                                                                           FILED
                                                                           17-0065
                                                                           12/20/2017 6:03 PM
                                                                           tex-21421836
                                                                           SUPREME COURT OF TEXAS
                                                                           BLAKE A. HAWTHORNE, CLERK

                                       No. 17-0065


                              In the Supreme Court of Texas


                                 Compass Bank, Petitioner

                                            v.

                            Francisco Calleja-Ahedo, Respondent


                  On Petition for Review from the First Court of Appeals
                                    in Houston, Texas
                                Case No. 01-15-00210-CV


                             Petitioner’s Brief on the Merits


                                             HIRSCH & WESTHEIMER, P.C.
                                              Michael D. Conner
                                             mconner@hirschwest.com
                                             State Bar No. 04688650
                                             William P. Huttenbach
                                             State Bar No. 24002330
                                             phuttenbach@hirschwest.com
                                             1415 Louisiana, 36th Floor
                                             Houston, Texas 77002
                                             Telephone: (713) 223-5181
                                             Facsimile: (713) 223-9319

                                             Attorneys for Petitioner,
                                             Compass Bank




930505.20140273/2851932.1
                            Identity of the Parties and Attorneys

          Petitioner:                             Counsel:

          Compass Bank                            William P. Huttenbach,
                                                  trial and appellate counsel
                                                  State Bar No. 24002330
                                                  phuttenbach@hirschwest.com
                                                  Michael D. Conner,
                                                  counsel in the Court of Appeals
                                                  State Bar No. 04688650
                                                  mconner@hirschwest.com
                                                  H IRSCH & W ESTHEIMER , PC
                                                  1415 Louisiana, 36th Floor
                                                  Houston, Texas 77002
                                                  Telephone: (713) 223-5181
                                                  Facsimile: (713) 223-9319

          Respondent:                             Counsel:

          Francisco Calleja-Ahedo                 Michael C. O’Connor, trial and
                                                  appellate counsel
                                                  State Bar No. 15187000
                                                  moconnor@oconnorcraig.com
                                                  Lesley C. O’Connor, trial and
                                                  appellate counsel
                                                  State Bar No. 24086952
                                                  loconnor@oconnorcraig.com
                                                  O’CONNOR & CRAIG
                                                  2825 Wilcrest Drive, Suite 261
                                                  Houston, Texas 77042
                                                  Telephone: (713) 266-3311
                                                  Facsimile: (713) 953-7513




930505.20140273/2851932.1
                                              i
                                                 Table of Contents

Identity of the Parties and Attorneys ............................................................................ i

Index of Authorities......................................................................................................... vi

Statement of the Case ....................................................................................................... 1

Statement of Jurisdiction................................................................................................. 3

Issues Presented................................................................................................................ 6

          Issue 1:            The Court of Appeals improperly construed and
                              applied Texas Business and Commerce Code section
                              3.406 without discussing and, thereby, rendering
                              judgment in conflict with cited authorities from other
                              jurisdictions in contravention of Texas Government Code
                              section 311.028 and Business and Commerce Code
                              section 1.103(c). ............................................................................... 6

          Issue 2:            The Court of Appeals’ decision conflicts with this
                              Court’s decision in Martin where this Court
                              concluded that the customer bears the risk of
                              non-receipt of bank statements. ................................................... 6

          Issue 3:            Other courts have interpreted the term
                              “made available” as it applies to Texas Business and
                              Commerce Code section 4.406, and the
                              Court of Appeals’ construction of section 4.406
                              differs from other courts when it determined that
                              Compass had not made the bank statements “available”
                              per section 4.406, which is likely a matter of
                              first impression under Texas law. ................................................. 6

          Issue 4:            There are strong policy reasons for the
                              Texas Supreme Court to decide this case
                              and affirm the trial court’s judgment. .......................................... 6

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                                                                ii
         Issue 5:            The Court of Appeals exceeded its authority by
                              finding or impliedly finding facts necessary to its
                             disposition which facts are not supported by or are
                             contrary to evidence in the summary judgment record.
                             See Texas Nat. Bank v. Karnes,
                             717 S.W.2d 901, 903 (Tex. 1986)................................................... 6

         Issue 6:            The Court of Appeals improperly analyzed
                             summary judgment evidence and/or applied a
                             different standard to Compass’ evidence as movant
                             than that applied to Calleja’s evidence as cross-movant. .......... 6

         Issue 7:            To support its disposition, the Court of Appeals
                             construed plain language in the trial court’s
                             order granting summary judgment in a manner that
                             effectively eliminated summary judgment evidence
                             that otherwise supports the trial court’s judgment.................... 7

         Issue 8:            Even if this Court determines that the
                             2008 Deposit Agreement should apply, Section 4.406
                             still bars Calleja’s claims because Calleja did not
                             timely report the alleged unauthorized disbursements. ............ 7

Statement of Facts ............................................................................................................ 7

         The Account and transactions. ........................................................................... 7

         The contract between Compass and Calleja. .................................................. 11

Summary of Argument .................................................................................................. 14

         The Court of Appeals impermissibly found facts in
         support of its decision. (Issues 5 and 4) ......................................................... 15




930505.20140273/2851932.1
                                                               iii
         The Court of Appeals applied one standard for
         Compass’ custodian’s affidavit and a different
         standard for Calleja’s. (Issues 6 and 4) ............................................................. 16

         Business and Commerce Code section 3.406. (Issue 1) ............................... 16

         Business and Commerce Code section 4.406. (Issues 2 and 3) .................. 16

         The 1988 signature card is a part of the parties’
         contract, which the Court of Appeals erroneously
         failed to give effect. (Issue 8)............................................................................. 17

         The Court of Appeals took expressly inclusive language
         in the trial court’s order and, without justification,
         called it exclusive. (Issue 7) ................................................................................ 18

Argument & Authorities ............................................................................................... 18
         A.                 The Court of Appeals exceeded its authority
                            by finding facts necessary to support its
                            conclusions. (Issues 5 and 4) ....................................................... 18

         B.                 The Court of Appeals failed to properly analyze
                            competing summary judgment affidavits. (Issues 6 and 4).... 22

         C.                 Calleja’s claims are precluded by Texas Business and
                            Commerce Code section 3.406. (Issue 1) ................................. 29

         D.                 Calleja’s claims are precluded under Business
                            and Commerce Code section 4.406. (Issues 2, 3, and 8)........ 42

         E.                 Other courts have interpreted the term
                            “made available” as it applies to Texas Business and
                            Commerce Code section 4.406, and the Court of Appeals’
                            construction of section 4.406 differs from other

930505.20140273/2851932.1
                                                           iv
                               courts when it determined that Compass had
                               not made the bank statements “available”
                               per section 4.406, which is likely a matter of
                               first impression under Texas law. (Issue 3) ............................... 59

          F.                   There are strong policy reasons for the
                               Court to decide this case and affirm the
                               trial court’s judgment. (Issue 4) ................................................. 63

          G.                   Without the 2012 agreement and without
                               the 2008 agreement, there is only one writing
                               material to the parties’ agreement in the record,
                               the 1988 signature card. (all issues) ............................................ 65

          H.                   The Court of Appeals improperly construed
                               plain language in the trial court’s order. (Issue 7) .................... 66

Conclusion ....................................................................................................................... 69

Prayer ................................................................................................................................ 70

Certificate of Compliance ............................................................................................. 71

Certificate of Service ...................................................................................................... 71

Appendix to Petitioner’s Brief on the Merits ............................................................ 72




930505.20140273/2851932.1
                                                                    v
                                          Index of Authorities


Texas Cases
1/2 Price Checks Cashed v. United Auto. Ins. Co.,
  344 S.W.3d 378 (Tex. 2011) ............................................................................... 37, 38

American Airlines Employees Federal Credit Union v. Martin,
 29 S.W.3d 86 (Tex. 2000) ....................................................................................passim

Apache Indus. Painting v. Gulf Copper & Mfg. Corp.,
 No. 01-08-00812-CV, 2010 WL 1611450
 (Tex. App.—Houston [1st Dist.] Apr. 22, 2010, no pet.) ................................... 49

Avery v. LPP Mortgage, Ltd.,
 No. 01-14-01007-CV, 2015 WL 6550774
 (Tex. App.—Houston [1st Dist.] Oct. 29, 2015, no pet.) ................................... 24

Barfield v. Howard M. Smith Co. of Amarillo,
 426 S.W.2d 834 (Tex. 1968) ................................................................................passim

Calleja-Ahedo v. Compass Bank,
 508 S.W.3d 791 (Tex. App.—Houston [1st Dist.] 2016, pet. filed) .............passim

Castilla v. Citibank (S. Dakota), N.A.,
 No. 05-11-00013-CV, 2012 WL 762822
 (Tex. App.—Dallas Mar. 9, 2012, no pet.) ............................................................. 24

Childers v. Advanced Found. Repairs, L.P.,
 No. 13-04-00193-CV,
 2007 WL 2019755 (Tex. App.—Corpus Christi July 12, 2007, no pet.) ........... 23

City of Keller v. Wilson,
 168 S.W.3d 802 (Tex. 2005) ............................................................................... 26, 66



930505.20140273/2851932.1
                                                        vi
CBM Engineers, Inc. v. Tellepsen Builders, L.P.,
 403 S.W.3d 339
 (Tex. App.—Houston [1st Dist.] 2013, pet. denied) ..................................... 27, 29

Coastal Plains Development Corp. v. Tech-Can Corp.,
 531 S.W.2d 143
 (Tex. Civ. App.—Houston [1st Dist.] 1975, writ ref ’d n.r.e.) ................................. 48

Compass Bank v. Nacim,
 459 S.W.3d 95 (Tex. App.—El Paso 2015, no pet.) .......................................passim

Contractors Source, Inc. v. Amegy Bank Nat’l Ass’n,
 462 S.W.3d 128 (Tex. App.—Houston [1st Dist.] 2015, no pet.) ...................... 23

Cross Creek Investments, Inc. v. First State Bank,
 No. 03-00-00439-CV, 2001 WL 459177
 (Tex. App.—Austin May 3, 2001, no pet.) ...................................................... 43, 55

E.I. Du Pont De Nemours & Co. v. Shell Oil Co.,
 259 S.W.3d 800 (Tex. App.—Houston [1st Dist.] 2007, pet. denied) ............... 26

El Paso Field Servs., L.P. v. MasTec N. Am., Inc.,
 389 S.W.3d 802 (Tex. 2012) ...................................................................................... 67

FM Props. Operating Co. v. City of Austin,
 22 S.W.3d 868 (Tex. 2000) ........................................................................................ 49

Gellatly v. Unifund CCR Partners,
 No. 01-07-00552-CV, 2008 WL 2611894
 (Tex. App.—Houston [1st Dist.] July 3, 2008, no pet.) ....................................... 24

Golden Eagle Archery, Inc. v. Jackson,
 116 S.W.3d 757, 761 (Tex. 2003) ...................................................................... 20, 50




930505.20140273/2851932.1
                                                         vii
Hathaway v. Gen. Mills, Inc.,
 711 S.W.2d 227 (Tex. 1986) ............................................................................... 48, 49

HECI Exploration Co. v. Neel,
 982 S.W.2d 881 (Tex. 1998) ...................................................................................... 31

Heritage Resources, Inc. v. NationsBank,
 939 S.W.2d 118 (Tex. 1996) ...................................................................................... 51

In Matter of Estate of Downing,
  461 S.W.3d 231 (Tex. App.—El Paso 2015, no pet.) ........................................... 66

In re Estate of Berry,
  280 S.W.3d 478 (Tex. App.—Dallas 2009, no pet.).............................................. 46

Italian Cowboy Partners, Ltd. v. Prudential Ins. Co. of Am.,
  341 S.W.3d 323 (Tex. 2011) ...................................................................................... 54

Jefferson State Bank v. Lenk,
   323 S.W.3d 146 (Tex. 2010) ........................................................................... 4, 46, 59

Johnson v. Bethesda Lutheran Homes & Services,
  935 S.W.2d 235 (Tex. App.—Houston [1st Dist.] 1996, writ denied)............... 23

Kachina Pipeline Co., Inc. v. Lillis,
 471 S.W.3d 445 (Tex. 2015) ............................................................................... 53, 54

Kennamer v. Estate of Noblitt,
  332 S.W.3d 559 (Tex. App.—Houston [1st Dist.] 2009, pet. denied) ........ 26, 66

Levine v. Steve Scharn Custom Homes, Inc.,
 448 S.W.3d 637 (Tex. App.—Houston [1st Dist.] 2014, pet. denied) ........ 20, 50




930505.20140273/2851932.1
                                                        viii
Lewis v. Aurora Loan Services,
 No. 01-15-00362-CV, 2016 WL 887176
 (Tex. App.—Houston [1st Dist.] Mar. 8, 2016, no pet.).................. 21, 28, 49, 65

Miller v. Raytheon Aircraft Co.,
 229 S.W.3d 358 (Tex. App.—Houston [1st Dist.] 2007, no pet.) ...................... 25

Morrison v. Chan,
 699 S.W.2d 205 (Tex. 1985) ...................................................................................... 56

Nixon v. Mr. Prop. Mgmt. Co.,
 690 S.W.2d 546 (Tex. 1985) .................................................................. 21, 28, 49, 65

Okonkwo v. Washington Mutual Bank, FA,
 No. 14-05-00925-CV, 2007 WL 763821
 (Tex. App.—Houston [14th Dist.] Mar. 15, 2007, no pet.)....... 43, 55, 56, 59-60

Rizkallah v. Conner,
 952 S.W.2d 580 (Tex. App.—Houston [1st Dist.] 1997, no writ) .........23, 25, 26

Ryland Group, Inc. v. Hood,
 924 S.W.2d 120 (Tex. 1996) ...................................................................................... 23

Schiro v. Texas Community Bank,
  68 S.W.3d 55 (Tex. App.—Dallas 2001, no pet.) .............................. 43, 55, 56, 60

Schlumberger Tech. Corp. v. Swanson,
  959 S.W.2d 171 (Tex. 1997) ...................................................................................... 31

Shields Ltd. P’ship v. Bradberry,
  526 S.W.3d 471 (Tex. 2017) ............................................................................... 49, 50

Sw. Bank v. Info. Support Concepts, Inc.,
 149 S.W.3d 104 (Tex. 2004) ................................................................................passim



930505.20140273/2851932.1
                                                         ix
Tex. Mun. Power Agency v. Pub. Util. Comm’n of Tex.,
  253 S.W.3d 184 (Tex. 2007) ...................................................................................... 49

Texas Nat. Bank v. Karnes,
  717 S.W.2d 901 (Tex. 1986) ........................................................................... 6, 20, 50

Trico Techs. Corp. v. Montiel,
  949 S.W.2d 308 (Tex. 1997) .........................................................................27, 28, 29

Tyler v. Henderson,
 162 S.W.2d 170 (Tex. Civ. App.—Fort Worth 1942, writ ref’d w.o.m.)........... 67

Union Bankers Ins. Co. v. Shelton,
 889 S.W.2d 278 (Tex. 1994) ...................................................................................... 56

Via Net v. TIG Ins. Co.,
 211 S.W.3d 310 (Tex. 2006) .........................................................................31, 37, 41

Wagner & Brown, Ltd. v. Horwood,
 58 S.W.3d 732 (Tex. 2001) ................................................................................. 31, 41

Waite v. BancTexas-Houston, N.A.,
 792 S.W.2d 538 (Tex. App.—Houston [1st Dist.] 1990, no writ) ...................... 25


Non-Texas Cases
 Bank of Nichols Hills v. Bank of Oklahoma,
196 P.3d 984 (Okla. Civ. App. 2008) ................................................................... 40, 67
Borowski v. Firstar Bank Milwaukee, N.A.,
 579 N.W.2d 247 (Wis. Ct. App. 1998) ............................................................. 58, 62

Dominion Const., Inc. v. First Nat’l Bank of Maryland,
 315 A.2d 69 (Md. 1974) ............................................................................................. 67



930505.20140273/2851932.1
                                                           x
First Citizens Bank of Clayton County v. All-Lift of Georgia, Inc.,
  555 S.E.2d 1 (Ga. Ct. App. 2001).............................................................................. 46

Gast v. Am. Cas. Co. of Reading, Pa.,
 240 A.2d 682 (N.J. Super. Ct. App. Div. 1968) ..................................................... 68

General Petroleum Products, Inc. v. Merchants Trust Co.,
 160 A. 296 (Conn. 1932)............................................................................................ 63

John Hancock Fin. Servs., Inc. v. Old Kent Bank,
  346 F.3d 727 (6th Cir. 2003) ..................................................................................... 34

Kaplan v. JPMorgan Chase Bank, N.A.,
 No. 14-C-5720, 2015 WL 2358240 (N.D. Ill. May 12, 2015).............................. 56

LaSalle Bank Nat’l Ass’n v. Sleutel,
 289 F. 3d 837 (5th Cir. 2002) ............................................................................. 56, 60

McMickle v. Girard Bank,
 515 A.2d 16 (Pa. Super. Ct 1986) ............................................................................. 62

Myrick v. Nat’l Sav. & Trust Co.,
 268 A.2d 526 (D.C. 1970)....................................................................................passim

Putnam Rolling Ladder Co., Inc. v. Manufacturers Hanover Tr. Co.,
 546 N.E.2d 904 (NY 1989) ..........................................................................35, 37, 42

Stowell v. Cloquet Co-op Credit Union,
  557 N.W.2d 567 (Minn. 1997) .................................................................................. 61

Tatis v. U.S. Bancorp,
 473 F.3d 672 (6th Cir. 2007) ..................................................................................... 57

Terry v. Puget Sound Nat. Bank,
  492 P.2d 534 (Wash. 1972).................................................................... 31, 32, 37, 40


930505.20140273/2851932.1
                                                          xi
Thompson Maple Products, Inc. v. Citizens Nat’l Bank of Corry,
 234 A.2d 32 (Pa. Super Ct. 1967) ............................................................................. 39

Westport Bank & Tr. Co. v. Lodge,
 325 A.2d 222 (Conn. 1973) ....................................................................................... 63

Wetherill v. Putnam Investments,
 122 F.3d 554 (8th Cir. 1997) ..................................................................................... 62

Woods v. MONY Legacy Life Ins. Co.,
 641 N.E.2d 1070 (N.Y. 1994).................................................................................... 62
Statutes
Tex. Bus. & Com. Code § 1.103 .............................................................. 4, 4, 6, 36, 38

Tex. Bus. & Com. Code § 1.201(b)(36) ...................................................................... 46

Tex. Bus. & Com. Code § 3.406 ............................................................................passim

Tex. Bus. & Com. Code § 4.406 ............................................................................passim

Tex. Civ. Prac. & Rem. Code § 33.001 ....................................................................... 34

Tex. Estates Code § 351.102 ........................................................................................ 46

Tex. Fin. Code § 34.301(a) ...............................................................................30, 53, 65

Tex. Fin. Code § 34.302 ................................................................................................ 30

Tex. Gov’t Code § 22.001(a) .......................................................................................... 3

Tex. Gov’t Code § 311.028 ............................................................................3, 6, 37. 38




930505.20140273/2851932.1
                                                           xii
Rules
Tex. R. App. P. 9.4(e) .................................................................................................... 71

Tex. R. App. P. 9.4(i) ..................................................................................................... 71

Tex. R. Civ. P. 166a(c) ................................................................................................... 27

Tex. R. Civ. P. 166a(f) ............................................................................................ 23, 24

Other Authorities
Black’s Law Dictionary 284 (7th ed. 2001) ................................................................ 26




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                                                             xiii
                             Statement of the Case


  Nature of the Case                  Bank customer, Calleja, sued Compass
                                      for paying unauthorized items.
                                      Compass asserted various defenses,
                                      including defenses under the deposit
                                      agreement, and under sections 3.406
                                      and 4.406 of the Business and
                                      Commerce Code. Calleja argues he had
                                      no duty to notify Compass that he was
                                      no longer receiving his account
                                      statements. The parties also disagree as
                                      to whether bank statements were
                                      otherwise “made available” and
                                      whether Calleja timely reported the
                                      alleged unauthorized disbursements
                                      after not reporting same for 18
                                      months.

  Trial Court                         55th District Court, Harris County, the
                                      Honorable Jeff Shadwick presiding

  Trial Court Disposition             On cross motions for summary
                                      judgment the trial court granted
                                      Compass’s motion and denied
                                      Calleja’s.

  Court of Appeals                    First Court of Appeals, Houston;
                                      Justice Evelyn V. Keyes authored the
                                      opinion for the panel also including
                                      Chief Justice Sherry Radack and
                                      Justice Laura Higley

  Court of Appeals Opinion            Calleja-Ahedo v. Compass Bank, 508
                                      S.W.3d 791 (Tex. App.—Houston [1st
                                      Dist.] 2016, pet. filed).



930505.20140273/2851932.1
                                      1
  Court of Appeals Disposition   The Court of Appeals reversed and
                                 rendered judgment in favor of Calleja.
                                 Both parties moved for rehearing. The
                                 court of appeals denied both motions,
                                 but withdrew its original opinion (see
                                 No. 01-15-00210-CV, 2016 WL
                                 2342758 (Tex. App.—Houston [1st
                                 Dist.] May 3, 2016)), and issued its
                                 superseding opinion.




930505.20140273/2851932.1
                                 2
                             Statement of Jurisdiction

         This case present questions of law which are important to the

jurisprudence of the state. Tex. Gov’t Code § 22.001(a).

         This case involves the issue of whether a bank customer’s failure to

protect himself after previously experiencing bank fraud, identity theft, and

failure to monitor his account for an extended period constitutes a “failure to

exercise ordinary care,” which “substantially contribute[d]” to the making of a

forgery under section 3.406 of the Texas Business and Commerce Code. See

Tex. Bus. & Com. Code § 3.406(a). Construction and application of section

3.406 appears to be a matter of first impression for the Court.

         It is important to Texas jurisprudence that construction and application of

uniform statutes, e.g., sections 3.406 and 4.406 of the Texas Business and

Commerce Code, be construed to effect the general purpose of such uniform

acts to make uniform the law of this state with the law of those other states that

have adopted them. Tex. Gov’t Code § 311.028; Tex. Bus. & Com. Code §

1.103(c).

         This case presents a question of law of importance to Texas jurisprudence

within the “statutory scheme reflect[ing] an underlying policy decision that

furthers the Uniform Commercial Code’s (“UCC”) objective of promoting



930505.20140273/2851932.1
                                          3
certainty and predictability in commercial transactions’ [citations omitted] … by

allocating responsibility among the parties according to who is best able to

prevent a loss.” American Airlines Employees Federal Credit Union v. Martin, 29

S.W.3d 86, 92 (Tex. 2000). This case presents the question whether “the risk of

non-receipt of account statements”—applied by the Court in Martin—also

applies beyond the 4.406 context. See Martin, 29 S.W.3d at 90; Tex. Bus. & Com.

Code § 1.103.

         This case presents a question of law of importance to Texas jurisprudence

regarding the meaning of the phrases “makes available” and “made available” in

section 4.406 of the Texas Business and Commerce Code. See Tex. Bus. & Com.

Code § 4.406(a), (c), (f). The Court has addressed the issue, in part, in such cases

as Martin, 29 S.W.3d at 92 (where there was no dispute that statements were

mailed to customer’s correct address), and Jefferson State Bank v. Lenk, 323

S.W.3d 146, 149-50 n.6, n.7 (Tex. 2010) (addressing making statements available

when the customer is deceased). This case presents the opportunity to address

the meaning and application of “makes available” and “made available” in the

context of the broader statutory scheme, including section 1.103(a) of the Texas

Business and Commerce Code. See Tex. Bus. & Com. Code § 1.103(a)(1), (2).




930505.20140273/2851932.1
                                          4
         This case also includes the fundamentally important legal issue of the

limitations on a reviewing court’s authority to make original findings of fact in

support of its disposition.

         These questions of law will likely recur. The Court’s resolutions of the

questions presented in this case, including construction and application of

statutory and decisional language, are important to the jurisprudence of the state.




930505.20140273/2851932.1
                                          5
                                        Issues Presented

         Issue 1:           The Court of Appeals improperly construed and applied
                            Texas Business and Commerce Code section 3.406 without
                            discussing and, thereby, rendering judgment in conflict with
                            cited authorities from other jurisdictions in contravention of
                            Texas Government Code section 311.028 and Business and
                            Commerce Code section 1.103(c).

         Issue 2:           The Court of Appeals’ decision conflicts with this Court’s
                            decision in Martin where this Court concluded that the
                            customer bears the risk of non-receipt of bank statements.

         Issue 3:           Other courts have interpreted the term “made available” as it
                            applies to Texas Business and Commerce Code section 4.406,
                            and the Court of Appeals’ construction of section 4.406
                            differs from other courts when it determined that Compass
                            had not made the bank statements “available” per section
                            4.406, which is likely a matter of first impression under Texas
                            law.

         Issue 4:           There are strong policy reasons for the Texas Supreme Court
                            to decide this case and affirm the trial court’s judgment.

         Issue 5:           The Court of Appeals exceeded its authority by finding or
                            impliedly finding facts necessary to its disposition, which
                            facts are not supported by or are contrary to evidence in the
                            summary judgment record. See Texas Nat. Bank v. Karnes, 717
                            S.W.2d 901, 903 (Tex. 1986).

         Issue 6:           The Court of Appeals improperly analyzed summary
                            judgment evidence and applied a different standard to
                            Compass’ evidence as movant that applied to Calleja’s
                            evidence as cross-movant.




930505.20140273/2851932.1
                                                 6
         Issue 7:           To support its disposition, the Court of Appeals construed
                            plain language in the trial court’s order granting summary
                            judgment in a manner that effectively eliminated summary
                            judgment evidence that otherwise supports the trial court’s
                            judgment.

         Issue 8:           Even if this Court determines that the 2008 Deposit
                            Agreement should apply, section 4.406 still bars Calleja’s
                            claims because Calleja did not timely report the alleged
                            unauthorized disbursements.

                                       Statement of Facts
         The Court of Appeals correctly stated the nature of the case. The

following is offered for clarification and to further illuminate the context in

which the case arises and the importance of the legal issues it implicates.

The Account and transactions.

         This dispute involves allegedly unauthorized transactions from a regular

deposit account at Compass Bank (“Compass”). Respondent, Francisco Calleja-

Ahedo (“Calleja”), had previously had his banking information compromised,

and Calleja had previously suffered a loss due to bank fraud. Subsequently, in

this matter, more than 18 months after the first allegedly unauthorized

transaction, a $33.23 charge for blank checks (CR246), Calleja claimed various

transactions and withdrawals from his account (#****3759; the “Account”)

were also unauthorized.




930505.20140273/2851932.1
                                                 7
         Calleja, a citizen and resident of Mexico, opened the Account in Texas.

CR50, 230 (1988 signature card). Calleja, his wife, and his father all were

signatories on the Account until it was closed in 2014. CR46, 50. The wife and

the father are not parties to this suit and neither gave testimony or other

evidence. See, e.g., CR420, et seq. The Account signature card includes on the

address line “Hold All Correspondence”:




CR50; CR230. Paragraph 22 of the signature card, above, requires the customer to

“notify Bank in writing of any change in the information given to” Compass.

CR50; CR230. (A more legible copy of the signature card is attached as Tab 1 for

the Court’s convenience.)

         From 1988 until the Account was closed in 2014, Calleja’s statements

were available upon request at any Compass branch. CR397. Since before 2012,

Account statements were available on-line had Calleja so chosen. CR397.




930505.20140273/2851932.1
                                          8
         For at least four out of the 24-plus years of the relationship, Compass also

provided monthly Account statements by mail. According to Calleja, because he

lives in a suburb of Mexico City, “prior to July 2012, [Calleja] directed the bank

statements for the Account be mailed by the Bank to the address of [his]

brother” in The Woodlands, Texas, where Calleja would “retrieve” the

statements “from time-to-time.” CR46. The appellate record contains no

evidence that Calleja’s “direct[ion]” to Compass (see id.) was in writing. See CR50;

CR230. Compass accommodated the request. Nevertheless, the record contains

no evidence of any writing informing Compass “of any change in the information

given to the Bank” in 1988. CR50; CR230; see also CR65; CR212.

         The statement for May 2012 activity is the last statement mailed to the

brother’s Woodlands address. Similarly accommodating the request of someone

possessing sufficient information to identify the Account and to identify himself

as Calleja (and having his banking information), Compass mailed the Account

statement for the period from May 31 through June 28, 2012, to an address in

Cupertino, California. CR246. Subsequent statements were mailed to

Sacramento (CR249-57) and, later, to Georgia. CR 258, et seq. Although Calleja

claims he did not personally request these changes (see, e.g., CR46), he presented




930505.20140273/2851932.1
                                           9
no affidavit or other evidence from the other two Account owners.1 There also

is no evidence that Calleja, another owner, or Calleja’s brother contacted

Compass to notify it that Account statements were no longer being received in

The Woodlands.2 Calleja admits that he did nothing to monitor the bank

account for over 18 months, even though he had previously been the victim of

bank fraud.

         On June 26, 2012, the Account was debited $33.23 for new checks; this

charge appeared on the June statement. CR246. On July 30, 2012, a $38,700.00

check was paid from the Account. CR249. The debit appears on the July

statement. Id. From June 2012 until January 2014, Compass received no notice

from Calleja (or his wife, his father, or brother) of any complaint regarding the

Account.

         After ignoring his bank account for 18 months, Calleja alleges he

“discovered a problem” in January 2014, when “an acquaintance” to whom he

had written a check reported it as returned, marked “account closed.” CR47.

When Calleja finally contacted Compass in the last week of January 2014, he was


1    Co-signatories on the Account, Ana Elizabeth Haller de Calleja and Francisco Calleja
Cajigas, each also had the right to change the mailing address. CR65; CR212; see also CR412,
et seq. (Compass’s motion to strike); CR685 (Order at ¶ 6, overruling Compass’s objection).
2    The lack of such evidence is significant under terms of the 2012 (or the 2013) deposit
agreement. See CR212 (2012 deposit agreement at p. 6: “Notify us promptly if you do not
receive your statement by the date you normally would expect to receive it.”).

930505.20140273/2851932.1
                                             10
given information including a copy of the $38,700.00 check (id.) posted to the

Account and listed on the Account statement a year and one-half earlier. CR71.

He claimed the check was forged. CR47.

         When asked what he did to monitor the Account after January 2012 (6

months before the first allegedly unauthorized transaction), Calleja answered

under oath, “There was no need to ‘keep track’ of banking information because

no authorized checks (except perhaps two checks described in response to

Interrogatory No. 10) would be shown in statements after May 2012.” CR321-

22. Calleja’s brother who he had entrusted to receive his statements either told

Calleja that he was no longer receiving statements after May 2012 (and Calleja

did not care) or Calleja’s brother failed to tell Calleja that he was no longer

getting statements (and again Calleja did not care to get his bank statements).

The contract between Compass and Calleja.

         In the trial court, the parties argued that distinct editions of Compass’

deposit agreement should apply during the relevant period.3 In addition to the

1988 signature card (CR230), Compass offered the 2012 edition of the deposit

agreement described by its representative and records custodian as “the written

3   The respective deposit agreements in the record are poor copies. An accurate, more
legible copy of the 2008 edition of the deposit agreement is appended at Tab 2 for the
Court’s reference. An accurate, more legible copy of the 2012 edition of the deposit
agreement is appended as Tab 3.

930505.20140273/2851932.1
                                            11
contract governing the deposit relationship” and as “the agreement in effect

between Plaintiff and Compass Bank.” CR202-03; CR205, et seq.

         With his affidavit, Calleja submitted the 1988 signature card (CR50) and a

2008 edition of the Compass deposit agreement which he described as, “A true

and correct copy of the Agreement pertaining to the Account, which I received

from the Bank.” CR438; CR443, et seq.; see also CR51, et seq. Calleja did not say

how or when he “received” the 2008 deposit agreement and did not specify how

or when it “pertain[ed]” to the Account. CR438-41. The “true and correct copy”

Calleja placed in the record bears Compass’ “bates” numbering. CR443, et seq.;

CR51, et seq. 4 Thus, the exact copy of the document Calleja “received” from

Compass was provided by Compass’ attorney after Calleja filed this lawsuit, well

after the facts in dispute occurred.

         The 2008 and 2012 deposit agreements are similar in several respects.

Regarding periodic statements, for example, both editions provide:

         If we have a deliverable address on file for you, we will mail or deliver
         to you periodic statements for your account at approximately monthly
         intervals ….
         …


4   Calleja also submitted a copy of the 2013 edition of the deposit agreement as an
attachment to his counsel’s affidavit. CR 136, et seq. In addition to other revisions
distinguishing it from the 2008 edition, the 2013 deposit agreement (like the 2012 edition;
CR209) permits the “prevailing party” to recover attorney’s fees. CR139.

930505.20140273/2851932.1
                                             12
         [These materials] may be mailed to … the address shown in our
         records.
         …
         Our records regarding [the Account] will be deemed correct unless you
         timely establish with us that we made an error.
         …
         We may make statements, cancelled checks (if applicable to your
         account), notices or other communications available to you by holding
         all or any of these for you or delivering all or any of these items to you
         in accordance with your request or instructions.
         CR65 (2008); CR212 (2012).
         The 2012 agreement adds to prior editions and specifies that Calleja

should “[n]otify us promptly if you do not receive your statement by the date

you normally would expect to receive it.” CR212.5

         Both the 2008 and the 2012 deposit agreements include Calleja’s (and the

other account owners’) promise to “carefully examine each account statement

….” CR65; CR212. They include Calleja’s “agree[ment] to act in a prompt and

reasonable manner in reviewing your statement or notice and reporting any

exceptions to us.” CR65; CR212.

         Compass debited the Account in June for new checks (CR246); it paid a

check on July 30, 2012. CR249. Calleja did not report any problem or exception



5  While Compass believes that such a statement would be a “common sense”
understanding, it nevertheless added such a phrase to its then current version of the deposit
agreement.

930505.20140273/2851932.1
                                             13
for over 18 months.6 Likewise, Calleja did not tell Compass for 18 months that

statements were no longer being delivered to his brother’s address in The

Woodlands. Calleja made no effort to obtain copies of statements from any

Compass branch, via the internet, or otherwise, at any time between June 2012

and January 2014. See CR397.

                                Summary of Argument

         As a predicate matter, the existence of the 1988 signature card together

with the absence of pleading or proof that the contractual “Hold All

Correspondence” language was ever modified in writing should inform the

Court’s disposition. It informs Calleja’s lack of care under 3.406; it informs

Calleja’s failure to report under section 4.406. The undisputed language of the

signature card supports the concept and permits making account information

available other than by mailing. The absence of evidence that the contract was

modified informs the Court of Appeals’ errant process of review and illuminates

that court’s disparate treatment of competing summary judgment affidavits.




6  Compass takes no position on any claims Calleja may have against his own brother. In
other words, Calleja apparently entrusted his brother to receive his bank statements and
possibly do other banking activities. If Calleja’s brother was supposed to be monitoring the
account and notifying Calleja if the statements were received or not received, such issues
would be between Calleja and his brother.

930505.20140273/2851932.1
                                             14
         Compass will begin its discussion with the Court of Appeals’ departure

from normal review of cross motions for summary judgment.

The Court of Appeals impermissibly found facts in support of its
decision.
         When the Court of Appeals wrote, “Both parties agree that the 2008

Agreement was, at least at one point, effective as to Calleja,” the court exceeded

its authority. The Court of Appeals either found or impliedly found facts to

support its judgment. There is no evidence that the 2008 deposit agreement was

“effective” at any time material to this case. There is no evidence that the parties

ever agreed as the Court of Appeals said. Compass advocated the 2012 deposit

agreement was “in effect and,” Calleja said the 2008 deposit agreement

“pertained” to his account. In any event, assuming—as the Court of Appeals

did—that the 2008 deposit agreement was effective “at least at one point,” the

Court of Appeals’ judgment depends on the erroneous further assumption that

the “at one point” was a material point in time. There simply is no evidence of

the agreement inferred by the Court of Appeals on which its judgment is

necessarily predicated. That judgment should be reversed.




930505.20140273/2851932.1
                                         15
The Court of Appeals applied one standard for Compass’ custodian’s
affidavit and a different standard for Calleja’s.
         The Court of Appeals incorrectly analyzed the competing summary

judgment affidavits. First, it determined Compass’ records custodian’s affidavit

testimony was conclusory. It is not. But, in any event, Calleja’s affidavit is no

less conclusory on the salient point of which (if either) of the two editions of the

Compass deposit agreement was in effect at material times. That is, to the extent

the Court of Appeals’ analysis of Ms. Mueller’s affidavit is sustainable, the court

was obliged to analyze Calleja’s affidavit on equivalent bases. It did not.

Business and Commerce Code section 3.406.

         The Court of Appeals gave only cursory consideration to section 3.406.

That court omitted any reference to cited authorities from other jurisdictions

holding to the effect that a customer’s inattention to her or his account

statements constitutes negligence sufficient under section 3.406(a) to preclude

recovery. The Court of Appeals’ failure to consider these decisions contravenes

the statutory requirement that uniform acts be interpreted in a uniform manner.

Business and Commerce Code section 4.406.

         The Court of Appeals’ decision conflicts with this Court’s decision in

Martin by too narrowly applying this Court’s conclusion that customers bear the


930505.20140273/2851932.1
                                          16
risk of non-receipt of bank statements. By failing to properly allocate this risk,

the Court of Appeals failed to apply the underlying policy that furthers the

UCC’s objective of promoting certainty and predictability in commercial

transactions.

The 1988 signature card is a part of the parties’ contract, which the Court
of Appeals erroneously failed to give effect.


         There is only one writing both parties agree was part of the contract, the

1988 signature card, offered as summary judgment evidence by both parties.

The Court of Appeals wholly failed to give effect to the unambiguous

contractual language in the signature card: “Hold All Correspondence.”

Regardless whether the 2012 version of the deposit agreement, the 2008 version,

some other version, or no version of deposit agreement at all was “in effect” or

“pertained,” the signature card is part of the contract. The Court of Appeals

erred by failing to treat it as such.

         The Court of Appeals further erred by determining, again without

evidentiary support, that the signature card was modified. Neither the 2008 nor

the 2012 deposit agreement includes language modifying the “Hold All

Correspondence” term. To the contrary, both editions of the deposit agreement

contemplate the possibility that a customer might ask Compass to hold


930505.20140273/2851932.1
                                          17
statements as Calleja did. The Court of Appeals re-wrote the parties contract,

and in doing so, it erred. Its judgment cannot stand.

The Court of Appeals took expressly inclusive language in the trial court’s
order and, without justification, called it exclusive.
         The Court of Appeals read an expressly inclusive sentence to be exclusive

in order to support its conclusion that Calleja did not substantially contribute to

the forgery of the $38,000.00 check. This strained reading of the trial court’s

language effectively negated record evidence supporting the judgment and in

conflict with the disposition by the Court of Appeals.

                                Argument & Authorities
         Because the Court may determine this case should be remanded to the

trial court for determination of an essential fact—what edition, if any, of

Compass’ deposit agreement was in effect at material times, Compass first

addresses the Court of Appeals’ impermissible fact finding and its disparate

treatment of the parties’ respective summary judgment evidence.

         A.        The Court of Appeals exceeded its authority by finding facts
                   necessary to support its conclusions.

         There is no evidence that the 2008 deposit agreement was “in effect” at

any material time.




930505.20140273/2851932.1
                                           18
         As the Court of Appeals correctly stated, where parties both move for

summary judgment, and the trial court grants one motion and denies the other,

the court reviews both parties’ summary judgment evidence and determines all

questions presented. Calleja-Ahedo v. Compass Bank, 508 S.W.3d 791, 797 (Tex.

App.—Houston [1st Dist.] 2016, pet. filed) (citations omitted). Having further

stated that it “must determine which version of the deposit agreement governed

the parties’ relationship,” an inherently factual inquiry, without reference to

summary judgment evidence, the Court of Appeals said, “Both parties agree that

the 2008 Agreement was, at least at one point, effective as to Calleja.” Id. at 797.

The flaw in using this statement as the predicate for reversing and rendering

judgment is the utter lack of summary judgment evidence that the 2008 deposit

agreement was “effective” at any time material to this case. Even assuming—as

the court appeals did—that “at least at one point,” the 2008 deposit agreement

was “effective as to Calleja,” the Court of Appeals’ rendition of judgment for

Calleja necessarily further assumes there was no 2009, 2010, or 2011 edition of

the deposit agreement.

         The true state of the record is that Compass, as summary judgment

movant, attempted to establish that the 2012 deposit agreement was “the

written contract governing the deposit relationship” and was “the agreement in



930505.20140273/2851932.1
                                         19
effect between Plaintiff and Compass Bank.” CR202-03; CR205, et seq. Calleja,

also as summary judgment movant, described the 2008 edition of the deposit

agreement as “the Agreement pertaining to the Account, which I received from

the Bank.” CR438; CR443, et seq.; see also CR51, et seq. Contrary to the Court of

Appeals’ unsupported “finding,” neither party agreed or conceded that if its

version of the deposit agreement was not in effect at material times, then the

other party’s version was. Thus, the Court of Appeal’s assumption that it was

faced with a binary choice was just that —an assumption. Such an assumption

constitutes harmful, reversible error in this case.

         A court of appeals has no authority to act as fact finder. See, e.g., Levine v.

Steve Scharn Custom Homes, Inc., 448 S.W.3d 637, 653 (Tex. App.—Houston [1st

Dist.] 2014, pet. denied) (citing Golden Eagle Archery, Inc. v. Jackson, 116 S.W.3d

757, 761 (Tex. 2003). “[A] court of appeals cannot make original findings of

fact; it can only ‘unfind’ facts.” Texas Nat’l Bank v. Karnes, 717 S.W.2d 901, 903

(Tex. 1986) (citations omitted). The Court of Appeals ran afoul of this

established rule by setting up—without factual foundation—its either/or—if

not one then necessarily the other—decision.7 This is impermissible fact


7   There is no stipulation and no evidence or other indication that the parties agreed that if
the 2012 agreement was not the operative agreement, then the 2008 agreement necessarily
must be.

930505.20140273/2851932.1
                                              20
finding: that no other deposit agreement existed between the 2008 and 2012

editions. Calleja did not prove that to be the case. As summary judgment

movant, Calleja is not entitled to any such inference in his favor. See Lewis v.

Aurora Loan Services, No. 01-15-00362-CV, 2016 WL 887176, at *2 (Tex. App.—

Houston [1st Dist.] Mar. 8, 2016, no pet.) (citing Nixon v. Mr. Prop. Mgmt. Co.,

690 S.W.2d 546, 548–49 (Tex. 1985)). The classic aphorism, the absence of

evidence is not evidence of absence, should obtain, especially where the

judgment under review is a summary judgment.

         Calleja’s affidavit does not supply the missing facts. See CR46. In order to

be entitled to the rendition of judgment he got in the Court of Appeals, Calleja

must have conclusively established with admissible evidence that the 2008

deposit agreement was in effect (or still in effect) at material times after January

2012, the point from which Calleja admitted he paid no attention to his account.

He did not. Calleja’s affidavit does not aver that the 2008 agreement was in

effect at any material time. See CR46. Calleja says only, “A true and correct copy

of the Agreement pertaining to the Account, which I received from the Bank, is

attached hereto at Attachment 2.” Id.; CR438; see also CR51-70 (the 2008

agreement). Notably, he did not say when or how he received it. CR46; CR438.

As above, “Attachment 2” to the affidavit is a bates-labeled document produced



930505.20140273/2851932.1
                                           21
by Compass during discovery. CR51, et seq.; CR443, et seq. Calleja did not say,

moreover, that the 2012 agreement (or some other interim edition) did not

“pertain” to the account, and he did not deny “receiv[ing]” the 2012 or any

other edition of the deposit agreement. Calleja offered no testimony or other

evidence about which edition, if any, of the deposit agreement was in effect at a

particular time, or ever. Thus, the Court of Appeals’ assumption—if not the

one, then necessarily the other—has no factual support, and rendition of

judgment in Calleja’s favor was reversible error.

         B.        The Court of Appeals failed to properly analyze competing
                   summary judgment affidavits.

         The Court of Appeals stated: “As a threshold issue, we must determine

which version of the deposit agreement governed the parties’ relationship.”

Calleja-Ahedo v. Compass Bank, 508 S.W.3d 791, 797 (Tex. App.—Houston [1st

Dist.] 2016, pet. filed). Compass’ custodian of records, Ms. Mueller, testified by

affidavit that, among other things, “the [2012] account agreement evidences the

agreement in effect between the Plaintiff and Compass Bank.” CR203, ¶ 8. The

Court of Appeals determined Mueller’s affidavit testimony was conclusory.

Calleja-Ahedo, 508 S.W.3d at 799. It is not. But in the event the Court agrees with

the Court of Appeals, Calleja’s affidavit is no less conclusory; his affidavit is not



930505.20140273/2851932.1
                                          22
evidence, certainly not conclusive evidence, that the 2008 deposit agreement was

(or that the 2012 edition was not) in effect at any material time.

         Mueller’s statement is supported by additional facts, and it is clear,

positive, direct, and readily controvertible. Though he could have, Calleja did

not controvert the factual statement that the 2012 deposit agreement was “in

effect.” See, e.g., Childers v. Advanced Found. Repairs, L.P., No. 13-04-00193-CV,

2007 WL 2019755, at *2 (Tex. App.—Corpus Christi July 12, 2007, no pet.);

Johnson v. Bethesda Lutheran Homes & Services, 935 S.W.2d 235, 239 (Tex. App.—

Houston [1st Dist.] 1996, writ denied) (Hedges, J., concurring) (stating that

logical conclusions based on stated underlying facts are proper in both lay and

expert testimony). Affidavits “shall be made on personal knowledge, shall set

forth such facts as would be admissible in evidence, and shall show affirmatively

that the affiant is competent to testify to the matters stated therein.” Tex. R.

Civ. P. 166a(f); Contractors Source, Inc. v. Amegy Bank Nat’l Ass’n, 462 S.W.3d 128,

133 (Tex. App.—Houston [1st Dist.] 2015, no pet.). The Court of Appeals

relied on the general rule stated in Contractors Source, a case considering expert

witness affidavits. Calleja-Ahedo, 508 S.W.3d at 799; see also Ryland Group, Inc. v.

Hood, 924 S.W.2d 120, 122 (Tex. 1996); Rizkallah v. Conner, 952 S.W.2d 580, 587-

88 (Tex. App.—Houston [1st Dist.] 1997, no writ) (reviewing for “some



930505.20140273/2851932.1
                                           23
support in the record” for factual statements of interested witness). Mueller, a

Compass employee, was not offered as an expert; she testified as custodian of

records. CR202-03. The Court of Appeals omitted reference to cases stating that

an affiant’s testimony establishing her status as a custodian of records and her

relationship to the facts of the case satisfies the personal knowledge requirement

of Rule 166a(f). See, e.g., Avery v. LPP Mortgage, Ltd., No. 01-14-01007-CV, 2015

WL 6550774, at *2 (Tex. App.—Houston [1st Dist.] Oct. 29, 2015, no pet.);

Castilla v. Citibank (S. Dakota), N.A., No. 05-11-00013-CV, 2012 WL 762822, at

*6 (Tex. App.—Dallas Mar. 9, 2012, no pet.); Gellatly v. Unifund CCR Partners,

No. 01-07-00552-CV, 2008 WL 2611894, at *5 (Tex. App.—Houston [1st Dist.]

July 3, 2008, no pet.). Mueller’s affidavit is based on personal knowledge

(CR202, ¶ 1); she is a Compass employee and “[i]n this capacity” has “personal

knowledge of accounts held at Compass Bank.” CR202, ¶ 2. Mueller testified

that she is “a custodian of records” for Compass, that “Tabs 1 and 2” to the

affidavit are “true and correct” copies of bank records, and that “[she is]

personally familiar with the records.” CR203, ¶ 8. These are admissible,

uncontroverted facts about which Mueller testified. Mueller stated clearly,

positively, and directly, “the account agreement [2012] evidences the agreement

in effect between the Plaintiff and Compass Bank.” CR203, ¶8. The statement is



930505.20140273/2851932.1
                                        24
her logical conclusion based on stated underlying facts. See Rizkallah, 952 S.W.2d

at 588; Bethesda Lutheran Homes & Services, 935 S.W.2d at 239. Calleja could have,

but did not controvert the statement.

         Further, identifying herself as an employee and custodian of Compass’

records (CR202-03) “shows how [Mueller] gained personal knowledge.” See, e.g.,

Waite v. BancTexas-Houston, N.A., 792 S.W.2d 538, 540 (Tex. App.—Houston

[1st Dist.] 1990, no writ); see also Miller v. Raytheon Aircraft Co., 229 S.W.3d 358,

365-66 (Tex. App.—Houston [1st Dist.] 2007, no pet.). She identified Calleja’s

account as a “regular bank account.” CR202. She said, “Attached as Tab 1 is a

copy of the written contract governing the deposit relationship between [Calleja]

and Compass Bank.” Id. Mueller identified the 2012 agreement as a business

record of which she had personal knowledge and as the agreement “in effect

between” the parties. CR203.8

         Mueller’s second affidavit provides additional facts supporting her

statement that the 2012 agreement “evidences the agreement in effect between

[Appellant] and Compass Bank.” CR396-98; CR202-03. She states that the 2012

agreement has a revision date of February 2012—prior to the events at issue.



8  The words “believe” and “belief” do not appear in this affidavit. CR202-03; see Calleja-
Ahedo, 508 S.W.3d at 799.


930505.20140273/2851932.1
                                             25
CR396. That fact “has some support in the record.” See Rizkallah, 952 S.W.2d at

588; see also CR228 (final page of 2012 agreement). Mueller referenced Calleja’s

allegation that an imposter changed the account address in the summer of 2012;

she referenced the account signature card and its provision regarding

amendments to the account agreement. CR396; CR230. Those statements have

support in the record. CR46-47, 50 (Calleja’s affidavit recounting his version of

events with signature card attached); see Rizkallah, 952 S.W.2d at 588. Mere use

of the words believe or belief in the second affidavit does not render the

testimony in the first affidavit conclusory.

         “The term ‘conclusory’ is defined as ‘[e]xpressing a factual inference

without stating the underlying facts on which the inference is based.’” E.I. Du

Pont De Nemours & Co. v. Shell Oil Co., 259 S.W.3d 800, 809 (Tex. App.—

Houston [1st Dist.] 2007, pet. denied) (citing Black’s Law Dictionary 284 (7th

ed. 2001)). Reviewing the entire record, there is ample support for Mueller’s

statement—without resort to inference—that “the account agreement evidences

the agreement in effect between the Plaintiff and Compass Bank.” CR203; see

also City of Keller v. Wilson, 168 S.W.3d 802, 824 (Tex. 2005); Kennamer, 332

S.W.3d at 566.




930505.20140273/2851932.1
                                          26
         Further, “summary judgment based on the uncontroverted affidavit of an

interested witness is proper if the evidence is clear, positive, direct, otherwise

credible, free from contradictions and inconsistencies, and could have been

readily controverted.” Trico Techs. Corp. v. Montiel, 949 S.W.2d 308, 310 (Tex.

1997); Tex. R. Civ. P. 166a(c); CBM Engineers, Inc. v. Tellepsen Builders, L.P., 403

S.W.3d 339, 346 (Tex. App.—Houston [1st Dist.] 2013, pet. denied) (noting that

readily controvertible means the factual assertions “could be ‘effectively

countered by opposing evidence.” (quoting Trico Techs. Corp., 949 S.W.2d at

310)). Mueller testified that the 2012 agreement was “in effect between” the

parties. CR203. On this record, the testimony satisfies all requirements for a

summary judgment affidavit. Calleja could have, but did not controvert the

testimony.

         The totality of Calleja’s evidence about the deposit agreement is: “A true

and correct copy of the Agreement pertaining to the Account, which I received

from the Bank, is attached hereto at Attachment 2.” CR46; CR438; see also

CR51-70 (the 2008 agreement). Calleja did not say that the 2012 agreement did

not also “pertain” to the account; he did not say he did not “receive” the 2012

agreement; and he did not controvert Mueller’s testimony by saying the 2012

agreement was not in effect or that the 2008 agreement was in effect at any



930505.20140273/2851932.1
                                          27
material time. By his own admission, Calleja was not reviewing communications

from Compass in February 2012, when the account agreement was revised.

Nevertheless, he could have, but failed to controvert the testimony. See Trico

Techs. Corp., 949 S.W.2d at 310.

          Like the appellee in Trico Techs. Corp., in discovery Calleja could have

inquired about, “the meaning of the ‘Al Nova Branches Only.” Compare Trico

Techs. Corp., 949 S.W.2d at 310, and Calleja-Ahedo, 508 S.W.3d at 798. Calleja

could have inquired about how Compass gave notice of the amendment. See

Trico Techs. Corp.. Rather, Calleja relied solely on the statement that a 2008

document “pertain[ed]” to the account, and he “received” a copy from the

bank. CR46; CR438. Notably, the “true copy” Calleja relied on bears Compass’

“bates” numbers on each page. Calleja “received” the copy he attached in

discovery in this case, undermining any inference 9 or implication that Calleja

received the 2008 agreement in the normal course of his banking business but

did not receive the 2012 agreement the same way. See CR51-70. Thus, the Court

of Appeals’ conclusion that Compass did not establish that the 2012 deposit

agreement was “ever effective as to Calleja” is based on its outline of additional,

9   As cross-movant for summary judgment, Calleja is not entitled to any favorable
inference. See Lewis v. Aurora Loan Services, No. 01-15-00362-CV, 2016 WL 887176, at *2
(Tex. App.—Houston [1st Dist.] Mar. 8, 2016, no pet.) (citing Nixon v. Mr. Prop. Mgmt. Co.,
690 S.W.2d 546, 548–49 (Tex. 1985)).

930505.20140273/2851932.1
                                             28
hypothetical evidence that Calleja did not present to controvert Mueller’s

factually supported assertion that the 2012 agreement was the agreement in

effect between the parties. See Trico Techs. Corp., 949 S.W.2d at 310; CBM

Engineers, Inc., 403 S.W.3d at 346. Respectfully, Calleja is not entitled, by judicial

fiat, to the benefit of an available litigation strategy that he did not pursue. The

Court of Appeals erred by reversing the summary judgment in favor of

Compass.

         C.        Calleja’s claims are precluded by Texas Business and
                   Commerce Code section 3.406.

         A customer’s actions can help prevent bank fraud. Even if a customer has

never experienced fraud on a bank account, it is his duty under the law protect his

own interests. In this case, Calleja had already been the victim of bank fraud and

either knew or should have known that he needed to take care to protect himself.

At a minimum, Calleja should have reviewed his monthly statements and kept his

banking information protected, as he agreed to do in the Account agreement.

Calleja should have asked his brother each month for a copy of the statement that

his brother purportedly received on Calleja’s behalf.

         If Calleja had monitored the Account after January 2012, he would have

noticed that his June statement did not arrive as expected. Both the 2008 and

the 2012 editions of the deposit agreement provide: “You agree to act in a

930505.20140273/2851932.1
                                          29
prompt and reasonable manner in reviewing your statement or notice and

reporting any exceptions to us.” CR65; CR212. This should include noticing a

statement does not arrive when expected. The 2012 deposit agreement expressly

incorporates this common sense idea: “Notify us promptly if you do not receive

your statement by the date you would normally expect to receive it.” CR212.

Calleja did not notice the May-June statement never arrived. Therefore, he did

not notice or report a $33.23 charge for blank checks (CR246) that he later

claimed was not authorized. Likewise, Calleja did not notice the absence of

monthly statements until January 2014. CR47.10

         Regardless whether the 2008 edition, the 2012 edition, or some other

version of the deposit agreement was in effect, the deposit agreement between

Compass and Calleja is “a contract in writing for all purposes.” Tex. Fin. Code §

34.301(a). The contract “may be evidenced by one or more agreements, deposit

tickets, signature cards,11 or notices as provided by Section 34.302, or by other

documentation as provided by law.” Id.; see also Tex. Fin. Code § 34.302.




10 Calleja’s failure to notice that he did not receive statements until late January 2014 is even
more egregious since he had already been the victim of prior bank fraud on a different bank
account.
11 See CR50.



930505.20140273/2851932.1
                                               30
         As the Court has written:

         Contracting parties are generally not fiduciaries. See Schlumberger Tech.
         Corp. v. Swanson, 959 S.W.2d 171, 177 (Tex. 1997). Thus, due diligence
         requires that each protect its own interests. See Barfield v. Howard M.
         Smith Co. of Amarillo, 426 S.W.2d 834, 840 (Tex. 1968) (“As a party to
         arm’s length business transactions, respondent had a duty to use
         ordinary care for the protection of its own interests”). Due
         diligence may include asking a contract partner for information
         needed to verify contractual performance. See [Wagner & Brown, Ltd.
         v. Horwood, 58 S.W.3d 732 (Tex. 2001)] at 736; [HECI Exploration Co. v.
         Neel, 982 S.W.2d 881 (Tex. 1998)] at 886. If a contracting party
         responds to such a request with false information, accrual may be
         delayed for fraudulent concealment. Wagner & Brown, 58 S.W.3d at
         737; HECI, 982 S.W.2d at 886. But failing to even ask for such
         information is not due diligence. See Wagner & Brown, 58 S.W.3d at
         736; HECI, 982 S.W.2d at 886.

Via Net v. TIG Ins. Co., 211 S.W.3d 310, 314 (Tex. 2006) (emphasis added). By

failing even to ask about the May-June Account statement (or any subsequent

statement), Calleja demonstrated a lack of diligence which, under similar facts,

the Supreme Court of Washington said was “substantial evidence of negligence”

under section 3.406. See Terry v. Puget Sound Nat. Bank, 492 P.2d 534, 535 (Wash.

1972) (per curiam).12 In addition to their failure to “inquire of the bank” about the

absence of three successive months of statements, the Terry plaintiffs left blank

checks in an unlocked drawer, easily accessible to the bad actor. See id. Similarly, in



12  Terry was tried to a jury. The Washington court reviewed and found sufficient evidence
to support submission of the bank’s 3.406 affirmative defense.

930505.20140273/2851932.1
                                            31
addition to failing to inquire of Compass about the absence of at least 18 monthly

statements, Calleja, or one of the other account owners, left sufficient personal

information unguarded and accessible for an interloper to have Compass redirect

Account statements before the first transaction. Calleja failed to discharge his duty

to use ordinary care for the protection of his own interests. Barfield, 426 S.W.2d at

840; Tex. Bus. & Com. Code § 3.406(a); Terry, 492 P.2d at 535. Despite Compass’

citation to Terry, the Court of Appeals did not discuss the case.

         The first transaction Calleja claimed was not authorized was the imposter’s

order for blank checks. CR246. The charge appeared on the May-June

statement. Id. The statement had been redirected. Calleja did not ask why it did

not arrive as expected. The next statement shows a $38,700.00 check paid on

July 30, 2012. CR249. Calleja did not contact Compass to ask about this missing

statement either. See Terry, 492 P.2d at 535.13




13  Under Calleja’s analysis, if a bank customer such as Calleja instructs the bank to mail
statements to a relative, and then the bank complies as requested, there could be scenarios
where a bank customer then never has to monitor the account. For example, if that bank
customer then intentionally or inadvertently lets their banking information become
compromised to allow an imposter to call the bank and have all the necessary information to
change the address to which statements are sent, and such future statements are sent to a
different address, under Calleja’s analysis, Calleja never has to notice that his account
statements are no longer being sent per his direction, and he can simply ignore the account
for 18 months.

930505.20140273/2851932.1
                                            32
         In Myrick v. Nat’l Sav. & Trust Co., a case from the District of Columbia

court of appeals, the customer received only one bank statement and a few

cancelled checks over about nine months. See Myrick v. Nat’l Sav. & Trust Co.,

268 A.2d 526, 527 (D.C. 1970). The Myrick court affirmed judgment n.o.v. for

the bank where “[t]he record is devoid of any evidence justifying [customer’s]

failure to inquire of the bank as to her lack of receipt of monthly statements and

cancelled checks” and “[held] that Miss Myrick was negligent as a matter of law

in not making this inquiry of the bank ….” Id. at 527-28. Quoting its version of

3.406, the court held Myrick’s “‘negligence substantially contribute(d) [sic] … to

the making of an unauthorized signature,’” precluding her claim. Id. Despite

Compass’ citation to Myrick, the Court of Appeals did not discuss the case.

         From at least as early as January 2012, six months before someone used

his personal and account information to redirect the bank statements, Calleja

ignored his account. He said, “There was no need to ‘keep track’ of banking

information because no authorized checks (except perhaps two checks

described in response to Interrogatory No. 10) would be shown in statements

after May 2012.” CR321-22. It is not “authorized” activity that demands

vigilance. See Barfield, 426 S.W.2d at 840 (stating that a party to an arm’s length

business transaction has a duty to use ordinary care for the protection of his



930505.20140273/2851932.1
                                          33
own interests and is charged with knowledge of all facts that would have been

discovered by a reasonably prudent, similarly situated person). Rather, it is the

risk of unauthorized activity which the customer is in the best position to guard

against and demands Calleja’s diligence. See Martin, 29 S.W.3d at 92, 94 (noting

the UCC’s purpose of allocating responsibility to the person best able to prevent

loss and placing the risk of non-receipt of bank statements on the customer in

the 4.406 context); Sw. Bank v. Info. Support Concepts, Inc., 149 S.W.3d 104 (Tex.

2004) (resolving perceived tension between Texas Civil Practice and Remedies

Code Chapter 33 14 proportionate responsibility and UCC section 3–406’s

comparative fault and liability scheme allocating the loss between two

negligent—but innocent—parties.); John Hancock Fin. Servs., Inc. v. Old Kent Bank,

346 F.3d 727, 732 (6th Cir. 2003). Calleja willingly accepted the risk that

unauthorized transactions could go undetected by asking Compass to mail

statements to his brother’s home in The Woodlands then, “from time-to-time,”

retrieving them, unopened. CR46; CR152. Calleja claimed he “never signed up

for online access and relied completely” on reviewing statements mailed to The

Woodlands. CR321; but see CR50. Where Calleja’s complete reliance (CR321) on

retrieval of unopened statements “from time-to-time” meant Calleja did not


14   Tex. Civ. Prac. & Rem. Code § 33.001, et seq.

930505.20140273/2851932.1
                                              34
review statements for at least 18 to 24 months (see id.), there was, as the trial

court determined, a failure to exercise diligence as a matter of law. CR735; see

also, Barfield, 426 S.W.2d at 840.

         Unlike the trial court, the Court of Appeals focused on Calleja’s

inattention to his affairs during the 18 months after the first transaction. As to

the six months preceding the first transaction, the Court of Appeals noted,

“there is scant summary judgment evidence concerning the circumstances under

which the unknown third party obtained Calleja’s banking information and used

that information to change the account address, obtain a debit card, order blank

checks, and forge Calleja’s signature on several checks.” Calleja-Ahedo, 508

S.W.3d at 806. But scant evidence about how it occurred does not change the

undisputed fact that someone obtained and used Calleja’s information.

         There is no dispute that Calleja’s personal information was allegedly

purloined and used to effectuate the fraud.15 Precisely because there is “scant

evidence” of how that occurred, section 3.406 is implicated. Without evidence

to the contrary, one assumes Calleja and Compass are both “innocent,” if

potentially negligent, parties. With “scant evidence” (there is none) how Calleja’s

15  Calleja provided no evidence to the trial court that other signers had not changed the
address. In other words, even if Calleja swore that he did not change the address, if another
signer on the account had properly changed the address, the bank was doing as an account
owner had directed.

930505.20140273/2851932.1
                                             35
personal information was compromised, section 3.406 serves the “important

objective” of the UCC “of promoting certainty and predictability in commercial

transactions … [b]y prospectively establishing rules of liability that are generally

based not on actual fault but on allocating responsibility to the party best able to

prevent the loss by the exercise of care ….” Putnam Rolling Ladder Co., Inc. v.

Manufacturers Hanover Tr. Co., 546 N.E.2d 904, 908 (NY 1989); Sw. Bank v. Info.

Support Concepts, Inc., 149 S.W.3d 104, 109-10 (Tex. 2004). As the trial court

recognized, Calleja was that party.

         Calleja was in the best position to safeguard his personal and account

information used by an interloper to telephone the bank and redirect monthly

statements. 16 Regardless of the circumstances by which it was compromised,

Calleja (or one of the other account owners or the brother) failed to protect his

own interests by failing to safeguard the information. Barfield, 426 S.W.2d at 840.

Further, it was Calleja’s choice to “rel[y] completely” on his sporadic (at best)

approach to reviewing statements. CR321. Liberal construction and application


16  If this Court follows Calleja’s logic, one who has experienced bank fraud can notice that
he did not receive a bank statement for a month, and under Calleja’s analysis, the law
purportedly allows him to do nothing. Under Calleja’s analysis, even a person who has
experienced bank fraud on another account does not have to review bank statements for as
long as it takes to drain the entire account and then still can make a claim against his bank to
recover the entire amount of the loss. Calleja’s argument cannot be reconciled with this
Court’s prior determination that a customer is generally in the best position to prevent the
loss.

930505.20140273/2851932.1
                                              36
of section 3.406 in service of the purposes and policies of the UCC dictates that

Calleja, not Compass, was the party best able to prevent the loss. Tex. Bus. &

Com. Code § 1.103(a); Info. Support Concepts, Inc., 149 S.W.3d at 110; Martin, 29

S.W.3d at 93.

          Having done nothing to keep track of his account since at least January

(“there was no need” (CR321-22)), when the May-June 2012 statement did not

arrive at The Woodlands address, like the Terry and Myrick plaintiffs, Calleja’s

failure to make any inquiry compounded his negligence.17 Consistent with Terry

and Myrick, applying the Government Code, and under the same rule employed

by this Court in TIG Ins. Co., the Court of Appeals should have affirmed the

trial court’s judgment. Tex. Gov’t Code § 311.028; see TIG Ins. Co., 211 S.W.3d

at 314; 1/2 Price Checks Cashed v. United Auto. Ins. Co., 344 S.W.3d 378, 391 (Tex.

2011) (“The UCC should be construed to promote uniformity with other

jurisdictions.”). In service of the important objectives of the UCC, the Court of

Appeals should have affirmed. See Putnam, 546 N.E.2d at 908; Info. Support

Concepts, Inc., 149 S.W.3d 104.



17  Had Calleja promptly informed Compass that his May 31, 2012 – June 28, 2012,
statement was not received and requested a copy, he would have seen a debit for checks he
claims he did not order. Had Calleja exercised a modicum of diligence, the July 31, 2012,
transaction could have been prevented or, if not prevented, made known to Compass while
viable opportunities for recovering the funds still existed.

930505.20140273/2851932.1
                                           37
         Rather than properly applying section 3.406, the Court of Appeals based

its decision on the perceived absence of an explicit “operative statutory or

contractual[18] provision that required Calleja to notice that he was not receiving

statements … and to report those missing statements to the Bank within thirty

days.” Calleja-Ahedo, 508 S.W.3d at 805. The court’s reliance on the conjunctive, “to

notice” and “to report … within thirty days,” conflates sections 3.406 and 4.406.19

Section 3.406, a comparative negligence statute, recognizes a duty of ordinary care

and precludes Calleja if his failure to discharge his duty “substantially contributes

… to the making of a forged signature.” Tex. Bus. & Com. Code § 3.406. Thus,

contrary to the statement by the Court of Appeals, section 3.406 is the “operative

statutory … provision.” Calleja-Ahedo, 508 S.W.3d at 805. It is the operative

statutory provision of a uniform law which the Court of Appeals glossed over

with no reference to cited decisions of other jurisdictions. See Tex. Gov’t Code §

311.028; Tex. Bus. & Com. Code § 1.103(a)(3); 1/2 Price Checks Cashed, 344 S.W.3d

at 391.


18   The 2012 deposit agreement includes the term, “[n]otify us promptly if you do not
receive your statement by the date you normally would expect to receive it.” CR212. Both
the 2008 and the 2012 deposit agreements require the customer to “report exceptions to us
within thirty (30) days after we send or make the statement or notice available ….” CR65;
CR212.
19 Indeed, there are two different sections in the UCC for a reason, and in this case, Calleja

is trying to avoid both UCC sections and claim he never needed to review a bank statement
if an imposter gets his banking information and changes his address.

930505.20140273/2851932.1
                                              38
         The Court of Appeals also failed to properly analyze the causation

element of 3.406. See Calleja-Ahedo, 508 S.W.3d at 805. The court first

erroneously tied Calleja’s duty of ordinary care to the “trigger” of 4.406. Id. It

then utilized a questionable textual analysis of the trial court’s order to discount

the effect of Calleja’s “from time to time” method of monitoring the Account

on the interloper’s ability to drain the Account. Calleja-Ahedo, 508 S.W.3d at 806.

The Court of Appeals read an expressly inclusive sentence to be exclusive 20 to

support its conclusion. This analysis runs counter to the recognized objectives

of the UCC, including certainty, predictability, and allocation of responsibility to

the party best able to prevent the loss. See Info. Support Concepts, Inc., 149 S.W.3d

at 109-10.21

         Comment 2 to section 3.406 explains “what is intended” by use of

“substantially contributes” in subsection (a), referencing Thompson Maple Products,

Inc. v. Citizens Nat’l Bank of Corry, 234 A.2d 32, 34 (Pa. Super Ct. 1967). See Tex.



20  The trial court’s order states: “In particular, but not as the sole reason for this ruling, the
Court rules that where the check at issue was cashed on July 30, 2012, and the Plaintiff did
not notify the bank until January 29, 2014, as a matter of law Plaintiff has failed to exercise
diligence in protecting himself from alleged fraud regardless of any shortcomings in sending
bank statements.” CR539.
21 Under the Court of Appeal’s analysis, a bank customer can intentionally or inadvertently

allow a third-party to get his bank information and call the bank and change the address.
Then, the bank customer can do nothing indefinitely; and, if the bank account is drained, the
bank is apparently absolutely liable.

930505.20140273/2851932.1
                                                39
Bus. & Com. Code § 3.406 cmt. 2. As one Oklahoma court explained (in a case

not involving bank statements), “Section 3–406 requires less stringent proof than

the ‘direct and proximate cause’ test for general negligence. Conduct is a

contributing cause of an alteration or forgery if it is a substantial factor in

bringing it about, or makes it ‘easier for the wrongdoer to commit his wrong.’”

Bank of Nichols Hills v. Bank of Oklahoma, 196 P.3d 984, 986-87 (Okla. Civ. App.

2008) (citations omitted). The summary judgment record supports the trial

court’s determination that Calleja’s chosen method of monitoring the Account

by relying “completely” on reviewing statements delivered to The Woodlands,

which he did not bother to retrieve for at least two years (CR321-22), together

with the undisputed fact that some third party gained access to his personal and

banking information made it “easier for the wrongdoer to commit his wrong.”

Bank of Nichols Hills, 196 P.3d at 986-87.

         In the Terry v. Puget Sound case mentioned above, the Washington court,

relying on section 3.406, precluded the customers’ recovery for their failure to

“inquire of the bank” about the absence of three successive months of

statements, coupled with leaving blank checks in an unlocked drawer. Terry, 492

P.2d at 535. In the Myrick case, the District of Columbia court affirmed

judgment n.o.v. for the bank where “[t]he record is devoid of any evidence



930505.20140273/2851932.1
                                          40
justifying [customer’s] failure to inquire of the bank as to her lack of receipt of

monthly statements and cancelled checks” and “[held] that Miss Myrick was

negligent as a matter of law in not making this inquiry of the bank ….” Myrick,

268 A.2d at 527-28. Quoting its version of 3.406, the court held Myrick’s

“‘negligence substantially contribute(d) [sic] … to the making of an unauthorized

signature.’” Id. Despite Compass’ citations, the Court of Appeals did not discuss

either case.

          Ordinary care includes diligence to protect one’s own interests. See Via Net,

211 S.W.3d at 314. Like the customers in Myrick and Puget Sound, Calleja’s “failing

even to ask” for information about his account was “not due diligence.” Id. (citing

Wagner & Brown, Ltd. v. Horwood, 58 S.W.3d 732, 736 (Tex. 2001)). Calleja’s cavalier,

“[t]here was no need to ‘keep track’ of banking information because no

authorized checks … would be shown” (CR321-22), was “not due diligence.” Via

Net, 211 S.W.3d at 314.

         As between Compass and Calleja, Calleja was in the best position to protect

his personal and banking information. Calleja had experienced bank fraud in the

past and should have had an even greater motivation to monitor his banking

activities. He was in the best position to know if he was not receiving bank

statements where and when he would normally expect them. Calleja was the party



930505.20140273/2851932.1
                                           41
best able to prevent the loss by the exercise of ordinary care. Info. Support

Concepts, Inc., 149 S.W.3d 104; Putnam Rolling Ladder Co., Inc., 546 N.E.2d at 908.

[The Court of Appeals erred by reversing the trial court’s judgment.]

         D.        Calleja’s claims are precluded under Business and Commerce
                   Code section 4.406.

         While Article 3 of the Texas Business and Commerce Code, “Negotiable

Instruments,” governs rights and duties of parties to negotiable instruments like

the check at issue here, Article 4, “Bank Deposits and Collections,” governs the

relationship between a bank and its customer. In Martin, a live-in girlfriend took

funds from Martin’s account without his permission and concealed her fraud by

intercepting monthly statements. See Am. Airlines Emps. Fed. Credit Union v. Martin,

29 S.W.3d 86 (Tex. 2000). Martin argued that since he never received the bank

statements, he never had a duty to report unauthorized transactions. This Court

rejected this argument and explained that the customer’s burden to discover

unauthorized transactions “includes the risk of non-receipt of account

statements.” Id. at 94.

         Calleja claims that because the monthly bank statements were sent to the

new address, Calleja had no duty to review the statements, report any alleged

improper disbursements, or alert the bank that he was no longer receiving

statements. Calleja acknowledges that he did nothing to monitor the account for


930505.20140273/2851932.1
                                          42
approximately 24 months and did not notice that funds were taken from the

account during this time. CR46-49; CR321-22. Between a customer and his bank,

the customer is in the best position to know whether he received his monthly

bank statement, and the customer should notify the bank accordingly and request

a duplicate copy.

         This argument ignores the UCC statutory scheme, which “provides for an

allocation of responsibility between the customer and a financial institution

according to which party is best able to prevent loss.” Okonkwo v. Washington

Mutual Bank, FA, No. 14-05-00925-CV, 2007 WL 763821, at *6 (Tex. App.—

Houston [14th Dist.] Mar. 15, 2007, no pet.).22

         The customer’s duty to exercise reasonable care to discover and report

unauthorized transactions is triggered when the bank provides “sufficient

information,” which is “statutorily defined as a bank ‘send[ing] or mak[ing]

available to a customer a statement of account showing payment of items for the

account….’” Okonkwo, 2007 WL 763821, at * 6 (quoting Tex. Bus. & Com. Code §

4.406(a)) (emphasis added); see, e.g., Schiro, 68 S.W.3d at 57. The official UCC

comment makes clear that: “[t]he ‘safe harbor’ provided by subsection (a) serves to


22  See also Schiro v. Texas Community Bank, 68 S.W.3d 55, 57 (Tex. App.—Dallas 2001, no
pet.); Cross Creek Investments, Inc. v. First State Bank, No. 03-00-00439-CV, 2001 WL 459177
(Tex. App.—Austin May 3, 2001, no pet.).

930505.20140273/2851932.1
                                              43
permit a bank, based on the state of existing technology, to trigger the

customer’s duties under subsection (c) ….” Tex. Bus. & Comm. Code § 4.406,

cmt. 1 (emphasis added).

         Compass made “available” to Calleja a statement of account and supplied

“sufficient information” identifying the disbursements and checks at issue.23 See

CR397. Again, if Calleja did not receive a statement, he should have exercised

ordinary care and contacted the bank to request a statement. See CR397. Calleja

presented no evidence that he did so.

         Calleja argues that he had no duty to monitor his monthly banking activity

unless and until Compass sent a monthly bank statement. This argument ignores

both provisions in the deposit agreement and that section 4.406 is entitled,

Customer’s Duty to Discover and Report Unauthorized Signature or

Alteration, and that this Court stated as follows:

         Section 4.406 acknowledges that the customer is best situated to detect
         unauthorized transactions on his own account by placing the burden on the
         customer to exercise reasonable care to discover and report such
         transactions.



23  If a bank customer’s account information becomes compromised, the bank is called with
that information, and the address is changed so the customer never receives another
monthly statement, under Calleja’s arguments, the customer never has to notify the bank
that he has not received statements, and he can recover damages from the bank for an
indefinite period of time once the account has been completely drained.


930505.20140273/2851932.1
                                           44
Martin, 29 S.W.2d 86 at 92. Later in its opinion, this Court stated,

         Further, as we have said, the purpose of section 4.406 is to place the burden
         on those best able to detect unauthorized transactions so that further
         unauthorized transactions can be prevented, and this burden includes the
         risk of non-receipt of account statements. Necessarily then, the burden
         must fall on the customer, the one most familiar with the underlying
         transaction.

Id. at 94 (emphasis added). A bank customer is in the best position to know

whether he received a monthly statement, and if not, the exercise of ordinary care

requires that he alert the bank. Allowing a customer to avoid a duty to report

unauthorized transactions in this situation undermines the reasoning of Martin.

         Even if the statements were no longer sent to his brother’s address—a

situation that apparently neither Calleja nor his brother were monitoring—Calleja

could have obtained additional copies of statements. Moreover, Compass made

them available in several different ways. See CR397-98. Calleja received statements

until the address was changed in 2012. All of the statements Calleja admitted

receiving stated, “If you have any questions about your statement, call Customer Service at 1-

800-266-7277.” CR397. Thus, Calleja had information available to contact the

bank to inquire about the status of his account. See CR397. Compass did not

refuse to make them available. See CR397-98. Calleja could also have visited a

bank branch to obtain them. See CR397. Alternatively, Calleja could have

reviewed the statements by obtaining online banking for free. See CR397-98. The


930505.20140273/2851932.1
                                             45
Court of Appeals used a strained interpretation of the contract and purported

facts to avoid holding Calleja responsible for failing to timely notify the bank.

         It is settled under section 4.406 that by mailing properly addressed

statements to the customer the bank makes them available. See, e.g., In re Estate of

Berry, 280 S.W.3d 478, 480–81 (Tex. App.—Dallas 2009, no pet.); Tex. Bus. &

Com. Code § 1.201(b)(36); see also Jefferson State Bank v. Lenk, 323 S.W.3d 146, 149

(Tex. 2010). The limits of what else may constitute making bank statements

available in particular circumstances are not yet defined.

         The Court determined in Lenk that when the customer is deceased and no

representative appointed, a bank holding statements makes them available. Lenk,

323 S.W.3d at 149 (noting an estate administrator’s authority and duties under the

Probate Code—now the Texas Estates Code—including, to “collect and take into

possession the personal property … of the estate ….”); see, e.g., Tex. Estates Code

§ 351.102. The Court distinguished its decision in Lenk from a Georgia Supreme

Court case, First Citizens Bank of Clayton County v. All-Lift of Georgia, Inc., 55 S.E.2d

1 (Ga. Ct. App. 2001), on the basis that the customer there was not deceased.

Lenk, 323 S.W.3d at 150, n. 7. The Georgia court found “that a bank does not

make statements available within the meaning of [4-406] by merely holding

statements and doing nothing more.” All-Lift of Georgia, Inc., 555 S.E.2d at 3. The



930505.20140273/2851932.1
                                           46
Georgia court further stated that the bank’s policy of holding statements pursuant

to a written request would “probably qualify as making them available within the

meaning of [4.406].” Id. But, in that summary judgment case, the bank produced,

“at best, only circumstantial evidence” of any such request and, All Lift’s president

submitted an affidavit providing direct evidence that the customer never

authorized the bank to hold statements. Id.

         The 1988 signature card states in the “mailing address” blank: “Hold All

Correspondence Fuente De Baco #13 Tecamachalco, Mexico D.F.” CR50, CR230.

The same document, a part of both Calleja’s and Compass’ summary judgment

evidence, provides: “Depositor shall immediately notify Bank in writing of any

change in the information given to Bank as appears herein.” CR50; CR230. Unlike

the All-Lift case, the record here includes more than mere circumstantial evidence

of Calleja’s written instruction to hold bank statements. And, in this case, there is a

complete absence of evidence that Calleja ever gave Compass written notice

changing the “information given to the Bank” in 1988. CR50; CR230.

         With no evidence of any written notice, the Court of Appeals credited

Calleja’s affidavit testimony that he “directed that the bank statements” be mailed

to his brother’s address (CR46), and that neither he nor another signatory

“requested or directed the Bank at any time after 2008 to change the address on



930505.20140273/2851932.1
                                          47
the Account … or to retain the Account statements at the Bank.” Calleja-Ahedo,

508 S.W.3d at 803. Upon this affidavit testimony, the Court of Appeals concluded

that “the parties contractually limited the ways in which the Bank could make

account statements available to Calleja, and both parties are bound by this

limitation.” Id. (citing Compass Bank v. Nacim, 459 S.W.3d 95, 108 (Tex. App.—El

Paso 2015, no pet.)).

         Parties, of course, have the power to modify their contracts. See, e.g.,

Hathaway v. Gen. Mills, Inc., 711 S.W.2d 227, 228 (Tex. 1986). However, whether a

contract has been modified depends on the parties’ intent, a quintessentially

factual inquiry. Id. at 228-29 (citing Coastal Plains Development Corp. v. Tech-Can Corp.,

531 S.W.2d 143 (Tex. Civ. App.—Houston [1st Dist.] 1975, writ ref ’d n.r.e.)). Here

there are no facts to support a modification. By its terms, the signature card

requires notice “in writing of any change in the information given to” Compass.

CR50; CR230. Calleja presented no evidence or authority that would exclude

changing the record “Mailing Address” … “Hold All Correspondence Fuente De

Baco #13 Tecamachalco, Mexico D.F.” from the requirement for written notice.

CR50; CR230. In order to prove the contract was modified as the Court of

Appeals concluded, Calleja had the burden of proving (conclusively as summary

judgment movant) that he changed his mailing address of record by the agreed



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                                            48
method, written notice. See Hathaway, 711 S.W.2d at 229. There is no such

evidence—certainly no conclusive evidence. There is a complete absence of

evidence that Calleja notified Compass in writing or that Compass agreed at any

time that mailing statements to Calleja’s brother’s address would be the exclusive

method for making statements available.24

         Further, as summary judgment movant,25 Calleja is not entitled to an

inference that when he “directed” Compass to send statements to his brother’s

address that the direction was in writing.26 See Lewis v. Aurora Loan Services, No.

01-15-00362-CV, 2016 WL 887176, at *2 (Tex. App.—Houston [1st Dist.] Mar.

8, 2016, no pet.) (citing Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548–49

(Tex. 1985)). Calleja is not entitled to an inference that by accommodating the



24  Both editions of the deposit agreement include a “nonwaiver” provision: “No departure
by us from the provisions of this Agreement … shall constitute a waiver by us of any further
right to impose … or enforce the provisions of this Agreement ….” CR70; CR218.
Nonwaiver provisions in contracts are binding and enforceable. Shields Ltd. P’ship v. Bradberry,
526 S.W.3d 471, 481 (Tex. 2017).
25 The parties filed cross motions for summary judgment, and the court of appeals reversed

the summary judgment entered in favor of Compass (under which it would be proper to grant
an inference in favor of Calleja) and instead directed judgment be entered on Calleja’s
affirmative motion for summary judgment (under which all inferences should be resolved in
favor of Compass, as the non-movant). See, e.g., Apache Indus. Painting v. Gulf Copper & Mfg.
Corp., No. 01-08-00812-CV, 2010 WL 1611450, at *2 (Tex. App.—Houston [1st Dist.] Apr.
22, 2010, no pet.) (citing FM Props. Operating Co. v. City of Austin, 22 S.W.3d 868, 872 (Tex.
2000); Tex. Mun. Power Agency v. Pub. Util. Comm’n of Tex., 253 S.W.3d 184, 192, 199 (Tex.
2007)).
26 Calleja produced no evidence in the trial court that other signatories had also not called

Compass or shared the banking information.

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                                              49
request Compass agreed that mailing statements to the brother’s address became

the exclusive method of making them available or that it waived the right to rely

on the signature card as a component of the written contract. Id.; see also Shields

Ltd. P’ship v. Bradberry, 526 S.W.3d 471, 481 (Tex. 2017) (acknowledging nonwaiver

provisions in contracts are binding and enforceable); CR70; CR218.

         The Court of Appeals, moreover, has no authority to find or impliedly find

such omitted, necessary facts. See, e.g., Texas Nat’l Bank v. Karnes, 717 S.W.2d

901, 903 (Tex. 1986); Levine v. Steve Scharn Custom Homes, Inc., 448 S.W.3d 637,

653 (Tex. App.—Houston [1st Dist.] 2014, pet. denied) (citing Golden Eagle

Archery, Inc. v. Jackson, 116 S.W.3d 757, 761 (Tex. 2003). Without proof of those

facts, there is a complete absence of support for the Court of Appeals conclusion,

as stated, that “the parties contractually limited the ways in which the Bank could

make account statements available to Calleja.” Calleja-Ahedo, 508 S.W.3d at 803.

There is no evidence that the parties formed the contract the Court of Appeals

conclusion necessarily implies. Because the signature card formed a part of the

agreement at all times, moreover, any contractual limitation on how Compass

could make statements available necessarily includes Compass’ right to “hold all

correspondence,” unless and until that “information” was changed by written




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notice, regardless whether the 2008 deposit agreement, the 2012 deposit

agreement, or neither of them was effective at material times. See CR50; CR230.

         The passage from the Nacim case quoted by the Court of Appeals is part of

the El Paso court’s contract analysis to determine the effect of what it determined

was a contractually modified section 4.406 “trigger” date. Nacim, 459 S.W.3d at

107-08. With respect for both courts, the ambiguity analysis in Nacim is inapposite,

if flawed,27 and the Court of Appeals reliance on Nacim in this case is misplaced.

         The deposit agreement language in Nacim and in this case is the same:

         You agree that you will carefully examine each account statement or
         notice you receive and report any exceptions to us promptly after you receive
         the statement or notice. You agree to act in a prompt and reasonable
         manner in reviewing your statement or notice and reporting any
         exceptions to us. If you do not report an exception to us within thirty (30)
         days after we send the statement or notice to you, you agree that we will not be
         liable to you for any loss you suffer related to that exception. This means
         that, if you do not report exceptions to us within thirty (30) days after
         we send the statement or notice to you, we will not reimburse you for
         any loss you suffer, including, but not limited to, any amounts lost as a
         result of: paying any unauthorized, forged, or altered item ....
27   “‘A contract is ambiguous when its meaning is uncertain and doubtful or is reasonably
susceptible to more than one interpretation.’” Nacim, 459 S.W.3d at 107 (quoting Heritage
Resources, Inc. v. NationsBank, 939 S.W.2d 118, 121 (Tex. 1996)). Contrary to the El Paso
court’s interpretation, the deposit agreement does not “require[]” in the first two sentences
quoted above that “the customer report questionable transactions once the customer actually
receives the account statement.” Nacim, 459 S.W.3d at 108. Rather, those sentences embody
the customer’s agreements to carefully examine and report exceptions after receiving a
statement and to act in a prompt and reasonable manner in reviewing statements and
reporting exceptions. See id. The two sentences which follow do not create ambiguity; they
merely specify when (“after we send the statement”) the agreed, thirty day reporting period
begins and what that means to the bank’s liability.



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Calleja-Ahedo, 508 S.W.3d at 803 (emphasis by Court of Appeals); Nacim, 459

S.W.3d at 108; see also CR65 (2008 deposit agreement). The El Paso court in Nacim

reviewed the contract for ambiguity as to when the agreed, thirty day period to

report exceptions began to run. Nacim, 459 S.W.3d at 107. The parties’ agreement

that thirty days was the measure of “reasonable promptness” (Tex. Bus. Com.

Code § 4.406 (c)) in examining statements was central to the bank’s defense in

Nacim where thirty three days elapsed between “sending” and reporting. Nacim,

459 S.W.3d at 104. In this case, Compass’ defenses did not require reliance on a

contractually agreed notice period—Calleja did not notify Compass of any

exception for over eighteen months. And neither party here suggested ambiguity

in any part of the deposit agreement.

         To the extent the Court of Appeals relied on Nacim to hold that Calleja’s

duty to report “never arose under the 2008 Agreement” (Calleja-Ahedo, 508 S.W.3d

at 803) based on use of the word “send” (or “receive”) in the above quoted

excerpt, Compass and Calleja, nonetheless, agreed on the meaning of “made

available” in both the 2008 and the 2012 deposit agreements, and they expressly

agreed in the signature card that that Compass would hold all correspondence.

         Paragraphs (a) and (c) of section 4.406 each use the disjunctive, “sends or

makes available”; paragraph (f) uses the past tense, “made available.” Tex. Bus. &


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                                           52
Com. Code 4.406(a), (c), (f). These provisions of the UCC “shall be liberally

construed and applied to promote its underlying purposes and policies.” Martin, 29

S.W.3d at 93. Calleja and Compass agreed in 1988 that Compass would “hold all

correspondence.” CR50; CR230. They agreed in 1988 that the “Depositor [Calleja]

shall immediately notify Bank in writing of any change in the information given to

Bank as appears herein.” CR50; CR230. The signature card is part of the

agreement between Compass and Calleja. Tex. Fin. Code §§ 34.301(a). Compass

and Calleja reiterated in 2008 (and in 2012) their agreement that Calleja would give

written notice of any change of address. CR65; CR212.

         Compass and Calleja agreed in 2008 (and in 2012) that Compass “may make

statements … available” by “holding” them or delivering them to Calleja “in

accordance with your request or instructions.” CR65; CR212. Neither the 2008

nor the 2012 editions of the deposit agreement amends the terms of the signature

card to the effect that Compass can no longer “hold all correspondence.” To the

contrary, both writings permit it and expressly provide that by doing so, Compass

made such statements available. CR65; CR212. When courts interpret a contract,

they are to examine the entire agreement and give effect to each provision so that

none is rendered meaningless. See, e.g., Kachina Pipeline Co., Inc. v. Lillis, 471 S.W.3d

445, 450 (Tex. 2015).



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         To conclude that the language quoted by the Court of Appeals and by the

court in Nacim obviates the parties’ express agreement as to what constitutes

making statements available is contrary to this basic tenet of contract

construction. The agreement that, “We may make statements … available to you

by holding all or any of these items for you, or delivering all or any of these items

to you, in accordance with your instructions” (CR65; CR212), would be rendered

meaningless in the context of either deposit agreement. Kachina Pipeline Co., 471

S.W.3d at 450. It cannot have been the “true intention of the parties” (Kachina

Pipeline Co., 471 S.W.3d at 450 (quoting Italian Cowboy Partners, Ltd. v. Prudential Ins.

Co. of Am., 341 S.W.3d 323, 333 (Tex. 2011)) that an agreement to a specific period

in which to report exceptions following receipt of a statement or the sending of a

statement means that when a statement is either not received, or is it made

available other than by sending, the customer is absolved of all responsibility to

monitor his account for all time. Such a result would undermine the UCC’s

“carefully considered allocation of responsibility” between a bank and its

customer. Info. Support Concepts, Inc., 149 S.W.3d at 107.

         As the Court stated in Martin:

         Section 4.406 acknowledges that the customer is best situated to
         detect unauthorized transactions on his own account by placing the
         burden on the customer to exercise reasonable care to discover and
         report such transactions.[] The customer’s duty to exercise this care is


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                                            54
         triggered when the bank satisfies its burden to provide sufficient
         information to the customer.

Martin, 29 S.W.3d at 92 (footnote omitted). Section 4.406 permits a bank either to

send or to otherwise make available the account information. Tex. Bus. & Com.

Code § 4.406(a), (c), (f). As in Martin, when Compass satisfied its section 4.406

burden by making sufficient information available as agreed, i.e., “by holding all or

any of these items for [Calleja] in accordance with [his] instructions” (CR65;

CR212; see also CR50; CR230), Calleja’s duty to “promptly notify” Compass was

triggered. Tex. Bus. & Com. Code § 4.406 (c). As the trial court correctly

determined, Calleja failed to discharge that duty. The judgment of the Court of

Appeals should be reversed and the judgment of the trial court reinstated.

         Other Texas courts have recognized and applied the UCC statutory scheme,

which “provides for an allocation of responsibility between the customer and a

financial institution according to which party is best able to prevent loss.”

Okonkwo v. Washington Mutual Bank, FA, No. 14-05-00925-CV, 2007 WL 763821, at

*6 (Tex. App.—Houston [14th Dist.] Mar. 15, 2007, no pet.) (citing Martin, 29

S.W.3d at 92); see also Schiro v. Texas Community Bank, 68 S.W.3d 55, 57 (Tex. App.—

Dallas 2001, no pet.); Cross Creek Investments, Inc. v. First State Bank, No. 03-00-

00439-CV, 2001 WL 459177 (Tex. App.—Austin May 3, 2001, no pet.). The

courts uniformly recognize the disjunctive nature of 4.406, that the customer’s


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                                           55
duty to exercise reasonable care to discover and report unauthorized transactions

is triggered when the bank provides “sufficient information,” which is “statutorily

defined as a bank ‘send[ing] or mak[ing] available to a customer a statement of

account showing payment of items for the account….’” Okonkwo, 2007 WL

763821, at * 6 (quoting Tex. Bus. & Com. Code § 4.406(a)) (emphasis added); see,

e.g., Schiro, 68 S.W.3d at 57.

         In Texas, the “cardinal rule of statutory construction is to ascertain the

‘legislature’s intent,’ and to give effect to that intent. The duty of the court is to

construe a statute as written and ascertain the legislature’s intent from the language

of the act.” LaSalle Bank Nat’l Ass’n v. Sleutel, 289 F. 3d 837, 839 (5th Cir. 2002)

(citing Union Bankers Ins. Co. v. Shelton, 889 S.W.2d 278, 280 (Tex. 1994); Morrison v.

Chan, 699 S.W.2d 205, 208 (Tex. 1985)). Further informing the legislative intent,

the official UCC comment makes clear that: “[t]he ‘safe harbor’ provided by

subsection (a) serves to permit a bank, based on the state of existing

technology, to trigger the customer’s duties under subsection (c) ….” Tex. Bus.

& Com. Code §4.406 cmt. 1 (emphasis added). Existing technology includes on-

line access to account statements. See, e.g., Kaplan v. JPMorgan Chase Bank, N.A., No.

14-C-5720, 2015 WL 2358240 (N.D. Ill. May 12, 2015). The plaintiff in Kaplan

argued that she had not seen account statements, and this was why she waited



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                                            56
more than a year to report alleged unauthorized disbursements. The bank

confirmed that the account statements were made available online each

month. Kaplan claimed that she had problems using her online banking access,

but the court concluded the statements were made available after reasoning that

plaintiff also could have obtained her account statements by going to her local

branch by requesting them either in person or by phone.

         Here, if Calleja—who knew statements were being generated—could have

used online banking but chose not to, or he could have called the bank and

requested a copy of any monthly statement. See Tatis v. U.S. Bancorp, 473 F.3d 672,

675–76 (6th Cir. 2007) (finding that where Tatis, who knew that monthly

statements were generated and originally had elected to have his statements held

by the bank, that “the statements were ‘made available’” under Ohio’s version of

section 4.406). Like in this case, there was no evidence in Tatis that the bank ever

refused to provide any copy or refused to provide online access. CR397; Tatis, 473

F.3d at 675. Plus, the backs of the statements that were mailed to Calleja’s

brother’s address had both addresses and phone numbers for Calleja to call to get

information from Compass. See CR397. Nevertheless, Calleja never contacted

Compass to get a copy of his statement or to inquire why statements were no

being received at the Woodlands address. See CR397. Calleja elected not to take



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                                         57
advantage of the existing technology, online banking; he did not visit or contact

any Compass branch; Calleja made no effort for eighteen months to review any

bank statements.28 See CR397-98. Nor did Calleja ever contact Compass to verify

the balance of his account. Calleja wholly failed to monitor the status of his bank

account for six months before and eighteen months after the first unauthorized

transaction. There is no evidence that he would have reviewed the statements even

if the statements had been delivered to his brother’s apartment.

         Again, if Calleja did not receive a statement, he had a duty of ordinary care

and should have contacted Compass to find out why statements were no longer

being sent to the Woodlands. Compare Borowski v. Firstar Bank Milwaukee, N.A.,

579 N.W.2d 247, 250 (Wis. Ct. App. 1998) (stating where properly addressed

statements are intercepted by an interloper, the customer still is not relieved of his

or her responsibilities to either examine the statements or find out why they are

not coming). Calleja presented no evidence that he made any effort to discharge

his responsibility. See Barfield, 426 S.W.2d at 840.




28 Calleja, through his brother who was allegedly receiving the monthly statements, knew or
should have known if the statements were, in fact, not being received. See CR306.


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         E.        Other courts have interpreted the term “made available” as it
                   applies to Texas Business and Commerce Code section 4.406,
                   and the Court of Appeals’ construction of section 4.406 differs
                   from other courts when it determined that Compass had not
                   made the bank statements “available” per section 4.406,
                   which is likely a matter of first impression under Texas law.
         The Appellate Court relied in part on Jefferson State Bank v. Lenk in trying

to analyze the “made available” provision in section 4.406. See Jefferson State

Bank v. Lenk, 323 S.W.3d 146 (Tex. 2010). In that case, the bank customer had

died, and the Court discussed what banks need to do after a customer’s death

because the customer was no longer able to receive statements or report

purported unauthorized transactions. The present case is distinguishable

because Calleja has always been alive throughout this dispute. Calleja simply

failed to review any of his bank statements for approximately two years. See

CR46-47.

         There does not appear to be any Texas case that has construed what

constitutes “mak[ing] available” bank statements when the customer is alive and

never tells the bank that he is not receiving statements or when an alleged

imposter causes bank statements to be sent to a new address, and the customer

fails to inform the bank he is no longer getting statements.

         Under section 4.406, “[t]he plain language of the statute [thus] simply

require[s] the Bank to ‘send or make available’ account statements.” Okonkwo


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                                           59
v. Washington Mutual Bank, FA, No. 14-05-00925-CV, 2007 WL 763821, at *6

(Tex. App.—Houston [14th Dist.] March 15, 2007, no pet.) (emphasis added);

see also Schiro v. Texas Community Bank, N.A., 68 S.W.3d 55, 57 (Tex. App.—

Dallas 2001, no pet.). In Texas, the “cardinal rule of statutory construction is to

ascertain the ‘legislature’s intent,’ and to give effect to that intent. The duty of

the court is to construe a statute as written and ascertain the legislature’s intent

from the language of the act.” LaSalle Bank Nat’l Ass’n v. Sleutel, 289 F. 3d 837,

839 (5th Cir. 2002).29

         Here, if Calleja had called the bank and requested a duplicate copy of the

monthly statement, and the bank had refused to provide a duplicate copy, then

this would show that the statements were not made available. The backs of the

monthly statements Calleja did receive had several addresses or phone numbers

for Calleja to call to get information from Compass. However, Calleja in this

matter never contacted Compass to get a duplicate copy. See CR305; CR397.

Calleja could have used online banking, visited a branch or done other things to

review statements. 30 See CR397-98. Instead, Calleja wholly failed to monitor the



29 Surely the legislature did not intend for a bank customer to never have to notify a bank if
they stop receiving bank statements.
30 Calleja, through his brother who was allegedly receiving the monthly statements, knew or

should have known if the statements were not being received. See CR306.


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                                             60
status of his bank account. There is no evidence that he would have reviewed

the statements even if the statements had been delivered to his brother’s

apartment.

         The Supreme Court of Minnesota analyzed the issue of placing the risk of

non-receipt of bank statements on the bank customer as opposed to the bank.

See Stowell v. Cloquet Co-op Credit Union, 557 N.W.2d 567 (Minn. 1997). In Stowell,

the customer argued that the customer had not received statements and said the

statements were not “made available” under the UCC. The credit union mailed

duplicate statements, but Stowell claimed not to receive them, likely because

they were intercepted by the purported wrongdoer. At no time did Stowell go

to the bank branch and ask that a statement be printed or otherwise provided to

him. The court explained, “[a]llowing accountholders to avoid their duty to

inspect their account statements by denying receipt of the account

statements would place unreasonable financial burdens on banks and

other financial institutions by forcing them to prove receipt either

through the use of certified mail or by individually contacting the

customers, or to confirm that they had, in fact, received their account

statement. Such measures would often be prohibitively expensive.” Id. at

572 (emphasis added).



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                                         61
         Likewise, the court in Borowski confirmed that, even if a customer claimed

that the bank was at fault for allegedly not properly sending out the statements,

the bank customer is not relieved of his or her responsibilities “to either

examine those statements and/or find out why they are not coming.” Borowski v.

First Star Bank Milwaukee, 579 N.W.2d 247, 250 (Wis. Ct. App. 1998). In

Wetherill, the court explained that for several years, the plaintiff sought never to

review the account statements and never contacted the bank to ensure that

everything was as it should be. See Wetherill v. Putnam Investments, 122 F.3d 554,

556 (8th Cir. 1997). In Wetherill, the plaintiff argued that the statements were

not “properly addressed” because they were mailed to an address other than the

one that plaintiff had agreed to for the receipt. Id. at 556. However, the court

held that had Wetherill exercised “reasonable diligence”, he would have

discovered the forgeries years before he did so. Id. at 557.

         Similarly, other courts have held that bank statements were “made

available” although the depositor did not receive the statements. See Woods v.

MONY Legacy Life Ins. Co., 641 N.E.2d 1070 (N.Y. 1994); McMickle v. Girard

Bank, 515 A.2d 16 (Pa. Super. Ct 1986) Myrick, 268 A.2d at 527 (holdings that

(Myrick) was negligent as a matter of law for failing to inquire with the bank as

to her lack of receipt of monthly statements and cancelled checks).



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                                          62
         In Westport Bank & Tr. Co. v. Lodge, 325 A.2d 222 (Conn. 1973) the bank

depositor failed to receive her bank statements and did not notify the bank. See

Lodge, 325 A.2d at 223. Because the fraudster had changed the mailing address

on her bank account, Lodge failed to receive bank statements for more than two

years. Id. Lodge at no time attempted to reconcile her bank statements or

inquire of the bank during the two years, and the court held that the lack of

effort to examine the bank statements on the part of Lodge constituted

negligence so as to preclude liability of the bank. See also General Petroleum

Products, Inc. v. Merchants Trust Co., 160 A. 296, 299 (Conn. 1932).

         F.        There are strong policy reasons for the Court to decide this
                   case and affirm the trial court’s judgment.
         Because there is a substantial likelihood that similar facts will occur in the

future, this Court should continue to interpret and apply the UCC in a way that

clarifies that customers are responsible for monitoring their banking activity and

are not to be rewarded for their failure to do so. This Court should not excuse

Calleja’s admitted, intentional failure to monitor his account for two years

(particularly after he had already experienced bank fraud). See CR46-48. If the

court’s decision stands, nothing will prevent a bank customer from entrusting

oversight of an account to a friend or relative, abdicating all personal

responsibility. If the person allegedly monitoring the account has the


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                                           63
customer’s account information and personal information, the person can have

the bank change the account address without the customer’s knowledge. Then,

by omission or design, that person could fail to mention to the customer that

statements are not being received where the customer expected them for six

months, eighteen months, or two years. The customer’s willful ignorance would

allow a bad actor (or co-conspirator) to drain the account, supposedly without

the customer’s knowledge.

         Accordingly, if the Court of Appeals’ ruling in this case stands, the

customer has no duty to discover and to report the “loss” he facilitated by

failing to protect his banking information and willfully ignoring his account,

leaving the bank liable for the loss. There would be no way for the bank to

prevent this type of fraud. Permitting a customer to not report that he did not

get bank statements for 18 months and bear no responsibility is an unjust result.

The customer is in the best position to monitor his own account activity. Sound

policy dictates that there must be some degree of responsibility for a customer

to notify the bank if monthly statements stop arriving.




930505.20140273/2851932.1
                                           64
         G.        Without the 2012 agreement and without the 2008 agreement,
                   there is only one writing material to the parties’ agreement in
                   the record, the 1988 signature card.
         The only writing both parties agree was part of the contract is the 1988

signature card; both offered the card as evidence. See CR46, 50; CR203, 230.

Regardless whether the 2012 version or the 2008 version, or some other version

of deposit agreement also might have been “in effect,” the signature card is part

of the contract. Tex. Fin. Code § 34.301(a). The card includes the parties’

agreement that Compass was authorized to “Hold All Correspondence”:




CR50; CR230. Calleja offered no evidence that he rescinded his agreement

authorizing Compass to “hold all correspondence.” As a movant, he is not

entitled to any inference in his favor. See Lewis v. Aurora Loan Services, 01-15-

00362-CV, No. 2016 WL 887176, at *2 (Tex. App.—Houston [1st Dist.] Mar. 8,

2016, no pet.) (citing Nixon v. Mr. Prop. Mgmt. Co., 690 S.W.2d 546, 548–49 (Tex.

1985)). Calleja offered no evidence or authority that Compass’ subsequent

agreement to provide copies of statements to Calleja’s brother necessarily

revoked the existing, written agreement authorizing Compass to hold all

correspondence. By the clear terms of the only writing in the record which both


930505.20140273/2851932.1
                                            65
parties agree applies, Compass made all statements available at its banking

locations as expressly agreed between the parties. Calleja’s claims are precluded

by the contract and by section 4.406 of the Business and Commerce Code.

CR50; Tex. Bus. & Com. Code § 4.406.

         H.        The Court of Appeals improperly construed plain language in
                   the trial court’s order.
         The Court of Appeals’ interpretation of the trial court’s statement that

Calleja “has failed to exercise diligence in protecting himself from the alleged

fraud” as referring only to “Calleja’s lack of diligence post-forgery” is

impermissibly narrow. See Calleja-Ahedo, 508 S.W.3d at 806. Rather than “the

context of the final judgment itself” (id.), the scope of the context should have

been the entire record: “Reviewing courts do not disregard the evidence

supporting the motion.” City of Keller v. Wilson, 168 S.W.3d at 824 (Tex. 2005); see

also Kennamer v. Estate of Noblitt, 332 S.W.3d 559, 566 (Tex. App.—Houston [1st

Dist.] 2009, pet. denied).

         The Court of Appeals read an expressly inclusive sentence to be

exclusive31 to support its conclusion. See In Matter of Estate of Downing, 461


31  The trial court’s order states: “In particular, but not as the sole reason for this ruling, the
Court rules that where the check at issue was cashed on July 30, 2012, and the Plaintiff did
not notify the bank until January 29, 2014, as a matter of law Plaintiff has failed to exercise
diligence in protecting himself from alleged fraud regardless of any shortcomings in sending
bank statements.” CR539.

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                                                66
S.W.3d 231, 238 (Tex. App.—El Paso 2015, no pet.) (citing El Paso Field Servs.,

L.P. v. MasTec N. Am., Inc., 389 S.W.3d 802, 805–06 (Tex. 2012); see also Tyler v.

Henderson, 162 S.W.2d 170, 175 (Tex. Civ. App.—Fort Worth 1942, writ ref’d

w.o.m.) (“We must give verity to the judgment of the court having such

jurisdiction; we will not construe its language so as to destroy its legal effect

….”). The trial court’s judgment does not exclude or negate reliance on the

conclusively established facts that Calleja failed to safeguard his personal and

banking information and ignored his account for six months before account

funds paid for blank check stock in June (CR246) and before one of those

checks was paid in July, 2012 (CR249). See also CR321-22. Had Calleja paid

attention, personally or through his brother, he would have noticed when—

before any forgery occurred—his bank statement did not arrive at the

Woodlands address. See Myrick, 268 A.2d at 527-28. The Court of Appeals’

restrictive reading of the judgment fails to give due effect this material part of

the summary judgment record; i.e., Calleja’s lack of diligence pre-forgery, including

his obvious failure to safeguard his personal information, making it “easier for

the wrongdoer to commit his wrong.” Bank of Nichols Hills, 196 P.3d at 986-87;

Tex. Bus. & Com. Code § 3.406(a).




930505.20140273/2851932.1
                                         67
         As the Maryland court of appeals stated, “[t]he common thread running

through [cases discussing section 3-406] is that the substantial contribution test

under the UCC includes negligent conduct on the part of the [person precluded]

which previously had been viewed as too remote in the chain of causation to

preclude recovery.” Dominion Const., Inc. v. First Nat’l Bank of Maryland, 163, 315

A.2d 69, 73-74 (Md. 1974). The “new” UCC standard replaced proximate cause

with the “substantial factor” test. Id. The New Jersey court explained: “[t]he

language of [section 3.406] … states plainly that it is the contribution to the

forgery rather than the negligence that must be substantial.” Gast v. Am. Cas. Co.

of Reading, Pa., 240 A.2d 682, 685 (N.J. Super. Ct. App. Div. 1968). Thus,

Calleja’s inattention to his account, the obvious failure to safeguard his personal

information and his “failure to inquire of the bank as to [his] lack of receipt of

monthly statements,” was “negligent as a matter of law.” Myrick, 268 A.2d at

528. Just like Myrick’s, Calleja’s conclusively proven “negligence substantially

contribute(d) … to the making of an unauthorized signature” precluding his

claim. Id. (internal quotations omitted). The trial court’s judgment should be

affirmed.




930505.20140273/2851932.1
                                         68
                                     Conclusion
         This Court should not excuse Calleja’s admitted, intentional failure to

monitor his account for two years. It should not shift responsibility from Calleja

to Compass for Calleja’s failure to properly safeguard his personal and banking

information. If the Court of Appeals’ decision stands, nothing will prevent a

bank customer from entrusting the receipt of account statements to a friend or

relative, abdicating all personal responsibility. The Court of Appeals decision

sanctions Calleja’s chosen method of monitoring his account by relying

“completely” on reviewing statements delivered to The Woodlands, then not

bothering to retrieve a single statement for at least two years. The Court of

Appeals’ decision improperly shifts the burden of loss to Compass where Calleja

was always in the best position to protect against the loss. It was Calleja’s willful

inattention to his own interests and affairs that made it easier for a bad actor to

drain the account. If the Court of Appeals decision stands, Calleja will have

been absolved of all duty to discover and to report a “loss” he facilitated by

failing to protect his banking information and willfully ignoring his account.

There will be no way for a bank to prevent this type of fraud. Common sense,

sound policy, and the law dictate that an account owner bear a degree of




930505.20140273/2851932.1
                                          69
responsibility for protecting his own interests. The Court of Appeals’ decision

absolves Calleja and wrongly places the burden on Compass.

                                       Prayer
         Compass respectfully asks this Court to reverse the decision of the

Appellate Court and to affirm the summary judgment in favor of Compass. In

the alternative, Compass asks the Court to remand the case to resolve all issue of

fact necessary to disposition of this case.

                                       Respectfully submitted,

                                       HIRSCH & WESTHEIMER, P.C.

                                       By: /s/ Michael D. Conner
                                          Michael D. Conner
                                          mconner@hirschwest.com
                                          State Bar No. 04688650
                                          William P. Huttenbach
                                          State Bar No. 24002330
                                          phuttenbach@hirschwest.com
                                          1415 Louisiana, 36th Floor
                                          Houston, Texas 77002
                                          Telephone: (713) 223-5181
                                          Facsimile: (713) 223-9319

                                       Attorneys for Petitioner Compass Bank




930505.20140273/2851932.1
                                         70
                              Certificate of Compliance

      I do hereby certify that the relevant contents of this document consist of
14,956 words, in compliance with Tex. R. App. P. 9.4(i) and this document
complies with the typeface requirements of Tex. R. App. P. 9.4(e) because it has
been prepared in a proportionally spaced typeface using Microsoft Word 2013
in 14 point Garamond font, except for footnotes which are in 13 point typeface.


                                               /s/ Michael D. Conner
                                              Michael D. Conner

                                Certificate of Service

      I hereby certify that on this 20th day of December, 2017, a true and
correct copy of the foregoing document was served via e-service as follows:

                                Michael C. O’Connor
                            moconnor@oconnorcraig.com
                                 Lesley C. O’Connor
                            loconnor@oconnorcraig.com
                                O’CONNOR & CRAIG
                            2825 Wilcrest Drive, Suite 261
                               Houston, Texas 77042
                              Telephone: (713) 266-3311
                              Facsimile: (713) 953-7513

                                               /s/ Michael D. Conner
                                              Michael D. Conner




930505.20140273/2851932.1
                                         71
                                           No. 17-0065


                                   In the Supreme Court of Texas


                                      Compass Bank, Petitioner

                                                 v.

                                Francisco Calleja-Ahedo, Respondent


                  On Petition for Review from the First Court of Appeals
                                    in Houston, Texas
                                Case No. 01-15-00210-CV


                            Appendix to Petitioner’s Brief on the Merits


Signature Card (CR50)                                                      Tab 1

Consumer Disclosure (2008 deposit agreement; CR51 et seq.)                 Tab 2

Consumer Deposit Account Agreement
(2012 deposit agreement; CR205 et seq.)                                    Tab 3




930505.20140273/2851932.1
                                                72
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Tab 2
CoxsunrrEn DsclosuRE



Effeelive August   2e 20Oo




  Compass Banlç a member of the BBVA Group
Consumer Disclosure



Highllghts
    1.   Changes to Consumer Deposit Account Agreement        2
   2     Changes to Checking and Savings Accounb              4
Other Fees and Scrvlce Charges                                I
Consumer Depoclt Account Agte€ment                            11

    1, Definitions                                            11

    2. Account Operations                                     12
    3, Accouni Staiements and Notices                         t3
    4, AccountTransactisns                                    14
    5. Deposits, Colleetlons and Payment of ltems             15
    6, Withdrawals                                            17
    Z  Sub"accounls                                           17
    L  Arbikation
                                                              '18

    9. Whiver of Jury Trial                                   19
   10. Dormant and Abandoned/Unclaimed Accounts               19
   11. SetOff                                                 19
   .l2. Waivers                                               19
   13. Other Services                                          10
   14. lnterest¡ lnteres't Reporting                          2A
   1õ. Changes to Account Stah¡s                              20
   16, Applicable Law                                         20
    17   Additional Provisions                                20
Fund¡ Arailabi llty Dlsdosure                                  21

Elsctronic Ê¡nd ïtan¡fer Olsdosuro St¡tsment                  22
Terpayer ldentlllcati on Nu m b ars (Eadtup Witlth oldlng)     24
 Gompass Consumer        Prir¡ct Dlcdosure                     26
 lmportant tnfo¡maüon About Your Gheddng Account (Gh€d( 21)    29
 Vleao Gltedr Card Agreernent end Dl¡closurê 9tatement         31
HtGHuGl{ï5
Cha n ges to Gons umer Depos it Âccou¡tt                    Agreem ent
This Disclosure Booklet con{ains the terms and condiäons that will govern your consumer deposit
accounts at Cornpass Bank beginning August 22,2OA8,4 consumer deposit account includes any
Çpe of checkíng,'saving+ monéy market or NOW ectount to which funds may be deposited and that
is'used primuily for personal, family ol household purposès. Please qqêfully review tte Conguma.r
                                                -11-21
 Oapoiît Aø.tnl $ru'cment on pages                     of this Consumer Disclosure Booklet and keep Ìt
forir,¡ù-rre reference, Many terms of yòur Compass account will be difÞrent from those at Taras Staie
Bank, including, but not limited to, lhe followfngl
f    Postlng Onler and Ordêt of Payment At Compass Bank, checks and other debits to your
     account rnay be posted and/or paid in a ditferent order than at Texas State Bank lf two or more
     items are piesenied for payment from your account on the same day, we may Pay or clraçe the
     iterns to yòur account in any order. To avoid olerdrawing your account make surelou have a
     suffic¡eni available balance-in your account before you write a check use your Check Cârd or
     authorize an electonic paymenl
r    rAvailable Balanca, and '¡Posted Ealancal'At Compass Bank, we dislinguish batween the
     "available balanceo and the 'posted balancen for your accounl The term 'available balance" re{ers
      to the balance o{ funds in your account that ls avallable for immediate withdrawal. Unlike the
      posted balancq the avaíaÈle belânce reflects any holds placed on your accounl The term 'posted
      balance' refers to lhe balance of funds in your account based solely on items that ha,re been
       posted as credÍts or debits to your accounl Your available balance mqy be more or less Ú¡an the
      àmount of your posted balancê, but dses not include any cre/it available under any Compass Bank
       Overdratt Protect¡on Line of Credit you may have,
¡      l{olds lor Chod( Card Tlans¡ctiong. lf we issue a Msa6 Check Card for your account and you
       use your Ca¡d for cerùa¡n t¡ansactions (including every POS and many Visa transact¡ons), the
       merihant accepäng your Card may requesl advance aulhorization of that transaction. lf we
       auihorize a trarrsaction, we may place a temporary 'hold' on your accourtt for {he amount
       requested by the merchant Ihis hdd ls not payment for an authorized transacüoq and may be
       placed on yoor account bebre he scàJal fensactlon ls presented to ts fø paymenL Fot more
       infømdion abor¡t these holdg when they âre ß¡ease{ their effÊct on your sttor¡nt and the
       authori¿ations rcquested by nerciranfs, please relerlo the Check Card Agreenrent and Discbsure
       Statamant induded with put new Chedc Card,
 r      Una¡¡llþilzgl llans¡cüo¡¡ t¡d,lot Forgprlo¿         lt ls essantialthat any accounl erorc,
        una¡thorized bansac{ions, alteratfonq unauthorksd signatr.¡æq foqedq encodlng enors, pocting
        erorq or any other improper bansac{ons on your âccq¡nt (collcc{ively rebned to æ 'ctceptions)
        be repoded ùo us as soon as reasonabþ positrb. You must carefulþ acamine eacà accouttt
        statament or noüce you lece¡ve and eport any orceplions to us pronptly afur you recefue the
        statemoflt or noüca lf you do rmt report an orcepüon to ug within tñlËy (30) dafs afbr vyg sand
        he sbtsment or nolice to yor¡ we mây not be liable to you for any bss ¡ou sufror ßlat€d to thet
        encepüon. Different ruþs may appþ to ilems lhat a¡e eþcbonic fund bursfrß.
    ¡   Ferolvlng Dis$¡bs Relrted to Your A¡cor¡nt lf a dlspute of any         ldnd adses under your
        account agreement or ¡elales to ¡lour account or any lransaction* involving your acounl, either
        yor¡ or s/e can choose lo have that dlspute resolvad þ bindlng ubikatlon. ll (0 neither ¡ou nor we
        seek b compel arbitraüon of any dlspule wå ha\¡ê related b thls Agreemen[your æcunl orany
        fansactlons lnvolvirg your aocoun! or (10 some or allol the srblbdion prølsion is unenforceûble
        arrd we are ln a dispute ln a court of bw, üren êaú ol uÊ agreßs to waiva any rþht we may have to
        a jury bial ùo the artent pennltbd b la¡.lìa ¡rÞtb¡üon ¡nd lü¡y ùlal railergrovùrlonc ln
        yoqr ¡ccûunt agrÊcmelrt llmit your abillty to litigate dalm¡ ln court rnd your llght io a
        iury lrial. You should rsvlew lftese pmrlrlons carefully.
    r   Congunar fttlYrcy Dlrrdæurê.       Tho Compass Consumer Prfuacy Oisclosun is included in thls
        tonsumer Oisclosura Booklel. The Frivacy Disclosure conl¿lns information on Compass'sharing
        prac'tices within lhe Compass lamlþ of companies and provides information on how you may
        choose to limil markeling S our af{iliales basad on lnforrnglion lhat Cornpass sh¿res with ihern,

    For informdion on Miscellaneous fues at Compass Elanlq please see pege       I   of this Booklet.




    2
Other differences found in the Consumer Dìsclosure Eooklet include:
f   .   Concumq Deposit AscountÄgreement sectionsl
        il¡ ACCOUNTOPERATIONS
             - Fowers of AttorneY
             - Service Chargesl Other Charges
        a    ACCOUNT STATEMENTS AND NOTICES
             - Enors, Unauthorized Transactions
                                      and Forgedes
             - Record Retention
        ,f   ACCOUNTTRANSACÏONS
             - Signatu res; Facsimile Signatures
             - Wre Transfers
             - lnstrfficient Balance and Overdrafts
             - StoP Payment Orders
             - lnter-Account Transfers
             - lltegalTransactions
        g     DEPOSITS, COLLECTIONS, At{D PAYMËNT OF ITEMS
              - Deposits by Minors, Agents or Trustees
              - Collecäon as Agent
              - Check Endorsement Standards
              - Foreign Currencies
              - ATM Depositories, Night Depositories, Direct Deposìl and Deposits by Mail
              - Chargebacks
              - Stale and Postdated Checks;Miscellaneous
         ¡    WITHDRAWALS
         ¡r RESTRICTIONS ON WTI-HDRAWAI-S
         *    SË.T   OFF
         u    INTERESIi INIEREST REPORTING
         e    CHANGES TO ACCOúNT STATUS               -   Conversion to Business Accounts

         ;q AÐDITIONAL PROVISIONS           -   Closing Your Account
         Ë APPUCABLEI-AW
         a    AMENÐMENT TO THIS AGREEMENT
    2. FundsAv¡¡labi¡tty Disdosure
    3, Eleclronlc Fund Tlansfer Þlsclocure Statement
    4        Consumer PrlvacY Disdosu¡e
    5. lmportånt lnformallon About Your Chedtlng                   Acoount (Ghed¡ 21)




                                                                                                t




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                                                                                                    t
                                                                                            3       t
                                                                                                    I
    ,       Changes to Checking and Savings Accounts
    '
,           Here are highlighls to the changas in tre terms and features of yolr accounts after they ttansfer to
:           Compass Bank

                Texas State Bank                      i CompaesBank          Please ilole Changas to These Account
                                                                             Terms and Fsatr¡res

                Regul ar Ched<l ng, TexStar           .   Regular             $10.00 rnonürly Service Charge, $750
    .           Checking, and Club                    t   Checking            minímum daily collected balance and $2,500

,   I           Ched<lng
                                                      t
                                                                              average daily collected balance required to
                                                                              waive monthly Service Charge. Standard fees
                                                                              will apply for cashie/s checks and travele/s
                                                                                 checks, Customers enrolled ln Add-gn Vatues
                                                                                 will be converted tc CompassPlus and willbe
                                                                                 assessed a $5 monthly fee.


    , Flre Cheching, Freedom                               Build-To.Order        No monthly Service Charge or mlnlmum
    i AdvantagerGroup                                      Free Checking     I balance requirement, Un imÌþd transactions'
                                                                                                            I



.               Cheddng, PennyWlse,                                          i Choose two premium featuæs at no clrarge
        ,       Student Ghed<ing ORN),                                       ì (additionat features are $2/s'tatement cycle):
                RlverwaY Premisr                                             , Free foreign ATMs, rebates of ATM fees otter
I' r            Ched<ing, Economy                                               banks charge, up to $25 eash on your account
                Chedring, and Frcsh Start                                    ; enniversary, interest on your checking accounl
                                                                             ' balance, cash back on V¡êa Check Card
        I
                                                                             ' purchaseq double Visa Extras Rewards polnb,
                                                                             'l one overdraft fee waiver peryeer. Customers
                                                                                enrolled in Add-tn Values will be converted to
                                                                             i CompassPlus and will be assessed a $5
                                                                              , monlhly fee,

            ,   'Golmes Baslc Bonus,                      ' Buitd-To-Order   ,    No monthly Service Charge or minimum
            I eolmæFamllyBonu$                            ' Free Checklng    j    balance requirement Unlimited transastions.
            I Golmgs Bonus Plus,                                             i    Choose two premium features at no charge
            . FlSl lladlson Badq                                             ,    (additional featr:les are $2/statement cycle):
            : San Augustine FlSl                                             i    Free foreign ATMs, rebates of AlM fees other
            : lndlyldual, San Augustine                                           banks c*rarge, up io $25 cash on your account
            , F1SI lolnt 9an Augustine                                       j    anniversary, interest on yourchecking account
            '    FlSl Famlly, FlSl Madison                                   '    balance, cash back on Visa Check Card
                 Fâmlly, and Vista Club                                      r    purdrases, double Visa E¡ùas Rewards points,
                                                                             ,    one overd¡aft iee waiver per year.,Accidental
                                                                                  Death lnsurancg Savers Club Book, Soþurns
                                                                                  magazine, Payment Card Protectíon, Key Ring
                                                                                  Protectjon and Half Prìce Hotel no longer
                                                                                  available. Customers enrolled in Add-On Values
                                                                                  will be corweried to CompassFlus and will be
                                                                                  assessed a $5 monthly fea

    ''               Fifty Pl¡¡s Free chedring,             Basic 5O          i   No monthly Service Charge or minimum balance
                     Gold Chcddng, Senior                   Checking              requirement Unlimited t¡ansaCions, Free
    , i Advaatage Ghetfting,                                                  ' travêler's
                                                                              i               checks. Free supply of custom c|¡ecks.
                     Seni or   k   rtner Cheoo-n g,                             Bonus rates available on CDs, Foreign ATM
    ,                Senio¡CheddngrSenior                                     ¡ transaction fees appþ. Standard feas witlapply
                     Chedrlng (TRN), Senlor                                   ' for cashiels chec{<s, Customers enrolled in Add-
                     Gold, and SenlorGold Plus                                '   On Values will be converted to CompassPlus
                                                                                 : a¡d will
                                                                                          be assessed a $5 monttrly fee.



                I,
r
        Changes to Cheddng and Savlngs Accounts continued
        Here ars highlights to lhe changes in the tsrms end leatures of your acoouots after lhey transfer to
        Compass Bank

         T¿x¡¡ State                        : CompassBank i Plgsso Hoto Changes to Thcse Account
         Sank                               'l                        Tem¡ rnd Fsaturos

         E[À (Elect¡onic    l]¡nsillr       I    Basic Checking   : All cunent terms, conditions,        and Service Charges
         Aceountl Valuc Chsd<lng,                                 r will remain in etfecl T¡ansaction fees forValue
         and Value Ched<lng (TRtl)                                ¡ Checking and Value Checking fiRN) wiit ¡e
                                                                  I waived.        Cuslomers enrolled in Add-On Values
                                                                  '       will be converted to CompassPlus and will be
                                                                  :       âssessed a $5 montrly fee.


         Frædo¡n Selest Cïeddng,                 CompassLink      ' No monthly Service Charge wíth a combined
         Frsedom Sslect                          CheckÌng
                                                                  ' âverage daily collecled balance ol $?000 in
         Cheddng     $Rt ),                                       , CompassLink Checking and Preferred Money
         Sta¡Cheddng,                                             ' Market Accounts, or when linked to an
         9rolce Cheddng,                                          i outstandlng installment loan or line of credit
         Senior Cholce Chaddng,                                     balance oi $î500 or mor.B. Ûtherwise, $15
         l¡terast Chedclng, and                                     monthly Seruice Charge. No fee for using anoiher
          hteræt Che*ing (IRll)                                   , bank's ATM a¡rd etìgible for surcharge rebates,
                                                                  ; Free custom wallet checks, cashieds checks, and
                                                                    travele/s checils, Bonus rates available on CDs.
                                                                      I   Th" follo*ing Rale Ïers apply: $0-$1,999;
                                                                      ; $2000+, Customers enrolled in Add-On Values
                                                                      , wÌll be converted to CompassPlus and will be
                                                                      i assessed a$5 monlhþ {ee.
          Frcêdom Platlnum                        CompassUnk
                                                                      r'
                                                                      i No monthly Service Ch arge with a cornbined
          Che*lng and P¡amler                     Checking            ' average daily collected balance of $2000 in
          lnvertment                                                          CompassLink Checking and Preferred Money
                                                                              Market Accounts, or when linked to an
                                                                              oubtranding installment loan or line of credit
                                                                              bala¡eeof $2500 or more. Otherwise $15
                                                                              monlhly Service Charge, No fee for using
                                                                              anolher bank's ATM and eligible for surcharge
                                                                              rebates, Free custom wallet checks, cashieds
                                                                              checks, and travele/s checks. Bonus rates
                                                                              available on CDs. Customers enrolled in Add-
                                                                              On Va.lues will be converted to CompassPlus
                                                                              and will be assessed a $5 monüly iee.


           lsxas Fre€dom C¡ub,                    Direc'tions                 No monthly Service Charge with a minimum
           lexes Fß€dom Oub ilRN),                Checklng                    daíly collecied balance of $1,000. Otherwise,
           Roladonship Clredring,                                         j   $6 monthly Service Charge, No fee for using
           and Senlor Medallion                                           :   another bank's ATM and eligible for surcharge
           Chedring                                                       '    rebates. Free custom wallet checks, cashieds
                                                                          i    checks, and travele/s checks. Bonus rates
                                                                          i    available on CDs. Free new 3xõ Safe Deposit
                                                                               Box in the first year, 2590 discount thereafter.
                                                                               Two free Stop Paymenls per month. The
                                                                               follwving Rate Tiers apply: $0-$1,999;
                                                                          .    $2,û00+. Customers enrolled in Add-On
                                                                          I    Values will be converted to CompassPìus and
    ,                                                                          will be assessed a $5 monthly fee.
    :
                                                                                                                                  3
            Ghanges to      Che*ing and Savings åmunts                      conf¡nued
            Here as highlights to tha chargee in lhe Þrms a¡rd fuaù¡ree of your acrounls after lhey transfø lo
            Compass Bank

I           lexas   Sþþ                          CompasBanlt          Please l{oûe Ch¡nges to These       l¡cot¡ttt
            Bank                                                      Torms and Feaü,¡re¡

             Group lnteæst Che*ing                Build-To-Order      No monthly SeMce Charge or minimum
             end Grcup Banklng                    Free Checklng       balance requirement Unlimited tansaclions,
                                                  wih lnterest        Choose one premiurn feaü.lre al no c*large
                                                                      (additional batures are $2./sdement clcle):
                                                                      Free foreìgn ATMs, rebates oT ATM fees other
                                                                      banks charge, up to $26 cash on your account
                                                                      anniversary, cash back on Visa Check Card
                                                                      purchases, double Msa Extras Rewards polnts,
                                                                      one overdraft fue waiver peryear, lnterest on
                                                                      your checking account balance is a preselested
:                                                                     premium feature, The following Rate lets apply:
I
                                                                      $O-$1,9991 $2,00F$9899; $ lQ00G
    t
                                                                       $24999; $25,000-$7499s¡ $?500Gþ.
                                                                       Customers enrolled in Add-On Val.¡es will be
    I
                                                                       converted to CompassPlus and will be
    I                                                                  assessed a $5 monthly fee.
    !
    I
    I
        i     Regul¡rSe$ngs and                   Basic Savings        $15 quarterþ Service Chaçe. $500 minimum
    i
        I
        I
              Border Savlngs                                           daily collected balanee required to waive
        I
                                                                       quarterly Se¡vice Charge. Accounts with
                                                                       more than four (4) withdrawals per quarter will
        i
        I
        I
                                                                       rcceive a $3 Servíce Charge for eaú additÍonal
        ;                                                              wi{hdrawal. The following Raie"lier applies: $O¡.

              Grcup Savings                        Baslc Savings       No rnonthly Service Charge or rninimum
                                                                       balance requiremenl Accounb with more tran
                                                                       four (4) withdawals per quarter wfll receive a $3
                                                                       Service Charge for eadl addítional wilhdrawal.
                                                                       The following Rate Tìe¡ appliesr $0+,

              StudertSavlngs                       Young Savers        No quarterly Service Charge or minimum
                                                                       balance requirement Accounts wíth more than
                                                                       four (4) withdrawals per quarier will recEfue a $3
                                                                       Service Charge for each additional withdra'val.
                                                                       The followlng Rate Tier applitx: $0+.

                                                   Consurner           No monthly Service Charge or minimum
                                                   Prefened            balance reguiremenl Unlimited in-person
              Monryllanaganent                     Money Markei        transactions A $10 excessit/e bans{er fuE is
              SåvlngF, and Prtcmier                                    assessed per staiement cycle for pr*
              Moneyila¡kst                                             authorized or ùelephone transfers over six (6)
                                                                       per sbùcmenteple- A $10 excessive
                                                                       checkwiling fea is ast*ssed per stntement cyde
                                                                       for d¡ecks over hree (3) per statement cycle.
                                                                       Iheîollorvhg Rate Tbrs appltr $G$9999;
                                                                        $to,oo&$ |990û $?0,00G$a9,999;
                                                                        $50,00e$ggB99; $100,00ùS¿49,ggq
                                                                        $2ã0,me$9g0pg9¡ $1,000O0Þ$2'4909991
                                                                        $2,500,00$S4P99,9O9; $6,0oQ000r.



r6l
                                                                                                                            -i
    B    uild-to' Order Frro Chedüng Account Disclosu re
    PI.EASE REIAII{ A COFT OFT1IIS DISCTOSURE FOR FUruRE REFEREIIGE.
    Standard BenotlE/Requlrements
    r Requires $25 rninimum depositto open
    r     Checks posted lo the account are not retumed in üre monfily statement but photocopíes are
          available. Charges for photocopies are $3.00 per posted item.
     a    An imqge sbtement is available for a service charge of $3.00. per month fur image statement
          includei reduced pictures of cancelled d¡ecks ln nu¡nerical order. The gaper copies of cancelled
          checks will not be ¡eturned in the statement for this account
     s    Free saiekeeping of checks,

     Dsflnlüons
     s    Account Anniversary The Account Anniversary is lhe month and day you opened your
          Build.ts.Order Checking account or converted t¡ a Build-to-Order Checking accounl
     *ï   Festure Year; This ls a perio'd of tuntrrc sdemilt q&les between Account Anniversaries,
          beginning with the stsËmonf q/de in whidr he Acr¡unl Anniversary falls. Certaln Custom
          Feáiures may be tied to the fuaü¡rs Ysr. Please sa¿ the descrìption of Custom Features below,
     ¡    Custrom Featur-es: These are üre additional features you c¿n select to customke your Build-to-
          Orde¡ Checking accounl and they are listed below

     Cr¡¡tom Features: S€ loct two Custom Fealures at no'cåalge, Go onlínq visil your brandt or
.    ealt l-lÎùCo/lttlPÀSStosolectyourlwo feafare,s fseecñarges foraddttlanalîaaturcsbelowJ
          No fse for uslng another banlCs Atrltl
'q        Rebate of Alli feas that other banks drarge
          ln order to receive rebate, ATM receipts showing ATM fees or account statements showing ISF
          fees rnust þe majled within 90 calendar days of the ATM transaction to Compass Banh Rebate will
          be dfrectly deposited into the cìecking account within l0 business days of receipt Compass does
           not rebate lnternational Seryice Fees for Point of Sale transactions (for example, purc{rases from a
       foreþn merchant using your Check Card).
     2 lnteresil on your dteddng balanc¿s
       lf you select this feature, the following terms     apply: The daily balance mehod ls uscd to calculale
           thê interest on your account This method applies a daily periodic rate to tre dally collecled
           balance in the áccount eactr day. lnterest on deposlts begins to aocrue no later lhan the b¡rsiness
           day on whiclr we receive credit for the'depcatt, Accrued lnbrest is creditrd to the balance ln the
           acòount on the last day of the staiement è,¡cle. Accrued lntelest that is credlted lo the balance ln
           the'account beglns toiam interest no hU?thsn üre next br¡sfnass day and compounds wïth cach
           statement ryclÁ Statement cycles are generally rnonthly unless ohêrtvise disclosed tf you closa
           your account or cuvert yourâccount to a noninbrest eaming account before accrued interest ìf
           ãn¡ is credited, you will not receive the accrued interest A taxpayer ideniification number will be
            required to eam fnterest on these accounts,
¡B          Gash Bonus on your acoount annlverary (up to $25)
            e This bonus must be selected for twelye conseculive statement rycles, and the account must
               be ac{ive each of those twelve conseculive statement cycles to receire the iult $?Þ bgnus À
               porlhn of this bmus {approtirnately $2.08} is accru€d lor cach sbþmentqde ln whidrffre
               h¡ù¡re is selected ard þr     accorril ls acüve. An 'acüve' sûrtemont q¡de for pu oeec of thls
               bonus is a ståtoment cyale in whidr there ls at least I cugùomeFinïtsbd dePodt or vdthdnawal
               dudng the slatement $¡de. lf there la no deposit or witrdraunl during {e ûrst statement rydg
               wtr¡cfr ca¡r be less üron 30 days, the bonue wlll nst be accrued for lhat ffrst stator nt cyda
           ¡   Build-to-Order Checking account must be open on the Account Anniversary for this featuæ iro
               be pald, lf the Euild-to-Order Chacking account is closed before the Accouni Anniversary, the
               cash bonus accrued to that point will not be paid.
            s Bonus will be paitl on the Aæount Anniversary, (lf üre Anniversary Dâle falls on a holiday,
               weekend or norFprocessing day, the bonus wilt be paid the nexl processlng day) Bonus is paid
               only from time of the moçt recent selection of *re bonus featurg meaning the prorated featurc
               will be paid only forthe period in which the feature is selected consecutively up to the Account

                                                                                                                  7
          Anniversary. lf the cash bonus leature is selscled al account opening and subsequently de-
          selected prior to the Account Anniversary the cash bonus ar¡¡ræd prior to the deselectlon of
          the feature will not be paid, Cash bonus wlll be dírecdy deposlted fnto the Build-to-Order
          Checking accounL
     .l   Umit two bonus fea{ures per customer,
¡¡   Doubla Vlsa Extras polnts
     Usa Extras prograrn enrollment required. Standard Visa Extras poinb will be earned 0n ihe month
     following ycur Msa Exlras account update, Compass will match those points earned in the previous
     month, thereby giving double the rewards. Points are paid only on Oualifying Purchases. A
     'Oualifying Purchasen is any signature-based purchase, lntemet purchase, phone or mail'order
     purchase, bill payrnenl contactless purchase {purchases made by holding your Visa card or other
     ðevice up to a sècure reader insiead of swiping your card), or small dollar purchase for which you
     are not r'equked to sign, made with an enrolled Visa card, that is processed or submitted through
     the Vsa USd lnc, payment sysiem. A Oualifying Purchase does not include a pur*rase made
     using a Personal ldenti{icatlon Number (PlN) or purchase you initiate through identification
     technology that substituies for a PlN. Additional reslrictions apply, For msre information on
     qualifying purchases, sêe program terms and conditions'
.ã   Gash Bad< on Visa Ghed( Cõtd trancâ¿{on¡
     x Available for the prirnary Check Card for the account only, Earn cash back on Oualifying Check
       Ca¡d Purchases' routed through Visa fsee'Double Visa Exhas Points'for Oualifying furchase
       definltionJ
     x $0.05 will be eamed for every signatr:re-based purchase (exc{uding teller cash disbursements
       and rnerchar¡t authorizations lhat are not completed),
     u ln addlton, $0.06 will bo earnsd for every two P|N-based purchaoes (excluding cash
       t¡ansactions, ATM tansadions, quasi-cash transaclions, paymenb made for prepald or re
       loadsble cards suclr as certâ¡n gift cardq Visa Buxx and sirnilar cards, transac*Íons conducted at
          Global Access Cash Terminals and pre-authorizatisns for transactions).
     n Retums or debits of a Visa Check Card ciarge will be deducted from the cash calculation,
     n Cash back rewa¡ds will be credited at he end of the statement cyde for lhe Bulld-to-Oder
          Checking accq¡nt línksd to lhe primary Chock Card Tlre pos$ng date ñor a quelilytng
          bansaclion will determlne the dete of the transaction for purposes of this feature. Credik
          for the net purchase activi$ witl be made atthe end of the q¡cle period. lf tre Bulld-to.Order
          Checking account is dosed, lhe cash back retilards accrued in lhe cunent statement qcle
        willnot be paid
;¡    Ons Ocerdraft Frs (NSF Ghargo) Fo¡glycncss              p€ryorr
      Applies to one NSF Charge-Paid ltem or one NSF Charge-Ratumed ltem (seo'Mlscellaneous
      Fees'), The Overdraft Fee (NSF Chuga) Forgheness fualure must be redeemed dudng your
      anniversary year in whích lhls featurs is selected or lt wlll be iorfeitedl ürls leelurs does nol accrue
      or car¡y lonflard into subssquent years Once you redeem lhis feah¡re lt will remain a selocbd
      feahre unlll the Acca¡nt furníversary. You rnay carrcel thls fealure afrer he AcæuntAnniversary
      before you redeem it in Sre next Anniversary Year. lf you select olher featurcs dudng tre year, and
      have redeemsd the Fee Forgiveness fuature, tbey will be in addition lo this feaù.¡re This feah¡re
      may not be used lor lorglveness of Extended Overdraft Service Charge*
:;r klc{ng:
    n Two Teatures    provided free ol charge
      r Addilional features may be selected lor an'Add{n Benelit Charge'ol $?.0O each. {'¡dd-On
        Benaftt Charge'will be tre dascription on yorrr monthly account slatemenü For example, il five
        hatures are chosÊn, the account will be cfraçed an '¡¿¿-tn Eensftl Charge'ol $ô pàr rnontlr,
      n The lAdd-On Baneflt Chargo' r¡vill reflect tha highest number of fesùrres s¿lec.ted durirq üre
        given statement cycle, regrrdless of ürE nunrber of days the feahrres were in effoct The 'Add-
        On EþneÊt Charge'will be incurred on the daylhe sta-temenl b generatcd.
      q The feature¡ selected at 8:00 pm/CSI at he end of a bankirg day will be the features glven far
                 (Êrnmple: lf doubls points ere selec'ted at 10:0O em, card is used during the da}, and
        $a!{aV.
        double pôints is cftonged io lnle¡est in {he aænlng of lhs ssr¡e dry, double poinis wllt NbT ¡e
        awarded¡ rather the account will have lnteregt â.s tha featura)
      a Notel Features are calculated based on statement cycle, not month,

B
                                                                                                            -'   _
                                                                                                                     -"'   -'   -_'i


    Other Fees and Service Charges lor Consumer Accounts
    ATM/Check Card Replacement Fee
                                                                                                                      ttrnrl
    (applies to non-personalized Compass ATM/Check Ca¡ds)

    Bank Bags
         Zryper
         Locked-*.*                                                                                      *t20.00
    Bond Coupon Collection Fee,**-.*                                                              ,-'-'""**J5.00
    Check Charges
         RrsonalÞed check orders ae debited lrom your account when your order is receiv?d, Personalized
         check oder charges very b,l/ style, check design chosen by customer, and number of checks ordered.
    Collection ltem
    lncoming:

                                                                                                                     èÕE^ñ
          Non-Customer
    0utgoing:


          lntemational*                                                                      --.-*$20'00              +costs
    Cønpass Fbe lor Using Another Bank's    ATM-,*",---
                                                                                               -$2.ffi/lransaction
    Deposit Correc'lion   Fee.-"-,*,*                                                                       $2.õO/itern

    Direct Deposits

     Extended Overdnft Service Charge
          thoutd your accou* become o¿edrawn and conf¡nue wilh a negative bslance for ¡lx (6) cons€ctlüu€
          caþnde¡ dayq ur utendcd $,€rdralt lêe of $?8 ($a2 effective January 1, 2009) wiü be ôarged.
          Thereafbr, if your asr¡rt cmtinuos to maintaln a negaliva balance, ¿ fus of $?      g
                                                                                          cdendu-day wfll
          be assessed þhnlng on ltæ sovsnb (?th) ialend¡r day and willconlinua unlil day lhhfy (30) of
          oßrdrdt status or unT{ lhe account is brought   b   a posiù'vê balancg vrfri,óerer occuns   first this
          a\ieflded overdraltfee is in addition to any NSF fees you may incur as a result of items being
          presented against insufthient funds.
     Garnishments, Levieq Court Orders                                                                   +attorneyfees

     lnter-Account Transfer   Fee..,*,.                                                               -$'10'00/ùanster

           Transfers funds from cuslomer{esfgnated accountlo cover potential overdrafb in         úecking accounL

     lSFFee
           lntemslional Transactions gre hose trensactìons using your debii card made outside of the United States.
           An Internatìonal Service Fee flSFl amounling to 1o¡ö for ATMtransactions and 39t of üe üansaction
           amountlor tansactions made some place other tran an ATlvl will be poslad to your accourd for any
           lntemationsl lransastion, even ü'¡ose in US dotløs A full desaiption of the cunency cor¡version Process
           is conbined in this agreement on page 16.

     Item Resented for Payment Against lnsutficient Funds (NSÐ
           NSF Charge     - ftid item*-                                                                 ''.,"*,$38.00
           NSF Charge     - Retumed
     These charges are applied lor processing ilems presented for payment against insutficient funds (NSÐ with
     a maximum of six (6) charges per day. These charges are imposed on items created by drec*, in-person
     withdrawal, A'IM w{ürdrawal or other electronic means,
     New Account Closed WÌtirin 18û    Ðays-,,.',^                                              **.,,."-.,*$25,00
     Non Slaff-Assisted                                                                       1.O0/call over         15/monlh               ;

                      Check Card                                                                                 "*.$10.00

i                                                                                                                                      Ii
L_.*-
    Reconcile       Statemenl*,-                                                              --**.*-*$25.00lhour
    Research                                                                          ,J25.00/houq $3'00/coPy or fax
                -
    Return of CancelledChec{<s-",*,                                                                       $500/month
    Returned Depasited llem*-"-,**.-*                    ,.i,,¡n¡B¡os.,¡¡*,n¡s                            ,-"$7'00/item

    Rerun Depositred

    Rolled   coin'-                                                                                 *'--*'$o'10/roll
                                                                                                                  ô¡¡ tv.t
    Special Staternent'
    Stop Payment    Request*-",,*                                                                    -$30.00/request
    S'tatf-Ass'sied cdl'*-***                                                           '**--$1o0/ca¡lorær 5/montt
    Skapped Curtency..,,",*,                                                                 ..'*-,"--'..-",,-$0,20/eaah

    Telephone Transler Fee,,-.,*                                                           -*--*-$3.0o/tansfer
    Temporary Checks (minimum h¡o checks)       ,,, -.. --          , ,-. ..   .- ,               .,                1.00

    Wire Transfers
       lncoming(Cusiomer)*.#.@tu                                                                   **-**$i2'00
       Ma¡rual0utgoing (Customer)*                                                                               $20.00

       Manual Outgoing (Repetitive),--                                                                   "-*.'.-$18.00
       with Conlirmalionr
             Fax./Enail.-                                                                         ***-$2300
             Mail



       ManualOuþoing
       lnfemational:
        lncoming
       Outgoing
        ConTirmaiion of ìncoming or outgolng;




             Phone--**_-                   ,,       ,--.        .   *            .,        ,. ,'- -      . ,.-, , ., $5,00


     'A special statement may include, but not be exclusive to, the following: daily statemen'ts, duplicaìe
¡    sÞtements, hold slate¡nenls and statement pdnlouis.




                      Additional services and/cr fee schedules avaílable upon reguesi


     Note The ebove noted lees and service charges are not set banþwide. These prices are driven by the
     competäion in your local ma¡i<et
Welcome to Compass Ban( Member FDIC, Following is your Ðeposit Accouni Agreement and cqrlåin
addüional disclosure iniormation, including our Consumer Frivacy Disdosure. Please read this information
carefully and keep it wilh your olher financial records,


Consumer Deposit Account Agreement
This Agæement curers arry type o{ deposit amunt (as defined below) you may hao wih us nour, or in
he ftJture, thd ls used prlmully br peiwral lamlly u holsehold purposos. By opening your account by
conductng any brnsaclbn invblving your acæur¡t or by malnbining your srcount afþr recrelpt of ütis
Agreement, you agrce tb tre brms ln this Agreement This Agreenrent lndr¡des not only lttis doarmefit but
also our s¡nent lnteres{ and seoka drarge súedule dfscbsum for inhresl'eaning clnsumer accounb, and
dlsdosure for noninterest earning ccrsumer accourtr. Ihis Agreement al¡o inctudes any nar or amended
provis'orrs ard disclosuns vre may prodde concernlrq your      æuntAll of üese documenb togalher a¡e a
c¡ntract betr¡æen you and us.

1. DEFtNtfloNS
   The following terms and defintlions apply whgr u¡ed in lhis Agreerr¡nt Sorne terms used in ftis
Agreemenl but n* Oetine¿ b€loìr hs/c üre ireaning assþned fo *rem ln tlro Unilorm Commercial Code
insfu   ln fte stde wherÊ vre mainhin you¡ aocounl
   Account or Dcpo¡tt Account Ani tlpe of dred<lng savÍngs. morny ma*et or NüÀ, account tro
whidr funds may be depurlted.Tlrne deloslb sfÊ ¿fduded Íruo tris detinilion a¡rd are not cornred by Ütis
Agæement
     Acrau¡¡t Orner or Oülan Each person named in our records as an account owner with ¡espect to an
accounl indudlng any ùusteÊ, custodiari, guardlan, c¡nseryatff or oüer representalive acting ìn thatcapacity'
     ÁTllr Automated teller machines.
     Attornsy.ln,Ftcl An agent derlgnalod undør avalid power of aüomey,\üe ræsnn lha dght ìn our sole
dlscreüon, not b horor any power of attoræy. An attomey'in-lact represenüng u aæor,rnt owner dsos not
beæ¡ne ân o\d¡ner ol sn aicix¡nl and wlü nol have rþhts in an account at the owrre/s dedr as a reeult of lhe
agents capacþ as an attome¡in-fact
     Auürorl:ad Slgner. Each person who has signed a signafure card with respectto an account in any
capacþ including anytnxtee, custodian, guardiân, conseryator, atiome¡in-fact or other representatíve
acüng in ürâtcapsctty.
     Avalt¡blc Baþ¡rca The bslsncs of lunds in yor accq¡nt ûrat is a,¿fable lor hnmedl¡le wlüdnwel.
Unllke üre posbd balance üre a¡dlable balance reffects any holds daced on your acco{¡nt includlttg he
restric{bns desc¡ibed ln üre F¡nds Avetrâbülty Disdosum induded wiür his Agreament Your            alailable          ;


balane may be more or less than the amouñt of your posted b¿lance, but does not indrde any credlt
anilable sndor any Compass Bônk Ovêrdrâft frotectíon Line of Credll ytu my have
      Bu¡lneo¡ Deþ Al{irough many of arr bra¡rch offices sre open m Saturday+ frr purposes of his
Agreement
   -           our buslneso dgyt are fiondayfrrcugh Frida¡ excludlng holideys.
      Dorm¡nt A¡counl An account will be co¡sllemd dormant'í, for one yaar or more in Ûte case of
                                                                                          monsy mE kst gccounbr
                                                                                                                        I
crrecr<rif urO NOW arcouÀg, oi tor ¡ro Vears o, *or" in f," *re ;t sa,tqíi
 no banåcll¡n aclivity tros been condrrted on he account no conespondenca",0            regudlng lhe account has
 been received by r¡r, a¡rd no accor¡¡tt ormer has oürerwlse indicaÞd an lnhrest in tre accou¡tt
      tndMduel Âccounl An aecount owned by ono poQ as lndicated on or recordq atso refuned to as
 a single-perty acæunü At lhe death of lhe ownor of a singleparty ¡ccount o¡rnenhip passes as part ol the
 owneCs esta-te unless he ownçr has chosen a R0.0. account by dosignalitç one or more beneliaa¡ies of
 lhe account
      Itam. A chedq sübstihrle chedq drâfi wilhdrawsl order, payrnent order, or other similu insbument order
 or instruclio¡, såether oñ¡, v¡rittÊn or eleclronþ oifrer {or tre deþosit of funds to yuur æcount or lry tre payment       :


 of {unds from your account ltems include dsblte and cædits fø point-ol*ale, ATM, and theck Card transastions.
      lolnt Åodrrunl À deposil account wiür more lhan ona acbunt o'¡¿ner, Thers atê throe types of Joint
 Accounbl                                                                                                                   ,


 l, A Joini Account with right o{ zurvivonhip so tral, et the deefr of an owner, ownersltip ol lhe account
      passes lo the surviving owne(sl and notto the docéss€d owneds eslds;
 2,   A Joint Account wi'th righi of survivorship and P.0,0. by desþnaling one or more beneflciaries of the
      account, so ihat at the death of ùe last zurulving owner, ownèñ¡hlp passes to PO.D, beneliciaries and is
      not part of thc lastrurviving cnrrne/s esbb;or
 3.   A Joint Accor¡rt wlhout right of survivonhip, so that atthe dealh of any owner, fie deceased       owne/s                 I

      ownership interest passes as part ol ¡ deceased owriels sstate.
      lol¡t Aæunts wlll bo prq¡umod to be wlth rlght of sunivorslrip lrype (t) aboss)                   unle.¡s                 ',


      appllcablÊ law rcqulns tlrât you mahe an affirmdire dss¡gnatlon in order for right                  ol                    t
      surfuorshlp st¿tus     þ   ¡pply.
                                                                                                                     lt             ,
    P.OO. AccounL A deposit ¿c'count pa¡able on raquest b one or mo?a önnea dudttg ürolr llfetime
e¡¡d on thodcs$ ol thc bst suwivirg onrer, lo ônB or moæ bmeñciaíec ¡nd not b uty oxtc/s esbb
      ffi   8¡lsficÀ Ïhe ¡olanæõl fun¿s in ya¡¡ accor¡nt bes€d solct on itËî¡ tM lEìô baen pocled as
cædits or dsbitË lo your ærounf Unl¡ke tre wd¡lable balance h€ postad balarca doos nol rellecl any holds
placad m your ac*iunt. Your postcd balâncê rnsy ba rnore or le¡s lhån lhe amount ol your avallable.balanca
but does not inclu¿e any credh avrilsb{e under any Compase Bsnk Ovordrait Probcüofl Line of Cmdil yur
ruyhale
    'sonlcc
             Clrrqcg. Any drar$, lce or simtu amounl due to us, wtreürer lor a solvilro wc rnry povxie
or for a puto¡hr condltion or slålur of your account or any item rdaling lo your accoun[ whic]t has besn
d¡*tose'd by us in this Agreernent or in âry schâduls ol seirka drargeshdudcd in thi$ Agrêêmönt Ohor
                                                                                                  ohr
drsrggs, t{úxE, ârd r¡¡mlai amornrb dse to t¡s, but not diEdoscd in ürb AgrÊerflent, mry appþ uitder
er¡feermflb YUJ mav hstp wilh ug
 -  Shglc p¡rty ¡Écount Ar rccount owned by one pürly å5 i¡dlcated on our rscords Àt lhs dedü of
üre ornãr of ¡ dngþ puiy âffi¡nl ovrnershlp pakes as pon ol ùtc, ownerrs estrt¡ unlcs$ üe ownsr Ìug
úo6ên sPOD.a¡ooti*þOæþu$ng ülaor rtxrru b€nelidsri€s of the eccounù
     s¡rbctfh¡b Chodr" A FpeiopniCuclim ol an originej dreck that (l) conhhs ¡n imagc of lh€ ftortt
an¿ Uac* oti¡e originrl c¡ridl (2) Ëears a MICR line aõrtaining all the lnformaüon qPpanng jlt'e MICR
iine of üro orþlnal årcclt rt üe Umc lhe aiginal dn* r,r¡¡ coru€rt€d þ ¡n decfonic lmag?, ß) corforms. in
psËr stod{, ðmeßþn arrd ot}rerwise wiür Íìdusky sUrdsrds; (a) indud¡s a leg€rd ataü1p, thb b a legs¡
bþy of p"i cftedc You can usa lt the sa¡na n¡ay ynr would u¡a tha orbind dtedt'l attd (5) is ctdhtte for
ar¡iómated processing in   üe                             ffi.
                               sa¡na mattar as lhe odg¡r¡ål
            foühr l}uri ÃEount   A dopos¡t acoot¡nt ln $ro nem sf ona or rnorÉ or¡n¡r¡ as ür¡sbc lor onc or
moæ  bencficþi:s                                           ltr
                     urlËrc tho ddondrip b cstablk*réd by thß form of       @odt nccor¡nt ¡nd lhore re no
rss€tsolüÊ h¡stotñcrthar lha ¡umsdn @rdt lnthadopos.itaæountTÌúe q/p.of ¡cÊotnt i¡ ¡torn ol
PO.D.¡ccout
    lilq O¡¡:. U* Corngero, and Compæ           hnk   Cornpass Bank or any othor ttfillâûs bank o'l Compars
Bsncsharoq ir¡c For pnpæes o{ S€cüon S onh, *re* terme dso includc t}n dlrcchre off¡cr* a¡d
ernplqpcr  of hrnpast Bank and lB ¡fffFah¡.
   'Yóu,
         Your, rnð Yo¡¡¡¡. Thc accçunt orrngr or, if tlrc account b a multiph patty rccoun[ any and dl
aocount omer$ and ¡ll euhoriæd rlgnen.

 1    Accdr¡ffonERAnoilg
       Ounn    You appoint aX oürcr æcû¡nt oürnêrs and auhori¡sl eignas of a multiPþ perty ¡ccount âs
 your aulhorired agcnts for dt pr¡rposea rala$ng to your actount induding, but nol limibdþondoníng
 drds, stopphg þpnent maldng d¡poclt¡, msLing wiÛrúawals, obhhlng acrntnl inlornation, meking
 transler froÍrüroâcçorrnt clooing ho aæurrl ar pledging øâsSgnf€ üu          munLAnitMr¡d          frun you
 jolnt accamt by any accomt o,vrnr or auüûrþôd rúgrìÊr rri[ dúargc our obþaüon b you wltt resPect          b
  ürc anarrt wilhdra'vn, regødleee ol he sor¡rcc or ownerctrip of lhe tJnds in ihe âccout*, Æty eccrnnt
  omer ol e þnl amr.rnt may add ¡ ncv¡ ovmcr or at¡thoùsd Cgrtsr b the acosnl \tt flt¡y, but a¡e not
  G$Jted h, honaaGqrestbyyor¡to praontawlhdrmzl orbanslerbyuryoürsrmtmtw¡æror
 a¡tpdæd slgner orto r€nxh,g ðoütr æurttoçnerorãJÛtoriæd sþnerfrun üresccffil.Atêrvice
 drarye may apply I ,n honorüm rcq,¡esl grd you agrec to indemnlfy us and hold us hamless lrom any loss
 w dai, regc lo you or an)ðrþ olse ürgt resu¡b lrom our honoing üre raques[ You mey be asked lo sþn
 ¡drlilinal docr¡mstút or qreamcnb h connocli¡n wit r trå rE$J€sù
     ârd¡nmrnf ol AÊæunt" No de,Qe esðlgnrrtert or stlnr fan¡far of any r*ourt, wlntlrcr by gift ot
 oû$nrbs, ¡hall be binding on us unless acftnowledged by w in wtting. Unless we agne oüeMss in wrillng,
 lhe sccount will æmdn subþct üc our rights of sel off evûn alþr wo rocaiæ noticr o{ the ùgnsle¡. Accotxtts
 arc iangbsbþ onþ on our lecontg \^/a rese¡/e tbs Èht not b ac*nowledgÉ or ac@tty rtlompled
 ùa¡starof sn am¡nl
      A¡tlrodætbn to pry and DrtÉt thc        Àmunl     Yä¡u auürodre rs b pay ø wlhdraw funds from ths
 account, wt[rost any nolice b pu, on üre oder of efly account o¡ítal or a¡tho¡Þed slgner or on lhe order of
 any pertoul repesenhlhe of any ccæunt owner (eæn if rppoirùd h a stab or cornty o,ther lh¡r¡ ths oflc
 in wtûúr m nraintsin your account). Yor¡ a¡lhorize rs b honol orde¡s to pry or wllhdrar ftrt& ncahod     þ  ut
 fom any of thoee pemons in wdtlng¡ orally, ol slaclronkdty {indudlng by ldephoûç),
       hwt¡¡   of Atþmty. We ma¡ but are not raçlred lq honor ordare and lngtucüons concorning your
 aæount       þ
              sn attonæy.in-bct lor any account owner or an eulhorl¿ed slgnar, or by a person¡l raprege¡rtrtive
 sf an ¡ccount ownar, Wb mry reçrire ihel a porær ol etlornoy be qecr¡bd on e lcm æeflrblc to rrs, ürat
 lhe porot ol atlorney coni¡in languagå sathfrc{ory 1o r¡¡ and/or th¡t tro atlomqrin-fsct prosant tre ori,ginal
 ponrer ol atlorney beloro we honor lhs order¡ or lnshuc{onr of the rtlomq¡ln-fcsl lt& may ¡estrlcl thê
  typo *d ddlar amount s, lrans&tioos an rtlonq¡irr.fact nay onduct \tb Íny tsûninâls srtsphncr
  of a po'lø ol attomey d ury llmc rnd for any reason ¡nd without notice to ary rccouni arrner or rry olher
  person ll rve hornr the orders and inçbucüont of lhe atlorngfirr.fac! ¡ccor.nt b¡nnc{ir¡nr conducbd by tre
                                                                                                                  ",*"{
 t2
attome¡in-fact and the inslruciions and orders of the attnmey-in-fact a¡e binding on all sccount owners. lf wo
acceptã power of attomey, ws may continue to recognÌze and honor {re authority ol üre attorna¡in-fact until
we rèceivã written notice òf revocãlion or termination of auürodty and have had a reasonable time lo acl on iL
    Seryicê Chalges; Other Charyes You acknowledge trai you have been prwided our cunent
schedule ol service cherges end, if applicablq inlelest rates for yorr accor¡nt You agree that all service
chuges and any intreres[raÞs applicabls tic üe aæount may he changed by us from time io lims as set fort]t
in Sdctjon 14. Vou agrce trat we rnay debit from your acæunt wen lf your account is dorma¡t ebândoned,
or unclaimed, wifrout any furttrer noikÊ ø denan4 all seßice ôarges appliclble to your acuunl as well as
clrarges lor the purdrasó of drecks, drafts, arrd oûrer producb or services ordered by yqJ from or ümugh us
We i¡all not be ilable for failing to pay any item gesented againstyour accannt if he anllable balance is
insuflicient lo pay the itern, evsn if trô iniutflclsnt available balance resulb sdelylrom debi[ng lhæe servíce
and otherdrargec lrom yorr accornt
     gnler of F¡yrnenú tt tno or more ibms are presonled for payment ltcm your accaunt on lhe same day,
$re may pay or ch-alge lhe items lo your occouni in any or&rrvitholl regard b any conkery. insùuct¡ons lrom
you, or'en iÍ payng a particulu iteraor ilems cau$s$ tlre ava¡lable balancn lor your account b be insuflicient
üï'Jne       ffioiã ,fiãr ii"m lhal qthennise coul¿ have"bèsn ¡t¡¿ tì¡. mey pay it"*s arawn on.us, debit your       '

acloi¡nt for any rervict drøges and otrer amsunts hal you owe us undel lhis Agreement or othenrrise and
wâ mey cteæiie any righb oiset oft yre may have agahsi the accounl belote we pay_arry oihe¡_ item, lf an item
was ¡nitiateO at a pdtntãf-ute termlna[ yu.r agree trat ïr€ may chaçe üre amo¡nt of tre item to-yo1 lmunt
 or place a hold ori your account in üe ainarnl reryested S tñe meictran imnredaety upon auürorization of
 ürÈ poinlof-sale ùânsoc,tion, a/en lhough we hav'e not ttren octualf received üre item lor payment

3. ACCOUIIÍ !¡TATÊ,MËIÍÍS         AilD IIOTICES
     Porlodic Statomentg lf we have a deliverable address on {ile for you, we will mã¡l or deliver to you
 perlodlc sbtements lor your depooit acount at approximolely monthþ intenab unlæs we speciffb you
 ânother interval period *tren you opon lour accoúnt or lhereathc lhe account sùaÞment will desc¡lbe each
 item by ltem nuriìber (where appropdate). amunt, a¡d d¡þ of debil or credit. For certain types ol accauntg
 lhe peiodic staternent may be àccbmpanied by lhe iterns or a lacshnlle ol tlpse items llsþd on üta
 sutiment unless the iem or an imagb of h€ úem 's unanlabb lor any reason fior o<ample, whcn an item ie
 electronbally prasanted (or re-preseñted) tor payrnml agoinst your accountl ll we comply_wjh the foregcing
 provisions oi úiis Sectøq yor agreo that üre sdement and items all haw besn mEde nnilable to you in a
 reasonable manner,
       llail¡ng and Availsbillty, furiodic statements, canceled drecks (if applicable to your accounl), and
 written notices of di¡honor or retum of unpaid deposited items, or any olher notice or communication, may be
 malled lo you at lhe addres¡ shown ìn oui records or a fomrarding address Íoryou if one is on lile wih the
 U,s, Fûd,á Serviea llowaler, we rvlll not mail any accouni ínformation to an address ihatthe U.S' Postal
 Seruice has ìn{orrned us is fundeliverable' o¡ othenvise invalid. We use reasonable etioia to maintain the
 lrl     s{alemen(s) rehrmed as undelirenbte for srxty (60) dayc, or sudt longer period of time as 1ay be
 required by çplicable hw, after which lime we may disposo of tlre ststernent and original ltems. Hornerær, we
 retäin pøniaÚé versions ol yuur aæount sbþments foi seilsn ('/) years, or longor perinds as nsy be requhed
 by appìicable law. You agreè To give us written nolice ol any çhrgngc olyour address. $& may, but ars nol
 nfuulreA to, ctroge the addresrfor you in our rocotds if tha U.S Foslal Service noftlies us ol s new address
  for'you, and yon úaive rny and alf cl'aims agaúnst us hatadse h conneclion wih any mallfonrarded toyou or
  sent l,c an aúdress lø you supplied to us bt üe U,g fusbl Seviæ, Any accotrnt otilner or aulhodred signer
  ol a Joint account may'changå'he mai[ng åddross {or your accoltnt Notice b any one accounl owner shall
  const¡tute noliea to all þ¡nt accounl owners in a ioint aøunl \Àle may make slalernents, canc¿led checks
  (if applkabla to your aécount), notiæ or other iommunications avaiËbte to you by holding all or rny of these
  ilems lor ¡ou, or delivaring all or any of ûrese itorns lo you, in accordance w{th your request or instrucdons.
        Errors; Uneuttrorlzad lÞa¡r¡acüons ¡nd Foryedes. Our records regarding your accounts will bo
  dee med conect unþss you timdy ostaHlsh with ur lhst we rnadè sÃ oror l! is es¡ential that ary aæount
  errorg (¡nclsdlng misini deposiÉ), unaut¡øized transacüms, altentioris, unauthori¡ed slgnafures, fo$-ti"q
  encoding enors, posting erórs (sudr as debits or credits posted lwice, debits oosted as credits o¡ credlls
   posted as debih), or any other improper transactions on yrur account (collecävely refÊrrad.to as -
  'oxceptionsJ be reporlid to us as roon ås reasonably possible.Othen¡ise we may not be liabh lor lhe.
   exceþtions. You agiee that you will carefi{! e¡<amlne each accou¡t sbatement or noüce you teceiva and
   repoil eny excep!õna to uaprompdy alter you receive tre gbþmçnt or notice You agree lo act in a prompt
   aid reasónaHe msnner in revianvìng lour shbment or notice and reporting any axceptions to us lf you do
   nol report an Ð(copl¡m lo us within trirty (30) days afler we sand fre statenÞnt or noücs to you, you rgroe
   hat we will not be liable to you for any loss you sutfer relaied tB üat e(ception, This means üla! if you do
   not report exceptions 1o us within hirty (30) days afler we send lhe statement or notice to you, we wìll not
   reimburse you for any loss you suffe¡ irrluding, but noi limited tq any amounb lost as a result of paying any
   unauûrorized, forged, or altered iùem, or paying any oûrø item altered or forged þ üre sarne wrongdoer if
                                                                                                                 **¿
                                                                                                                  13
we pûid ü€ olher ibm befora we rcceived nolice ol any of ürese exceplions from you Bceprl æ p¡ottided
þ applicable lnrf you also agree thet we will nst be re$rired b reìmburse you lor any oceptions caused by
yorrr own neglþnce Dlflerent rules may apply to iterns hat ara electonh fund tmsfers ln atry case, you
agree prompüy b æpay u: any anount cædted b your scca¡nt in eror, snd you åuhorhe us lo dcbit you
sæounllo obtrln po¡mentof any erøeous credit
    seærd Ratffon. \le wli rebln ary ¡tem pa¡d on your accaunl lor a perlod ol ftfteen (lô) business
days from üE fua fie liem psb b your eccowt ltb will retain copres ol those items for saæn CI) years

4    Àccoul{r rRÂr¡sÂcÏroils
     Slgrnh¡lú¡ F¡c¡ùnlle Slgnafuna          !{Þ may rely on eadr s(pdr.rre on a signahre card for lhs
account or cn plor aulhorized items in dl tr¡nsacliors connecled wr'lh the acÊouni lf you use a fac¡lmile
signdure or otrer medranice¡ or elecfon'ic deirice for rigning ø autræltrcaling itørns {rawn on yqJr .
aÀounl you acsume tre enüre r{sk lh¿t üe farsimile signatrre or davice rnay be used impropaly T by an
unauthorired person, Wb wtll not neimburse you or uy oher peaon for items drawn in lhis fashion by any
uneuthorized iærson or by any person who àxceeds tiis or her autlndty to do so, and we may honor-allol
fheselypa iteins presenÉd tó ùs You agres to lndemnilyand hold us h¡rnless from ul tg59 resullirg lrom
our honörhg an itern in arry iruturce in vrhidr the itgrn Fa,-s or plrports lo bw a tacslrdla signatuæ .
resembling ã signature on llla with us, regadless ol þ u*rom or by what means llre acluel or purported
signature was affxed 1o the iþnt
 -     Ro.¡uthod:ad ltem* tf you glw inforrnatìon about your account lo any person who represents to.pu
lhat in the ordinary course ol ils buslnass, it will present uruigned items lor payment or initiale l¡ansfers frorn
your accounls, theh any itern iniliated by üral peison willbe deemed authorired byyou udmoy be chuçd
io your accounl You a;eums the anlita*sk lhal tlre info¡mation yo.l {umistred may be usad impropaþ or by
 an-unauûrori¿ed person. Vlb will not reimbursc yol or any olhar pøson for ltems drawn ln his fashion,Þy_any
 unaulhorized person or by srìy psrso{r wt'lo exceeds lús or her aùthuity b do so, and we nay hrror all of
 heseþpe items praeentedlo us.
       Wira lbrnsfgr* lÂlhen we accept a wire bansler paynrcnt order lnsùrrting payrnent to you or lo yout
 account we will nolify you of ar recelpt ol payment by lndicating the arnountin yrur accq¡nt stalemenl
 lf tÌre pa¡mentorder does rrcl specify an account un may deposit tho payment into any account hat pu
 maintajn wllh us (nduding mulüple parly accurnbl Your accounl state¡nent wlll be he onþ nothe ol æceipû
 which wo will provido you, and no interest will be pald on wira lransfor payments deposited lñlo yout accoünl
 unlesÉ lhe account olhenrise pays lnteresl You agree b pay all drargæ lor wire lrsngfer se¡vices stated in
 our schedule of service clralges, as ãrîendêd torn üme to lime. Papnenl ordars vrdl bo not acceptod until
 execded by us. $/e ft$eñ,€ he dght b rcfuse lo accept any peyment order. tf there ls arer any incontisbrtcy
 ø ør¡flict betwem he account numb¿r and åe name ol a reciÉmt on an insbuctbn or payment ordø we
 msy rely etdusiveV on lhe a¿çount number snd bank fdenlilication nun¡ber conb¡ned h a payrmr* order
  ¡athe¡ than th€ name Amendmeñts to a paynent oder must be prûvided to u¡ at leåst üìree business days
  pdor b our oceortim of the payrnent ordEr. Wb may reæd ury blephone conversathns or data ùansmlssioos
  thgt initide or aneod paynnnt orders The óango rale on a retum peyment ordar shall be the nte in aflect
  at the l¡må the refum i¡ raceivd.
       lruülfldent Âvail¡bls Balanc¡ ¡nd Ovardr¡lts lf your arail*la batance ls insüfìcient to pay lhe
  totsl amor¡nt ol items presented against youraccounlvr€ may al our opllon, reù.rm øry of the ilens unpald
  or pay any or all o{ the ltemg even hough payment will cause an trardnlt ol ywr aeor¡nt Wle may reh¡m
  any itern at any üme if your aruilable b¡hnce is insufficleût b pay that ttern, s,Ên lf rvs previorsly harc
  pernitled overdrsfts. You are not entilhd to rely*     aly pkn act þ us wiûr respcct b your acccunt Our
  elêcüon to pey o,ædrafb does not eshblish a course of deallng between you end us or modity üre bms
  of thls Agreemenl You agree that il your anlhble Hance is insufident b pry arry ilem presented againsl
  your accounl yan pmmpüy will pay boh our selice åeqe for handling and processlng *¡at iþm sr¡d the
  amount of any o¡erdraft wilhoul lurürer notice ordernand.Vour lailure t¡ pay these amor.fits prumpüy may
   r¿sult in additjonal service d¡arges lc your account Esdr sccount own¿r wlll be þnty and sanralþ llable for
   he charges regødhss of vrhidl account o¿rn¿r i¡ respon¡ible fø heir occunsnce ln üre evørt yoir {a[ {r
   påy the arnounl of rny overdralt and aü ssso&led ssrv,ice dmçes urd wa rebr you ovardra¡¡n a¡count 1o
   an attomey lor collection, you agree b pay dl reasonatfe açensss, indudng v*thout limiUtoß attomds
   feês and court costs inanlred by us as a result of toul account beho orerd¡arvn
        lnþl'Ârtounttlrlnrfrrs"lf you gre an ûnr¡år ol hro or mors ãonsumer eccounb lhat we allou{ to be
   linked you rnaf ry separala agreenrant desþmte one sf those accounb as a secondåry accounl from
   whi,ch lunds rqy be tranÊfeffed to cover items (hdivirlually and collec{ivdy calhd e 'cwóred ilernJ presenbd
   for psyrneflt out of another, primary account lf you make ú\in designaborteill¡er at lho time you opén your
   accounts or later and if the ava¡lsble bdance in the pdmuy muñt is lnsutfrcienl to pay triamount df any
   coæred itsm at lha lime ol presentmenl then urs rryill autdrnatically trans{er fiom the'sácondøy account in'to
   the gimuy acrount ü¡e speciflc amor¡nt necessary to pay tral co¡erd ilenr You agtee to påy *re $¡ßetlly
    oppli,ca$e sewke charge each lime furds ua hansfened url ol your second¡¡y account sird tnto yarr


14
primary account to pay â coveÍed item, We will have no obligation to pay any cc'vered itern if the combined
available balancæ in the secondary ac-æunt and primary account ai the time the covered item is presenied
to us for payment are insufficieni to pay dre covered item or if the secondary account is in dormant inas{ivq
orfrozen sbfus, ln {his siluation, if no funds are tansftne{ you will not be assessed any sewice ctrarge
for the ùansfur, but your primary account will be sudect to lhe provisions regarding insufficient oailable
balances and overdralb disqssed above. Your designallon of primary and secondary accounts will not affect
whelhøany elecbonic transaction is aulhorized for paymonl.lf an elec'lronict¡ansaclion requhes authorizatíon
at lhe time of the ùansaction (e.9,, poinl-of-sale, ATM and Check Card hansactions) itre autlrorizalion will be
based on the available balance in the primary account and noi on the available balance in lhe secundary
account regardless of any dæignalion of a secondary accounl
      Stop Payment Orders. You rnay request us to stop payment on any chedç draft or similar wriiten
order or instruc'tion drawn on your account by giving us the iniormation we may requesi, including the
 account numbet fte Ítem numbe6 the date of fte ilern, the payee of the item, and lhe exact amount o{ ihe
 ilsí\ and by paying our slop payment service drarge \{Þ will s€aldr for your lbm by æmputer, so it is
 essenti¿l lhat all informatlon you give us be accuraùr To bo efieclive we mr¡st reeeita any abp paymut
 order in time to aflord us a ro¿sonaHe opporhrniþ b act We wlll conllrm yo{¡r oral stop papnnt ordr ût
 wriüng, and lhe fnformation included in our writlen conlinnation will b€ condtdveþ preeu¡ned b be conect
 unless you notity us wiûrin lourteen (14) days of lhe daþ of lhe conlirmation. Conlinned slop payment
 orders wíll be conbnued in effecl tor a pedod o{ two (2) yeam lrom the dals the ini[al olal stop payment
 order ,¡¡as placæd. A conflrmed stop payment o¡der will expire at the end of lhe t¡o'yesr period untess yot
 revoke it at ân eårlfer dåtÊ or rûnÊw it in vrdting fcr an qddilianal tvepar pøiod end pay orr stop payment
 seruice druga You may not stop payment on a¡ itgm lt nc have va¡ifisd to the pa¡¡ee that the avallable
 balmca ln ¡our account is suflicient to pay such item, or lf we hao accepH that ilem by payment or
 oûremlse. Any account owner or aulhorized signer may placa a stop payment order, and we ere not required
 b rdeæe a sbp payment order unlocs requested lo do so by the account owner or lhe aulhorized slgner
  wtro requested it You agree b lldønnlff us Bnd hold us harmlsss lrom and agahst any losq darnages, anc
  e¡penses (lncludlng attome/s fee) sre mry lncrr by reason of ot¡r ßlusal to pay any ltem upon wtrictr you
  have stopped paymenl For stop payment orders on peauthorized eleclronic funds transfers, please refer
  to üe Elecùonic Fund Transfer Disctosuæ Statement in tris booklet
       llleg¡l îansacüon+ You agree lhat you will not use your accountfor any transaction that ls lllegal
  in the jurìsdicäon where ¡nu livq in tre jurisd'rction where lhe tansaction is çonsummahd, or in any other
  jurisdic{ion affecied by the bansaction. You agree ürat it is your responsibilily b deþrmine the legality of
  each of your transadions in all applicable juñsdictions before entering into lhe transac-tion. You acknowledge
   and agree lhat we have no oblÍgation to monibr, to review or to evaluate üe legality of bansactions on your
   accounL You also agree frat you will not use your account in connection with any lntemet or online gambling
   trensactioq wielher or not gambling is legal in any applicable þtsdlctisr lile reserw üe right b røtum
   any item $d wa bellcv¿ ls rehted lo an ilþal b¡nsacfioq an lnbrnst or mlhe gønbling barsaclion or a
   htgh-dsk bsnsacthn To he fulles{ o<tent permltted by h,t yor.t agee to pay for any item that you auhorized,
   s¡en if he trånsac{jon related lo that itern is detêfin¡ned b be üegat
 5, DEPOSffi¡, CO[LEsTrOilS Àr{D pAyitEf{T OF fIEttS
     Dcpoûlt* Wb rnay require a minimum lnitbl doposit to open an accounl You rnay make gddtional
 deposls of any amotnt of $1.00 or more åccornpånied þ a èompleted deposit slip (unless yarr deposil is
 S elecbonic funds bansfer) either in penron, Ð mail at an ATù1, a nþht depository, or þ olec:lronic funds
 trûsfer. We may chugo for deposþ and we also mey refuse to accepl lor deposrt or æflestion any hbm pu
 otfur lø dapos( accept all or any part of a deposlt for cotlacton onty, ø limit the amount of the deposit lf
 your doposil is oürer than cash, lor exampþ checks, wa may without pdor nolice to you (except wtrsre prior
 notice is requked by law) place a hold on tre account lor üre amsunt of depasited ilemt for lhe app,roximate
 period of üme it hkas us to wiþ that lhe items rrill bo paid û:dng $e hold period interest$euing
 scæünb wlll gam lnlerest in accordance wih üre intalast sdredulc. llemn accepted for deposlt and drawn
 on a non-U.$ inslitulion nray be subþct to a sarvicÊ &arge. lVe may accept an item for depoot to ytur
 acrsüot from an¡one and wíhant queslion      r   vedfying the auhority of lho person making üre deposil Credit
 for any ilem we acæpt {or deposit to your amr.lnt includíng funds thal are doposited by electronic lransler,
 ls povlsional arrd may be æroked il lhe itsm is not finalty peld, for any roâsor\ in cash or its equivalent Our
 psltcy ûn the availabflity of dapo$tr lor willdrawal i¡ descnbed in lhe Funds Availability Oisdosura prtion of
 this bookle!
      Colledon ae Agenl iþms delþered lo us for deposit or collec'lion are rccelved by us ae your agent for
 collection and at your risk We may accept an item for collection only (such as a refurned deposited ihm or
 an item drawn on a nm-US. insiih¡tíon) and impose a sonice drdlge for aüempüng colledion of the item.
 ln situations where we actept an item for collection only, væ wül not giß yûu cash or an offrcisl úEck for
 the items unlil &e items have been pid, We are oblígated only to aercise ordloary care ln handling and
 collecting items delivered to us lor deposü or colleetion, We shall no't be lÍable forfie misconduct, negled



                                                                                                                   15:
insolvency. mishkq or lault of olh€r p€rsons or sntitieq or lor lo€s or desùr¡eüon of any lbm in bsndt or in
the poss€ssion ol olhers or lor loss of use as a result ol ürslt, fre or drorcrüît bellond our reæmúþ
conUol, lf any ibm depositad to ywr a*ount ir payable by a payor üot i¡ not s banh wr may send Ûs itÊrn
diæclly to trat payor. ltems pa¡nbb through another benk may be sentdireclly to lhat bsnk or to collecUng
agônts who tlkewbs shall haw ttrc dght 1n serd he iþm¡ direc$y b lhe bârù on whi{* thcy ere dnwn ø at
uÈrich frey ara payaUe. Ê¡yr¡enl of holð iþrß nøy be accepÞd in cae¡ or dnlls and neithe¡ xp not arry
coüecüng agenb *rdl be lhUs for fs¡h¡rÊ lo coll¡ct suú draltr Eedr ællecling agont is deemed to be pur
agent No collcding agent shdl bo llable for loss arising lrorn any act ø omission of anothu agonl
       lolnt Dapcú¡¡ Ìf an ¡cnourt b a þint account or a POÐ. account (including e Totbn bust account),
orr rig[rb ond bU¡üæ lor pEmsrt of üTy srrrrc dr depasil :hall bc goærned by lhe lawr of the slate h
whkù we mainhin yor cccont
       Dcpo¡fù¡ b! mùûq Ag$t¡ orllu¡tes. A depûd,t eocopbd l¡orn o¡ m beheÍ oú a mhor, at our
oplion rnay be pnld to or lor llre mlnor, ¿rrd üå pa¡cnl:rlrllrlxrrt sh¡I ba v¡Id oæn thangh æt acalted by he
riino¿s guàdiair *rstnd'nn, u le4al rryesentoìive \¡ihsrs s deposr't ts accap,ted ftoal ¡n sgenl.kletee, or
other reþresenlûtive, wç do not hàræ to inqukê as to bo authodtyof tho represonblive, rnd the.deposit may
be paid     io lhe account owner or lo lhe ragiesenHive withwl inquulrg as lo tht disposilnn ol lhe deposil
      -Unllorm
               ll¡¡sh        to ltlnort årl tUTft$ Oepctt* A gifl of monsy lo a minor naned as boncfrciary
of an UTi¡tA aæot¡ñt b irsrocabler wtll bo cons¡darod msde in ãccord¿nce wiih the præitbns of applicable
shb slatuhs gownrlng uni{o¡m tran¡fers lo minors, end ¡h¿il include all interst çs.rned cn lhe e€couni
       Ch.d( ¡nðosane¡rt Sûanrtrd* lf yol rlçosit cfrscks ntu yorn accorrrl yorr ae æsponslbb hr
the oonditin ol üs ba* of the úccfi u*rsì n S deposted.Ihe bffk ol üìê ûctk b ured durirq ft¡ åeck
collection procasa to reæ¡d the ldentiffsüon ol banks pr*tscing lhc ched<.lr,loet of the bacft ol the check
 is rescned lor b¿nk use You qrcc thet $a endorsarnont of ltre drock must bo cmtairçd in ths pûyË€
 erdarsernent a¡s, vthidr ls limltd to M inc*ras lnrn tha ùailing e{e ot tlp dmk m fu back Ìhs lrå!¡¡r€
 edgü of tË dred< is definêd as the left side of he check looking at ll from tro ltonl Any writing, starnp, or
 muking tutsidß of lre payeo endorsemenl aßsrûay delay lhe proper return ol any unpeld check you have
 depori'hd, You agree lo indernnify ur lrcm my loss or lhbiliþ, includirq attone/t lees, hat may be c$$ed
 by yor¡r lallure to adhere tû the endorscment shrdadg ol thê Fedcral Reserw Sysle*
  '   'Forcign
                   Cunandea Oeposils in foreþn crinemes will ba converled to US dollårs al ü¡e s(Çharìge
  rglÊ ln otfuct at the lime of llnat collecüor¡. You will be regponsibls lor vedlicatlon oi any a<dtange rata
  hfurmdim prwldcd by u¡ h sdvûcÊ of ftrelcolle*tion Eróango rates mey ltctuale ;tgnificanüy in
  a short paid of ütn 'ttru bear aR ardrenge ñslr    rftd             b depodb of fwt{p otency
      Alt      Dspo¡ltorbq illght DrpoCbilcq Dheti Dopdt, rnl Dspslt¡ W                    t¡ll.     Our ATMs,
  night depositcrieq drec{ deposit senilee, ard deposit þ mril service ara for yorr convansnce. l,rV¡ ôrc nol
  accounlabb lor dÊpæits mnde in ürls malrnor r¡nllt thr drgæ¡t ir rfu¡lly æpted and yocessed þ o.:r
  åuthori¡?d ønployees Oeposits mada in this mmner wll bs posted tc your account on lhe date aæopbd by
  our aulhorirsd employees. Our records a¡e conclusþe pmol of whal deposils we ræsived horn you lhrough
  ATM depooitorieE, níght dopodbriæ, or *¡e ms¡l ionirå. lf any dirxt depocll b rccallad wr are authodæd
  to ruvar¡e üe dcpos¡t withcnt prior nofice to yoq $(cepl as othenui¡e rcqrlrcd þ law.
        Ëh¡rgobüdts ln the svent a deposiled iler¡ drawn on us (an'on us'item) is dsterûtined by ur nollo be
  påyâbls for any reason or a deporltetl itsm drærn on any olher pqpr b ntumed to us for any raason, wllhoul
   regard to whelher the othsr payor rcfumed lhs ilam to us before ¡ts dcsdline to do s{r, yee msy durgÊ t}re
  item (a'drarçbed< iternJ lo your accor¡nt or to srry acçovnl ol whidr lou src sn onner (incluciing any
   multipla party acca¡nt) or e¡ ¡ulho¡iæd signer. \i,h rnay dobit allor part ol a chugeback ilem to ybur accoont
   elen il doing g0 ra¡ulls in o¡ causê.! ¡¡ overdrall ol your sccount and regudles* of whether ihe ltem can be
   physaalty rek¡rr¡ed to you. You weivo not¡ce of dighsro¡ in connectton'¿iûr any item ttrat ir rrot finalþ paid
   in full and lhal un clralge bx* to your xcounl We nray rëcqyêr lrom pu any arno.rnl *ithdrawn by you
   agalnet a chatgeback ilem. ln the Eranl lhat our detfl ol all or parl ol a drargebacrk ltsm re¡ults ln or causes
   an o¿erdraft of your accour( y{e msy obtain and rotajn possession of the itsn\ if it is availablq untfl ws
   recor¡e¡ lroo yor lhe a*uunt of any orerdraft of ),I}lr accpunt a¡d l$ a reasonsHe lime lhcreattrr" ll our
   debit ol all ø parl cl a chargehck ìtam Srat ls an 'on us' ilern doe s nol result ln 0r câuso an ovordraft ol your
   account, our dsadline for tetum lo you ol tre itnn, if lt is avalfable, shell bs síx bu¡iness days aflnr we raal<e
   such daterrn¡nållon" lf ¡ve srr noti{ied üat æy ltem lor wtrich you recaived gayrnent or ceðit þ yor¡r eccor¡nl
   is aot prcp*dy peyab's, yôrr âgle€ thãi wihor¡t notLe lo you, we nøy authorhe üre drânoe bank lo hdd Ëre
   item and try to obtain f¡ûyment Wb w¡ll not inltially decide whether e doposited itom has been improperly
   returned; if you balieve that a deposited item has been improperty røtunre4 you simuld contact us
   immodirÞty, tl{c vtill not bc rospomibh for faiting to pay arry itenr presonted agninst your accounl belore a
   deposit becorncs *r¡atla$e for_withdrau¡al asseiforth tbÕrg il lhe **ilable balutceln your accounl *ihoul
   regud to such-degosll is insuflicient lo pay the il€m, es provided in $ection 4,
        Soruice Ch¡rgæ; Ênor Conatüon. We may debit s s€rvics charç lrorn yorr âccount for eacfr
   deposiled itern ttiati is retumed to us unpãd (whether {or ü,æ first or r su"bsequeit üme): beas an
    un¡uthorired sigaalure; Fr¡ r 10 dåpûsii, has bern altereq ersõed, delaced <¡l-rnuülded; or is incoreclly


:r.
     desclibed on the deposit slíp, Errors in posting, addìiion, subtraciion and calculation, whether by yotl or us,
     ue subjectto correcilon by us at any tíme; provided that we may not be obligated io correct certain erors
     if you fail to noiify us of the exceptions in a timely mânner as described in Seciion 3. You agree to repay us
     promp{y any amount crediied to your accornt in enor, and you authorize us to charge your account or any
     other account of which you are an accouni owner, to obtain payment of any erroneous payment or credil
          Stale and Postdated Checks; Miscellaneous. We may, in our discretion and without noTce tc you,
     either pay or return any dreck that is presented to i.rs for payment more than six (6) mcnths a{ter the date of
,    that check, We also may, in our dÍscretion and without nolice ìo you, eiiher pay or retum any check we recelve
      be{ore fie date on that check unless you have complied with any applicable statuie regarding pos'tdated
,     checks and you have provided us with notice of lhe postdating in time for us to have a reasonable
      opportunity to act on it before the check is presented to us for paymenl Your notice about any postdated
'     check must be given in the same manner as a stop payment order and must provide the same informatisn
      required for stop payment orders. Each postdated item covered by a notice of postdatlng will be subject to a
      service drarge. We may dlsregard any inlonnation on an iiem drawn o,n your account olher than the signature
,     of lhe autrorlzed signer, the grnount of the ilem, tha date of the llom (suf{ect to the provisions ol this
      Agreement regarding shle and postdated checks), üe account numbei lhe endorsernents, and any ather
      informaüon which appears in magnetlc ink at the bsllom of tl¡e check, We are noi bound by any other
      informalion on the check, including terms such as'fuyee's endorsement requiredi "Nol good fot more than
¡'    $ (amount)i'Void if not paid in (number) days," and similar language. We shall have the right but not'the
      obligation, to process any item that ìs materially incomplete or has been altered.

     6.   WTT}IDRÂWAI-S
          You may wilhdraw part or all of your account's availabie balance. Any account ouner or authorized signer
     of a mulüplã party account may wi{hdraw all or part o{ the available balance in lhe account regardless of who
     deposited the funds into the accounl We accept no responsibility or obligation, except as required by laq to
     supervise or review the use of your accounl
          Restric{ions on YYithdrawala Your account may be subject to certain lransactíon limitatìonq which
     are shown in the disclosure provided to you at the äme you opened your account. \Åb may at any time and
     without prior notice to you (except where príor notice is required by law) establish or change iransaction
     limitations for any account lf these limitations are exceeded, you will be subject to any charges in effect
     at ihe time. ln addition, we may stop payíng interest on an inlerest-bearing accounl or we may close ihe
     account without prior noäce to you (except where prior notice is required by lawi We also may require you
     io provide notice before you may withdraw money from certain types of accounts.
          Without prlorwritten notice to you,we may place a hold on your accountto cover a chim againstyour
     accoun[ or we may pay he source ol the doim when we receive any notice, clalm, or court order which we
      bolieve may atlecl your account (sudr as liene, gamishments, a$aúmenb, te¡iec, înjunclionq or other orders
      of a courl or orther governrnental agency), regardless of lha form or rnanne¡ in which we receive the notice,
      claim, or courl orde¡ and regardless of v,trether we are a nEmod pårty to *re noücs claim, or coutt order. We will
      not be responsible lor refusing to let you wiihdraw funds fcorn the account or refusing to pay items piesented
      against your accornt while the hold is in eifect or aÍter we have paid funds to the source of the claim,
           ln the eve¡t of any contoversy with respect to your accoun! such as a claim against funds ln your
      account or a dispute over who has the right to make withdrawals from the account or who ís the orvner ol
      the funds on deposlt in the account we mey reluse to pay any funds to anyonÊ unïl we are satis{ied ihat the
      controversy ís resolved or we may conlnue to honor the authority of account owners ând authorized signers
      as reflected on our records, We will not be responsible for any dameges you may suffer as a result of our
      refusal io allow you or anyone else to withdraw Tunds due io the controversy or our allowing any exlsiing
      owner or aulhorized signer to continue tp conduct trãnsactions on the account during the controversy, We
      also may pay or offer to pay the account balance to a court of appropriate jurisdicüon, naming all of ihe
      claimants to the account as defendants in an inierpleader actior, You agree to reimburse us for all exPenses
      we incur in an interpleader action, includÌng attorney's fees and costs, and we may obtain ¡eimbursement of
      those expenses from your accounl without notice to you.

      7. sug-AccouNTs
          We may establish two 'sub-accountsn on our books for certaìn deposit accounts. lf we elecl to establish
      the sub-accounts, it will not affect the ofier terms and conditions of your account orthis Agreement the
      Federal Deposit lnsurance proteclion afforded on your accoun! the interest (if any) paid on your accourtl ihe
      sewice charges imposed in connection wlth yoqr accounl or the lruü in Savlngs disclosure given to you,
      Both of tre sub-accounts will rernah your accounb, but wfll be used by us intemalþ to månage your funds.
      The first sub-account will qusÍfy as end bo ùestßd as a'sãvíngs deposit account" for the purposes of Federal
      Reserve Board regulalions. You Eutho¡ize us tô üansfd funds between the two sub-accounts consistent with
      Federal Reserve Eoard regulalions. As suchr we must advise you that the regulations rquire that we reserve
      the iight to require at least seræn days'written notice príor to tre withdr¿wal or transfer of funds from the
                                                                                                                          1



    savíngs sub?ccounL V1b do not cunentþ e,rerr'lse Ërat rþht wih respoct to thesa savings suÞaccounb.ln
    the evert wa dertermine to exerc¡s€ tbat dghl we wil dose he savings srb-aæarntarrd bansh¡ allfurds
    back to your o:nent aocourt and cease lhe sub-account agreemenl Yrur depoait snd wÍlhdrðwal c+abfliües
    âre not dþct6d by our decüon !o estâHlsh the sub.amo¡¡l

    8. ÂR8tTRÁllON
        By opening ø mainhining lhe aæount yul agrea trat if a dispute of øty kind adses under this
    Agreement or relates to your acrount ol any tnnsaclions involving your accor¡nt, dtÌpt yo{¡ or vrre can choose
    trhave that dispute æsolræd by binding aÉihati.ør      ltl¡
                                                           r¡ùit¡ton provl$on lln{ts yon abilily to
    litlgate claims in court and your dghtto        a   iurytrlal You should rwiew thlssection carcfulþ.
    You will not have the dght     to participate as a dass represeniatíve or member of any class o{ ciaimants for any
    claim subjeclto arbiiratign, Arbikaäon is usually an lnformal proceedlng in whidr dlsputes øe decided b,y one
    or more neutral arbitmtors who receive the evidence at a hearing and then issue a binding ruling ìn lhe form
,   of an award. Ysu and we understand that discovery and olher procedures in arbibalion may be more limited
"   han discovery in court proceedings and lhai he abiliiy ro modify, vacate, ol appæl an award by an
    arbiirato(s) is limited.
           You and we ägree, upon written demand made byyou or us, to submittro binding arbilraiion alldisputes'
    contloversies, and claims, whetrer based on conkact, fraud, tort lntentlonãl tort sblule' regulation' conslihÎiorl
    common laq equit¡ or any oiher legal basis or freory and whether preexisling presen[ or {uturg frat arise
    from or relaie to this Agreemenf the accounl any tansaction invofving ttre accounl or any advertisemenls,
    promotions, or oral or writte¡ slatemenb rehied to lhis Agreement or lha agcorll the refationshipc       fqt    ^
    iesult lrom lhis Agreement t¡nc¡ud¡ng, to lhe fullsst e¡i'tÊnl-permifted by applicable law, rs¡ationEhiPs wilh $ird
    parties who ere not perties to Ll"ris Agreanent or lhis eòiMon praÍsionl or he scope or enlorceablity of
    this Agreøment (colleclively, a'Claim1, All parlies rebln üre rþht lo seok relief in a small c,laims cot¡rt for
     dbgrtes or dalms withh üre scope of the iurisdictkrn ol üre small claims court You or lre may choose eilher
     t¡d ¡¡nøca¡r Arblbation Assodehon ('¡¡Á1 e¡ gì€ Natic,nal Arblþâüoñ Forum ('f'.lAF) witrh târ ( l0) days of
     tre wriüen demand for arbibalioq bc conduct aty arUbetim under this dgreønont oryou urd rve msy sgres
     upon a difbent albllralor. ln arry ann[ any arbit¡aüon under thls Âgreementshell bo condwted h accordance
     wilh úre applicable arbikalion rul¿s of the srbiùahr or arbtlration organizsli:n fRulesl lf an aÉúhafu olher
     than tlre AÅA lË chosen, lha Rules of lhe A,{A ïrlll be applied to any drcumsiame thal is ml gddressed by he
     Rules of the chosen årùibator. ln lhe a¡ent ol any incorsisterpy between üris Agreement and tre Rules b be
     used for an arbibatlo4 $¡c¡ hconsislencl shdl be ¡esolred Tn lwor of lhis Agreemenl Thb srbihel¡on prwislon
     ls made punuant to a fansaclim inwfuing intersbb cornmeræ, and tro frderd futtHion Acl (tre 'FAA1
     shallapply b the comlruc{ion,lnterprelrtioq and enforceability of thls Agreement noùdbstanding any othar
     choice of law provûion contalned ln ürls Agreanent
            Eilher you or we may iniliele ¡¡blbaf¡on by giving wdtlon not¡ce of lhe intan$on to eóltnle b üre
      oher perty ad by filhg notke wlth he AAA or lhe l.lAF h aærdence ltdh the Rules in effod al tre
      $me the not¡co is îled The demqnd for arbibatlo¡ may be made before or altsr commencement of any
      litigalion, Yorl shor.üd conlact the AA.A at 8æ-?78-?8fr9 or wwwadr.org. or the NAF at 8W474-2371         x
      www¡¡þforuraco¡n, for more lnformatlon abor.rt a¡bltrsüorì" lf for any æason üe AAA or $re NAF ls unable
      ot unwilling b serue as arbihalion administralor, or you erd rrve are unable to agrae on another arUtrator, we
     wiltsubbtute anotrer ndond or reglonal ari¡ibalbn orgmization
          Demand for arblùdion under lhis Agreerrent must be made before ttre dale when øry jrrdkJ,al aclion
     upon the sarne Cleln would be bañed under any appllcable skùJle of llmitationq olhonvise, lhe clalm also is
     be¡rsd in arbitaüon Any dispute as to whe,lher any gtatula of limitalions, estoppel, vaiver, hche*, or alher
     doctine bars ûre arbtHion ol any Claim shall be decided by arbitration in accordanæ wllh üre provislons of
     lhis Agreeme.nù
          AClalm by, oron behslf of, other persons will not be considsred ln, jolned with, orconsondated wih,{he
     aü'ifalion proceedings between ¡lou and us, and a Chln shal nol b€ arblhaþd on a dsss ect¡orì púnte
     attorley gonerrl or olher repæsenblive basls. A,ny dispute regarding û¡e prohibitions ¡n üre pior sentørce
     shall be moolved by the arbihab(s) ín accordance wiür lhis agreemenL
          Nothing in this arbibaüon ¡rovision shall limil tre dght of yru or uq wñeürer bofure durhg, or aRer üra
     pondcncy ol arry arbikation proceedíng, to exercise eny rdf-help remedias, such es set off oirepossession
     and 5aþ sl coüateral, or to obbin provislonal or andlluy remedies or injunctiræ or oürer lradilionally equ'rbble
     relief, such as llling ar intorpleader aslion. You and vre agrea thal lhe tàldng of these actiors or any oùrer
     pattkipation ln llllgetion by you or us does not waire any right that eÍlher pu or ,,,1e traæ b denanà
     arbitralim at any {i¡ne wilh respact to arry subs*quant or a¡nerded Clslm fil€d agalnst you or us after
     commÈnoemcnt of lltigatlon betweon you üd us
          Ul|o* th* a-ggryaþ of all Clalms by both you ud us does not exceed $.ltr,000, ury erpdited
      fgcedqts provided in ths Rules fËxpedited Proæduresl shrll appl¡ and a s¡ng¡s arbilråtûr'iha[ decide tte
      Claims' lâf¡ere the aggregale of all Qaims þ bolh you and ua excse¿s $10O004 a panolof ürree eôúhators



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unenforceable, üe remaining porüons of this æbitration provision will remain valid and enforceable This a¡bihation         ¡
                                                                                                                              I
provis'nn shall survive termination of this Agreement and the closing of your Actount                                         I
                                                                                                                           ,t

9.    I/ìÍAIVER OFIURYIRIAI
                                                                                                                              l
      This provision l¡m¡b your right to a iury trial. You slrould review this sattion carefully.                             I
lf {i) neäher yo! nor we seek to compel arbitration of any dispute we have related lo lhis Agreernent
your accoun! or any transaciions involving your accounl or (ii) some or all of lhe arbitration clause is                      I
                                                                                                                              I
unenforceable and we are in a dispute in a cou¡t of law, then each oT us agrees to waive any righi we may
have to a jury trial to the extent allowable under the laws of the state that govem this AgreemenL                            I


I   O.   DORMANÍ A¡I D ABAN DOTIED/U NCLAI         M ED ACCOU NTs
     Dormant accounts may be subjectto a service charge based on lhe dormant status. ln the case of                               ;
                                                                                                                                  a


inlerest-bearlng aæornb úrat become domant rle abo may reduce tre ¡¡te of interest or cease paying
inlerest as disclosed on lhe $pllcable sdredule of selicû clurges and in aæordance with applicable staie
law, We rnay be requlred 1o lransler the balanca in any accorrrrt 6at remains dormant or that is olherwise
consldered 'abûndoned' or 'unclå¡med' for the period of üme described by the laws of the s{ate where we
maintain your accounl (or, if applícahte the laws ol lhe late of your last residence as shown on our ¡ecords)
1o lhEt stste ss'abandoned' or 1¡nclaimcd' prûpsrty.

lr.sEf        oFF
                           except as otherwise p.ohibited þ law, we have he right to sat off agalnst your
         Yor¡ ack¡mwledge ürat,
account any lndebteúeca or other oblþalions which you owe us, at any ümq without any furthor noiice lo
or dernand on yoq wh€üer tha indebtedness or othar obligations arist at lhe lime lhe account ls opored or
s/rss lâl€r,'the hdebbdnocs includas, witrout llmitalisn, all ctrarges urd overdrs{b iaff¡nçd on any account
you hold wiûr ua You agree that vee rmy sel ofl against tre account any cbirn which we h*ve againsl you
wlthout regard lo üre sourcs or ovrnership of the funds on deposil in the æcounl and wilhout reguirement
thst the elaim be owed lo us by Êll of üte account owners. You also agree that lo the orte nt allowed by laq
we mey sst off any lndeblednegs çr other obllgaüons whldr you ovæ'us unde{ this Agreement against any
slhsr eccount or pmperþ in whiú you have an ownership intorest lhat b in our possession or control.
r2.WÀMERS
    You waive and agree lhai rræ may waive certraln legal requiremeols called presentmenl demand for
paymen[ protest noüce of Protsst and notica of dishonor wilh respect lo any ând all iÞms fø which you
teceiveci paymenl or credit from us No deparhrre by us from the provisions of this Agreement or any iaver
ol any fees and charges with respect to your Account shall constitule a waivor by us of any furlher rþht to
imposo
        -any
             óuges or enlorce lho protrislone of this Agreement or a course of deallng ditfurent from üc
terms ol lhis Agreement

13. OTHER SERìNCEs
    lf you- have chosen io receive any of our other Banking Services offered in connection with your accouni,
such as Check Cards, ATM cards, orrerdraft llnes of credit, and PC banking, we mây provide the-speeific
terms and conditions of the additional service i'o you in a separate agreement or disclosure,


                                                                                                                     r9
        1 4. I NjfEREST; INTEREST REPORÌTNG
             lnterest will be paid on interest-bearing accounts at the ämaç and at the rates adopted from tlme to time
        by us. On eadl interest payment date, inl,erest will be paid only il on that date, the ledger balance for the
        account is equal io or rnore than he minimurn amount required by us in order tor you to receive interest on
        that account'At any time and wiihout prior notice to you (except where príor notice is requked by law), we
        may change these rates and minimum ledger balance amounts or discontinue the payment of interesl The
        originally effeclìve interest tates and reqrired minímum ledger balance amounts are shown on lhe interest
        schedule provided to you at üre time you opened your account, and a schedule conüaìning current interest
        rates and requlred minimum ledger balance amounts is available to you upon request. interest paid to you is
        reportable to tre lnternal Revenue Service as having been received by he fint accounl owner shown on lhe
         signature card maintained lor the accounl We may be required to withhold a porticn of your inlerest payment
        and remit it to the lntemal Revenue SeMce.

        15. CHANGES TO ACCOUÌ'IT SÍATUS
               Coruerslon to BuslnæsÂccounb.           We reseÍve the right wìtr advance noticq to change your
        consurÌer ac@unt    to a business account   if we determine ihat it is used for business purPoses (meaning
        that ihe account is not used pirnarily for personal, family, or household purposes). Your account may be
        considered a business account if it fits into one or more of the {ollowing examples your account has a
        business nanrel deposits include credil card drafb;your account has over 10CI wilhdrawalt pr m.onth¡
        depoeits regularly iontain over $2,600 in cash;or your account has over l0 deposits per month lf we convert
        yoür consumer account to a business account, we will provide you wilh an agreernenl conìaining lhe terms
        and conditions lor business accounts.
                Ghanging Ghsd<lng orSavlnge Ptans.lf you should change from one checking or savings plan to
            another during the slatemeni period, your account will be subjectto the periodic charges and fees and
            requìrements of the new plan forthe entire period,

.           16.APPLICABLE LAl['
i                Fxcept as oiherwise provided by law, Sís Agreement and all accounis are governed by the laws of tre
            state where we mâ¡ntlain your account and applicable lederal laws and regulalions in etfec't from {ime to time
            and are subject to any applicable a¡tomated or other clearinghouse rules and regulations. A determination
            that any prñision of this Agreement is unenforceable or invalid shall not affect ihe enforceability or validîty of
'           any other provision of this Agreement.
                 For purposes of this Agreement your account will be deemed to be maintained in the state where you
            opened your account, Your account is considered io have been opene* if you opened your account in
             person, at the branctr office where you opened your account; if you opened your account. by mail, at the
,            iocation where the mail was received by us; or ii you opened your accountelecùonicalþ (including by
             ielephone) and your address is in a state where we have brandr offices, in the state of your address at the
             time you opened your account; or if otherwise, in Alabarna
:           17,   ADDlTlollAt PRovlsloNs
                  Clo¡lng Your Áccount, Either we or you can close your account at any lime, for any reason or for no
            reason, withoui ihe necessity o{ prior written nstice, lf we close your account we will noiify you by rnail or
            telephone that we have closed ¡our account unless your account has had a zero balance for thirty (30) days
            or more. We may (nut do not have to) mail you a dreck lor lhe available balance in your account or you may
            oick uo a check for the available balance at our office.,Wrìtten notìce that the account has been closed and a
t           tnecK if any, wlll be sent to any address shÕwn oñ our records for you, or íi ihe account is a multiple party
            account, to any account owner to whom we elect to smd it Once we have closed your accounN you agree
            that we canl
             :    Reiuse to honor any checks you have writien or any other items which are presented to us for payment
                  afþr we have closed your account
             :l   Refuse to collect any check you have deposited ìn your account to collect any check you have deposited
                  to your closed account or to accept any automated deposit to your account,
             .r   Assess anyservíce charge otherwise applicable against any remaining balance in youl accounl
                  We are not responsible to you for øry darnages you may suffer as a resuli of your account being closed.
             f{ you atiernpt to make a deposit to an account we closed due to nonpayment of an overdraft or othenrise,
             we may collect tre deposit and set off your indebtedness to us and collect a service charge from tre amount
             you deposited. Any funds in excess of $1O0 wlll be returned to you,
    '             Suryival ol th¡s Aqrcsment, All provisions af üris Agreemenl including, but npi limiled to the
             arbitration provisions contained in Section 8, shall survive he termination of lhis Agreement or closure of
             your account(s) by either party for actions arising in connection wíth this Agreemerrt ot your account(s).
                   Àmendmenb to this Agreement. We may amend this Agreement from time to time upon giving príor
    1        notice to you, Arnendments of this Agreernent may include modiffing and deleting existing provisions and

    :!0r
available wíth the periodic slatemenlof your account (as applicable), or by posiing noiice of ttle amendment
in our offices. We may, but are not required to, give you notice if the amendrnent will be tro your benefit,
lf there is more than one account ownel vve will send the notice ol amendment lo only one of you.
By ccntinuing to maintain your account or obtaining seruices ôr products relaling to lhls Agreement or
your account after the arnendment becornes effective, you agree to lhe amendment of thls Agreement,
We also may, in our sole discretìon, discontinue certain kinds of services, products and accounts, and place
restrictions on certein types of accounts, lf we discontinue the kind of account you have, we can trens{er
your account balance to anoiher type oi account ln that case, we wifl mail you a notiee at least thirly (30)
days before the transler takes effect, By continuíng to maintain your account after"the transfer takes effecl,
you expressly agree to the change in the kind of account you have.

Funds Availability Dlsclosure
    Our policy is to make funds that you deposit in your account available on the day of deposit for the
payment of checks presented through normal check collection channels. Funds deposited into your account
generally can be wilhdrawn by other means on the following business day. However, Compass will restrict the
withdrawal ol funds for outgoing wire lransfer and the purchase of cashier's or official checks and money
orders, based on the availability sctredule listed below.

DEFINITIONS
    To assist you in understanding this policy we have provtded definitions of terms conrmonþ used in the
banking industry and in this policy.
    Financial lnslitutionr A commercial bank, savings ban( savings and loan association, or credit union,
    9uslness Days: Compass'business days are Monday through Fdday, excluding federal holidays.
Business days relate lo our abili! to collect checks through normal check colleclion channels. However,
most Compass Bank brancies are open on Saturdays to serve many ol your banking needs.
    Routing Numbar: The number on the bottom of chocks that ideniifìes üe location of the financial
insütution on whic-lr ihe check is drawn, Exhibit A shows where to f ind the routing number for a personai
and business check.

E¡ûlt¡tA
        FËRSOML       CHËCK                   BIJSINESS CHËCK

   fi|ftct¡.renrf
          ¡                !,   at¡tr


    Fedetal Resewe Bank Ctttes: Cilies în whidl ths fuBral Reserve System stfers check processing.
                   fity cåed<r ca¡r be idenlitied by a zero ín tre foudh position of lhe rouiirig number,
Federal.Reserve Bank
    Federal Reserue       Bink drsdt p¡ocæsirg refion:       The geographiål area served by a    ñderal
Reserve Bank   fily   for purposes of its check-processng activitiea.
                                                                       '-
DEÍERMINIT'¡G lHE AVAILABTIITY OF A DEPOSIT
    Generally, if you make a deposit with one of our lellers befure 2OO Ptvt o¡ d qnÊ of or¡r automadsd ieller
machines before l:00 FM, cr al one ol our nþht deposilory laciliUes beiore 7ú0 AM, on e business day we
årP oFêr\.ws l,,ill consíderlhat day to be the day ol deposil Olhennisq *e mry consider hat the deposit was
rnade on lhe nexl business day we are open, Hãwevsi in many locations we       te   able to offer you laier times
for sarne-br.,¡:inessday deposits, Pleaçe if¡eck lor speciñc timfus thãt å¡e postêd ln eadr banting ollice and
displayed on ATM msssage screens.
    Wo will consider that the deposit was rnade on {he nâxl business day for the puçose of deierminlng
arailability il you make a depositl
'1. W¡th ore of our tellers dfter lhe posted a¡tofl
                                                    timei OR
2. At ov¡ nþht depæitory after tre'posted culotf time_(or qflsr ?OO AM Monday ürrough fridey if a
    cuto{time is not post-ed) or any üme on Saturday Sundry or a holida¡ OR
^3 ll     Cornpass auiornaled telleimachine atier',fré cut¡ff trne di:pla¡ii on thstATMs rnessage screen
       "
    Monday      lhrough Riday or any time on a Salurday, Sunday or a händry.
AVAILABIUTY SCHEDUIE FOR WRE TRA}¡SFËRS, CASHIER's OR OTTIER OFFICI,ÂL
C¡{ECKS AT{D N¡|ONEY ORDERS
 ...
     Ïhis availability_ schedule applies when determining the availability assigned to dçosiled checks lor
withdrawing such funds in the iòrm of an outgoing wirä kansfer or pLrchasi of cashiå/s or other offìcial

                                                                                                              'I'

                                                                                                                    ¿l
ffis            qnd   moneyorder*
    TlÞ ãrâll¡bility asdgned to óeda whiô arc depæited depe¡ds on tre type of check and üe location
oflhe finorrlat lnsüh¡lion on which the check is dnwn.
    l.
    Cash, wira tans{er, pre'auürøiz€d credils, and funds fiom üre foltowìng deposited checi<s are availaile
         on thc lirst h¡s'bress dsy aûBr ho dey of your deposlt
         e  U.S 1?easury checks.
         b. Federal Reserve Bank checks, fueral Home Lsan Bank checkg and postal money orders,
         e Checks drawn on other Compass Bank accounts ñat are malntaìned at branches located in tlre sa¡ne
            Federal Reserve Bank cfreckaloce-sslrç ruglon as your account
         d, Chßd{s drarm on any financlal insübtion locaH in he slåts where we mä¡nh¡n pur aæount
            {e¡cluding any Telus lnstitution wtrosa rouling number be4ins wih I I 13) ø any financlal lnsütution
            ln a ftderâ¡ Reserw Esttk C¡iI¿
    2.   funds from ûre folbwirg deposiþd drads are atso aailatte fur cash wilhdraual m the first business
         day after the day ol ¡rour depos( if you make lhe deposit in person to one of our ldlera ånd t¡co a
         sfual depoolt üdçt msds ¡vrllaþle ln our lobby offle¡ hom any hrnk tsllar.
         a Shte or local gorerrxner¡l ctþckr ftôrn üre sttte vJhere we mainbin your account lhai are payable
             dírectly to you'
         b. Certifiêd óecks, cashiels checks ånd other cheda drawn ditecüy by a{inancia.linslit¡tiofl that are
               payaHedire@tlryru
    3. Chäcis drawn oñ finándatfrsm¡øns              oubkh üre sbþ whsre we malnbin your account a¡ld oubide of
             fusml   Reserve Bank Cities, erceptthose dred<s idenlilied in S¿ction 4 bebq wlllbo ar¡ailable on lhe
             secoñd buslness day after the day'of your deposil lf we mainbain yotrr accant in Texas, drecks draï/n on
             fharcial hstih¡lions-whose rouüng number begÍns wilh I113, I122, 1123, årid 1"163 will s¡so bü snilable
             for c¿sh wllhdranel on üre second bushess day after the day of deposit
    4,       Checks drann on financlal ùuülutþns whose rouling numb€ß begin wih uy of tfte follo*ing sets o{
             nurnbers wtll be ava¡leble for cesh wtthdrairal on ths ürird buslrcss dey afrel üe day of your &poslt
      0215                       0911               0921                       1022                1   I 13
                                                    1011                       1023
    . 0216                       0912                                                              1122
      0812                       0g1g               1012                       i031                1   129
      0815                       0S14               1û19                       1041                1163
      0865                       0915               1021                       i 12
                                                                                 1                 1214
    TOI{GER DEIÃY.|B üAI E¡RY
         ln some c¿ses, rrc udl not mEke all of tre funds yor dspôdt by úeck a¿ailaHe fur cash wihdrawal
    papnent of dredrs, apprwal of wire tr¡nsfs6 or llæ prrúase of cashie/s or oher official dredc or money
    brðers, atfhê ümes siãbd abore \i/e wfl notif yru at lhe time you rnke ytxrr depodt ø lf you deposit's
    not m¡de direc't[ wltr a bEnk teller or if we deckle to delay-aailabllþ aflø you heve left tre pemiees, r'æ
    will mail you the-not¡cÊ no later han ths first business day followlng he day of deposlt Our Nolir:e of
    Delsyod ñrnds A\rsülsbllity wif, tei pu when funds trom üre depoeited check{s) will be availq$e.
          Dependlng on tre ty1È of dreit< that you deposil funds may not bo arailable unlil ös frflh business day
    añer lhe day of yntr deposit Howa;or, he ftrst $100 of tresa deposlls wih delayed aallab$$ wlll not be
    su$ecl b the bng* delry.
         in addilion, funds may not be erâihbls frûm any deposlbd óeck br ry b tre daßnh bushess day
    afrer üre day ol pur tleposit undarthe fu,[owítg ciranmstancas:
     u    Youræ¡ount has boen oputed less han 30 dayr
     r \ /o believe a ód( you depoeited wfil not be paid
     u You deposlt one or rmrs dled$ lhatiotal b more lhan $5'000 en eny orß day.
     E Yor¡ redeposit a ûeck lhathas been previonþ returned unpald.
     o You have ovsrdrawn your acstunt mpeatedþ ln ùe last sh monlhs.
     r TherÞ is m erncrgÉnc14 $¡ú ås a fa$ure of conmunlcallons or corputen equipmant
              tf you wifi need üre tunds trom a deposit   ¡t   a speciffc   timc you shoüld ask us if üre fund¡ will ba o¡añable
     atthaitime.

     Eleclrcnic Fund Transfer Disdosure Stetoment
          Ihe following dsclosures aæ rnde in accord¡nce wilh the lederal law regading elecfonic paymenþ
     deposib, tarsfeis of funds and süsr elêcbonic lrariâfers b and from your accoun(s), There may be
     limitst¡ons on æcount ac{iv¡ty bat restict yuur ability to make elêctronic fund farsfurs. Any sudr limits ue
     dbclosed fn he appoplittb agreemenb goæming your accu.rnl The separate qgrecmeût and di¡cbsure
     statwrent gøemhq you rse uf a Compass Cñeck Card or Compass ATl,l cård hitially ruill be pmvided to
     you elher at üre tirne you opøt en aæount or by mail afhrr you open an aftounì añd lt wül cûflbol lf there is
.    any confflct between that parüohr agneanent and dscbsure sblemsnt ånd his Disclosure Stalem€ñt
         .
     f DEFlilmOil3¡ Elecùonic Fund Tnensfsc Arry bans'ler of funds, other üan a þansacüon oþinded by


    22
check, draft or similar psper kubunsnt thst b lnlliabd ürror€h an electonic temlnd, bþphonq corri¡iler
or magnetic tape lo instr.tct us b ddft or q¡dlt an ácer¡ur¡l Electronic Ftrnd Transhe lrdude st¡ó elæùonic
transactjons aó ¿irect ¿eposib or uitrdrar¡ts of ûJnds, asbrnated teller mdrire karrsfê.s, ttarsÞrs lniüded
by telephone, and Checl Card lransactions Re-autrorized Electonic Fund Transfer: An Elecfuonic Fund
Transler ihat you have aulhodzed in advance to recur at substanïalþ regular intervals, for exarnple, direct
deposíts into or wilñdrawal ol funds out of your account
2.    YOUR UABILITY: Aulhorized Transforct You ue liable for all Electronic Fund Transfers thai you
authoÍzg whether direc{ly or lndirecüy. Unar¡ltrorlzed Trans{ers: Tell us at once if yori believe your actount
has been or may be subjectto unauthorized Eiectronic Fund Transfers.Telephone us immediately althe
number provided in Sec{on 3 below to keep your possible losses to a minimuni. You ca.¡ld lose allthe money
in your accoun(s) (plus tl¡e amount of lundi'a¡eilãble ¡n an overdraft line of credit),
      lf you tell t¡s withln two (2) buslness days aftor learúng of the loss or üeft of your Check Car4 ATM
cârd, 0r olher acccunt âccess device, or attêr leaming of any other unauthorized transfers from your account
involving your Check Card, ATM card, or olher accouñt access device, you csn lose no more lhan $50 if
Eþcbonic Fund TransfÈrs are made without yotr permission, F¡r lhaso lransactions, if you DO NOI tell us
within tvro ($ ôusiness days after lmmlng of lhe loss,lhsft or unanlhorized use, and we can establish that we
cor¡ld l¡ave pevented üre unau$rsized ùãnsfer(s) if you had lold us in time, you could lose as much as $500,
      Your liabifity limits for Elechonh fund Transfers inwlving unauthori¡ed Vlsa Check Card purchases are
differeni from your liabilÌty limits noted here. Please refer to your agreement and disclosure statement {or
your Compass Check Card for these limits.
      Also, if your periodic sccouît Fbþme¡rt stpws unautl¡ork¿d lransfers erd yæ DO Ngf Hl us wiúrh
 sixty (60) dãys âfter the shknent was rnaihd to you, ¡rou rnay not gel back any frþney yot¡ loæ,sfbr
the sixty (60i day period it we can provÊ lhat we could haræ prwenied lhe unsulhoriæd tsrÉh(Ð if you had
 told us in time, l{ an extenualing clrcumslance (such a¡ extended lrryelor hæpitali¡¡lion) prevsnb you lrom
 promplly notifying us of a suspàcted lost or slolen card or other access device or of any oher suspected
 unauthori¿ed transfer(s), the iirne periods specifted in lhÍs Section 2 may be extended for a reasonable
 perìod.
3.     OUR ïEIEPHOI{E NUMBER AIIDADDRESS: lf you believe your accoun(s) has been or will be
 subject to unaulhorized Eleclronic FundTransfers, CALL; 'l-800-266-7277 and make ìhe appropriate
 selectÍon from the voice menu, ORWRITE; Compass Ban( Customer Service Deparlment PO, Box 10566,
 Birmingham, Alabarna 35296.
4.     COM PASS BAfr¡ K BU S I tt¡ EgS DAYB: lvlonday through Êida$ e,rdudl rg lþidEê
5.     ACCOU¡|T AÉES9:'lhe types of Elecùonic Fund Transbc ürstyou d¡ây m¡¡€ d€pend upon specifíc
 account type(s) and lhe serv¡c€s whidì you obtain, as weü as he spocific types ol Electror¡ic Fund Transfers
 you have adhorized
6.     CIIARGES; Except as may be provided by aspecific agreement with us, there is no additional charge
 for making Pre-authorized Electronic Fund Transfers, Howeveç each Prsau$lorized Elecbonic Fund Transfer
  will be subject to the regular account service chøges, if any, in accordance with the terrns ol the related
  account(s) in effeci {rom time b iime.
7.  YOUR DOCUMEXTÂNO¡¡ OF TRA}ISFER$:
    a Receipts: Each time you make a lransaction at our automated teller machine, you will have the option
lo obiain a receiot
     b, Re-ar¡thrirlzeO Transfers: lf you hato arrarged lo have direct deposits made lo your accoun| you
may call us lo delemine l{ lhe deposit hæ boen made lf pu have arranged for regular paymêfìb of varying
arnounts to be made lrom your accounl the pårsôn yorJ agree lo pay ehor.lld tell you ten (10) dap before
each paymant üre a¡nount of lho payrnent and             it will be made.
                                                  '¡/h€ñ
     e ftriod¡c Stslementsl You wlll receive a slâlement      of your accornl each monlh you meke en Elecl¡onic
Fund Tr¿nsler. t&emise,you wlll receive a slal¿¡nent ai leasl quartudy Your perlodíc'straienentwill show the
dek¡ls of any Electrontc ñrnd Transferyou rflade ând ûre details ol any Ffeauthori¡ed ïar¡sfers lo or lrom
your account ltral yar ins-trucled us to rnåke,
8" YOUR RICHTÎO SfOp pATilEllT: ilyou have aulhodzed us to make regubr Pra-aulhorized
Electonlc Fund Transler payments out ol your accoun! you may sbp any paymeirt by CALUNG US at:
 l-800-26&?277 and making the apfrppriate ssþction from tre volce nrenu, or byWRtflNG US at
Compsss Bank Customer Ssrvice Dópaitment PO. Box 10566, Eirmingham, Ala6ama 35298. Yor¡ must
no$y-r¡ in tiqre for us tû receiw yorr requet at least th¡ee (3) businesã days be{ore t}rs paym€nt is
scheduled lo be made. You nud provide us wilh sufflclsnt lnformaliôn to idårtify {hG pa¡,menl as wetl as
olher information v/e msy roquesi lf you delivu your slop peyment raquest by télephóne, you musl conürm
pur shp payment order lo us in wdüng within twenty-one (2ll days ol your orsl slop payrnent order. An ora.l
slop pafmen't reques't will not be tinding on us after-twenty-one (ãl ) diys if pu fan tri pio,ide lhe required
written conffrmalion We also require thatyou provide us with¡n tl,venfdne (ãl) days oi our receipl oiyour
oral or writlen s{op paytnent order a copy-of yòur writlen notice to ürni pq/eê revoking the pa¡Bdå auttíorftV U
dectonicrJly obtain peyments from your account lf we do not recei,æ a copy of üral nolice from pu wilhin
    twenbhmè      (21 ) days of our recaipt ol your oral or uitlen slop payment equesl your slop paymont request
    'hill no longer be bìndtng on us ln order lo lulfill your sbp payment request on any R*aulhodæd Elecbmic
    fund Trurúfer, we may, ln our discretloq but are nsl requled to. stop all payments lo üre parüarbr payee or
    we rnay, in our discretion, notif you üat ynur stop paymont reqre¡t cannol    þ    fulfilled ot¡er than by closing
    pur aéctunl ll you properly requast us tro slop prymcnt and ws leil to do so, wç v¿lll rehnburse you fo¡ lossgs
    irr damages you $Jffel lf an¡ caused by our failuæ b slop payment a¡ requested, Please çe yo¡r
    agreemdnt and dhclsurc shtemont ior your Cgmpqp Clæd< Card 9¡ Cornpsss ATM card lor difftred
     reqr¡irements lhat nay apply to stop payment of any Plsaulhorized Êlectron¡c furd Tra¡sþr lnvoMng wo of
     lhose csrds o¡ the account numbers on those cards.
    9.    OUR FAILURE TO fmlG TRAI¡SFER9: lf ws do not comflete a tranobr ùo or from pur account m
     time or h the conect aítount accordlng lo or agreement wi[r yoq vte will rdmburse pu for any losses or
     damaæs tt¡at you suflsr ¿s a re$lt of our faluæ b act åccording b our agraemont with you Howorrur, lhere
     sre stme exæptbns wheæ vn wü not be åablg sud¡ as, h¡t not limiÞd to, lhe lolloring: if, tttough rc {adt
     ol outs, other lhan e,¡ercbe of our fuht of set off, you do nol hale monry ln pur accountlo war üre hansleq
     if the ügtsfer would exceed lhe ava¡lsble crÊdit of ary n erúaft lim of c¡edit yt¡¡¡ rny haw¡ lf ü¡e morny h
     yolr acount b behg held srbirt to legd process ø oürsr encumbrsnc€ resbicthg hansferc b ôr fiom yur
     äccot¡nt tf we haw ¡eceiæd notice ol a dsprb as b lhe dghts of pa¡ties b he accounb or hdr credih¡s or
     reprxentatiræs and we haæ placed a hoH on ths åcrÐount t,lrrtil ßsolulion of the dspute; or if circr.r¡sbflcas
      boi¡ond our conH praænt üe bansfer despib our rea60oaNe precauliona
    t0:    DtsclosuREoF$tFoRrtAnoil ToTHIRD PltRTlElS:$þ                       maydisclosa infomatontoh¡rd
    parües about yurr account and üre bansfas ytu mal<e æ de$cribed in our Consumer Rivasy Olsclosure
    conþined in hls booldel as a¡nended or rnodlfed from time to lima
    I t. $t oÀsE OF ËRRORS OR OUBSIIOI|S ABOIIT VoUR ELBgfRolllc TRAIISFERSÊ
    letephme sr rflrits us, as sqÕn as yol car¡ atfre ble$tone number ôr addtäss ln Eæqgül aboru, l1 you
    hinÈ yor¡r stete¡nent or recalpt ir wroog or if yüJ neåd mort informaüon about a hansfer on tha slalerrent or
    rr;þt We must hear from yru no laler l!ìan sixty (ô0) daye afbr ure sent you he FlRgf shl€ment on wtrich
     ürs   {na  or problem appe ared Your inquiry musl lncludel your nar¡e and account numbeq AND a descrlpöôn
I   of he €rmr ot tre trr¡sÞr     yoru are unsure about end as deuly as you can, rn explandion of wly pu bdleve
.    lhare is an enor ø why you need more info¡matir¡n;ANO lhe dollar amount of the suspecbd ator.lf you lall
     us olally, we måy requli¿ lhât you sand ue your inquiry in writlng wlütln bn t10) buqiness de!r$ \¡,þ-w{lf
,    invesþb your hquiry and will conect ily eíor promptþ, We wlll tell you lhe resulb ol our inrrestigalion
     with¡n {en (i0) budìreie days ltwenty (20)U¡siniss dáys {or claims on accowrb opsn leæ har S'rty (30)
     calendar days] afþr wc hefu from yoq howerær, we rmy lake up to       tr¡lrve     (a5) calendar days lnlne! (90)
     calandar days lø clalms on accounts oæn less ürån lhùt {30) calendar day:, foæign-lnlt{aled transac{lon
,    clalns, ad iæint-of-sale bansaction daimsl to irwesligate pur qræslions. lf ure need addiüond limc to
      irwesügåte'vve will provisÍonafry re.credityour acroun[wthin le¡ (10) business dqp ltrpsnty (eO) ¡usnsss
      days f& clsims on àccounb open less than thirty (30) calenda daysJ lor the arnounl yor think is in elror so
      trat you will hare the usa ol the money during lhe time it lskes us to complete our_lmæ'stigalion lf næ ask
.     you to pul your inqulry in writing, and do not receive your writlen írquiry wiüin tÊn (10) business &yq we
,     may úroose not to provisionally re-credlt yout acaunt. lf we ffnd ü¡at ftere was no error, we wil send you a
      wriiten ø,<pbnatton'within three (3) business days atlor we finish or¡r investigation You may ask frx copios of
      lhe documents we used,
'    Taxpayer ldentlfication Numbers (Bad(up Withholding)
          The lntemal Reilçnue Seßice (lRS) ls ruponsible for insuring trat all persons pay the conect amount
     of bderal irrome bx. ln order to accornplish his tash they must rna$t lhe income reporÞd S businesses
     for lndividuals (salary, interest, dividendq etc) lo the hcorne shown on lndividual tax returns. Taxpoyer
     ldenliffcation Numbáns (for lndividualc heir Soclal Seflrrtty Numbe¡s) are usad as he bssb for mrtdring
     theso recorda A federal lar requircs all pa¡rers ol lnbrest (such ss s bank) to reporl lnterest paid ùt.
     individusls by Tagayer lden[fication Number, T]Ërelorq yø musl prodde your i:onod Taxpapr
     ldentificatoñ Number lo us so that wo may meet ürese reporling requirernents. This |aw atso slioulales lhat
     shot¡U E bsnk or ottnr pa¡ær of lntsest not ha,æ yorr correct Taxpayer ldentiffcalion Number on llte, lhcn
     28Ðb ol i¡tslest, &klendi alrd othv payrnnh made to ycu mr¡st ba silhheld ard lorwarded b frs IRS b
     in¡ura that hxes on $T b income aro paid,'lhis advanco pryrnent ls knoy¡n and telened lo by tln IRS æ
     'bact<r{ w}ûrhddlngi Backup withholdirg is not an additionalhr. Raher, he amount of hxes you normdly
     wodd owe will be reduccd by he amount of hx withheld,lf an overpaymenl of laxes resulb fronr backup
     wilhholding, a refund may be obtained from lhe IRS
          Urtlëci $e IRS tw lnsbuded us lo wllhhold from your intrrest a¡rd frridand paymenb, ytru can avoid ürts
     28gt baclcup wiütholding by prwldim us wtth your correcl Tarpq¡or ldentificattoo Numbar. Âddüonalþ you must
     certify hat thc Tuptyer ldenüfication NurÈar pu pro*ic us ls conecl end that lrou ha,æ not been advised by
     tha IRS that yw ara subject b bachrp wiürhoHlng Ttre IRS b empowered to imposa penalties on you and us if
     youf corect îarpryer ldenüficalion Nrrnbor ls not praided {ãorse soo 'Fena}ties' later in th'rs secllonJ

                                                                                                                         !
t
I
    HOW BAA(UP WITHHOLDING WORKS
        Unless you are àn exempt recipìent (see Exempt Recipient section) you are subject to backtf
    withholding ifr you fail to furnish us your Taxpayer ldentification Number, OR the IRS notifies us that you
    furnished án ìncorrect Taxpayer ldentifìcation Number, 0R the IRS notilies us that you are subject to bacl<up
    withholding (under Sec,tion 3a06(aX1XC) of ihe lntemal Revenue Codet), OR for an interest or dividend
    accountopened after DecemberSl, 1983,you failto certifyto usthatyou are NOTsubjectto backup
    wlthholding, orfaillo ceriify yourTaxpayer ldsrlificalíon Number fs corect,
        How tô Âvold Badrup Wlthhitlú¡ng! Wìen you opsn an account wiih us, we wifl provide ylu yi!! lft"
    necessary forms to complete in øder to prot¡de anð certifr your Taxpayer ldentification Number. TO AVOID
    BACKUP WTHHOLDING, all you have io do is provide us with your conectTa<payer ldentificat'nn Number
    and sign the certification statement to certify *ra:i fre number you are providing is côrect and that you are
    not subject to backup wÌthholding
        Taxþyer ldenftfication Hürnber: lf you are an individual, yourTaxpayer ldentification Number is your
    Social Securlty Number, lf you are not an inðividual, the number is your Employer ldentificatlon Numbec ln all
    insbnces,the numberyou give us should bethe number o{ the owner of the account
        Gufulelinæ for Obtermlntng the Proper ldentif,€ation Numbe¡ to Glve lo Compa¡s: Social
    Security Numbers have nine digils separated by iwó hyphensr ie., 000-0&0000. Employer ldentilicaìion
    Numbers have nine digits sepaiated 6y only onê hyphan: i.e., 00'0000000, The table below will help you
    determine the number lo give to us.

      THI9 ÛPE OF AC€OUIIÍ:                                         GN|E TTIE SOC|AL   sEGURTil ilUiiBER OF:

      1,   An individual accoun{                                    The indivldual

      2.   Two or more individuals                                  The actual owner of the account This person's
                                                                    name should be listed first on the actount
      3. Husband       and wife                                     The first person listed on the account
                                  account)
      4.   Custodian aæount of a minor                              The minor
                       Transferb Minors
    | 5, Adull and minor                                            Ihe adultor, if the minor is lhe only
                                  account)                          conkibutor,'lhe minor
                                                                    The ward, minor, or incornpetent pelson



                                                                    The grantor-trustee


      7.b. So-called   ùust accouni that is not a legalor           The actual owner
           valid lrust under State law
      8.   A valid trust or estate                                  Legal entity (Do not furnish the identifying
                                                                    number of the personal representative or
                                                                    trustee unless lhe legal entþ äself is not
                                                                     designaled in the account tiüeJ

        Obùalnlng e Numbot lf yor dont hare a Tarpayer ldentillc¿thn Number or yor¡ don't know you
    number, obbin Form SS'5, Appli<dlon for a Sociat Security Number Can{ or Form SS-4, Applicalion lor
    Ernployer ldenlifrcadon Number, at ths local oflicc of lhe SocialSecrJrity Adminlslralion or the lnlemal
    Rovenue $ervice erd spply for a number. ì¡tlhen you get a number, submit a rmv form to us.
        Exompt Rsdplonù* Payees specificaþ exempted frorn backup wlhtnlding on ALL pøpnnb lncfude
    the lollowlng:
    n   A corporation.
    s   A financial insiitution,
    u   An orgenizallon exenrpt lrom tax under $eclir¡n 501{a), qr an indþidual retiremenl plan.
    s   The United Shtas or anyag€ncyorinsùumsñblþtbaleof.
    n   A State,lhe Oislrict of CohllnbÍa, a possession of ihe Uniled Slates, or any subdivision or instrumentaliþ
        lhersof.
    tN0lE    Horì 9406r(a_XtXC)olttre Internal Rq¡er¡¡eCo& be;ìcafy reqJires backup wiúrhcritrg il¡ou trare
     urdenoporled to tha IRS hlerest or dividend paynrenb you rece'rveq ø ti ¡ur fafø to tile a Ar rãturi wtr¡c¡ wq¡ld have
     lrrludod teporhHe lûhrost ot dMdend paymenhr The IRS wtl rrolify yur befon lhsy ínsb¡¡ct r¡s to wlthhold for dlher of
     lhels resgofiE

                                                                                                                              ìOR
                                                                                                                        _-J-.--*-
H     Compass lnsurance Agency, lnc,
o     Compass Morþage Ccrporation
a     Capital lnveslment Counse l, lnc.
i¡    St Johns lnvestment Management Company (also doing business as Sü Johns Wealtr Management)
æ   Stavis, Margolis Advisory Se¡vices, lnc.
    This disclosure statement bkes the place of al[ previous notices or slatements of the abovelisted
companles, or üreír pædecersor compan¡es, involving privacy and use of consumer informatlon and is subject
to change at any time. This disclosure statement is provided under lhe lederai Gramm-Leach-Bliley and Fair
Credit Reporting Acis, Compass aff iliates also will comply with any applicable sþte laws lhat impose
edditional requirements relating to prívacy and use of consumer irrforrnation,

coltEcftoil     oF I NFoRilAnoN
    We collec[ reiain, and use informatÌon about you when we æasonably believe that it will help conduci our
business or provide products, services, and other opportunities to you. For sxample, we use your information
io protoct ørd administer records, accounls, and fundsi io compþ with certain laws and regulations;to help
us design and improve our products and services¡ and to understând your financial needs so we can provide
you witñ quality products and superior servìce, lnformation about you is collected from several sources,
zuch as;
s   information you provide in applications for producis and services and through olher means
    (for example assets, inctmq and debts);
u   information about your transaciìons and experiences with us and our atliliates
    (for exampler account balarres, account aclivity and usagg and payment history);
a   inforrnatlon we receive from consumer reporting agencies and o'lher outsidesources
    (for example: ereditworthiness, credit history and employment verifieation)land
s    informaiion we gather atyour request or with your consent{rom third partÍas
    (for example: to assist us wiür servicing your accoun(s), providing special services to you, or
     preparing offers for other products).

OUR IIIFORMAIION.5HARII{G PRACNCES WTH OUTSIDE PARTIE5
    We may disclose customer iniormaiion we colled as described ebove in'Collection of lnfornation,o to
nonaffiliated third parties as permitted by law. For example, we may dtsclose customer information about you to
credit reporting agenc'res, in response lo a subpoena or court ordeq as required by certain fede¡al and state
laws, to help complete a transaction iniliated by yoq and pursuant lo your request or authorization, We also
may disclose customer lrformation we collect lo companies lhat perform services or {unctions on our behalf
-  such as account processing, check prinäng, markeling se¡vices¡ and consulting serulces   -   and to olher
                                                                       -
financial institutions with whlch we haveþint marketing agreements such as banks, insurance providers,
com¡nercial or consu¡ner leasing companies, securities brokers of dealers, and investment companies Joint
marketing agreemenis with oher{inancial insiílulions allow us to bdng information to ycu aboutfinancial
products and services that are different frorn tiose we provide, We require our service providers and those
with whìch we jointþ market {inancial producis or services to adhere to confidentiality standards gwernlng
the privacy of your ínformation, These companies may use and disclose the information we provide to ìhem
only fcr he purposes for whích it is provided or as othen¡r¡ise permitted by law,
      We do not sell your anstomer informatlon to outside marketers to allow them to independendy
sollcityou for a prcduct unless we     fist askyour germisslon to send your lnfolmatlon
OU    R IiI FORMANÖN.SHAR IHG PRACTICES            WTH I H   TFI   E COI' PASS FAIUI I tY OF COMPAN I ES
,:;   lnformatlon About Ottr Experiances and TFansaclions With You
   The Compass family of companies consists of financial service providers such as banks, insurance
agenclêsr brokênge companies, leasing cornpanies and oüer financlal services companies thatwork
 u A foreign govemment s political *bdivision of a foreigrt governmenl or any agency or inskumentalþ ihereof,              I


 u An lntemational organization or eriy agenry or instrumentality thereof.                                                 I

'E A dealer in seatritJes or commodlües rcgisùered in the U,S. or a possesslon of the U,S.
 n A real estate investmentbust
 u Acomrnon trustfund operated byabenkunderSecüon 684(a).
 r An exempt charitable remainder tud or a nonexemgt trust descrlbed in Section 4947(aX1),
 r An entity regMered at all times under the lnvesùnent Compary Act of 1940,
 n AforeþncÐùal bsnkof issre
 Èymenb of divùhrde rd peüomge divklends not çnerdy $,Éþct to backup witrholding irclude the following:
 a Paymenb to nonresidetrt alims *rbject b withholding under Section 1441.
 n Prymenb to parhershþ not engaged h atgde orbuslness in the U.S, and which have at least one
    nonræident parlner.
 r Payments of patronage divitlends wñerc üe amount reæhod ts not pa¡d h money,
 o Payrnents made b)'c€rhin foeign organhations
 Faynenb of interest mt gaeraly subJect b backup wihhddlng lnclude öa foltorring:
 a hymenb of lnlersst on obþalions Issued by irrdMduals. Note: You may b€ wbject to backup
         wiürholding îf thls ilÊtestls $600 ormore snd'ts pa¡d in he cor¡rse of the paye/s trade or busìness snd
         you  hwe not prwided your conect Tapa¡pr ldenlificalion Numbor to üte payef.
    tr   Pafrrenb of tax+xempt lnteæst (induding exemptinterest dlvider¡ds under Section 862).
.   u    Raymmb described ín Secticn 60õ9(bX05) to nonres¡ds{ al¡enE
    s¡   Faymenb on bx-free coveîant bonds under Sec{on 14õ1.
    o    Paymenb made by cerhin loreign organizations.
         lf you are uncertain wheürer you qualify as an exempt recîplent call your accountant or the lntemal
    Rel¡ênue Service
       To avoid possible witrhddng; arempt reclpfenb should oompleÞ tre form(s) prodded by Compass and
    should óecl the box captioned Ercnpt Recipiente The fom should atso oont¡jn pur Taxpayer ldontillcaöon
    Number, and the cerlificaüon stsbnerrt must be slgnod The fom must hsn be returned {o Compass
    pEitÂLnË5
    l.       Penalty tor Fallure to Fuml¡ft ïarçayar ldentif¡cation [umben lf you faìl to furnish your taxpayer
             idenffication number to a payeri you are subiect to a penalty of $50 for each such failure unless youl
             {ailure is due to reasonable cause and notlo willful neglect
    2.       Failurç !o Rspor{ Corl¡ln Dhrldend and lnbrcst Èymerts: lf you failb incJude any porlbn
             of an indudit¡ls pryrnut fot lnbrest dividends, or paùonage dividends in gros incøne, such fallun
             wi! be tueated as being due to negllgence and wlll be subiect to e pemlty of 59f on any portion of an
             underpayrnenl atùibubble b üat fallure unless üìere b desr and convincing evidence b üre contruy,
    3,       CM¡ Panalty fot Folso lnfomsüon llllür fuc9od to W¡tlrholdlng: lf yür mske s false stalÊmont
             wilh no reasonable basis ürat resulis in no imposition of backup withholding, you are subject to a penalty
             of $500.
    4.        Crlmlnal Penalty for Fal¡ifying lnformation: Falsifying certi{icaiions or atfirmations may subjecl you
             to criminal penalties incfuding fines and/or imprisonment




    iltFoRMåüO¡r ABOUT oUR PR|VÂCY DISCIO5UFE                                                                                     i
       Thís disclosure describes our primcy practices applicable to the informatjon of our individual customers
                                                                                                                                  ;
    who obÞin a procluct or service primarily ior personal, farnily, ol household purposes, This disclosure is made            t
    on behalf of the fcllouing companies in lhe Compass'farnílyr
    :r Compass Bank                                                                                                               t



    l'r Cornpass Brckeragq lnc
    a Compass Consulling and Benefib,lne                                                                                          t
                                                                                                                                  t
    l Compass Fìnancial Corporalion                                                                                               ¡
                                                                                                                                  I
                                                                                                                          '* 'l
26       1
3    lnfbnraüon That b Î{otAbout Our Erpsrþncec and l}oncaedonsWlt You
               shue csrls¡n intornst¡on wlh our affill¿þs h üe Compass larnily lhat b consldered
     \À/e also may                                                                                 crôdil
ihtormslion h¡l i¡ not lnformaüoa aboul our own lmnsactions and expetiencei wittt yotl ExanrpÞs of ürls
bpe of inlormalion indude:
x    ínfoma{on ln an applcation, sudt as your incoÍq muÍtal statr¡s and asntst
r    informelion we obt¡¡n to vortfy tepresenWoru made by you, sudt as your oPoo l¡ftôs of crediti
¡    information we obhlt l?om a con-sumer cædll repo( sudr as your cradlt scora end cradit Hsbç urd
n    lnforrdon we obþh fiom a peaon or comFny rÉgardmg ils employment credit or other relaüonshþ
     wiü yor¡, sudr a! your employrnent history.
     Our alfihlæ nrry use this lnhmaliort h deternlnfrg lour elþibtty fur com¡¡pr loanq brokaaç sorvfirS
 insurance, and similar products and sendces they oflac ll yq¡ üoø¡ þ     llmlt m¡rldlng (s.o Þo[      bolü]
 ttun ra wü not Clrrr erry of $b typo of ordlt þr lrrlormollon wltlr our afllll.tÉs b u¡e lbr           ædt
n¡no¡a+s¡d¡ ædelernhlÚpur¡$dUllUforo;sollctüngyot¡lbr$tdrpodttctsorsarlca.
'fhk wiÍ proænt us lrom shalng your øedt krlorûratioo wllh our affliartee otcept fur oüer usss, s{¡dt as
pøfonirçÞchnlcaloroperaüonal suppoilsendæs. Exanples of bdtn¡cd and opsmümd cupportserkas
indude preperat'nn of accoud sbtsmenb, daûn procasi€ saMces, ard urden'vri&rg servicas

     Your Gholoo to    umlt ilad<aüng
     You may limit our affiliates from marketing their products or services to you based on information that
     we share with ürem, suûr as your income, your account hìstory with us, and your credit score.
     To   llmlttlræe marlrrüng ofisr câll     us   toll-üto !t l-80t-27S7215.
u    nrlngc You SllouH       ltþ' t'Þollt lúJdng A Cnolæ b fmt Urd(¡üll¡ 8y Ar Âfrlllrt¡¡
     A¡þng ü¡you rcm¡h¡ cr¡¡ùoítcÌtou onUh.nlot¡llucoltoO [nlto¡rlclhg bIout
âfill¡Ëa bËod oa lnfovrtt¡tlon n dp¡¡ wltù fhrn lf you lwe úoecn b 'çt utl ol ottr *wfrg
credlt information wilh affilistes in past years and have conllnued to be e cusbrner, yor'opt olf will nor also
llmit mod<eüng based on oüer infomaüofl ne slcfÊ, æ d€ssibod ln t*s dledosure, Jdnt aËcouît holders
my linút shsdng of hfurnation br eaó oüer. tf rve rcceiræ E reqt¡est to [mitinlomation stwing lormty
ono þnt amunt Mø, rve can cor¡tnw lo slwe lnformdon abot¡t oths aæount hoHere.
    ll yur stop doitq hsincss wlûr us, tuÍ dþioc to [rÌút marl€ürg by our dfilbtes wil csrtinræ lo epply       b
üre infunrration we haæ  cdecled wñle pu wa a ostorner for as long as thd lnlor¡¡üon reÐains ofl oül
sysbrns. lf yul become a asbmer agaitr afbr pu lnve stoppcd &ing hrdness wih rs, lto,v$,sr, you $l[
ham to Hl us agdn b fl¡trtt ma¡lcilkrg by orr afflllabs ba¡ed on ¡ntornutíon rve dr¡rg aboutyou rd&d lo
yoor nêvú aceor¡n(s). Thls lo because we rcmo¡e all informslion about former custornerq including choices to
csEictmeteliq¡ from ot¡rrysûEms dbra pøiod of trne in order b safrguard the inforrnation.
 u    Othorfipccof lnformatlon
      Cerbin irust and flduchry accor¡nt info¡malion meJnbined b,y Cornpss Bank's bust divldon Qctown
 as the Compass     Aûtk Wêâlh MansgÊrnatGrup) may be s.rbJectto spocforl proiec{ions ftom d¡dosue
 undø çplicable fidrciary hws end ol.r own pollcies and pr¡rüces to canfully safeguad guô infonnsüoû
      $h may receive healh q mcdl€al i¡rformdion about yoq lor otampþ ln eonnectbn rr*tr an applicaü(rn
 lor lnsu¡anca. \¡rb u{l nd u¡¿   Mh   snd mefrcd lnfornaüoq ø sh¡¡e ürd ffirmaüon witr our affilhleq
 orcept as necessery or appopliab b prccess ywr application or kansac-lion, provlde services requested by
 you, orto mainlain ¡nur accowt inlomaüon \lb wlll cornply wifr all applicable laws or regulations restricting
 the disclosure of heallh or medixlinlormúbn

 SECIIRITY OF YOUR         IilFORilANOI
      Our cornmitment to the privacy of your information includes malntaining tre secudty of your informalion.
 \4b use physical, elecbonþ and procedural safeguards to help prevent unauthorìzed access to cr¡stomer
 information. \Åb pedodically test and updab our safeguards to help ensure fre protection and integrity oi our
 customer information.
     We bain and regulady educale our employees about üe importance of maintaining the confidentiality of
 customer information and fie proper handling of customer informa'$on. All of our employees are governed by
 a code of conducl that auhori¿es access to custorner inlormalion for business purposes only and lncludes
 sbict standards for keepín g your informalíon confi dential.

 ilAI NÍAI I'I lIG âCCI'RATE I ¡I FOR HAN O N
     Our pmædurus heþ as*m thatyorrfturdd           lnlonna{ion is accu¡alg arnenl and æmplets. You
 $y u    importnnt part in heþing r¡s mdnbin acq¡rale rørds by aluq¡s rodeüing yctr accomt strmenls,
 notioes, payment couponc     h  ropoding ¡nd oüer lnformalicn that wa proide you You also mry hara
 aæess to infomalbn abodyour accout(s) ü¡twgh our arstomcr serviæ depa¡ùnent an4 if applir:able, our


28
Web site" lf you erer believe any informat'ron we haræ about you is not complete or correct please ca.ll ús   or
follow the inslructions on yow acæunt statement, if any.

FORMERCUSIOUERs
    Our pollcles and practices for the csllection and dìsclosure of information about individual customers
contained in tris Consumer Pdvacy Disclosure apply to both cr¡nent and former cr¡stomers.

Orl U ì{ E BAIIXI }IG PR MACY
     ltb emf,oy pman pro€€sses and têönohfies to protect [te pivacy and secutlty of yutt i¡lormalion
wl€n yor¡ bank mlfre úii$r uq sudr es ñ¡alntLr encryption teóniçJ6s, ald auhe¡tcalion procedwes tf
you visit our Wob sih, we may put a 'cookie' or simllr file on ¡our hard úlve b facilitåþ naù{¡aüon and .
ÞersonEllre yot¡¡ expaienca'By uslng cookleq we cån colþct t€dïücel and navlgathnel infu¡ma$on, zuú as
bmn¡ter Uow$êf lqpe lntunrct probcol address and othcr computer identiñcatiot inbrrnaüon aìd rÌalclt Ütât
wiür'pages visited airï Ume spent on our Wbb pagea Tìis helps us tmpcryg ory¡ Web dtê Wheri you u6€ rxrr
onfinä únking services we alæ may use irforinitlon in the coolde or slmllar flle lo rna$r tho lnternel bror¿ser
and cornper:you use wiür ¡our onfne accor¡nt for securfi purpooes. !\b do not kmwlngly collecl, rmhûalq u
rse per¡öø iitomatlon fróm our Vthb sltæ about úlldren underthe aç of f3. fur more hiormafpn sbot¡t
or¡r inl¡ne securlV Flinrcücex phase visit our Wbb dts aÈ www.compæshnkcorn




lmportant lnformation AboutYour Chedting Account (Ghedt 21)
Subslitule Chedrs ¡nd Your Rights
     What is a subsiitute che¡k?
     @r,                                {edersl law ¡xrmik bprrks to rep'lace orþinal dled<s with's¡.rbsl¡tule
checks' Ihese drocks aro similar ln siee to originál checks wih a slk¡hüy redrrcÊd image of he front and
bsck ol he origlnal dredE ïhe front of a subsi'b¡to drrck sHe$ 'This is a tegal copy of yutr óedc You ca¡t
use ít ths sâme way you would use lhe orþiml chodc'You may use a subtlitute {eck as goof of pryment
just like he otþ¡na¡ dred(
      Some or a[ of tha óêdrs tr\at yw rcæi¡e back irom us may be subs{tt¡de úæka Thís notice describes
 rights you haæ wtren you raceive substhrle drecks from us. The dghts ln ü[s notice do not apply to original
 drecks or to elecfonic d€b¡b b your accotnl However, yþu hara righb under olher lærls wílh respect to
 those hansactions.
      Whsl g¡e Írv rù¡hts rênardino subsü!¡te óecks?
      ln cert¿in casss. lederal hw providrs a speclal procedure trat alloun you b request a refund for losees
 you sullor lf a ¡ublÍtute dreck l¡ æsted to your account (fø oønple if yur trinh lhat'¿ræ witMrav the
 wrong amount from your account or that wo withdraw money frorn ,or¡r account more han once fq lhe
 ¡ame úeck). The hoses pu may atbmpt to ¡ecover under lhls procedure may include tha amrurnüat
 was wittdnawn from your aøount ard hes üral were châqged as a rssult of the wlthdnwal (for exemple,
 NSF fees).
      The arnounl of your refund under ihis procedure is limited to tre arnount of your loss qr the âmount of
 *re subslitute check, whicheve¡ is less. You also are enlÍtled to interest on the amount of your refund if your
 account is an intereslåearing aceciunt, lf your loss exceeds the amount of the subsìitute check, you may be
 able to recover additonal amcunb under o&er laws.
      ff you use üris procedure, you may receive a refund of up to $2,500 or the amount of the substitute
 check, whichever is lesq (plus interest if your accou¡t eams interest) wiihin 10 business days after we
 received your cfaim and lhe remainder of your refund þlus interest if your account eams interesi) not later
 ihan 45 calendar days aúter we received your claim
      We may reverse the refund (including any interest on ihe rsfund) ìf we later are abfe to demonstrate thai
 lhe substiiute check was conecily pnsted to your accounl
       How do I make a claim for a relund?
     @a                                       bs relaling ls asubslitrþ ctrec* balyou ¡ecciv€d a¡dthslwas
 posted to yout eccilrnt pleas-e conhcl us at Compase Bânb Attçnlion: Ëleclronic Banklng PO. Box 10566,
  Birmingham, AL 35296 or telephone number 1-800€?g-2379.
      You must æntåct us wlhin 40 calendar days of ûro date fr¿t wo nulled {or otharwise delivued by a
 means to vrhidt you agread) üre substitute check in çestion or tha account staternent showing that lhe
 substltub dteck was posied trc your accoun[ whidrevsr is later. \nfu will extorid tris tme poriod if you nnre
  not able to make a timely claim because of extraordlnary circumstances.
      Your daim must include -
 u     A descripton of why you have suffered a loss (lor example, you think the amount wühdrâwn was
       inc¡rrect);
!    An eeümste of the arnount of   pur lors¡
r    An explanalion of whyüre sr¡bsüh¡b dreck yur recelved is lnsr.¡fficient b conflra üat pu $¡flered
'    aloss; and
I    A copy ol ùe sr.ùsüt¡te ôed< or fre following ínfumdon to    @     us idenlÍty lhe subslih¡te dredc ñE
     chedt numbq llre na¡r¡e of the person b        ¡pu
                                                'rvhom
                                                        wote  lhe  åetk    and the amount qf the âedc




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30
Vlsa C¡hedt Card Agreement and Disdosure Statement
Thls Agreernent and Disc¡osurc Statement govems the use of your Vlsa Check Cud" You do not have to
sign fris Agreement but you should sign the Cerd es s{¡on as you receive it - it heþs probct against
unauürs{æd rse ol your Card. Ey retaining or using *re Card or by authorizing anyone slsa to ¡se fre
Card, you have agreed b lhe brns of this AgrgemÊnt Please read lfris Âgæemant cartlulþ and keep
it for futr¡re refurence.

l. DEFII{lllOlrlS:
.s ATM - rEfers to automated teller machines.
a Card - refers lo yourVisa Check Catd, which accesses your Daposit Accounl
n Deposit Account or Accounl - referg to each of yout Compass Eank checking or savings accourrts thal
   is tied ùo ø may be accessed by using lhe Card.
;r Noþ¿ork - refdrs to each ol the varlous card procea*ing networla in whiú we participate, which ma¡r
      indude lhe INTERUNK PtJJq SÍAR, and Visa networks. We wlllnollþ you o{ any changes to the
      netvüorks in which we participate.
iu         -
      PIN refers to ihe personal idenliT¡caiion number required lor certain uses of your Card.
r     POS Transaction   - iefers to a þoint-of+ale" Card transaction for the purchase of goods or services
      conducted wiih a PlN.
;x    Prirnary Checking Account - reters to your Compass Bank checking account described in SectioL9
      as follows.
s     Unãuthoriæd Uso * refers to a transfer lrom your Deposit Accouni initiated using oilher your C¿rd or
      thE account number ior your Card by someone other than younselt wheæ that person had ¡o actual
      euürorig lo initiate lhe lransfor and you ¡scåived m benðfft lrom tt¡e kansler The¡e is no unauhodzed
      use ifr (ã) you allow sorneone to use your Card, lhe account number for your Carú or ¡nur PlN, oæn lf
      lhat person translars more then you authorized, unl€ss you have nolified us üd ùansfqs by $at
      person are no bnger aulhori¿ed; or (b) we lnitiate the hansbr.
r     Visa Transaclion - refers þ a Card {ransaclion conducH uithout. a PIN al eilher a me¡draflfs brm¡nal
      connected to or a financial inst¡tution parücipaling in the Visa Network
u     We, us and our - referto Compass Bank
u     You, your and yours - refer to each owner o{ a Deposit Accourtt,

2. USE OF YOUR C,ARD: Each hansaction on your Card is mnsidered an "item' under the Deposit
Accounl agreement applicable to that transaction, and wíll be subject to the terms of that agreernent, To
protectthe use of your Card, you will be provided with a PlN, which must be used on all ATM Transaclions
and POS Transactions. You should not disclose your PIN to anyone. lf the securiþ or confidenlialþ of your
PIN is compromised,you should notityus atonce bycalling l-800-239-5175.
   Your Card will allow you to conduct:
n   ATM Transaciions: Your Card may be used with a PIN:
      @På55ÆM,tomakäcashwithdrawalsiromeachDepositAccoun(s}a¡dtokanslerfunds
           between multiple Deposii Accounts;
   - At any ATM connected lo the Networks, to make cash wìthdrawals directly from your Primary
     Checking Account;
   - To make deposits to each Deposit Account at any Compass ATM,
'* POS Transactions: Your Card may be used with a PIN to access funds ín your Rimary Checking
      Ããcó¡näo prxchase goods or seryÌces and to obtain cash al     any merchairt that participates in ïhe
    lnterlink o¡ Star Networks.
s   Visa Transect¡ons: Your Card also may be used without a PIN to access funds in your Primary Checking              I
                                                                                                                      i
    Account to purchase goods or services at any merchant lhat accepts Visa debit ca¡ds, and to make
    cash withdrawals f rorn the tellers at üose banks ând other {inancial instituäons that participate in the         I

    Vìsa Network and accept Visa debit cards,                                                                         I
                                                                                                                      I
    POS TransacìTons and Vísa Transactions are accepted solely at the option of individual business                   I

es{ablishments, banks and other inancial institutions, and you agree'lhat we will not be liable to you for            i
refusal by any such business, ba¡k or financial institution to honor lhe Card.                                        I


,-    þl can overdraw your Ðepoclt Accannl using your Card. We mq, e¡]ow one or moÍe ATM T¡ansacüons,
POS Transactions or Visa Trsnbacliqns, even lhougtr your Depodt Aóurnt has an avsllable balsnce hat k
                                                                                                                      t
                                                                                                                      t

lnsufficientto cover the trsnsactiorl The fact lbat ã transaction is cornpleted is no guaranbe ø                      !

representalíon frai you have sufficient funds in your Deposit Account to cover tre transaction,                       :

                                                                                                                      :

3. PREAUÏHORIZED             RECURRING TRANSFERS; STOPP|I{G PAYlltElùf Ot{ TRANSACTIOilS;                                 í.




  you use your Card or lhe account number for your Cad to authodze ln advancs any recurring payments
l-f
fróm your iÞposit Acæunt (for examplq a monihly gym rnembership {ee} and hter riish to .tJp'otie or more
of these payrnenls, you should conbcl lhs merchanUbiller d_lrtc{ly, lf üre mercJra¡Ubfiler fails to stop the              '
                                                                                                                          t
                                                                                                                     ,.1

                                                                                                                3r         t
                                                                                                                           l
 reüurring'paymcnts, contacl u¡ al t {0&239-S t?õ, ll you wlsh to stop a partiorlar prym€fl1 ysu nusl nolify
 us rs prodded in lhe agreerrænt for tha Deposit AÊcount from wfrkfr this ¡eymånf b msdG h time lor ts to
'ræcivr your rsq¡est lh¡oc (3) busrrss
                                         dayt or morc beforc üre pf,Fnenl l¡ tdreduþd b be måds. Yoür Cüd
 may turn to be csnc€[ed in order b sbp recwing poynente lf we cencel yur Card in order b stop any
 payrnenl we moy chsrge you the stop'pryrnent feo povided in thc appllcablc Oeposlt Account agreonenl

+    HOr¡8 FOfi ArfllollzED tRÂltsåcÎtoflS:




lr¡n¡¡ctloc¡    ¡rG   potbd rrg¡rrþ¡! b¡ourAmunl rnd tlrc c¡adlt for ¡ny per{orler P08 hold




     Sme we reccive thc aulhotizdion rcques[
 ¡   Card terminsle used fot þay at lhe pump'gasollne purdrases wiil check for authoriÞlion bolore üe
     mla¡nt ol sry prchace la detemlnêd. A¡hori¿atiôn wlll be givan orùy lf üre anlhble balance in yrxrr
     Oepæit Aa€orrnt equals or excecdg e ccrbin deeþnahd amotrct whiå may wy amaq merúanb and
     chanç from tjme to tlmc. Becau¡ç eulhori¿¡tlon ls bæed on this derþnabd anor¡nt (r¡ot the amour¡t ol
     your intanded purchase) authoneation may bc declincd oven lhough lhe avallabls balsûce ln your
     Dep*çit lcæunt is ssfflcient to covar your intsnded purchesa To avo¡d authorizrlins that nÁy erceed
     thc ar¡ounl of ¡our inhnded purdrse iou may pay irside üe stal¡on rathgr lhan at üre prrn¡
     ll we åulhotlæ a C¡rd h¡¡sactisq he POS tþld will be for &e arnount ruçrestod by lhe-menñânt,
     which may be in excess of the a¡nount of the actual transacllon or lhe amount pemiltted by trc Visa
     rules.Bcceu¡¡ c¡dt POS holrl nduco¡ thc evsilaÞb bslene ln yout DcpoCtA¡Èourilr Ery
     n¡tlrortrrtþn æqurct by ¡ ¡n¡fdrrnt to¡ rn rmornt lùrt eréadr tña rmc¡fr 0ú üÈ |Cüal
     t¡ansecüoñ mE crura you b h¡re tBlrrtfrdofitlunl¡ b pry tlrm¡ poded to yotn Dapo¡tt
     AcÊount, tnd mat ctutt you to lns¡r llSF lees br thss iton¡.
 õ. lLlßGAl TRAil!¡âg,flOtlS: You rgree ü,sl pt           wll not uss },u¡r Csrd for any lnnsactton ürat is
 illagel in thc jwisdklbn where you tvq in ttre jurfrdictm wlrere üre bansætian is c¡nsunrmah{ or in any
 other lurbdlcüon affecled by the lusry,t'on Yor qrea tlrrt it ís your rosponsibility to detormino he legaiity
 ol each tansaction in all egpßcsbie luriadictions befue entarlng into suctt transaciion 0lsplay of lho Vlia
 hgo or øy o*tø logo by. any person rceepling tha Card does not iod¡câte ih¡t lha k¿nsaðü,ir it legal in ril
 applicable þrlrdieüons, You åd$$,rladgê ârd agrec that we heve no oblþalion b rnonilor, lo r¡úai o¡ to
 er¡¡luate ihe legnlity of your Card t¡ansåstion* Yot¡ also agrcu ürat pu wii not uso your Card fn connactioa

:J
;    with any lntemel or onlino garnbling trârsåction or lottery ticket purcha¡e, whether or not he same is legal
,    in any appllcable judsdlc{ion. !{b æsen¡E lhe right to decline any transaclion Srat w¿, in our sole discrelion,
     believe is an illegal transaction, an lnte¡net or onllne gambllng þansaction.lottery tlcket purchase ø a high-
     risk transaclion. To the fullesl exient permttted by laq you agree to pay for any Card transac{on lhal you
     auhorlæd, oven lf hat t¡ansacüon ls detemlned fo be lllegal,

: 6. LIMrTÄT¡Oils ON FREOUEi¡GY AND DOIIAR AMOUNT OF TRANSACflONS:
  ìî Ahhough you may have several deposit accrunts wiü us, you can use your Card to access only ihose
     Deposit Accounls lhat we, at your request hsve set up for use with your Card, To add or rémove
. Deposit Accounts, please contac't us,
     'r.r lf your Deposil Accounts include  a savíngs or money market deposii account {ederal law permits you to
          have no more *ran a total of three (3) POS Transactions and Visa ïra¡sactions per month lrom sudr an
'         accûunt as dessibed ln üre agreement for ü¡ese Deposit Accounts
, t¡      fur secudÇ reasorìsr lhero are resbislions imposed on your Cerd that may limit you abllþ lo uso your
          Csrd. Some of ürese resklctiong whidt are designed !o d¿tect and prarent urauhorized use of ynur
,         Card, cannot be dlsctæed Unless you requesl or we notif you olhenrlse, v/o rnay phce tñe following
          daily limihtons on lhe withdrawsls ând oürer taneeclions you msy pcrfÕrmr
  '¡      Total cash wilhdrawsls at A'fils - $500 per day or arailable bslsnse, whictrever is lesa
i r      Total FOS Transactionr - $ô,000 per dây or ava¡lable bålance, whichavsr k ls6$.
  ¿       Platinurrr Ctræk Cards and clients in the Prefurred Olient Plogram may have hþher daily AÌï/ and
          POS limiis.
,         The ddty pedod to wtrifr these limlHions appty shdlcommence at lâ00 mHnight on eac.h day
     and end at 12:00 mifiight on the Hlowing day. We may add to, remore from or ohen¡ise dtalqe our
'    limitations at sny time and wähout noiho to you Because of the limltatons impoced by some non-Compass
     Aïlvls and in ü¡e erent of equipmenl fallure or unarallablliþ, you may not be able lo,withdraw or lo aËcess
,    funds eren tro.lgh you ha'æ not exceedðd ttesa llmlt¡tions.
;'        All deposlb made hrough a Compass A'fM ara subþct to verificatíon and proof, and ara accapted in
     acco¡danc¡ with tre terms oí tha agreemont for tre Depsit Accmat and our Funds Availablllty Folicy,
i z. pegs FOR USE OF THE GARD: Oher tha¡ the l¡ternatonal Service Fee described in üre next
    pãragmgh we do not charge arry fees lor the use or inidd lssuarra of the Cor{ brrt eaú Doposit Account is
  . sut{ecl to any serulce draryes or lees otremise applkable b ütat Accont lf you roq¡¡es{ a¡rd ue bsue yor
  , a replacement Card we may chage you üre foe povided ln ou¡ lee schedule We will not charye yw a fee lo
 ;' and me¡cherTb may óarge yur a fee. Some cash{lspenslng devlcea sppear to be ATMsr hn adualþ may
    use your Cød at a Compa*ç ATM, but operalors of other ÀTïle urd cashdispensing devices, their lletworks,

  : process cerlsln bânsaclions ¡s FOS Transac'tion$" lf you use ¡our Card multiple times at oæ of these
     castrdispenslng derrises, soms ùanssctions may be proceseed as POS Transasüons end ortlrers æ ATM
     Transaclions, For the purposes of any tee-robste otfer hat we rnay nrake ùo yor, AT[,] fees do not indude úre
     lnte¡nalional Sen¡ce Fee described below or any lee assessed h conneclion witr any POS Transaction.
,        lntematlonal liansadlons' incfude any transaction trat you make using yaur Cád ln a foreign cuÍency
'    and any tran-ssclíon made using your Card outskle of lhe United Steter of Àme¡icq eve¡r if lhat fuansactori
     i¡ made ln U.S dollars. lf you make a ùansaclion in a orrency other than U"S. dollan Visa will conrert the
     amou¡¡tof lhst ùansaclion into U.S. dollars sccording to ils own currençT conversion procedures in effuct al
     thgt tima'lhe exdrange ¡sb us€d to convert the cunency is eifis¡ s rate ¡elected þVsa lrorn he nange of
     rates st¡ailable in wholosale curgncy ma¡kets on üre applieable grocessing date {vririch rate may differ Íronr
     the r¿te the entity ilself tecelves), or the govønmenþmandated archange rate in alfeclo¡ üra ipplicable
     processing date The exdrange rale in eletf on the appticable procGssing data may diifer hom ü¡e
     exchange ¡ale in efec{ oqr lhc dale you used your Cai¡i sr Acctl¡n[Ihe Cmornt (iri US dollo¡) of any
'.   credll assoclEted wi$ a parlicularforeign currancy kansacllon ls likely to differ fron the amount (in U.S.
     dollsß) ol lhe orþinalhånsaclion due ìä d¡ñerenies in ihe appticaUiJnteiwhir*r mayvary darþ.'We mey
     charge you an lntemational Service Fee (sometimes relened'tb as sn .lSF) ewal to one p€rcent (lqô) oî
'    the U'S dollar arnount of any tntemational Transaclion thal ls made al an A'fl¿l ard trree
                                                                                                dorce* (S0ó) ot
     he U'$ dollsr amount of any lnternalional Tra¡s¡ction al some p{ace otrer üran an A'lTr,'r¡¡heh€r lhat
     t¿¡¡saction wes originally made in U'S' dollan or uras made in airolher cunency and c¡r¡verled lo U"S,
     doliars by Visa ln either cæe, the lniernational SeMce Fee will be calculated on tne U,S. dollar amount
     provided lo us by Visa and
                                   $]l be charged to the same Account to which the transaction is posted at {he
     same lime ihe lntematíonal Transaction posts to fiatAccount The same conversion proces's and lee may
     apply if any lnternafonal rransaction is reversed or credited back to your Account.

     8.    CHECKI¡.|G ACC9UNT RËAUIRËMËNT¡ At the time you requested your Card, you designaled the
     checking.acanunt io which all POS lansaclìons and Vsa Tansac{oñs on your Card woluld be
                                                                                                  $sted, and
     ttlis checking accounl is ¡efe¡red to as your Primary Checkíng Account in this Agreemenl You may request
i    us to change your Pdmary Çhecking Aècount, but àt all iimeJat least one of yorir Deposit Accounis must            :
I be a Contposs Bank decklrB account lf your Prlma¡y Checkirq Acoour¡t is dosed a¡d you haæ no other
¡




; 'havo
   checking account üed ts your Crrd ütu your rxrs of th€ Csrd wlll be terminaled automalically, even ll you
'        other Depæit Accounts üed lo lhs Cad. lf you haro sovsral óecking accounb lied to your tard and,
   at lhe tinre your Rimuy CTecklng Accnrrrt b closed, you heve lailed to dosþnate another checking
,I account a3 i/ournew Prlmary Checklng Account, tlren you auûrodre us to deslgnate one of your other
        clredcrg accounb âs your neil Prlmary Chocldng Accamt
:       g. pOSnHG OF DEPOÍ¡ITS:           Esdt ATM deposit made by üre A'tU's posted artolf fms on any business
        day we are opon will bo posÞd to yær Oeposit Accpunt on lhe daþ ol recd$ oth€rtfll8e,lt wlll be posted
'       on our followlng buslness dry. The cutoff ümes for deposits may differ fßm cubff limes for olher
,       transastions.

.       10. OUR EUSINESS DÂYS: ûur business days are Monday frrough Frida¡ excluding holidays.

        11. DOClJllEifÍånO!{ OF IRAXSârCilOilSl Each tlme you use your Cød, ycu will receive or be given
:       the option to obhin a receipt llrthat bsflsscüon. fur eadr Depo¡it Account, you also will rec€ive a periodlc
'       accourl statement whi& w{ll shotr you he detslls of etl lransactlons and transfets made wittr your Card
        durhg tre cowred paiod. lf during a particular monü or months pu díd not have any Card transaciions,
        you ñay receirc a qusrlerly accor¡nt sbbm€n!

    .   TzYOUR RESPO¡{SlBlltlV FOn tRIXSâgnOtlS USlt{G THE CARD: Subject                          to üe limitations
    ,   described in Sec-äon 14 below you agree that you are responsible for all transactions using the Cød.

        I A YOUR C,ARD lS LOgq, Sf0tÊll On !¡UB¡ECI lO Â¡lY UlllUr¡¡ g¡¿ED USÊ You agrea to
    '   notify us hrnsdbloly iÍ ¡tur Card is lost ø stolo& a( if you beliere either your Card or tlp account nunbe¡
    1   for your Card ls su{ect lo any uneuthorired uss. You also agree to take any tearonable ac{ions we may
        reques't to prevent unsulhorizsd Card use, You :hould provlde this oothe by calllng orwriting us at
         1.800-23Sõ176 OR Comp¿s3 €lank, Attêtrtlon Customer Ss¡ricC RCI. Box 10566, Eirmlngham, Alabama
        35996. Teþhodng is lhe best way lo keap your possible loc¡e¡ dor.vn
        14. YOUR    LIÂEILITY FOR UIIAUTHORIZED TR,AT¡SACÍIONS USING T}IE CARD OR CARD




             Also, if your pedodic slatement shorys ùa¡rslers *rat you did not make and you DO NOT tell us wiürln
         s¡xty (60) days after the sbbment was maled to you, ¡ou m¡y not get back any money you lost atter tho
         slxty (60) day period lf we can prove lhat we cq¡ld har¡e stropped sorneone lrom using your Card il you had
         lold us in time. lf an extenuating circurnslance (suó as e¡rtended travel or hospltalizatisn) prwenls you
         írom Eompüy noüfying us of ruspoc{ed losq tlrft or u¡rauüorized use of your Card, *rø ümo pøiods
         ryaclffed ln ttds paragnph may   þ    cxtanded ftr a reasonablc pariod,

         15.OUR UABIIITYFOR FAILURETO MAKEIRÂ|I|SFERS: tf we do notcompleteat¡ansferto or
         fram ynur Doposit Accounl on lme or in the conect amouni accordlng to our agreemeni wäh you, we will
         be liable forallyour darnages Eoximgtely caused by such failure. Howeve6 there are some excepTons
         wherc ve will nst be liable, induding but not limited to the followingr
         I   li t¡rough no fault of our owrli you do not ha¡e enough funds in your DepositAccount io make ü're transfe¡
         a   lf the transfe¡ would exceed ihe available credit of any overdraft line of credit you may have;
         r   lf your Deposit Account is subject tc legal process or oürer encumþrance reslricting hansfers to or from
             your Accounf,
r   lf there is a dispute ebout ownership of your Deposit Àccounl and we place a hold on t¡e Account unlil
    üre dispute is resofued;
r   lf the ATM lerminal has insurfficient cash b complete the transaction;
r   lf the lerminal system or other equipmenl was not working propaly end you knery abor.¡t the
    malfunction when you started üe Ìransfeñor
r   lf, dgspita reasonable precautions taken d us, cira¡mshnces beyond our contol prevent lhe transfer
    from being conpleted.

rE DTSCIOSURE OF lilFoRilr\TlOt{          TO THIRD PAnnES: We may disclose information to third
partee aboulyour Depodt Accountend he transiers you makc as descnted in our Consr¡met Flivacl
b¡sUo¡ure wltidr wc inay *angq am€nd or modiþ from lime to time. You were prodded a copy of
CompassBanlCs Conrumer Rivacy Disc{osur€ in connecton wilh your Deposit Acîoulq and youvtill be
prsvtile¿ a copy of arry updstes b t¡at Hsdos$e. \bu   *o
                                                      may oblain a oopy ut aty ol ot¡¡ brandrea

17. tlt cAlSE oF ERRORS 0R üJESflOllg A80UT YOr¡R El¡CTROil¡C TRAilSFÊR*
Tdephone r¡3 d 1€00-239¡t3S/ orrur'lsto Compass B¡nlc, Åttsnt¡on Cusùomer Sen¡ce, P0. Bo( 10896,
ffflriingher\ Alsbsflte 35296. æ sootr âs you 6nt fl you tlrink yurr statement or receþt is wroog or ll.yy
¡reed rã|rc lnlormslion about a tsnsftr lisbd on the ¡blement or rêce¡pt tÁlÞ mtrst hcar lrom yo¡¡ no lEler
h*      r¡,ty tgOl days dler wc srnt you the nRSf semsßt on trdrich lhe enor or ploblam appeaæd.
t.   Te[ us yorr ngne snd thê account rurùer for eocl¡ Dqodl Accot¡nt
2     DesdÉê hs cnor o. ths traßfer )oü ele unsure aboÅ and exphh as deaiy as ,ou cül why you
      believe üreæ is an error or why you need more informalion'
3. Tdl rn the dolhr amount qf üe susD€clgd eror.
      lf yr:u toll us orstþ we may leçke ihal you eend your.inçiry ln wriling with¡,n tBn (10) bus¡ness d-sys.
We wtll tell you lhe rãsufi¡ ol our iirvertigation wilhin ien (10] business days añer we heer lrom you, and wi[
correct any-enor promptly. lf we need more llmg howaæt, il may take up to lort¡fiw (aS) calerds drys
fnineg (00) calendu days lor clalrns on accounts opon less than thirty (30) calendar days, fore¡gn{nilidod
lmnsÁdion claims, and point-of-sale transaclion clsjmsl to investigate ¡our inquiry lf we decide b do hís,
 we wlll prorisionally røciedit your Accourrl within ten (t0) Uu_stnass days ltwenty (?0) hsinsss dsp for
 claims ón Accounb opon h,ss ttran thirty (30) cahndu daysl lor the anurnt you thlnk'ls h srÌoç so thet
 you witl tlaì,a ü€ use of üre moecy during tre üírs lt h¡(es us b comp¡ete our inmstlgdon lf uæ a* yan ìo
 put your lnquiry in wdling        we do nd æcdrr sr¡dl written inqlry,íith¡n bn (10) hnlness darys, vtË rtl¡¡y
 not   provisirnalþ   tecredt  "nd
                              your Deposil Account Ttre ürrr p€r¡o& prodded abaæ may be orlended as
 follows:
¡      For enors irwolving Deposit Accounts open less ihan hirty (30) calendar days, POS Transaclions. and
      foreign-initiated transactions, we may take up to nineþ (90) days to inves'ligate your complaint or
    inquiry.
r   For new Accounts, wÊ msy bka up to twrnty 00) days lo provisionally noedlt your Deposn Account
    We willtellyou the rcrulb of our lrwes{þaüq¡ wihin ihree (3) business days of conrplethg our
investigation, lf we flnd ütd lhem was no gnor, we wlll send you a writien erplandion Yur may ask for
copies of ihe documents that we used in our investigation.

lS. Cl{ll¡IGES TO A¡{O TERMIilAflOI OF THIS AGREEttiEilT: We may change the terms of this
Agreement at anyüme $ gMng yor nolice of üre dranga These dranges rnay includo nn*fyfutg or
deleting erls{ry brms and addíng new brme Subiæt b $e requlßmenËs of appfrcable la¿ ary drenges
to his Agræment will becoma effucü're et lhe time statad ln or¡r nolice to yor Q reftürúng or using làe
Cad or by autnridng anyoce else þ use lhe Card afterttp effective dab of ury drangch you wlU hale
agreed to üto dtsngpd bñm qf fh¡s Agß€únentìtËwülserd notlce of any drangæ b yor dpur last
addrcts shown on our rcrïrds. f,lo ùange to any tem or cordit¡on of lhle Agreennnt shall ba effoctro
unless acceptred or aulhorÞed by us in wfing. Either you or we may lerminate lhis Agreement in its entirety
at any time, but termination shall not affect any of your e,risting obligalions under lhis Agreemeot The Card
is our property, is nontranslerable a¡d must be sunendered tn us upon demand.

 IÐ. GOilDMOilS UHDER WHICTI AIÎORIIETS FEESAND OTHER CHARGES ÜÀY BE
 IMPOSÊD:To ihe exteni permitted by applicable law, you shall be liable to us for all costs and damages
 resulting from any breach of this Agreemen! pmvided, howeveç lhat your liabilþ io us for unau*rorized use
 of the Card shall be delermined as provided ìn Seçtioç.!4 on he prwious page, tf you failto pay any
 anounts due under this Agreement and your debt is referred to an attorney(sì not one of our selsried
 grnptoyeeq for collesfion or olher en{srcement proceedlngs, wheürer by suit or otremise, and the unpeid
 balance sf the debt ð(ceeds $300, you agree ìo pay all reasonable ðWenses permitted by applicable law,
 including but not limited to, court cosb and atbmey's fees set by the courl


                                                                                                              35
ZO.   GOìtERXlllG L!lH: $Cì|ERAS|UTY: Ihis Agrecment and any claim, dlspute or controcrsy
aÈirq   ftoln or lelalíng to hlr Agaemn[ lhs Cård, ø any anounts conlracted for, cfrargod or ncåived
undgr lhis Agreernnt whethar based on contract lorl lrsud and olhor lnisnllonel lorb, ltahtb, regulation,
conslihtion, common law andlor equlty, are govemed by the lars o{ tre stato in whidr your inltial Pt¡,nuy
Checkhg Account was opcnsd (without regud to ¡nlema¡ principhs of conllicts o{ l¡w} and rpplicrble
lede¡al hw, ll rny pnislon.ol lhls furcemenl l¡ found to bs irwslH or unenlorceable, lhr rorndn¿ng
ptonisions wlfl rardn h fullforce and cthcl

2f . AnEfmÀn0lft   'lbu r¡ne tlrrt our l¡mncs ol tùc C¡rd and pcrfom¡nos of li. tdilod
5e¡5¡oc¡ ptovldod  undr tilr Agrooncnt tekâ plr€c la rnd ¡ubct¡dalþ rfüacù lnt*rt¡la
comtltrrtq ¡nd att l¡rrocebÐ ted b your DopoCt Â¡rounts You ¡l¡o egrcr lhrt uW dbpr¡ts
arirln¡ outdo¡ru|¡ttte ln enyre¡bürbAgrmønrnt¡lufl bar¡lü¡d by blnrtln¡ ¡Élffiort
s@¡dÍg þlltob¡rrr prstldtd lo ü¡ rgrsmantloryourDogodtAær¡nt lbrl rboegrnoto
gtye up tlrc dghr þ rrd( ?ilredþr ln canrt lndudlng thc rfSl¡l b r lury trlal




38
t




i




    eq
      Compass Bank, a member of the BBVA Group


Member FDIC
TSB-C {0ô/08)
                                                 ô
                                                 Ërffi
Ta,b 3
BBVACompass




Consumer Deposit
Account Agreement
Consumer Deposit Account Agreement

1.   Definitions

2. Dispute Resolution                                      )
3,     Account Operations                                  4

4. Account Statements and Notices                          6

                                                           '7
5,     Account Transactions

6. Deposits, Collections, and Payment of ltems            I
Z Withdrawals                                             10

B,     Sub-accounts                                       11




9. Dormant and AbandonedlUnclaimed Accounts               11




1O.    Set Off                                            l)


'11.
       Waivers                                            12

'12.
       Other Services                                     12


13.    lnterest; lnterest Reporting                       tl
14. Changes        to Account Status                      1')
                                                          IL



15.    Applicable Law                                     12


16.    Additional Provisions                              12


17.    Electronic Banking Services                        13


Electron ic      Fu   nd Transfer Disclosu re Statement   16

Funds Ava ilability Disclosure                            t/

Taxpayer ldenlif icaiion Numbers                          1B
(Backup Withholding)

lmportant lnformation About Your                          21
Checking Accounl (Check 21)
Welcome to Compass Bank, N/entber FDIC. This booklet contains your Deposìt Account Agreement and certaln additional disclosure information.
Please read thÌs information carelully and keep it with    lcur other financlal recolds.
Consumer Deposit Account Agreement

This Agreement covers any type of deposit account (as defined below) you may have with us now or in the fl¡ture that is used primari¡y                        lff   personal,
family or houæhold purposes. By opening your acccunt, by conducting any transaction involving your accounl,0r by m¿intaining your account
afler rece¡pl of this Agreement, you agree to the lelms ìn th¡s Agreemenl, This Agreerrrerit includes not only this document bul also your signalure
card, lhe Consumer Producls Terms and Conditions Sooklet, your Relalionship Sunmrary Fornl and the Miscellaneous Fees and Charges Disclosure,
Tltts Agreement also includes any new or amencled provìsìons and clisclosures we may provide concerning your accounl. All of these documents
togelher are a cortrcct belween you and us.

YOUR ATTENIION IS DRAWN TO THI ARBITRATION AND WAIVIR OFJURY TRIAL PROVISIONS IN SECTION 2. IF A DISPUTE ARISES BETWEEN
U'   YOU OR WE MAY REQUIRT THAT IT 9E RESOLVTD THROUGH ARBITRATION, RATHER THAN THROUGH JURY TRIAL

Unless olherwise expressly agreed in wdting, our relalionship with you            rruill   be thal of debtor and credilor No fiduciary quasrfiduciary or other spæial
relationship exists between you and us, Any itternal policies      ol   pr-ocedures that we may mainlain in excess 0f reasonable commercial standards and
general bankinç usaqe are solely for our own benefit and shall not impose a higher standard of care ihan otherwise would apply in their absence.
There are no third"party beneficiaries to ihis Agreemenl

Spanish Language Preference: lf you exprcss a pteference for Spanish as your preferred language for communicat¡on w¡th us, we may not be able
t0 accomnodate this prefetence at all of out branches or in the case of any particular product and service. Whele we can accommodate Spanish
as your preferred language, communicatìons in Spanìsh êre proviû'ed as a courtesy only, and English wlll be the language                       confolling and governing
your banking relalionship with   us   The English version   oT   this Agreemenl, as well as the tnglish versions of any other account clocurnents that
may be available in Spanish, shall be the official. governing account documents However, as a courtesy, at your reques| and for your convenience
oniy we may, al accoL:nl opening and theteaftel; provide you tvìlh unofficial Spannh fanslations of the officlal Inglsh vetsions of certain account
documents

I. DEFINITIONS
The following terms and delinitions apply when used in this Agræmenl Some len¡s useci in thìs Agreement but not defined below have the
rneaning sss¡gned to thenr in the Unìform Commercial Code in ellect in the state where we nrinlain your account.

Acçount oI DepositAccount. Any type of checking, savings, money market,0r NOWaccount to which lunds may be depositerl. Time depositsare
exclLrdeC from lhis clefinition and are not covered by lhìs Agreenrent.


Account owner or owner. Fach ¡erson named in cur records as an acc0Lrnt ùwnet wilh respecl to an accounl ìncluding any truslee, custoclian,
guardian, conservator or other rcpresentative acting in that capacrty.

ATMs, Automated teller machìnes.

Attorney'in-Fac1, An agenl designated under a valid power ol altorney. We reserve lhe right, in our sole discretìon, nol to honor any power ol
atlorney. An   altonty'in{act represenling   an accOunt owner does not læcome an ownel of an account and                    rryìll   not have rights in an account al the
owneis death    as a result of the agents capacity ¿5   ¿¡ 3ltorneyinJact.

Authorized Signer. Êach person whc has signed a signaTure ærd with respecl lo an account in any capacity, incluciing any trustee, custodian,
guardian, conservator, attorneyjn{acl, 0r olher representatìve acting in thal câpâcity.

Available Balance.  lhe balance of funds in your account thal ¡s avaiiable for irnmecjiate withdrawal. Unlike the posted balance, the available balance
refiects any holds placed on your account, ìncluding the restr¡ctions descr¡bed in lhe FLrnds Avaìlabìlity Disclosure included with this Agræment, Your
available balance may be inore or less than the amount of your posleci balance, but does nol inclucie any credlt available Lncler any Compass Bank
Overdralt Prolection Line of Credil you may have.

Business Days. Althnugh many ol oirr branch oÍflces are open on Saiurda¡,s, lor purposes of this Agreenent, our business days are Monday through
Friday, excluding holldays


Dormant Account. An account      u¡ill be considered dormant ll, for one year or more in the case of checking anrl N0W accounts (two years or                        nlote
fo¡ an account rnalntained in Florida) or for tiuo years   ü   more     ¡n   ihe case of savings and money market accounts bne year or more for an account
maintained in Texas or Calilornia): no transaction activity has been conducteC on the account, n0 corespondence regarding ihe account has been
recelved by us, and no account owner has oLhelwise indicated an inierest ìn the accounl.

lndividual Account. An accounl owned by one larly as indicated on our ræords, also referred to                    as single-parly account. Al lhe death of the owner
of a single"party account, oiÀ/neíshìp passes as part of the ownerb estate unless the owner has chosen a PO.D. account by designaling one or more
benefÌciaries of the accounl.

Item. A check substitute check dralt, withdrawal order, payment orcjer, or other slmiiar inslument, order or instruction, whether oral, written or
elecfonic, either for lhe deposit of lunds to your account 0r for the paymen'i of lunds from your account, llems inciude debits and credlls lor po¡nLof-
sðle AT[4, and Check Card transacUcns.
Joint Account. A deposit account wlth more than one accouni owner There are lhree types ofJoint Accounts:
i.   A Joint AccoLlnt with right of survivorship sc that, at the cleath of an orryner, ownership of lhe account passes to the survtving owne(s) and not                    l0
     tne dæeased owne's estate,
2.   A Joint Acc0unt wilh       Íght   of survivorship and PO.D by designaling one or more beneficiaries of the accounl, s0 that at the death of the last
     survivlng owner, ownership pâsses t0 P0.D. beneficiaries and is not parl of the last surviving owners estate, or
3    Joint Accounl lvilhout right of survivorsh¡p so lhat at dealh of any owner, the cleceaseci orrner's ownership interest passes as part of a dereased
     ownefs eslâte.

loint Accounts will be presumed to be with right of survivorship (type{l) above) unless applicable law requires that you make                          an aff irmative
designationinorderforrightofsurvivorshipstatust0apply. NotalltypesofJointAccountsareavailableinallstates.

PÛ.D. Account, A deposit account payable on request to one 0r more owners during their lifetime ancl on the death of the last suruiv¡ng owner, to
one ol mOrc Sutviving beneficiaries and nol lo any owner's estate" lf two or more ber'leficiarles survive, the sums on cleposiß belong t0 lhem in Êquai,
undivided shares.

Posted Balance. The balance of funds in your account based solely on items thal have been posted as creclits or deb¡ts to ymr accounl Unlike the
availabie lralance. the posted balance does nol tÊflect åny holds placed on your account. Your posted balance may be mole or less than the                         annunt
of your alailabie balance, but does not include any credit available under any Compass Bank Overdrafl Proleclion Line of Credit you may have,

Service Charges, Any charge, fee, or sìnrilar anmunt due to us, whether for a sefvice we may provide or for a patticular condìtíon or stalus 0t your
account 0r any item relating to your accounl which has been disclosed by us in this Agreemeni or in any schedule of service charges included or
incorporated by reierence in this Agreement. 0ther charges, fee5 and sìmilar amounts due to us, bui not disclosed in this Agreenient, may apply
Lnder other agreements you may have wilh us

Substitute Check, A paper reproducl¡on ol an oilginal check that (i) contains an image ol lhe kont and back of the original check; (2) bears a MICR
line containing all the information appearing ir'ì the ltl1lCR lrne ol the origlnal check at the time the orìginal chæk was converted to an electronìc image;
(3) conforms in paper slock, dlmension anrj othenrrise w¡th indirstry
                                                                      standardsr{4) ìncludes a legend stating, "This is a legal copy of your check. You
can use ¡[ the same w'ay you would use the original checki and {5)            rs   suitable for autonnled processing ìn the same manner as the oriqinal cherk,

Totten Trust Account. A deposit account in the name of one or more owners as t¡ustee for one or more beneficiarìes where the relati0nship is
eslablished by the form of the deposit account and there arc n0 assets 0f lhe trust other than the sums on deposìt ìn the deposìt account This iype
ol account   is a   form of PO.D. account.

We, 0ur, Us, BBVA Compass, Compass, and Compass Bank. Compass Bank, Member FDIC, or any other affiliate bank of BBVA Compass
Bancshales, lnc For purposes of Section 2 only, lhese lerms aiso include the directors, olficeis, and employees of Compas Bank and ìts alfiliales

You, Your, and Yours, The ¿ccount ou¡ner or, if lhe accounl is a nultiple-party account, any and all accounl owners, and all authorized signers.

2, DISPUTT RTSOLUTION

A. Subsection A applies if you reside in a stale           other than California and we do not maintain your account in California

ARBIÏRATJON
By opening or mainla¡ning the account, you agree lhat if a dispute, claim or controversy of any kind arises out of or relales to thìs Agreement or ¡o
yOui acc0unt 0r any transactions involving youi account, or any serv¡ce or product relaled lo your account, e¡ther you 0r we can choose to have that

dispute resolve{l by blnd¡ng aririlråtion This arbitration provision limits your ability to litigate cläims in court and your r¡ght t0             a   jury   tr¡â1. You
should review this section carefully, You will not have the right to participate as a class representative or member of any class of claimants for
any claim subject to arbitration. Arbitration is a more inlormal proceeding in which disputes are clecided by one or more neutralarbitiators who
issue a bintling ruling ¡n lhe form ol an awald. You and we unclerstand that d¡scovery and oLher procedurcs in arbitration may be more limited lhan
discovery h court proceed¡ngs ãnd lhat the abiliiy to modify, vacale. or appeal an awad by an arbitrato(s) is slrictly limitecl,

You and we agree, upon written demand made by you or us, to submìt to bindìng arb¡iiatÌon alldispules. controversies, and claims, whether based on

contrâct, kaud, lort, ¡nlent¡onal tort, stðtute, regulât¡on, corlsiitution, comrïon law equity, or any olher legal basis or theory, and whelher pre,existìng.
present, or fulure. ihat arise out of or lelate to (d this Agreemenl your account, âny transâclion lnvolv¡ng yout'account, arìy service or product related

to ¡,our account, or any advertisemenls, promOtions, or orai or written statenlents relatetJ tc this Açreement or your account, {b) the relationshìps
that rcsult lrom this Agreement (including, to the lullest extent permitted by applrcable laq relatlonships with lhird parties whc are not paities to this
Agrcement or lhls arbitrat¡on piov¡s¡on) (c)         you   relationship with LE that relâles to this Agreement or any other agreement or relationship you have
wlth us that is not also subiecl to      a   diferent agreemenl to arbitraie, or   (d) lhe validlty, lnterpretation, scope or enforceability ol this Agreenrenl     o the
interprelation or scope 0t the Arbtration Clause {collectively, a tlaim'} All parties retain the right to seek reliel in a sm:ll clalms court for disputes or
c¡â¡ms \A/ithin the jurisdìctional lil¡its of the smail claims court. A[ lhe opt¡on of the firsi to commence aöitrati0n, you 0r we nËy choose to have lhe

arbitration conducted by JAMS ADR {'lAlt4S ) or the Amertcan Arbitration Association $AA'), or you and lve may agree Ltpon a differenl arbitrator.
ln any event, any arbifation under this Agreement shall be conducted in writing in accordance with the AAA Rules ("Rules") You aqree that this
arb¡tralion pr0vision    ¡s   made pursuanl to a fansâclion ¡nvolving ¡nterstate co¡¡merce, and the Federal Arbitraiion Act (the 'FAA) shall apply io the
construction, interpretalion, and eníorceability of this Agreement notwilhstanding any other choice of law provìsion contained in this Agreement.

Eìther you or we may initiate arbikation by giving rnrritlen nctice of the intentlon t0 arbifate t0 the other parly and by fiiing nolice with JAMS or the


2
AAA in accordance          r,vith   lhe Rules in effect at the time the notice      rs   filed, The notice shall set lorth the subjecl of the ûispute and the reliel requeslerJ,
at â minÌmum. The demand for arbilration may be made before or afler commencemenl of any litigatìon. You sltould contact the AAA ai 800-778-
7879 or www.aclrntg ot JAMS at 800152-5261 nwnlarnsadrcom for more information about arbitratìon. lÍ for any reason the AAA or JAMS is
unable oi'unwilling to serve as arbitratÌon adminislrato[ or you and we are unable to agrce oil another arbilratol, vre will substì[uLe anolher nalìonal or
regional årbitralion orqan¡zation,

Demancl ior arbltl'ation undei'this Agreement musl ire made before the date when any judicial action upon lhe same Claìm would be lnrred under
any applicable statüe of limitations;olherwise, the Claim also is baneci kl ârbilrât¡on. Any dispule as to whether any stalule of limilât¡ont estoppel,
waivel laches, or sìmiiar other docl ìne bars the ailritratìon of any Claim shall be deciderj by albihatìon in accordance with the provisions of this
Agreemenl,

Yol cannot loin togelher in a dlspute with anyone other than persons who use your accoljnt, although this iimitation dces nol afect the abìl;ty of a
purely governmental enlity Io instituie any eníorcement acLion. [ven if other people have ciisputes similar to a d¡spute lhat you and we have, those
people and their disputes cannot be part of any arbitraiion betlvæn you and us, A Claim bv. or on behalfof. other oersons will not be considered
in. ioinedwith,orconsolidatedwilh.thearbilr¿tion proceedinqq.þelween vou and us.anda Claim mav not bearbikatedon a classaction,
private attorney general, or other representative basis. Nolvrrithstanding anytilng tô the contrcry ¡n this Agreement, any dispuie reEardrng
                                                                                                                                               the
pt'ohìbitions in lhis paiagraph or about the enlorceabilìty ol the arbiüalion cìause shall be resolved by a court ancl not by the arbitrato(s)

\Uhere [he aggregate 0f aìlClaims by both you and us does not excæd $250,000, any expedited procedures prov]de.d in the Rules ("txpe.clrted
Præedures') shall apply and   a sinEle arbilralor shall clecide ihe Clainrs. Where the aggregate ol all Claìms by bolh you and us exceeds $250,000, a

panel of three arbiïators shall clecide all Claims tach arbitratoi whether or not acting Lnder [xpeditecl Præedurcs, shall be an active member in
good standing of the ba for any slale ¡n tl'ìe contrnentðl United States and shall be either (a) acLively engaged in the practice oi iaw for at least 5 years
or (b)a retired iudge

You and we açtee that ihe arbìlrator{s):(a) shall limil discover'/ io non"pnvileged matters directly relsrc¡¡                        ¡.   ¡he arbitraied dispuie:b)shallgrant
only rel¡ef lhal based upon and consistent wilh substantiðl ev¡dence anrl aipiicable sLtbslanlive law; (c) shall have authority to giant rercf onry with
                   is

respecl lo Claims asserled by or againsl you jndividually; (d shall provide a Drief writ[en explanation ol lhe basis lor lhe alvard upon the rcquesl of
either parly and shall make specific flndinqs of facl and conclusions ol                     lar,v   to support any arllltration alr¿ad that excæds $25 000"

Up0n wr¡tlen requesl by you, for clains up to                   $50000    we v/ill p¿y to the AAA or jAN4S the pcrtion of the arbilration filing tee that exceeds the cost
of filing a lawsuil irr lhe Tederal courI where you live Upon wrltten                rEuesi          iry you, r,ve may elect, at our sole discretion, to pay or advance some or
all of any remaintng arb¡tralion fæs ând other costs. The arbitralor will cleclde whethe¡ vre or you                         ultimtely will be lesponsible for paying any filing,
administralive or olher fæs in connection rvilh the êrbitration. lf you are the prevaillng party ¡n llæ arbilrat¡on, the arbit¡ato(s) may order us lo pay
some or all of your attorney, exper[. andlor witness fees. Any arbìtrailOn proceedings shall be conducted ¡n the fecjeraljudicial clistrict where we
mainlain your account, Judçmenl upon any award rendered in arbitratlon may be enterecl in any couri havìnq jurlsdiction.

lf you or we are seeking to bring a loined, consolidated, o¡ class action and il the portion of this arbifalion provision lhat prohibils the ¿rbitration

of joined, consolidated, or class aclions is deemed ìnvalid or rnenforceable, Lhen lhe entrre arbitration provis¡on shall be void anrl unenforceable
and severed from the          ml     of this Agteement. lf any portion ol lhis arbitration provisio¡ olher than the prohibltion against the arbifation of joined,
consolìdalecl or class actions is deemed invalicl or unenforceable, then that portion will be severecJ and the remaining porticns of thìs arbitr¿tion
ptovision wiìl remain valid and enforceable including the prohibition aqaìnst the arbitration ol joirìeci, consolidated or class actrons. Nothing in
this arbitration provlsion shall lìmit your or our right, whether before, rlurlng, or after ihe pendency of any arbilration proceedìng, to exercrse any
seif-heip remedies, sucli as          setof ot renossession and s¡le          of coliateral, or lo obtarn provrsional remedies (includinq bul noi ltmted to, injunctive
relief or intei-pleader relieû. You and \,ve agree that the taking of these actions or any other parlicipation rn litigation by you oi- us does nol waxre
any rìghi that e¡ther you or we have to demancl arbilration at any tìme wih respect lo any subsequent or amended Clarm liled against you or us
aller commencement of litigaticn belween you ancl us. This ari:ilration provlsion shall surv¡ve teminat¡on of this Aqreernenl and the closing ol your
Account

WAIVTR OF JURY TRIAL
This provlsion limits your rights toa jury trial. You should review this seciion carefully. lf (ù neither you noÌ we seek to compl arbitration of any

dispute we have related to ihts Açreei¡enl your account, or any fansaciions involving your account, or (ii) some or all of the arbitralion clause is
unenfcrceable and we are in             a   dispute in   a   court of law, then each ol us agrees to waive any right we rnay have to            a   jury trial to the extent allowable
uncler the laws of the state lhat govern this Agreenient.

Attorneys' Fees.        ln any actìcln lætween you ancl us in col¡rl, the pevaìlìng party shâll be                  eniiürj to ræover     its reasonabie aftorneys fees expended
in lhe prcsecutron or defense of lhe couri actìon from lhe olher party,

B,   Subsection    B    applies if you either reside in California or we maintain your accouni in California

JUDICIAL RTFERTNCT & WAIVTR OF JURY TRIAL
By opening oi maintaining the account, you agree that if a dispute, clalm or controversy of any kìnd arises out of or relates to this Agi'eement or to
your account ol any fansaclions involving your account, or any service or product related to y0ur account, it wili be resolved by judicial relerence
pursuani to the prcvisions of the California Code of Civil Piocedu¡e, Sectlons 638-645i inclusive unless lhe dispute, claim or controvetsy is part 0f a
class ðction. Th¡s      judicial reference provision limiis your âbility to lit¡gate claims in court and your right to a jury trial,                      By agreeing   to

                                                                                                                                                                                         f
                                                                                                                                                                                         .J
judicial reference, you and we waive, and shall not have, any rightto ajury trial. You should review this section carefully. Judiciai rcference              is   a
proceecling in which disputes ate dectded by a judicial referce who ræeives the evicience al a heai'ìng and {hen ìssues a statement oldecision upori
whÌch a judgmeni is based. You anci we agree thðt ¡he i'eferee shall have the power to decide all issues ol fact and lanr ancl reporl hislher siatemenl ol
decision hereon, and to issue all legal and equilable relief appropriate under the circumstances before himlher.

Iithel you   or we may lnìtiale judicìal reference by giving wrilten notìce of lhe intention t0 ¡n¡Uate jucliciâ¡ relerence i0 the olher parly and by
poceeding       rn   accordance with Califo¡nia Code of Civil ProcedLlre Section 638,

You and we agree. upon wrilten demand made by you 0r us, t0 submit l0 iudicial reference all disputes, controversies, and clarms, whether basecl on
conlracl, fnud, tort, ìntentional torl statute, rgulation, coistitution, common lan, equity, or any olher legal basis or theory, and whether pre.existing,
presenl ot futurc, [hai arise out oÍ or relate lo this Agreemenl, the account. any transact¡On involving the account, any service o| product relaled to
your account,0r any acivertisements, prom0Lions, 0r oral or written statemenls related to this Agreemefi or the account, the telationships that resuit
kont lhis Agreement (inclucling, to ihe Íullest extenl permìtted by applicable    lar,r, relationships wilh thrrcl parties who are not parties to This Agreemenl

or this judicìal relerence provìsìod, or the validily interpretation, and scope of this Agreemenl (collect¡vely, a 'Claim"). Ali parties rctain the riqht to æek
reliel in a small claims court for disoLrtes or clarms urithin the j¡-rr¡sd¡clional I¡mits of the small clâims cout'1.

You and we agree lhat a single rcferee who is a retired Califonria stale or federal court iudge shall be appolnted by the court pursrnnl to Caiifornia
Code of Civil Procedure 640 ard shall preside over the reference proceeding and try all ìssues, whelher of facl or law. lf the parties are unable to
agree upon a referee within len (10) days ol a wrìtten request io do so by any pa{y, then any party nry thercafter seek to have a referæ appointed
pursuanl to lhe California Code ol Civil Procedure, Sections 638 and 640, including submitting to the coult up t0 thre€ nomrnees who are relircd
state or lede¡al courtjudges.

You and weshall be entitled to discovery, and the referee shall oversee discovery and may enforce all discovery orders in the same manner äs
anytrial courtjudge.

Demand for judlcial reference under this Agreement must be made before the dale when any judicialaction upon the same CIaim would
be barred under any applicable staìute of limilations;otherwise, the claim also is barred injudicial reference. Any dispute as to whether any
statute of limitations, estoppel, waiver, laches, or other doctrine bars the judicial reference of any Claim shall be decided bythejudicial reteree
in accordance with the provisions of this Agreement.

A claìm by, or on læhalf      0lolher petsons   wlll not be consìdered in,loined with, or consolidated rvith, the judrcial reference proceedings between you
and us, Any such clai¡ will læ resolvai in      a   court of proper Jurisdictìon,

Nothing in thìs judicial reference provìsion shall limit the rìghl of you or us, whelher before, cluring, or after the penclency of any judicial relerence
prr:ceeding, to exerclse any sell-help remed¡es, such as set ofl or repossession and sale of collaleral, or to obtain povisional or atrlliary renedies or

¡njunctive or other traditionally equilable reliei sucn as fil¡ng ân interpleâder âction. You and we agree thatthe taking of these actions or any other
participatlon in litigation by yoir or us does not wair¡e any right lhat either you or we have to demand lLdicial €lerence at âny time w¡lh respect to any
subsequenl   o amended CIaim filed agaìnst you or us after commencemenlof liligation between you ancl us.
\bu and we agrce that the referce shal, not hðve êny aulhori¡y to requirc, as part of any relìetgranted, that you and we contìnue any relationship we
may have under lhts Agteement or othenryiser and shall provide a statement 0f ciecision stating the disp0s¡lt0n of each claim and ê concìse written
explanation of the basis lor lhe award. The referees statement of dæision shallcontain wrìtlen finclings of fact and ccnclusions of lani, and lhe coud
shall enter judqment thereon pursuanl lo Callfornia Code of Crvil Procedure Sections 644(a) and 645. The decìsìon of the rcleree shall then be
appealable as if made by the court.

Unless incons6lenl uvilh applicable lanl each party shali hear lhe expense of its i'espective altornev, exært, and witness fees, rEardless of which
party ptevails in lhe judicial leference. [xcept lor any filing fee if you iniliate jLrdiclal rcference proceedlngs, we will pay all 0í lhe remaìning judicial
relerence fees and other costs, including the rcferees fees rvhere required by law. Ihe referee will decide whether ne or you ultìmateiy will be
responsible for paylng any {ees or other costs in connection \,\,¡lh the judicial refelence, AnV judicial reference proceed¡ngs shall be conducteC
in the federal iudiciai diskicl of your iesìdence, and you wlll be given the opportunity to attend the proceeding and be heard. Judgment upon

any stalement ol decision rendered in judicÌal relerence rray be enlered by lhe cou{ tnat acpcinted the judicial referee or any other cou( wìth

lurisdiction.

lf any portion of this jildiclâl relerence provision is deemed invalid or unenforceable, the remaining poriìons of this jLrdicial reference provisìon will

lemain valid and enforceable This judicial reference provision shall survive lermination of this Agreemenl and ihe ciosing of your Account.

Attorneys' Fees.       ln any actiOn between you and us regardless of whether iL is proceeding ìn court or in ludicial reference. uniess ¡nconsistent w¡th

applicable   Ìaw,    each party shall bear the expense of its respæ[ive atlorney, expeü, and wìtness fees, regardless of which party pre.lails rn the matter,

3. ACCOUNTOPIRATIONS
New Account Verification and Other lnquiries. We may rnake ¡nquiries that we consider appropriaie and use lhird flârly sel'vices t0 help us vetify
yoi;r icie*it\4 obtain information regading yoL:r previous banking relallonships and determlne iI we shoulcl open, maintaìn, collect or close yoLr
account. We mây also report the statLs, hislory andlor closure o[your account to thid.party sen ices.

ldentification. To help the government frght the fundlng of tenorìsm and money laundering actlvilies, fecleral law requiies us to obtain, verify, and


4
record informat¡on that ìdentifies each person who opens an accounl. Foi' these reasons and for our internal purposes, when you app\r fs¡ ¿t
accouni, we wili ask for information thal wi¡l allow us to ìdentÌfv you. We may aiso ask for yoLtr cJriver! license or olher ideniifying dæunlents

0wners. You appoint     ali other account olvners and authorìzed signers as your au[horzed açents lor ail purposes reiating to yoL.lr account incluclirrg,

but not linliled lo, endorsing checks, slopping payment, making deposìls, making lvithdrawals, 0bla¡ning ãccount ¡nfomation, making li'ansfers fronr
the account, closlng the account, or pledging or assigning the account A wilhdrawal from your accounl by any accouni oviner 0r aulhorrzed signer
wili discharge our obligation to you with respeci to the amount i,vithdrawn. regardless cf the source 0r ovvnership of ine funds in
                                                                                                                                 tfu account. Any
accounl owner ol a inultiple parly accoint may add a new olvner cr alrthorìzed signer lo the accounl. We r,.ny requirc a new signalure card belore
any change tn ownershÌp or authorized signe;s l.r."comes elfective We may, cui ai'e r:ol reqtired to honor ê requesl by you lo prev."nt a withdiawaì
or transfer by any olher         âcctinl owner or authorized         signer or [o renrove another accounl ownei' or aulhorizal signer from llæ account. A service
charge may apply    we honûr he requesl, and llou agree to indemnify Lrs and hoid us harmless flom any loss or clarnage lo yol ol anyone else that
                        ¡f

resulls from out honoring the requesl. You nay be asked to siqn addit¡cnal dOcumenls or agreements ìn conneclìon with the request.

Assignment ol Account, No piedge. assignmenl, ot olher transfer of any account, whelher ny gifl or oiherw¡se shali be binding on us iinless
ackncwlerlgeci by us in tryiitinq      lh    ess i4re aqlee   otherlise   iri writing, tlie accounl wiil rernain subject tc our nghts   oT   sel ofí even af[er we recerve
notice of the translet We are nol leqLtited to âccepl            ü   recognize an attempted assignment ol your account or any ìntetesi. in it, includ¡ng il nOtice of
security lnierest, excepl as required by law

Accounts are Transferable 0nly on 0ur Records. \{e reserve the ight n0¡ lo acknou/ledçe 0r accepl any åtlemptecl transfer of an account

Authorizalion to Pay and Debit the Accouni You authorize us lo pay or l',rithdrar¡,r ïl¡ris from Ìhe account. vr,l[hcut any notice l0 you, on ¡he order
ol any account cwner or authorized signet or on lhe oder oi any personal represenlat¡ve, guardìan, conservafor or custodian of any account olryner
kven ii appointed      ìn a slale o¡ country other than the one in whìch we maintain your account) You autlmrize us to honor orders to pay oi'r¡¡jthdraw

funiis receivecl by    us lront any of these persons in writing, orally, or electronically {including by telephone}

Powers of AttorneylAgents. We ma¡, but arc not requtrec to, honor orde$ and inslrucl¡ons concerning your acctiunl by an alloritey,¡n,iacl lor any
accouilf Ownel oi' an authorizeci sìgner, or by a personal represenlative, guardian, conserrrator or custodìan of an account owner. v, ou should notify us
in advance if you plan lo use a ¡:ower of attorney involving yollr accounl We may require that a porivel of ailorney be executed on a form acceplable

to us,lhal the power 0l âtiorrcy cûniain language satisfactory to us andlor that ihe aitorney-in íact pesent the original pouer of altoinery before ure
honor the orders or inslruclions of the attcrney-in{act. We nray iestrict the types ancl dollar amount of transactions an aäorney"in{act may conduct
We may tel minate acceptance of a power of attorney at any                 ljne and for any reason and wìthoul        nol¡ce to any accounl on'ner oi'any other person. lf


of the atlorneyjn'facl are bindinq on all accouni owners. lf uie accept a po,rver of attorney, we may continue to recognize and honor the aLthority of
the åtlOrney inJact until we receive writlen nolice of revocêt¡on             ü   termlnalion of aulhority and     lrve   had a reasonable time to act on il, We assume
n0 duty l0 nnnitor lhe actions of your at[orney-in facl to ensure that (s)he acts Tor vour lænefit,

It¡'ou make your checklxok, your clrccking accounl numbel your ATM or check card, ol personal idenlificaiion numbers and/or secuÍty cod€s
                                   pur¡rse of iransaciing business on your account, you agree to assume filll responsibility for any errors 0r'
available to eny third person for the
wtongcloing perfori¡ed or caLlsed by such third person, You are responsib¡e to us tOr any êcliOns 0f such third person, regardless of whether those
aciions excæd lhe authority given,

Service Charges;Other Charges.              Y,ou   acknowledge lhal you have been provided 0ut current scheduie of sen¡ice clrarges and.                     if   applicabie trteest
late-c for   youl accouni You agree that           all service charges and any interest iales applicable lo tl¡e account      r¡ay be changed by us lron tìme lo time as
sei forth in this Agreemenl. You agree lhal we mêy debii kom your account, even if your account is dormant, abandoned, cr unclâimecj, \ryiihOut any
further notice or dei¡and, all s.orvice charçes applicable to your accounl, as well as chaçes lor the purchase of checks,                       cJrafts,   and other proclLrcts
clr services otdered by you from or through us. You agree ihat if your account ìs closed cjuiing a statenteni cycle. ai account ciosing, we rray charge

all service cnarges noi yet posted l0 your accounl for thal slatement cycle. We shall not læ llable for faìling io pay any ¡tem presenled againsl your

¿ccount if the ¿vaiiat¡le balance is ìnsufficient to pay the item, even           if   thc insuffìcient available balance resLrlts solely from ciebiting these service and
oLher charges       tror     Vour ¿caount

Processing and Posting Order. You aulhorze and agr€e ûat we may, in our soie discretion, delernline the order lhai we process and post credits,
debits and holds to Vour accoUnt. Yo¡ ¿þ¡ ¡¡1¡0r¡Ze and agree that the order endlor mannet in r,vhch u,e process and post CredìlS, riebits anCl
holds nay      ury   by the poduct, service, âccouni type or $pe of transaction, vo¡ also authorize an'4 agree that we are allowed to pay or authoíz_e
sonie credits, tieblis, and holds, anC decline or teturn oihers, in any order we deem approprìate, The order in which we pr:sl crediis, debits and
holcls to lcur accounl may not be the sarne as the oder in which you make the withd¡awals lrom 0r oeposits to your accounl You agree thai any
orderinwhichweplmessandpcslcreciits,debirsandholdstoyouraccounlwìli notbeanabuseof discietion. lltwoormoreiteinsarepresented
for payment f rom your accouni 0n the same day, we may pây 0r charge the items to your account in any order wilhoui regar"d io any contrary
instrLtctìons   fom   you, ercn il payinq a particidar itcm or items causes the avaiial¡ie balance for your account to be insufficienl ic pay one or more
Olher items thalotherwise could have been paici, which may resLilt in llæ occurrence ol additional or olher serv¡ce charges that 0ihelvnse may
not have occurred" We may pay ilems drawn on us, debit your accounl for ary servìce chaçes and oiher amounts ïhai you owe us under this
Agreemenl       ü   otherwise, and we       nay    exercise any rights of set oll we may hðve against the accoLnl beJore we pa¡i             an_v   other ilem

if an item lryas iniuated at a point'of-sale ¡erminal or is a VISA        trançction or ATM lransaction, you        agr-ee thal we may   chaçe the anount of the iLeri


                                                                                                                                                                                       5
to your accounl or place a hold on .vour acccunt ¡n lhe amount requesled lry the merchant ìmmediately upon au[horization of such transaction,
even lhough we have no¡ then actually received lhe item for paymenl, We will make payment for a lransaclìon only after the actual transaction is
presented [o us phlsrcally 6¡ 6lsç¡6nically. tach such hold will reduce the Available Baiance in ycu accollnf by the amount of the hold.

Telephone Calls: Calling, Monitoring and Recording. When you gìve a telephone numler direclly to us or place a lelepnone calllo ui yoir consent
and authorize us to place calls to you at that number. You understand lhat a "telephone numlæi' includes, but is not lir¡ited lc a cell phone or other
v¡ireless device nLlmber ancl 'calls' include, but are not iinriled to, lelephone calls, prerecorded 0r ari¡ticial volce message calls, iext messages, and
calls made by an automatìc telephone dialing systcm from Lls or our alfiliaies and agents As examples, we may place calls to you about fraud aierts.
deposit holds, anci amoun¡s you owe us (collection calls) on your accounts. This express conser{ appiles to each telephon"o number lhal you provide
to us now or ¡n the luture ancl permiis such calls regardless of lheir purpose Calls and messages may incur charges from youi conimunicatìons
provider.

Ycu consenl and aLlthorize us tc monitor, ancJ to record, telephone convenatlons and other electronic collmunications you have wilh us and wiih
Our rcpresentalives for reasonable bLsiness purpoæs, includlng security and quality assurance. \{e wili not remlnd you lhat we inay lle mon¡toring
or ræording a call al the outseÌ 0f the call unless requirecl by law to do so.

4. ACCOUNÎ STATEMENTS AND NOTICTS

Periodic Statements. ll we have a deliverabie acldress on file lor you, we n4ll mail or dellver to you perìodic statenents for i,our deposit account at
approxìmately monthly intervals uniess we spæify lo you another interval peilod when you open your account or thereatler. The account stalement
wìl¡ describe each item by item num[:er (where appropriate), amount, and date of debit or credit. For certain types of accounls, the periodic statemenl

ntay Lr accompanied by lhe ìtems or ¿ facsimile oi those ilems listed on the statement, unless the item or an image of the itenl ¡s unavaìlable for any

reason, for example, when an ¡lerr is electrcnically pi'esented (or re-prcsented) for payment against vour acccunt. lf we comply ruith the foregoing
provisions ol this Sect¡on, you agree thai the statement and ilems all have been made available to you in a reasonable manner. We will noi be

responsible for any indirect, special or consequenlial darrages under any circumslances for 0ur inabìlily to provlde copies 0f checks.Off liabiliLy, lf
any,   wi! nof exceed the iace amounl of the check          in question

[4ailing and Availability. Petiodic statements and canceled checks, to the extent we have agrced to provlrle eilher of lhem lor your account,
and written notices ol dishonor or rclurn oi unpaid deposiled ìlems, cr any oiher noiice or communicalicln, may be rnailed to you âr. tlæ addrcss
shown in our records ot a forwalding address lor you ìf one is on lile with lhe U5. Postal Service" Hov,rever, we will not mail any account ¡nformation
lo an ¡ddress lhat theU.S. Postal Service has infonred us is indeliverable'or otherwìse invalirl. \Ale Lrse rcasonaille elforts to nrarntain the first

slatement(s) returned as undelivenble for srxty (60) days, or such longer period oltime as may be required bv applicable law. aller whìch time we
may dtspose of the stalement and orig¡nal itenr. However, we retaìn printable versions ol your account statements fol seven (7) vears. or longer
periods as may be rEulred 0y applicâble law. You êgree to give us wr¡tten notice of any change of your acidress. Periodìc slatements, and wrilten
notices of dishonor or retum of unpaicl deposited rtems, or any other nolice or communication, rray be delivered io you electronically if you have
agreed to receive such notìces and commun¡cations elætronically. Notily us promptly if you d0 not receive your statement by the date you normally
would expect t0 teceive il. We may, but âre nol required to, change the address for you in our ræords if the U.5. Postal Service not¡les us of a new
address for you, and you waive any and all claims againsl us that ariæ in conneclion with any rnail forwarded to you or sent to an address for
you suppliecl to us by the U.S Poslal Service. Any accounl owner 0r authorizecj signer of               a   joint âccount may change lhe mailing address lor your
accOunt. Notice [o any One account owner shall constitut€ notlce to all j0inl accounl owners in a joint account We nray make statements, canceled
checks (if applicable lo your account) notìces or other communications available lo vou try hoiding all or any of these items lor you, or delivering
all or any of these items to you, in accotdance tvith        youi reguest 0r ¡nslruclions.     lf nie hold statements 0r notices to you at your request or because
you laiì lo provide us with a cunent adcìress. they        r,vill   be deemed delivered lo you when they are prepared (for held statemenls), mailecl (for returned
maiI) or othenvise made available to you,

Errors; Unauthorized Transactions and Forgeries. 0ur records regarding your accounts will be dæmed correcl unless you linrely establìsh with
us tlæt n'e made an errol lt is essential lhal any account er¡crs (including nlsslnq depos¡ts), unauthonzed tiansactions, alle ratìons, unaLrihorized
signatures, unauihorized or forged endorsemenls, iorgeries. encocjing errors, pOst¡ng                e[0rs     (sLlch as debits   ol credits posted twìce debits posteci
as credits or credils posted as debils), unauthorized or disputed fees (of any kìnd) or any other improper transactions 0n your åccouni                      kolieclively
refereci to âs "exceptìons") be repoiled to us as soon as reasonably possible.Otherwise. we mall nol be llab¡e for lhe exceptìons, v,ou agree lhai you
wlll carelully examÌne each account slatement 0r notice you receive and                €port   any exceptio¡s to us prompily af ter you receure the statemenl or
nolice Ycu agrÊe to act iil a prompi and reasonable manner in rev¡ewÌng \,our stalement 0i notice and reporting any exceptìons to                         us. lf you dc   nol
rcpori an exceplion to us within lhirty €0) days after we send or make the statement oi notice availabie to you, vou agree that we wjll not be liable
lo you for any loss you sulfer relatcd t0 thai elicept¡on ând that you cannot lalel dispLrte the trcnsaclion amounls and infornralion contalned in the
slatemenl- îhis means that,   ìf   you   c10   not repori excepi¡ons tc us wimin rhlr ty (30)    cJays af   ter we send or nnke the stalement o¡ notice available
tt  you, i've wll not reimbulse you for any such disputed amounls or anr¡ loss you suffer, inclucìinç, bui not linritecl to, any amounts losl as a ¡esult

of: paying anv unauthorizecj, forged, or altered item, or paying any other item alterec or lorged by the same wronqdoer if tle paid the other item

befOre we lecelted nottce of any ol lhese exceplions lrom you. Ëxcept as provided by applicable lar,v, you also agræ thal we will not be required to
reimburse you for any exceplions caused by your own negligence Different rules nay appiy to iîenis thal are electnnic fund iransfers ln any case,
you agree lo repay us prompily any anlount credlted lo your account in erro¡ and you autlrolìze us to debit your accounl lo obtain paymeni of any
erroneous crediI




6
Record Retention.l re will retain any iteni paid on your account lor a period of fifteen          (15)   business days from the date lhe ¡tem posts lo ycrur
account. We will ret¿in copies oithose items for seven 0) years.

5. ACCOUNT TRANSACTIONS

Signatures; Facsimile Signatures,       \,Ve   rnay relr¡ on each signature on a signaturc card   foi-   the account or on prior aulhoriz€d ilems in all transactions
cÕnnected wilh lne account. We are nol requrecl l0 âct upon instruclions lecelved by fax transmìssìon. voice mail or e-mail, lf you use a facsirnile
signalute or olher mechanical or eiætronic device for signing or autlenticating ilems dmwr 0n your âccounl, you assume the entire r¡sk Lhat lhe
fasimile signatLrte or device nia), be     Lrsed improperly or by an unauthorized person. We will not reimburse you or any other person for llems                 ilrawn
in this fashion by any unauthorized person or by any person who exceeds his or he¡              authoiity to do     so, and we may honor all of these type      itenu
presenled to us. You agree to indemnify and hold Ls harmless from ali losses resilling from our honoring an ilem in any instance ¡n which the
item beats or purpoûs lo tæar a f¿csimìle signature rcsenrbling a signature on file wilh Ls, regarclless ol by whom or by wlnt means the actual or
plrpo(ed       signature was affixed to the item, You agree that signalures by yrrul authorized agents ieg. persons acting under a power of atlorney) are
valid, even if the ptincipâl-agenl relêtioìlship ¡s not indicated on ihe check or insü ucUon,

Check Signature Verification. We may process certåin checks mæhanically, basec on the informaiion encoded on the ìtems. Although we may
review checks from iime to tìme, you agree ihat reasonable commerciai standards do not require tls t0 d0 s0.

Items not Searing Your Signature. lf you give information abouL your account lo a third-party who represents to yoi.r that, in the orclinary course of
its business, it will present unsigned items, remolely crcated checks or demand drafts, (i.e., iterm which do not bear your aclualsignature, but purport
to be di'alvn witlt your aLtthorization) tor payment 0r lniti¿te transiers from your accounts, lhen any item initiated by that person will be deemed
aulhorìzæ bv you, even though they do not contain your signalure and may excærl lhe amounl you aLfhorized lo be charged, ancl may be charged
to your accounl This provision shall nol oblìgate us to honor such ltems. We nny refuse lo honor such items withoul cause                   oi   pr-ior nolice even if we
have honored slm¡lar ¡iems ¡n lhe past You êssume the entire risk Lhal the information you furnished                nry   be used improperly or by an unaLthorized
penon. lVe wìll not rcimburse you ot any olher person for i[ems drawn ìn lhis fashion by,:ny unaulhorìzed person or by any person who exceeds his
or her authority lo do so, and we may honor all of these type items presentecJ to us.

Wire Tlansfers. When lve accept a wlre fansfer payment order inslucting payment to you or to your account, we will nolify you of our receipl ol
payment by ¡ndicat¡ng the amount ¡n your account statemenl lf the payment orcler cloes not specify an account, we may depos¡l the paynænt lnto
any account that you maintain with us (includ¡ng joint accounls) Your account stalement will   tx the only notìce of receipt which we will provide you,
ênd no ¡nterest will b€ paid 0n \,vire transfer payments deposited into your accounl unless tlæ account otherwise pays interest. You agrce to pay alì
charges for wire transfer services staled in our schedule of service charges, as amended from time to time Payment orders wili nol be accepted
until execuied by us. We reserve tlæ right lo refuse to accept any paymenl order. lf lhere is ever any inconsislerf,y ôr conf llcl between lhe account
number and lhe name ol a ræipìent on an instructlon or payment order. ne may rely exclusiveiy on lhe account nunlber and lænk identilication
number contained       ¡n   a payment order rather than the name lf yoLL give us a payment order that ls enoneous in any way, you agree to pay the
anounl ol lhe order whether or        not the   eror could   have been detected by any secur¡ty procedure we employ. Amendments to a paymeni order
musT be      providal to us at leas[ lhree business days prior to oLr exæution of lhe payment order,
                                                                                             \A/e may record any telephone conveßations ôr data

tr¿nsmissions that lniliate or amend payrnent orders The change nte on a return paylnent order shall be the rate ln effect atthe trme lhe relurn is
receiveri.

lnsufficient Available Balance and 0verdrafts. ll your availablc balance            is insilf¡cienl t0 pay lhe lotal amount of items presented aqainst        yout
account, we rnay. at out optiOn, return any ol the items unpaid or pay arry or all of lhe items, even though payment will cause an overdrafl of your
accounl We tnay return any ilem at any trrne it your avaìlable balance is insufficient to pay that iiem, ewn l[we previously have pe¡mille.cl ovedrafts
You are not enlitled to rely on any prior acl by us vrith resæct to your accounl Our election io pay overdralts rloes nol establish a course ol dea¡ing
belween you anci us or modify ïhe lerms of this Aqeemenl you agree lhat, if your available balance is insufficienl to pay any iiem prcscnted against
your account, you will pay promptli¡ both ou¡ service charge lor handling and gocessing that item and ihe amount of any overdralt withoL{ lurther
notice or dernancj. Your failure to pay these amounts pronrptiy may resull in additìonal service charges lo your âccoird, \rye may use subsequent
deposits and other ctedits io the account to cover any overdralt and any charges exlsting in your account. tacil accounl owner wìll be joinlly anr)
severaìly liable for the charges regardless oT which accounl owner is responsible for their occurrence ln the event you fail to pay tne amount of any
overdraft anci all assocìated senrice charges and we reler your overdi'awn account l0 an atloney for ccllection, you agree to pay all reasonable
expenses, including without iimitatiorl        altorney! fæs and courI   costs, ìncured by us as a result of your account OeinÇ Oveidn!vn. These charges are
imposed on items created by chæk, in.person withdrawal, ATM withdrawal, or other eleclronic nteails,

lnter'Account Transfers,        ll you are an owner of two or more consumer accounts lhat we allow to be linked, you may, by separale agreement,

designate one of those accounts as a secondary account lor¡ which funds nay be tmnsfered t0 cover items (individually and collætively ælled a
'tovered item) presented
                         for payment out of anothet primary accounl. ll you make lhis designation, either al the time you open yôur accounts 0r
latet, and if lhe availabìe balance in lhe prÌmary accoun[ ¡s insufficìent t0 pay me am0unl oT any cûvered item at the tinæ of presentrrrcnt, lhen we will

automatically transler frOm      ll€ secondai'y account      inTo llæ prìmary account the specitic am0unt necessary t0 pay thal covered iiem. You agree              lo
pay the currenlly appllcable service charge each tíme iunds are fansferred out of your secondary account and into your primary account l0 pay a

covered itefil. We will have no obligation to pay any coveied itenl       if   the combined available balances in the secondary accounl and pimary account
al the time the covered iten ìs plesented to us for payment are ¡nsufiicient to pav lhe covered item, provided however, in our sole discretion, we may
eilher: {Ù fansfer lhe alailable funcls ln your sæonclary account l0 the prlmary account and pay the ìiem, although it may câuse an ovei-ciraft subjeci
tc the provisions regatding overdtaíts discussed above; or         ûi) not transíer the available funds from your secondary account to           yotr   pi"imary account,


                                                                                                                                                                            7
and yolrr primðry ãcccunt lvill be surject to the provÌsnns regarding insulficienl funds and overdrafts cliscussed above- Vfe lviil have no obligation
to pay âny covered item i[ the secondary accourrl is in rjormant, inaclive, or fozen stalus. In this situatìon, il no funds are iransferred, you will not be
assessecÌ any service charge for the transfet but your primary account wili be sLrbjccl lo the provisions regarclìng ,mufficienl available balances and
overor¿f ts discussed ab.rve

Stop Payment Orders. You may rec¡uest us t0 stop payment on any chæk, drafl or similar written ordei or insfuciion drawn on your account by
giving us lhe infotrralion ive may request, includinç the accounl numkr, the ilem number; the date ol the ìtem, the payee of the itenl, and the exacl
amount ol the item, and by paying out stop payment service charge, We will search íor ya;r item bV computer, s0 it is essenlial thal all ¡nformatìon
you qive us ile accurate lo be elfective, we must recerve any stop paymeni order rn time lo aflorcl ls a rcasorable opportunìty l0 acl We will conlrrm
¡'our oral stop paymen¡ orûer in wriiing, and the infornration inclucled in our written conlirmalion wlll be conclusively oresumed to læ conect unless
you notify us wiihn fourteen fi4 Cays ol the clate of the confirmation. Conlirmed stop paymenl orders wrll be conlrnued in eflect for a period of
                                                                                                                                                  two
(2) years  kom the date tlte initiaì oral stop payntent order was placerl or such oLher periorl of lirne as reqLred or Lnder applìcâble la\r¡, regulâtion of
rule (inciuding, but not l¡m¡led to, iiìe UCC as enacted under any applicable ìaw regulatìons issuecl by the Fedelal Reserve Board ancl rules issued
i:y lhe Nalìonal Cleainghouse Assocìat¡on) A confrmed stop payrnent orcler wìll exprre al the end of the hvo-year period unless
                                                                                                                                1,ou revoke it at an
earlie¡ date oi' tenew if in u'rit¡ng for an additional two-year peiiod and pay our sto0 pâyment service charge You may not stop paymenl on an item
if lve have verified to the payee thai the available balance h Voilr accoL,nt is sufficient to pay such ltenr, or ìf we have accepleil thal ilem by paynell

or othetwise. Any accounf ownet 0r authorized signer mav place a slop payment ordet, ancl we are not requiled lc release a stop paymenl order
unless recìuesleri to do so by the accounl owner or the author¡/ed signer $rho requested it You agree to indemnify us and hold us harmless frcm
and against any loss, damages, ancl expenses (nciLrding altorneys fee) we nry incLrr by reason of our refusal to pay any ilern upon whicii you have
siopped paymenl. lor stop paymenl orders on pre-authorized eleclronic lunds transfers, please refer to the Eleclronic Fund Tnnsfer Disclosu¡e
Statement in this booklel

lllegalTransactions. Yori agree that i,ou will not use your accounl Íor any lËnsêction that is illegal in lhe jirrisdiction where you lir¡e, ln the juriscliction
whete the transaclion is consurnmated, or ì1 êny oiher jurisdiction allected by the transaction You agree lhat it is your responsibility lo detennine
the legalily of each of your transact¡ons h all applicable ¡urisdict¡ons before eniering into the lransäct¡on. You acknowledge anii agree ihat we lwe
no obligation to nlonitol lo review or lo evaìuale lhe Iegality oí lransaclions on your account, YoLr also agree that you will not Lrse 1lour account in
conneclion with anv lnternet or online garnbling kansaction, whether or not ganrblìng is legal in any applicable jurisdiction. !\¡e reserve ¡he tight to
reluse or relurn any ¡tem thät we belier,,e is relaled lo an illeçal transâclion, an lnlernel or online gambling transaction or a high+isk fansactìon. To
lhe lullesl extent permitted by law, you aEee to pay for any itern that you authorized, even if the transaclion re¡ateC to lhat item is deternlined to be

iilegal

6. DEPOSITS, COLLTCTIONS, AND PAYMTNT OF ITT[4S
Deposits. We may requlre a nlin¡mlrm initìal deposlt to open an account, You may make additional deposits of any amount of $1.00 or niore
accompanial by a cOnlpleted deposit slip (unless yout cleposit ìs by elect¡onic funds transfer) eithei' in penon, by mail, at an ATM, a nÌghl clepository,

or bv electronic ftlncs transfct. \tfe ruy charge lor deposjts, and r,re also mav refi:se to accepl for deposil or colleciion any ¡iem you offel ior ct,"posit,
accept all or any parl of a deposit for colleclion on\4 or l¡mil the amount ol the deposil ll your deposlt is other than cash, for example, chæks, we
may without prior notice [o you (except where prior notice is requirecl by larv) place a hold on the account for the amountof depositecl items for
the approximate periocl of lime it takes
                                       Lrs to verify lhat the iterns will be paid. During lhe holcl perìod, inlereslbear¡ng accounts will earn interest in

accordance with the inlerest schedule ltems accepted for clepositand draln on a non-U,S. institution may be subject to a service charge \{/e may
accept an item foi deposit to your account lrom anyone and wìthoirl questioning or verìfy¡nQ the authOrlty of the
                                                                                                                         ærson mak¡ng the cleposit. Any
ttem thal we cash or accept for deposit may be subjecl. to later verllication and final paymenl. We may deduct lunds from your account if an item
is lost (uniess such ¡tem was losl due lc Compass Bank s negligence) stolen or destnyecl in the collection process, il it is returned to us unpaid. or if

il was inpropedy paid, even if yoL; have alreaciy Lrsed lhe funds. Cash depos¡ts are also sublect to iater verifrcation. Credit lor any item we accept for
deposit lo your account, includinE funds thai are deposited by elecfon¡c transfe¡ is provisional and may be revoked            ¡f   the item is not finally paid, for
any reas0n, in cash or its   equivalent   We nlây give casÌr back to any aulhorizeci acccunt signe(s) or agent{s) in connection with ìtems payable t0
any   olner, whe[her or   not lhe ilems have been endorsed by tþs ¡\a,r*', ¡f you make a deposi¡ ot pâymenl that ]s ilol âcconpanied by insln.rctions

lndlcaiing holv or where ii   io be aediled. we mav apply il at our discrction to any loan or deposit account any of you ma¡ntã¡ns w¡th us, \ /e n]ay
                              is

endorse ancjlor coil""cl items depositæ to your account vüithout yow endorsement, but rlay lequtre your personal enclorsement plior to accepting
an iiem for deposit. lf you deposit an ¡tem that flears lhe endorsemenls of more than one person or petsons who a¡e not known to us, we may
refuse the item, rcquiie all endorsers to ln present, or rcquire that lhe enclorsemenl be guaranleed by ênother f¡nanclal inslitrfion äcceptable to               L.ls

before we ¡ccept the ìtem.

Our policy on the avaìiabiiity of cieposits ior withdrawal is ciescribed   rn   the Funds Âvallabllity Disclosure portion of this bookle|

Collection as Agent, ltems dellverecl i0 'Js for depôsit 0r collection are i'eceived by us as your agent for collælion ancJ at your risk. We nay accepl
an item for collælion only (such as a returned deposiied ilem or an iiem clrawn on a non-U.S. tnstitut¡od and impose a service charge for attempting
ccllection ol the itenl, ln sìtuations where we accept an ilem lor collection onlii we will noi give you cesh cr an oflicial check for the itenrs untiì tne
ilems have been paid. We are 0llligated only to exercise ordinary care in handling and collecling iiems delivereci lc us for deposit 0r collection. We
shall not be liabie for lhe misconduct, neglecl insolvency, mistake, or íault of other pei'sons or eniities, or for loss or destrLrtion of any iteir in lransil
or in the possession of others or for loss of use as a result of thefl, iìre, or olher event beyond our reasonable control. lf any item depositæ io your
account ls payable by a payol lhat is nct a bank we mãy seûd ihe ìtem direclly l0 tnat payor. ltems payable through another bank n'ny be sent


Õ
direclly tc lhal bank or to colleclinE agents $/h0 l¡kewìse shâll have the right to send lhe ilems d¡recil, t0 the bank on which they arc drawn tr ¿l
urhich they are payable Payment of these itenrs mev b€ accepted in cash or drafts and ne¡ther we nor any collecting agents shall be liable for lailure
lo collecl such dralts Each collecting ðgent deemed to be your agent. No collecting agent shall be liable for loss arising kom any act or omÌssion of
another agent                                              's


Check Cashing For Others. You should not use voLrr accounl t0 cash checks for others v,rho are ¡ot well knou¡n to you. hlthough we may make
lunds provìsionally available to you and may lake sleps lo determine whelher a chæk wìli be paid, you ae responsible tor any loss tlnt occurs if the
check is returned to        Lts   for any reason (e.g., because it is counterfeit) Our employees cannot plomise lhat checks cjrautn on c¡ issued by us or olher
instliuL¡ons, inclurl¡nq cashiers checks, will be pairt.

ACH Credits. Credit lor an aLto¡nated clearinghouse (ACH") fansfer is provisjonal                     unll   final   payrent   is received by ihe payee-s financial institutìon.
Until ¡hat happens, lhe           pô(y originating      the transfer is not deerned to have mâoe payment L0 lhe benefic¡arv, and the payees bank is entitled to a
refund of the provlsional credit. lf we give yor provisional credii for an ACH transfer. but do noi ræeive final paymeni, you become obligated to us for
the fuliamounl without prìor notìce or demand.We a¡e not required to llive you a separ¡te mtice of our receiptol an ACH transfer. lf we accept ACH
credlls tc your account, you wili receive nolice olthe cledit on your nexi. regular"perioclic statement, Allhough we may send notice oia non-ACH
incoming flnds transfer ie.g.,          a wire),   we assume no obllgation to clo so. You also can conlact üs t0 determ¡ne if a transler has been crediled io your
accounl.

US Dollar Cash Deposit Limitations, BBVA Compass will irnpose iinriiations on the amoL;nt of US tlollar cash deposils oy non{esideni                                     cusl¡rters,
Under lhis policy if you are an indivìdi¡al niho is not a US rcsident, the aggregate amount of US rlollar cash cleposils that may be made inlo vour
account during any calendar month rs limited lo $4,000. This limilation will noÌ apply to deposits n€de by check 0r Òther j-lon-cash deposits At our
discretiOn, we may ât any time tl4lfroL[ prior wrilten ¡roiice to you            (exepi where prior notice Ìs required by              law) eslablÍsh or cnange the aggregate
US dollar casn deposit iimil by posting the maximum US dollar lìnrii in each of our banking centers, We reserve the righl lo refuse any US rlollar cash

deposit tliat exceeds. or tryoulci cause the aggrEate of such deposìts to exceed, our established aggregale US dollar cash cìeposil ltir¡talìons.

Joint Deposits.      lf an account is a joint account or a P.0.D account (including a 'Totten" trust acccLrrrù, our rìghls ancj liabilities Tor                paylent      of any
sLms on rieposil shall be governed by [he laws of the state in vuhich we nrintain your account.

Deposits by Minors, Agents or Trustees. A deposit accepted f rom or 0n behall ol a minot at our option. and subjeci lo applicable law may be                                     paicJ

[oorforlheminolandthepaymenlshail bevalideventhoughnot executedbylhenl¡norsguardiari, clrstodbn,orlegal representative.Wherea
ciepcsit
       is accepted from an agent, ttustee or othel representative, we do not have lo inquire as to Ihe aLtlhoriiy of ihe reoresentatìve, ând the c,eposlI

may be paid to lhe accounl owner or to the representative wilhout inquiring as to the disposìtìon oithe deposit.

Uniform Transferto Min0rs Act (UTMA) Deposits. A gift ol money to a rninor-named as beneficiary of a UTlt4A account ls ir¡evocable. wili be
consideled made in accorciance wìlh thÊ provls¡ons 0t êppl¡cable state statutes governinq uniform translers to mrnors, ¿nrj shall include all interest
eanrecl on the accoLlnl,

Check Endorsement Standards. lf you deposit checks into your account, you are responsible for the conciìtion ol the back of the check when it is
deposited. The back 0f the check             ¡s usecJ   dur¡nÇ lne check collection process io record the identìfic¿tion of banks processrng the check. lvlost of lhe
back of the check is reselved lor bank use. Ycu agrce that the endorsement of the check rnust be contained in the payæ endorsement area, which
ts   limited to l'1/2 inches frolr the trailing edge of the check on the back, The trailino edqe 0t lhe check                  ¡s   def¡ned as the lett side of the check lookrng
al it lrom the konL Any wrilinq, stamp, 0r mârking 0ulside of lhe payee enrJorseirent aleê may delay lhe proper reiurn of any unpaicl check ycu
have deposiled. You aqree to indemnily us kom any loss or liabilily, includìng attorneys {ees, tkt may be caused by your failui"e lo adhere lo lhe
endorsement starldards of the Federal Reserve Syslerr.

Foreign Currencies. Deposits in folggn currenciL.s will be corve{ed to                 U   5 dollais ¡t tne exchange rate           in effect at Ìhe time cf final cojtectlcn   \bu
lviil be responsible foi- verii¡cation ol any exchãrue rate ìnformation pmvided bv us in advance cf final colìecUorr. Exchange rates may fluctuate
siqnificanlly in a short periorl ol lime. Y¡u bear ali exchange risk related to depcsits of foreign currency.

ATM Depositories, Night Depositories, Direct Deposit, and Deposits by Mail.Our ATMs night depositories, direct cieposìi serr¿ice, and deposit by
mail service   ae    for your convenience We arc not account¿ble for rJepos¡ts mar1e in thls rnanner until the deposii is aclually accepleel and processed
bv our authorizeci emplovees. Deposiis made in lhis manner will be posted to your account on lhe date acceplai by our authorized employees, Oul
records arc conclusive proof of what depos¡ts \ ,€ rece¡ved fiom you ihrough ATfvi deposrtoriet night deposilories, 0r the maii serv¡ce, lf any dlrect
deposit is rccalled, ne are authorizeci lo ievese the deposit without prior nolice to you, except :s otherwise reqLtired by lavrr. Your clain that an item
was depcrsìted, which is now missing, wili ¡'lot creale a presumpi¡on that there is a missing item or Inat we falied lo act wìlh or¡linary care

                    -ihis
Chargebacks.         section applies t0 ilenls that yolr deposit or cash ln the evenl a cashd or deposited itenl drawn on us (an                             "on
                                                                                                                                       us' item) ts
deiermined by us nol t0 b€ ilayðbie lol any teason or a ceshed or deposited ìtem rJrâwn 0n any other payor is rcturned to us lor any reason, nrithout
regard lo tvhether the other payor rciurnei the item lo us læfore its deadline to do sc. v¡e may chaçe the item (a ''chargeback ilem") to your accounl
or to any accortnt of which you are an owner {including any j0¡ni accounl) or an aulhorized signer \À/e rnay debil all or parl of a chargeback item lo
your account even ilrjoìttg sc results in or caLrses an overdrafl of yoLir accounl and regardiess ol whether lhe ¡tem can be physìcaliy returned to you,
You waive nolice of dislionor in connæiion wilh any ltem thai is noi finally paid in full and that we charge back to your account. We may recover from
you ðny amount wiihdi'awn by you against a chargeback ltem. ln the event thaï our d€b¡t 0f all or part of a chargeback ilem results                                ,n   0t causes ¿n
ctterclrall of your account, vte may obtain ancj rela¡n possessìon of the ilem, if it           is   ôvailable untiiwe rccover from you the amount of any overdraft                    ol

                                                                                                                                                                                            9
yortr accolrnt end for a reasonable iìme lhe¡eafler lf oLr deUi ol all or part of a chargeback itern that is an "on                ui       item does not result ln 0r cause an
overclrall. of your accounl, oui deadline for return [o you ol the item, il il is avaìlable, shall be six blsiness days a[ter rrye make such determination. lf \,ve
are notìiìed tha[ any item for which you received payment or credit lo             lcur acccunl   is nol properly payable, you agrce that, w-iihou[ notice to you, we
may aulnotize ihe drawæ bank to hold the item and try to oblaÍn paymenl. !i/e will not lnìlially decide urhether a cashed or deposited iÌem has been
improperly returnei; if yol believe that ã cashed or deposiled item has been improperly returneo,,vou shouid contaci !s ¡nlmed¡alely. We will nol be
responsible for faiIng to pay âny ¡tem presen¡etj ¿galnst your accounl belore a deposit becomes evallable for withdravral, as set forth above, if the
available lalance in ¡cur accounl, withoul regard to such deposli, ls insullìcient to pay the item, as provìded in Seciion 5.

Service Charges; trror Co¡rection. We may oebit a service charge from your acccunl lcr each depositeci ilem that: is relurned to us L:npaid {wiælher
for the fii'st or a sLrbsequent       ti¡e)   Sears an unauthorized signâture prior t0 deposit, has been altered, eGsed, delaced or mutilatecl; or ts incorrectly

described on the rleposil slio. Erros in posting, addition, subtraction and calculation, rvhether by ycu or us, are sublæl tc correctron by Ls at any time;
ptovided thal we may not be obligated to correcl certaìn errors ii you fail to notify us of the exceptions in a timely manner as described rn Section 4.
You agree to rcpay Ls promplly anr¡ amount credited ic 1'our account in error, and you au¡horize us to charge yOur âcc0unt or âny Cllher äccounl Of

whìch you are an account owner, to oblain pavment ol any erroneous payment or crediL,

Allocation of DepositslSplit Deposits. You may requesi that ihe total amounl of a deposit be allocated                     h portions ãnd cred¡ted               to inlo multiple
accounti which may include a loan account. We may,                 in our sole discrelion, declìne any split deposìt requesl and iequirc tl."at tlrc deposit be macle
inlo one accoLlnt. ll a holci {as desc¡ìbed ìn the Depos¡ls sub-seclion above) is placed on all or any pofion of the depostt, the imld may be placecl
on dny one accounl to which funds were deposìled for tlæ lolal amounl of lhe hold, not\i/ilhstanding the spiil deposìt ln lhe eveni                                 a   deposìted ilem
becomes a chargebacl( ilem, we mây debit all oi' pall ol the chargeback item lo any one accouni to which fLlnds were deposìtecl, even                                    ìf   dorng so
resul[s ill or causes an overdraíl of the accounl

Stale and Postdated Checks and Checks Bearing Notations; Miscellaneous. We ma¡r in our discrelion and wltholrt notìce to you, eilher pay
oi return any check that is presenled to Lrs for paymenl rnore than six 6) monlns alter the dale cf thai check (a "stale-dated' check) even if the
prcsentêliOn Occurs afler the exprraiiOn o¡ a slOp pêyrxent            oúer   We normally do not exarnine lne dale on checks presented for payment. You agree
thal   ì,ve   aie not reiluired tc identily stale-dated chæks or to seek your permission lo pay them. We also may. in our discretion and wilhoui notice
io you, eilher pay or        relun   any chæk we receive oefore the daie on thal check unless you have complied w¡lh any applicable statute regarding
postdated checks and you have provided us wilh notice of the p0stdaling in tlme for us [o have a reasonable opportuniiy t0 act on it before ihe
chæk      is presenteci to us for pavment        \bu¡ notice aboirt any postdated chæk musì       be given in the same nranner ês a stop payment order and must
provide lhe same informalion rcquired ior stop payment oders. Each postclated ¡tem cclverecj by â notice 0l postdatrng                             \,vilÌ   F   sublect to a servrce
charge, We niay disregard any inforrnation on an item drawn on your account o[her lhan lhe siqnalure of the authorlzal signer, lhe amouni of lhe
ilem, the date of llæ item 6ubjæl to the provis¡ons 0f this Agreement reg¿rding stale ênc' postdated check$, ihe account number the endorsements,

and any olher infoi-mation vuhich  appars in magnetic ink at the boltom of the check. Althoirgh r,ve are not o[rligated tq we may pay or accepl checks
and olhel items beailnç restrictions or notalions {e.9., 'void afier 6 monlhs,' "iwo signatui'es required," "payees endorsement tequìredJ "nol good for
more lhan $(amount), 'void if not paid in (nurnber) daysl "payment in fulll' and the llke) whether on lhe                  h   onl or back, in any form or format lf you
cash or deposit ôn ltem oi wrÌte a check with such a notati0n, yolr ðgree ihat it applies only between you an{i the payee or maker. The notatìon                                    \,vìll

have no effecT on ls, and you aqree to accept responsibility for paymenl o[ lhe itern We sliall havc the right. but no: the cbligalion. i0 process any
ilem ihal is r¡aier¡ally inconpleie or has been allered.

T.WITHDRAWALS
You may withdraw pai"l or all of your accounis avaiiable balance. Any account oirvner              0r-   âulhorized signer 0f      a   loint accounl may w¡lhdraw all 0r pari
of lhe available balance in ihe account, regardless of wllo depos¡led the fi¡nds inlo lhe account. We accepl no responsibility or oblígat¡on. except as
rcquireri by law to supervise or revieni the use of your accounl

Restrictions on Withdrawals. Your accounl may be subject io ceriain ti'ansaciion l¡mitetions, which are shown ìn the disclosure provided to you at
fhe time you operteci your accounl We may âi any time and withorf priOr not¡ce lÕ you {except where prior notice is requrred by lalv)esiablish or
change transaction lirilations for any account lf these iiml¡alions are exceeded, you will be subject to any ch.lrges in eftecl at tTc                             tmc    ln adrJition,
we may stop paying interest on an intefest"beârinç accounl, or we mey ciose lhe acccunl rivithoul prior notice lo you bxcept where prior notice
is   requìrei bv laid. We also irny rEuire yûu l0 prov¡de notice beiore you may withdrairv nnney konr certa¡n tyges olaccounts. Althougl'ì your
signature card, resolutions or your checks may indìcate that             nue   lhan one siqnature is required    or   checks anci for the vvilhdrawal or:ransier
ûf iuncs, tnat notation       ¡s   pr¡ncipally for your cwn purpose. We expresslv disclaii'n a duty Lo enforce muliiple signatrre requìrements. As such, we

expresslv disclalm a duty to confìrm thal two 0r more (cr any combinatiorù ol authoirzeci users have approveC êny trânsâction. We may acl upon the
instructìons      ol ordel   of any one aulhorized signer.

All clæcks writien on youi account must be drawn in U.S. clollars. We may (but are nol obligated tot require suitable ìdentilicatlon and/or presenlation
0f accouni ownership records lor any wrthdrawal or account closure At our discrel¡on, we may require ail ol your signatures for the wiihclrawal ol
funds and/or lhe closing olany accounl. We may f€qliire noncuslomers to fuesent L$ wìth suitable ìdenliÍication, lncluding valid phOto iilent¡{¡cation,
in conneciion wiih lhe cashing ol your checks al one cT ol'offices.

Cash wilhdrawaior paynenis at any branch nray be resticteC due 1o the lirnited amou¡il of currency o:¡                         h¡nd    lf   ne do nol have sulficienl cash for
a large wiihdravral or       paylent, we may make arrangeinenls lor           a latel cash paymeni or offer lo make payment with a Bank check \,Ve assurne no
responsibility to provide personal protection for customers who eiecl io carry large sums of money                    of   of our premìses Wrthoul prior wrilten nolice



10
io you, ne may place a iiold on yot¡r account ta cover a claim againsl your accounl 0r l¡e may pay                lln source of the claim when   we ræeive arry


ol|a court cr other gcvernrrental agency), regarclless of lhe form or manner in vrrhich we iecejve the notice, cla¡m,0r couit order and regardless ol
whether we arc a nanted prty to the notice, clain¡, or cr:uri order. \4le will nol be responsrble for retilsing t0 iel you witltdraw flnds fom the account
or tefusing to pay ¡tems pesented âqa¡nsi your accounl while the hold is in effect or aller yle have paid fLtnds to the source of the clalm

Conllicting Demands/Disputes. ll lhere is âny controveisy, cìispute or unce*ainty regarcJing the ovunership of an accounl or ils lunrjs, th,"re are
conllicting demancls over ils oi¡rne¡ship 0r conlrol, we are ilnôble i0 determine any person's autho|ity to give us ¡nsvuct¡Ons, or we lælieve a
transaction inay be fraudulent or may violate any law. ure may reluse 1o pay any Íunds [o anyone unlil we are satisfieci that tne contr0versy, d¡spule
or uncertainty Ìs resolve.d, or we may continue to honor the auLhorlly of account owneß and authorized signers as telleclsl on our recbrds.
Specifically, we ma¡¿ in oLr sole discrction:
                                            (1) keeze the accoLlnl and reíuse lransactions
                                                                                               until we ræeive u¡riüen proof (in form and substance
salisfactory to us) of each peson's tight anti authority ov€r the accollnt and ils fltncls; (2) refrse transaclions and retLirn checks, marked "Refer io
Makei'(or sìmilar languagd;{3i require the signatures of all authorized sìgners for the withdraw¿l of funds,lhe closìng of an accoL.inl, or anv change
in the account regardless cf the    nun*e¡'ol     ar.¡thorizecj signers on the acccuntj t4) p;y oi olfer fc p¿1: Ing ¿¿ç¡¡¡nl balance lo a courl of appicpriaie

iurisdìction, nanlng all of ihe claimanls t0 the âccount äs deíenclants in an interpleader action {you agree to reimburse us for all expenses we rncur
h ar ]n[erpleacler action, including allonteyb iees and cosis, and we rnay obtain reinrbursemenl oi those exp."nses from your accounl without
notice l0 you); ðndlor í5) conlinue to honor chæks anci olher insiructions given to us by pelsons who appear as authorized signers according to our
records. The exlslence of lhe rignts se¡ lorth above shall nol impose an ob¡igation on us to asser[ sucn rìghts or to deny a transôc[on. We will not læ
responsible fot any danuges you       ilay   sufrrer as a resull oi   cur relusal lo aliow you or anyone elsc tc wìtndraw funds due lo the cort¡ovelsy, dspute


dislute or i:ncertainty

Legal Process. We may coniply wilh any wrìt oÍattachn'ìent, executicn, garnìshmenl iax              ¡ev-v,   iestraining order, subpoena, wanant or olher legal
luocess which we beiieve (correctly oi olhemìse) to be v¿ljd. lf nie are not fullv reimbuned for our recoriJ research, $otocopying and lændling
costs by the pariy that seived the process, we may cliarge such costs io l,our accoun[, in addilion to our mirrimum legal prccess fee. vnu agree to
relmburse us for any cost 0r expense, inclLtcjlng altonley fees, which we incur in rcsponding lo legal process reläted t0 y0ur accounls. We r¡êy ngl
pay interesl on äny funds we hold or sei aside in rcsponse to legal process YoLr agræ that we mav honor legai                 pmess that is served personally      Lrv
mail, or by   lacsimile lr¿nsnission at any of our offices (including locations othet than wherc the lunds, recorcrs or         properL.ri sough. ls held) even   ii
the law requires personal delivery at the olfice where your accounl or reconls are rnaintained You acknowledge that accounls opened with trust
or fìduciarv designations (eç , "XYZ, lnc. - Client Trust Accounl") may be srbjæt to ìevies and otner ¡egaì prccess againsl your propettv unless our
records clearly reflect llæ exisience ol an expless written fLrsl         ü courl orCe[
Ph0t0c0pies. Checks and other items are sometimes lost during processìng or while in fansìt. lf a photocopy of a chæk or other item that âilp€ârs l0
be drawn on youl accounl is presented to us for paymenl in place of lhe origÍnai, ure.nlay pny the photocopy ìf i¡             ¡s   accompanied by a represenläli¡n
from another financial institulion ihal the origlrìai iteiri has been lost or ileslroyed,

8. SUB-ACCOUNTS
We nray establish two "sub-accountí on our books for ceftain deposit accounts lf ne   ekxl to establish tte sub-accounls, ìt r,vill not ¡flect thc othcr
telms a¡d condil¡ons of your accounl or this Agreemenl, the lecjeral Deposil lnsurance protection afforded on ¡rour account, the ìnterest {if arry)
paid on your accoLlnt, the servlce charges ¡mposed in connection iuith your account, or the Trltth ¡n sâvings cjisclosure given to you.
                                                                                                                                          Both of the
sub'accounts will retra¡n your accounls, but will be used by rc internally to manaçe your funds. The flrsl sub'accounl will qualiÍy as anrj be trealed as
a"sävlngs deposii account" for lhe purposes ol Federal Reserve Board requlations. You authorrze us to fansfer funds betleen tlæ two sub,accounts
consislent w¡lh Federal Resene Boatd iegitlalions. As such. we must âdvlse you lhal lhe rEuiaiions rcquire that we reserve lhe righttc require at
least seven days'vuritlen notice prior to the wiihdrawal or lrcnsier of funds from the savings sub-accouni We do nol cuiienlly exercise that il!ht wiih
respeci t0 lhese savings sub'accoutlls. ln lhe evenl we determìne to exercise thal righl, we wilÌ close the savings subaccount anci transfer ali flnds
b¡ck to your curreni acccunl åild .ease ihe sub'account agreenent vnur deprsit and witndrawar capabilitres a¡e not affecled by our e¡eciion tc
eslablìsh the sub-accounl.

9. DORMANT AND ABANDONTDIUNCLAIMEO ACCOUNTS
Dormant accounts may be suiliec¡ t0 â serv¡ce charge baseri on lhe dcrmanl stailts. Chårges are not reimburseC for lnactive or don¡anl ¿ccounts
thal aie iater reclassified as 'aclive.' lí funcis are remitted to the state you mav fìle a clair¡ i,vlth lhe slale to recover lhe lunds, Fot sæuritir reasons,
we ¡nay refuse a withdtawal or tiansfer frcm accounts ue internally classì[y as dormant if we cannct reach ycu in a limelr¡ fasilion io cont¡ffi lhe
transaction's aulhorìzilt¡on. ln the case of inte¡esl-bear¡ng accounts thai Secome do¡mant, ue als: may leduce ihe rale of inleresl or cease paying
inlerest as ciisclosed on lhe appllcable schedule of seivice charges anci in accoidarcÊ with applicabte slaie law. Once an account is ciassitied as
being in domant siat:s, you should contact lhe bank to fequest that tne accoLni be reclassified as ?ctivel' Simply conduciing a tranxclton on an
account ciassilied as dormani wlll not næessarily cause the âccount t0 b€ reclasslfied as ?ctive'. \¡1¿e may be requirccl to lransfer the baiance in any
account that ¡-emains dormani, or tnat is otherwise considered "abandoned" or "unclaimed" l0r lhe per¡od 0f íme described bv the la\,vs of the state
where we maintain ycut account (ot, if applicable, the laws of lhe state of your last resìdence as shown on our lecords) lc that siate as "abandoned"oi
"uncla'meC" property.




                                                                                                                                                                         11
iO, SET OFF
You acknowledge that. except as othemise pnhibried lLy law, we liave the nght lo chaqe or set olf against tlour account any Ìndebtedness or
other obltgations wh¡ch you or âny owner                 ole   us, at any time,   withoul any fiirlher notice to or demand on you, whether the indebtedness o¡ other
Obl¡gaLions exisï at the ilme lhe         accou¡t   is   opened ot arise later. The indebtedless includes, \,vitholû limitalion, ail cliarges and overdrafts incured on
aily accOunl you hold $/¡in us Ybu agtee lhat we niay sct ofl against the accounl any clairn whìch we have aOainsî you tllßhout recard to lhe sourc€
or ownership o[ the funds on cieposit in the accounl and without reouilement Lhat the claim be owed tc us by all ol the account owners You also
agtee lhal, lo the extent allowed by law, we may sel off any Ìndebtedness or other obligations which you owe us under this Agreenænt againsl anr¡
other acc.ount or property in which you have an orvnership interest thôt is in our possession or control.

ll.WAIVTRS
You waive and agree tnal we may waive certain                   lEal requircmenls      called presentmenl, demand for payment, prolest, notice of prolest. and notice
of dishonor with respect to any and all items for which you recelved payment or credit kom us. No departLrre by iLs f om lhe provìsions of this
AEeemen[ or any waiver of any fees and cha|ges rvith respect t0 youí Account shail conslitute        a waiver by us of any fwther right lo impcse any
charges or enfolce lhe provrsiotts oi lhìs Agreen.rent or a coirse of dealing cliflerent from thc lcrms of tnrs ,{greernent

I2, OTHER STRVICES
lf you have chosen to receive any of our other Banking Selvices olTe¡ed ln conneciion lvith ycur accounl, sLrch as Chcci< Carcls, ATlvl carcis, overilraft

lines of credit and online bankìng, we may provide the specìfic terns ancl conciilions of lhe addilional serv¡ce to you in a sepanle âgreement or
disclcsure.

13.    INIEREST INTTRTST REPORTING
Interest will be paid 0n inteiesLbearìng accounts at the tlmes and al the rates adopted from lìtre to lime by us. 0n each interest paymenl date,
inlere,t will be paid only ll on that rJate, the ledger balance for the account is EUal t0 ü n]orc than the min¡mum amount required by us ¡n order for
you t0 receive tnlercst on that account. Ai any time and without priol notice to you (exced where prior notice is reQuired bylai¡,,) we may change
lhese retes and minimum ledÇet balance amounls or discontinue lhe paynrent of ìnleresl, The originally effeclive intercst rates and requued
minimum le.dger balance amounls are shown on the inleresl scltedu¡e prcvÌded to you at the iime you opened your accounl, and a schedule
containìng cunent interest rates and requiræ ntinìmuÍr ledger balance amounts        ìs available lo yOu Llpon tsquest lnterest paid to you is reportabie to

the lnternal Revenue Servìce as havìng been received by ihe lirst account o\Árner shown on the signature carC mainlainerl for the account. We may
b€ required to w¡thholci a portion of your intercst paynænt anc remrt il t0 the lnternal Revenue Servrce
.I4,
       CHANGES TO ACCOUNT STATUS
Converting Your Account, We reseive the rrght to change your consumer account to a business accoLlnl ilwe determine that it ìs used for business
purposes (meaning that the account is nol used primarily for personal, family, or household purposes) Your account nuy be considered a business
accOunl    if,   amonÇ olher reasons, it fils inlo one or more 0f the follon/ing exampies: yow accoLnt has a business nâne; deposits include se.dit card
drafLs: yoLlr account has over 100 withdrcwals per monlh: deposits regularly contain over $2,500 ¡n cesh: or your account has over 10 deposits per

monlh

lf we discontinue your          lype of accounl we may convert your account lo another lype of accounls. We may alsc converl yout accounl to anolher
type of account based on ow evalLnlion of how you use the accounL                          lf   we conveft your ðccount, \4/e w¡ll provide you w¡th ¡nformation containing
the terms and conditions ol your new account.

Changing Checking or Savings ProductlAccount Type, lf you should change kom one checking oi savings ploiJucllåccount type tô anolher
rluring the slatemenI perlod, your account will be subject to the periodìc charges and fees and requirernents of lhe new producl/accounl type for
lhe entire periori,

l5.APPLICA3LE LAW
Except as otherwise provÌded by law, this Agreeirient and all accounts aie governed by the lav¡s of the stale wherc we mainlaìn your account anC
applicable iedetal laws and regulalions tn eflect from time to tirrc and are suoject io any applicable aulomaied or olher clearinghoirse ruies and
regulattons A determination that any provision of this Agreement ls ilnenforceable or invalid shall not affeci the enforceabiliiy or valioity of any
other provisìon of this Agreement. For purposes 0f this Agræmenl, your account wiil be deemed to be mainrained ìn the state where you opened
your account Your accOunt ¡s coiìsidered to haire been opened: if you opened youi' accourlt in peísOn, at lhe branch off ice where you opened
your account; if you opened your.accOunl by nlall, al lhe location where the maìl r¡¡as received by us; or if you opened yolr account electronically
iincluding by telephone) and your addtess is in a stale where                 lrye   have l¡ranch offices, in the state of your addrcss at the lime you opened your
account; or       ¡f   otherwìse, in Aialrama.

I6. ADDITIONAL PROVISIONS
Checks, Check prices vaq, ðccordinq to the types cf checks you select. Ycir can obtain information on the cu;'renl price of checks lry contaciìnq us.
Check charges may vary from time to time wilhcut specifíc not¡ce to you. You are respons¡ble for veíily¡ng lhe accuracy of all inlorn¡ailon shown on
your chæks and deposit tìckets. lf yotj find an eror. please notify us inureriialeiy. We are not liairle for losses resulting fi'om incorrectly printed checks
or cìeposit tickels. lí you d0 nol purchase your clæcks thlough us, we may chaqe a fee for each check that re¡ecls during processing due to poor
cualtty ot other teæons You agtee nol. io ìssue chæks wilh leatures or marks tnat obscurc, alter 0r Ìmpa¡r informati0n                        il
                                                                                                                       ihe frOni or nack of a check
or that olherw¡se prevents ils or another bank fronr capturing such information ciuring automated cnæk processtng. You agi'ee to safeguard yol"rr
blanK and cancelled checks, and tc take reasonable sleps t0 orevent their unauthorized use if your chæks are losl or stolen, you aqee to notif y us


12
immediately For securlty rcasons, we reserve lhe riçhl to ciose your account and tlansler the balance lo a ner,v account. ll we do, all checks wrÌlten
bul nût yet paid may be relurned lo payees with notations such as "Account Closed" or "Refer to Maker.' You wlll be responsìble loi- issLting any
replacemenI checks.

Closing Your Account. We reserve lhe right to close your accclunt ai any time, for any reason or for no reason, withoul ihe necessily of piior written
nolice lt \,ve clOse youi account, we will nolify you by rnaìl or teiephone that we have closed your accounl unless ycur account has had a zero
balance for lhirty (30) days or nnre. lf    yor   have agreed tc receive notices electronically, we may nô¡¡fy you eiectronically. We may (but rJo not            lnve
to) nai! yoLi a check lor lhe available balance in your accouni, oi you             nay   pick up a check for iiie ¿vail¿ble balalrcc at our oflice Written notice that
the accoL¡nl has been closed and a check,         ìf    any, vlill be sent lo any address   sholn on   oLlr ræords for you, or if the account is a jo¡nl accoun¡, io any
account owner to whom we elect lo send            it.   Once we have closec your accounl you aOree thal we can:
.        Refuse lo honol any checks you have written or any other ite¡¡s lvhich are presented to             ir iol payment   aflel wp have ciosed your âccolnl,
'        Refuse lo coilecl any check you have deposited in your accouni, to collecl any check you have depodled to your closecl accoilnt. 0r t0 ilccept
         any automate0 leposiI lo your accotrni
.        Assess any service charge oiherwise applicable aQainst ani, ¡s¡1¿¡¡inq balarice in yout accounl

We ¿n: not respo¡tslble to yoL: lor atty damages you rt-iay suffer as a resuli of yorr accounl rrerng cl0scd li you atiempt to m,lke ¿ rjep0s¡L l0 ån
¿ccounl we closed Õue lo non-pay,rtenl ol an ovedraft ol otherwise, we n"ay collc.cl the deposii and set ofl yoLr indeblecjness to us and collect a
seniice charqe from the amount you deposi[ed. Any lunds in excess of 91,00 will be rcturned to yoL¡,

We reserve lhe righl lo reluse your reqrcsl to close ycur accounl. if your accoll¡tl is not iiì goôd standing. ll you inlenc to close your account, you
should noÌify r,s Sirnply reducing your account b¿lance to $000 is ¡nsufficienl notice and nay resull in addilional fr:cs charqed lo your ai"count ll
you close ycur accouni yOu are responsible for fansact¡Ons you inii¡aled or aulhorized, inckriiing rhose tlæi we receive afler the account is closed.

Indemnification. Except as otherwise set Torth in ihis Agreement, ycu agrce lo Ìndernnify, defend a¡d hold us harmless Írom a¡l claims, aciions,
pioceedings,lines. costs ancl expenses (inclLtding, wlthout lim¡tation, altorney fees) related to or arÍsing oLrt of b) yoLr actions and onrissions ln
connætìon with youl accounls 0t out servlces, and {d our aclions and om¡ssions, provided that lhey are taken/omitled in accoldance wiih lhis
Agi"eenent or your lnstruclions This provision shali sun¡ive the terminatìcn of this Agreement.

Survival ol this Agreement. All provisions ol thls Agreement, including, buf not limìted t0 the dspule resoli.:tìon provisions contained in Section                 2,
shall survìve the termìnaiion of lhis Agteement or closure of your accountß) by eilher party for actlons arising in ccnnection vrith this A!rcenlenl 0r
your accounl(s)

AmendmentslChanges             to this Agreement We may allend or change (adci lo, delete or alter) the teims of this Agreement from time lo time upon
grvìng prìor nolice to you. Amendments 0l thìs Agreentenl may include modifying  ald cieletiç existing provisions ând addìng nevu provisions. We
agree to provide yr:L: notice of any amendment (except an amenrJnlent benefitìng .vou) at leasl thlity ß0) Cays, or a longer period ìf required by
leW before that ¿mendme¡t becomes efective by maìling you notice of lhe amerdmenito the i¿st aildless shou/n on our recolcls, electronical\¡ it
you have agreed to receive such notices elætronically by making the rrotice available vlìth lhe periodic slatement of your account (as applicable)
by posiìng nolice of lhe aniendmcrtl lr: our offices, or by posting nolice olthe amencJment on the SBVA Compass webste or 0nllne tsanklnQ (if
applicable). We may, but are not rEuired to, give you nolice if the amendment will be lo your benefll lf there is nlore than one accouni ownet, we
   send the notice of amendmenl to only one of yor.r. 3y continulng t0 mainiain your account, conducling a transaction or obla¡ring set vices 0r
\ryill

products relating to this Agreement or your account afler the anrendment becomes effective, you agtee tc lhe anendrnert of lhis Agreenent V/e
also rny, in our sole discretion, substilute services or discontinue certain kinis of services, prorlucts ancl accoLlnts, and place lestrictions on cerlain
t\ipes ofâccounls. lf we discontinue the kir¡d of accouni,vou have, we can lransfer your acccunt balance to another ly¡:e of account, In ihat case, we
wìll maÍl ycu a nolice at i€ast thuty {30) clays before the transler {akes efect By continujnçl to maiitta¡n volr act.ount, conduci a lransaclion, or obtain

seruices or ptoducts ftor us after lhe I ansfer i¡kes e[,ecl, you cxpressly lgree lo ïhe change in {he kind ol accounl you have

Sevetability. lÍ any one or more of the p¡ovisions containec in this Agrcement shall for any reason be held invalid, ìllegal, or unenlciceable for any
reason, such holdìng shôll not ìnvaìidale or render unenforceable any other provisions oÍthis Agreement, To the exteni permiüed by applicable law
the patties hereto waive any provisiOn oi law which prohibits or renders uneniorceable any provisÌon iereol and to the extent ihat such wâiver is
nol permiiied byappltcable iaw, ihe ¡ærties intencl lhat such provision lx inlerpreted as modifre.d to the mlnimum exlent necessary to ieitder such
provision enlorceable.

17.   ËLECIRONIC BANKING sERVICIS
We may provicìe you with an ATli4 carcl, check card or other device o[ secilriiy cocie to access vour accounl elætronically or you may be requilecl lo
create one      oi more security codes lo   access your accOunt electror ricallir Please review ihe agreemeni that govelns the use of and ihat cotnes with
tlie card, device or ihe securily code carefully.

You agree      ic use lhe card, devae or sæurity code only          ìn ti"ìe manne. and for the purposes described in the applicabie agreement, lf you        altempt
to use the catd, cleviæ or security cotie in any other nanner or for any olher purpose, we may rciect lhe lansaction, or ai our discretion, we nay
complele it wilhout incuiring any obligatlon ia honor tne same type cf lrãnsaciion in ihe luiure We maj- ienninate a ca¡ci, clev¡ce or sÊcurily code ãt
any lime without notìce to Vorl

¡n Ordel t0 prevent unauihorized access t0 ycur acccunt, you agree               lo maintain the coniiclentiality and securiiy oi the card, devìce   o   securiïy code
You      agræ io   not1fo us immediately if you believe your card, dev¡ce       $   secur¡ty code may have become slbiect lo unauthorized use, We may

                                                                                                                                                                           '13
suspend or cancei your caid, device or security cocie even r¿vithout ræeiving such notice fronn you            ¡f   we susp€ct your calc, device 0r securìty code
is beinq used in an unauthorizecj o¡ frauclulent           manner You agree that lhe use oi the securiiy code const¡iules       a   conmercially reasonable secl{ty
procedure loi vou

You understanC that anyone i,r"ho obtains your securily codes rnay access your accounts and may ¡nitiate lransactions on your accounls li you
permit anl,olher person to use ycur card or your secur¡ty code ôr otller means t0 access your accolrnls, you are rcsponsible for all transaclions
initiated by such person.

BBVA Compass ['lobile Eanking. BBVA Compass Mobile Banking S.^rvice allows clsloi"ners lo obta¡n ceriâin services vÌa a cell phone or other
handheid nlobile device, as describeci below (ihe Mcbile Sanking Service"), This seciion of the Agreemenl contaiirs the te¡ms ol use fTerms of
Use')that specifically apply to the Mob)le Banking Service. SBVA C0nìpass may assìqn or deieqate any ü all of its rights ând responsibililies under
these Terms of Use t0 one         ü   rmrc ìndepencienl contractors or other thircj part)¡ service providers, and any rights or resgcnslbìlities       so assigned    or
deleçaTed may      Lre   exercised ot peformed by either BBVA Conrpass or its seivice provider. ßv using the lr4ob le Bankinç Service, you agtee t0 all Õi
the terms and conditions of lh¡s Aqreement, spæifically including but not limiteci to îhese           ïprns oi Use.

ln order to access the [4obile Bankinç Service, yor nl st have 0 a handheld device that cal'ì sencl and receive intormaiìon usirig llæ teclinology

that supports this Mobile Sankinç Service (an "iligible Mobile Device") and (ii) all infornration reqllrred to €nroll, \rynìch will be ciescribed ¡n the BßVA
Compass Mobile Banking Application ('Mobrle Applrcation) al the time of enroÌlmenl Eligìble Mobile Dev¡ces necessðry tc obtarn the h,lobile Banking
Servicearedescribp-cionlheBanksWebsiteaiwnw.bbvacornpasscom/golmobile.3B\tACompassmayupdateEligiblelvlobileDeviceskontime
io time The lechnicai standards required to access anrl use the lüoblle Banking Setvice {the "lrilobiie Technical Standalds") vary annng the iypes of
ËltgibleMobrleDev¡cesandie¡econlrnunicatÌonscan'iersthatsupporlThlsSen¡ìce,       TheMobileTechnicalstanciarrlsare¡iescribeclontheBanksWeb
sìte, ând mêy be Lrpdatec        kom time to time to rellæt changes       in the tæhnology thal   suppofs the Mobile Banking Servìce.

Wlth the M0bile Bankitg Senrlce, you may use youi fli0ible Mobile Device lo access certain accounis that are nlade available tc you through lhe
Mobile Applicatioti þach, a "Motrile Accounl), and -vou may use your ilìgìble Mobile Device to {t) view balances ancj recenl transactions for each
Mobile Account: (ii) make immediate, one"lir¡e l'anslers of funds beiween your Mobile Accounts: and (ii0 access acidilionai se¡vices tl'at rnay be
availabìe thrcugh a Mobiie ApplicaLioll Additional terms and condilions {Addendum"or'Addencia) may apply in orderto access certain ¿ddìtional
services thal may be availabie through a Mobìle Application Your use of the h4obile Bankìng Service will æ governecl by thrs Agreement, all Addenda
and all other terms and conditions in agreemenls governing accounls you may liave r¡vjlh us or servlces we provicle to you.

We do not currently charge ycu any iee to rcgìster ior or access the Mobile Banking Service or to download any Mobile Applicalion. Howevet
you may incur charges to receive internet, cellular or oiher clala sen{ce on your tligibìe fi,lobile Devlce. You may also ìncLrr charges from your
teleconlmunications carier when sending and receivirg intormation in connectìon wilh yoLtr use of the N4obile Banking Service.

You are responsible for mainlaining the sæuriLv of your Mobile De.vice anrl any securily codds) yoLl have createcl fol the purpose of accessing
the Motile Banking Sei'vice, and you ate i'esponsible for all transactions you iniriate o authorize using lhe Mobile Banking Service. lf you allow any
person l0 obtaìn or to use your lúobile Devlce or security code(s) you will have aulhorlzed that person l0 access your Mol)le Accounts, and you
agree lhat you will lre bound by any agreements thal person accepis or acknowledges electronlcaily through the Mobìle Banking Senrice. Notify
us at once if the phone number fot tTour Mobìle Device is changed or service to your il4obile Device is terminatecj, or if yoLt lælieve               tlrt   your Mobile
Device has been losl or deslroyed, or if you believe that your secur¡ty code(s) has been conrpromìsed, or that your lvlobile Devìce or any of your
Mobile Accounts h¡ve been accessed ot             Lrse.d   without your auihorization, or if any ærlodic staiement shows a transaction on a Mobile Account lhat
you did not rrake, including anv unaulhorized transaclion rnade via the Mobile Banking Service Contaclii-tg                 ß   ¡mmediãtely by telephOne will help
you avoid responslb¡l¡ty for unauthoiÌzed transactions anci w¡ll help you and us reduce possible losses.
Call us at:1.800273-1057 or write to us at;


BBVA Compass

0nline Banking Suppcrl
P.0,   Box 10566
Sirn1ngham, AL 35295

You ate gtanted a no|-excìLlslve non'licens¿ble, non"fansferable, personãi, l¡miled license t0 insiall ânci L6e the MCIbile Application only on an iliçìble
N4obìte Device that 'l'ou own      ü   control, solely for your personal use and as expressly permitted herein. lt is solely your responsibility to downloarl
and install any Mobile Applicalion lhat is ldentiiied on the 3ßVA Compass Web site as requìred ln orcer to access lhe Mobile Bankrng Service through
pur    Eligible Mobile Device. BBVA Compass has nc responsìbilìty t0 notlíy yoir cl any changes to or new releases for any required lvlobìle Applicailon.

You acknowleclge         tint ionr time {o line. lhe [4obile Banking Seii,ìce rrny be delayed, interriipted 0r unava¡lable
                             f                                                                                                      for ên indeterminaie peri¡d 0f t¡me.
BBVA Compass and iis aff ìliales shall noT be liable lor any claiir arising koin cr related lc lhe Mobile Bankirig Service arisìng            fom   any such delay,
interruplion of unavailability.

ln no event wlli BBVA Conrpass or its alliliates be iiabie for indii'ect, consequential or special damages, includinç1 lost prolits, aristng from or relaled to
ihe Moblle Banking Senrice, even Ìl such damages lvere reasonably íoresæable and noiice was given regarding them. These l¡mltalions will apoly
to all c¿uses of acUon, whether arising kom ûreacl'i ol contract, tori {including ne.gligence) or any olher legal iheory. BBVA Compass disclaims
allwarranties with respect to any Mobìle Appìicatron, wheiher express, imnlied 0rstâtutory,lnclud¡ng without limitation ìmplied wananties 0f
merchantabiìily. salisf,3cloÍy qualily, titness for a pai'ticular plrrlrose, accuracy timeliness, and non.inkìngement o[third parly ¡iqhts. You release SBVA


14
Comcass, lls servìce ptovtders, attd its ¡íftliaies Íronr all claims anci cl-rmages thêt                       Ílay al"se lron: or relale to you use of any fMobile Appllcalion You
agtee nol to reverse engineet, decompile disasser*le                            ü      ãltempl t0 learn il¡e source code ol any li4obile Applical¡on, ând you may not redisiribuie
any Mobile Applicat¡on All rights not expressly granted to yoLi hereln are reservecl bv us.

By identify¡ng an tltglble Mobile Device lor use wilh ihe Mobiie Bankrng Seivice, 3B\A Contpass does nol recommend. endorse oÍ make any
representation or warGnty 0f ðny kind regaroinq the perlormance or operalìon of such devìce. You are responsible foi the seleclion ol an Ðìqible
Mobile Devir-e anci fo¡ all issues relati¡tg lo the cperation, peiiorntnce. and costs associated wiih such device v'/ilh your lelÊc¡n¡municatrons catner

BBVA Compass and iis service proviciers have no obligat¡on                               lc coreci any bugs. defects or errors      in rhe   ¡lobile Bankinq Servre or Mobìle
Applications, 0r to oiherwise suppor¡, nrainlâin, imp0ve, modilr,l upgrade or enhance the Moblle Banking Service or Mobile Applications Subject
io applicable law or regulations, BBVA Corrpass may lerminate your use of lhe l\,lobile Banking Service, expand, reduce or suspe nd lhe type and/or
ciollar annunls of transactions aliou,ed usinÇ tne service, change the enroliment process, ancllor change the transacl¡on l¡mìts associêled with lhe
fi/obile Banking Servìce al any lime,in its sole discrelion w¡lhûul priÒr nolice
You acknowlerlge and agiee that BBVA Compass may collect, transmit, store, and use lechnÌcal, location, and login or other personal data and
i'elated informalion, including but not limitecl to technical infcrrmation about your devce, sr¡slem and âpplicalion soflwa¡"e, and perìpherals, and
informalion regardinq your locai¡on, thal is gathered petiodìcally lo facilìtaie the pnvisìcn ol upcJates to fvlobile Anplìcatrons and procJLrcl support, for
securìiy reasons,lof marketing purposes, and for other sei'vice t0 you ûian-v) ¡elated lc or jn conneclion wlth, rhe Mobile Banking Seivrcc.

You agree ihat you will not use the lVobile Banking Service or any serv¡ces relatei lherelo while driving                                    \bu asume      all lsl< assotiated with the
use    ollhe Mobile Bankig              Serviee, incluciinç,'tiie use of any Mobile Application. You agree ihat you will not use the lvlobiie Bankinç Service or any
services relaled thereio for any putposes prohibited by Untteci States lawr and shall not use or otherwise export or re.export ihe Mcbi¡e Applicalion(s)
except as aulhorìzed by UntlÊd Släles law and the laws of the ¡uriscliciion in vvhich lhe lvlobile Applicationß) rvas obtained, You hereby represenl
and warranl {ù you are not ìocaterl in a counlry that is sublect to a U,S. Government embargo, or has been designateti by the U.5 Governmeni as a
"terorist supporting'' counfy; and
                                                üi) you are   noi listed on any            U.S.   Government lìst oi proliiit¡lec or reslì-bled part¡es.

ln any instance whele ycu are not subjeci to thls AgreemenL ü ihe ternn ol ills Agreement are deemed not to appi-v, then the llvrs of the state                                                   ¡n
which each Mobile Accoun[ was opened, \i/ilhoul rega¡d io its conflicts of iaws rules, shall govern lhese Terms of Use.

By enrolling in the Mobile Banking Service, y'olr consent to receiving ûild acceptinq the terrns and condilions ol Ìhese Terms of Use and any

Acldencja or amendmen[s to ìt eleclronically, inciudlng, bül nOt limited to, via en€ii, lext message                   oi lhrough ihe Mobile Appluìati0n h lhe event âny
amendmeni requìres prìor notice to you,                vre    nty     notify you via email at the email acfdress you have provided to us for use wiih the Mobìle Banking
Service, Thls enlail nay- tnclude any new or ciifferenl lernrs and condlrions or provide you wüh a link lo a \4reb site containing such new or different
terms and conditions ior any information hat you have ägreed to teceive eleclronically, we have no obliçat¡on to prov¡de yo! or any other owner
or authorized sigtter on the relateLl            arount wilh        ¿ paper copy           o[lhe communicat¡on        unless and until your consent for eleclronic communìcalions
is withdrawn as desctibed belorry. We teserve                     lhe right. but assume no obligaticn, tc pfovide a paper copy ol anv conlmunicalìon thal yoLi have
agreed lo feceive e¡ecfOnically. We may, but are not re.quired                             10,   make available paper copies ol any communÌcâtiOns lhat v,/ere provided to yOu
electtonically We reserve the rigit, subject to applicable lani to charge
                                                                    a fee to provìde a paper copy of any communicalion previously delrverd
l0yûuelectronically. Youmaycali usatl'80027.¡105TtoiindoutaboLrttne availabìlityo[apapercopyof ani;parlìcularcomn]unicalion.and
the amouni ot any fæ you will be charged ior ¡hat paper copy. You may withdraw your consent to havinq lhese Terms oÍ Use and any Addenda
or anrcrìdments lo it provided to you electronically                      Oy   conlactinq us by telephone al 1"800 2731057 Howevq                   if   you do so, we   iar¡ll   automãt¡cally
unenroll you from the Mobile Banking Service. ll                     ìs   solely your responsibilily to assu¡e lhat the emall addi'ess you have pi'cvicied to                     L¡s   in connection
with yout' ise ol the Mobile Banking Sen/¡ce                 is   cureni           accurêle. You may make clianges to this enlâil adclress by signing in to BBVA Conrpass
                                                                               ai^rd

Online Banking artcl accesstnç lhe Service Ccnlcr                     tab      Anv change to your email actdi'ess niìli be clTecttve imnrediatey

BBVA Compass rcserves lhe right to teintinate your access lo ihe lvlobile Banking Serv¡ca 0r any pottion 0f ìl in its sole dìscreiion, \i/¡inout nolice ênd
wilhoul linitatìon, except as may be requned                  b,v law.


ATM Saiety and Security, The lollowing are sûme tips on exercising care                                  wlen   usrng an A-lM:
.     lf   tnere are any suspìcious circumslênces. dc not i;se the                       AT|\X
.     lf you notice ¿nything silspicicus wilìle transact¡ng busìness ãt ihe AlM, cancel lhe transaclion, pocket your Carcl and Leave.
.     Be c¿¡eful when ';sing the ATM and be aware oi the sunoundings, espæÌally at nighl or ìn an isolated area
,     Park near tile ATI\4 in a wellliçhted area.
.     Ai night, havesomeoneaccompany you when possible.
.     Do nol api:roach a da'k Atlr4.
.     Do not accept assistânce from anyone whiie using fhe ATM.
.     lo    nct tlisplav   yo:l   casn; pockei it aild then count il latel in lhc safety of your liome or oífice.
.     Besure tosaveyourlransaction receiptsand checkthem againstyo.Lilslatements regularly.
.     Preoare ceprsìis at hone to nlhlnlize your time at tne Ailr,,l
.     li¡laks sure you salEuarcl your PIN Do not write your PIN on your CarC or cêrry ll ln your lvallet or purse,
.   Always sæure vour CarC lust as you wouìd cash, check ancl c"edil caxls.
.     Do nol to rJisciose or olhenruise make your Card or PIN available io others.
.     lmmediately reporl          all   cr.inæs to local law enfcrcemeni and lo tne ATM operatol



                                                                                                                                                                                                        15
TLËCTRONIC FUND TRANSFER DISCLOSURE STATTMËNT
The followng disclosures ate rnacje in accordance \4/ith ihe federal law regarding elecfon¡c paymenis, deposils, trånsters 0f luncls and olher
electronic lrânslers to and from your account(d There may be limitalrons on acc0unl act¡v¡ty thal reslricl your ability lo make elecuonic fund
lransfers. Any such limits are disclosed in lhe applopriate agreements qovernÌng your account The separate agreei:ient and dtsclosure slatemenl
governing your use of a BBVA Conpass Chæk Card cr BBVA Compass ÁJM card initìally wili be provided to yoL¡ eithei al lhe time you op€n
                                                                                                                                                   an
accounl or by mail afier !'ou 0æn en account, aiid it v¡ilj conlrol if there ls äny conflict between that par[iculai agrcement anci disclosure statement
and this Dìsciosure Statemenl. Any aulhorized signer on your account iliay act aìone in conducting elecfonic fund transactions, regarciless oí the
nLrnberof iequiredsignersindicatedontheaccountssignaturecard,                    lfyouuseanATMthatìsnoloperalæbyus,youmaybechaEedaleebyus.
the operator and/or the ¿iitoÍraied transfe¡ network

1.   Definitions: tlectronlc Fund Transfer: Any transfer of funds, other lhan a transaclìon originated by chæk, dËít or similar paær instrument,              llït
     is in¡tiated   thou0h an electronic   terminal, telephone, computer or magnetic tape to instruci Lls to cjebit or credil an account. Elætronic Fund
     Transfers incllde sucn elecllonic transaclions as drect deposits or withdrawals of funds, automated teller machine transiers, transfers inìi¡ated
     by telephone. and Check Card transaclions. Preauthorized ilecironic Fund Transfei An tleclronic FL¡ncl Tlansfer thal you have authoi¡zecj in
     advance to ræur at subslanlially regular intervals;       fü   Êxample. drrect Ceposl[s inl0   ff   wìthdrawal of funds oul of your account.

2.   Your Liability: Auttnrized Transfers:You are liable lor all Elecfonic FlncjTransfers that you authorize,lvhether drertM or indirecily.
     UnaLfhorized Tiansfeis Tell us at once ìl you believe -vour account or PIN is lost or slolen or nas been or may be subject lo unauthorized
     Eiætronic Fund Tlarcfers, Telephone us immediately al lhe number prov¡deri ìn Seciion 3 below to keep your possible lûsses to ê minimum \bu
     coulcj lose all the money in you accountis) (p[rs Lne amount of lunds available in an overcrafL ilne of credit) ll you tell us r,viihin two 2) biisiness
     days afiet learning of the loss or lhefl oí your Check Card, ATM carc, o¡ other account access Cevice, or alter learning of any other unauthorizeci
     lranslers from your account involving your Check Carcj, ATM card, or olher accounl access devÌce, you can lose no mo¡e lhan g50 ìf Electranic
     Fund Transfers are made w¡lhout ycur permission. Foi ihese transactions. if you D0 NOT tell us r,vithin two (2) business days after learning of
     lhe loss, thelt or L.¡nauthorized
                                  Lrse, and we can establish that we could have prevented the unaulhorized transfeß) il you had told us in linle,

     you could lose as much as $500. lf you are a C;rlifoi"nia resirlenL, yor-r will not be liabie for the
                                                                                                           $500 amount described in the prior sentence lor
     Lnauthorized Check Calcl or ATM transaclions nowevel ìlyou faìl to reporl an unaulhorized use ihat appears on a peíodic slatement niithin
     60 days of our transmittal of your periodic stalerìeni, fhen you may be liable for lhe amount of each unaulhorized lransfei that occurs aller the
     cìose of lhe 60 days and before ;,ou plovicie notice to us, unless the delay in notilying us was due to extenualing circurnstances beyond your
     reasonable conlrol


     Your ltability ltmils for rlecironic Fund Transfers involving unaulhonzed Vsae Check Card purchases are different trorn your liability linrits noiecl
     herc, Please rcfer tc your agteetnent and disclosure slaiemenl for youI Compass Check CarC for these limits.


     Also if your periodlc accolnt stalement shows unauthorizql lransfers and you D0 NOT teil us within sixty (60) days after the stalemenl was
     maÌled to you, you mav nol gel back any money you lose after the sixty (60) day period if ra,e can prove that ure could have preventecl the
     unautnorized transfe(s) if you häd told us rn time. lf an extenuating crrcumslance {such as extended travel 0r hospilalization) prevents you from
     promptly notifying Ls of a suspæted lost or slolen card or other access device oi' of any other sus¡æcted unaulhorized fansfe(s) lhe time
     periods speciiied in this Section 2 may tæ extendecl lor a reasonable period.

3.   Our Telephone Number and Address: lf you believe your accounl{s) Iras bæn or will be sLrbject to unaLthorized Electronic Fund Trðnsters,
     CALL:1-800t66'7277 and make the appropriate selection fom ihe voice menu, 0R WRITt: Compass Bank, Customer Service Departmenl p0.
     Box 10566, Birmingham, Alabama 35296.

4.   Compass Bank Business Days: li/onday through Fr¡day, exciuding holìdãys
     Account Access: The types ol Elætronic Fund T¡ansfers that you may rnake ciepend upcn specific account typeß) and ihe sen/ices which ./ou
     obtain, as well asthe spæific types oi fleclronic Fund Tl'ansfers you have aulhorized.

5.   Charges: [xcepl as may be provicled by a specifrc agreement with us, ihere is no additìonal chrge for makìng Pre"author'ai Elecfonjc Fund
     Transfels. However, each Pre-authorized tlectronic Fund Transfer will be subjecl lo the reguiar accoLnt service charges, ìf any, in accoldance
     with the terms of lhe rel¿ted account(s) ìn eflect frost ti¡le to time

6.   Your Documentation of Transfers:
     a.   Receipts: Each lime you make a lransâctiOn at our aLltomatd teller machine. ycu will have the option to obiain a rcceipt.
     b. Pre'aulhorized Transferc: lf you have aranged to have diræt deposits made to your accouni, yOu môy call us tc determ¡ne if the deposit has
     been ntde. lf you have arranged for iEular paymenls of varying amounts ic be made fronr your accounl the æßon yol¡ agree to pay should
     tell you ten (10) days before each payrnent the amount of lhe paymenl and when it will be made.
     c. Periodic Statemenls You    ttill receive   a   sraþment 0f your account each monlh you make an Eiecfonic tund Transfer 0therwise, you         yvill

     receive a statement at least quatterly. YoL,r per¡odlc stalemenl will show the details         olany nætlonlc Filnd Transfer you made and the detalls of
     any Pre-authorized Transfers to o¡ lrom your account that you instructed us to make.

7.   Your Rightto Stop Payment: ll you have aulhorizecl us to mâke legulâr Pre-authorized äeclonlc Fund Transler payments ou{ ol your account,
     you may stop any paymenl by CALLING US at: 1'800266:1277 anc making the appropriate selætion from lhe rcice menu, o¡ by WRITING US


16
       at: Compass Bank, Customer Serv¡ce Department, PO Box 10566 Birrningham, Alabaira 35296. You                                    nust notìfy us   in time for us   l0 recelve
       your lequesl ðl ieast thrcc ß) l¡usìness days before the payment                     ¡s   schedulecl lo be   nuile   You musl pn:virJe us wilh su'llcìent inlormalion [o
       identily the paymenl, as well as olher infonnation we mav rEuest. ll you deliver your stop paymenl requesl tly telephone, you must confirm
       yout stop paynrcnt order to us ln i¡rriting within twenty-one 01) days ol your oral stop payrenl order. An oral stop payment rriuesl w¡ll not
       b€ binding on us     af   ter twenly'one         0i)   days if you lail to provide the required wrltlen conlirrnat'on \ /e âlso lequ¡re that yau provicÌe us wìthin
       twenry-one   (21)   days oí our receìpl of             yoir
                                                    oral 0r $i iitten stop payment order a copy oÍ your wrìtten nolice to lhe payæ revoking lhe payees
       authority toeiectronically obtain paymentsfrom your accounl.lf we do not ræeivea copy of that nolicekom you within twenty-one 2l)days
       of our receipl of vour o¡al or written stop payment tequesi your stop ¡:ayment requesl will no longer be binding on us ln order to fulfill your
       stop payment requesl on any Ple'authorized tlæ$orlc lund Tnnsfer, we may, ¡n our d¡scretion, bllt are not required to, stop all paymenls t0 the
       patticular payæ, ot we may, in our discretion, notify you that your siop payment request cannot be fulfiiled other than by closing you acccunl
       lf ycu properly request ß to sl00 paylent and vue fail to cJc so, we will reimburse you lor losses or danrages you sufÍer, lf any, causeri by our

       ¡â¡lule to stop payment as requested. Please see yoLr agreement and disciosure statemenl lor your Conpass Check Card or Compass ATM
       cad lor d jffe¡ent   reqLtÌrements lhat may apply io stop payment of any Pre-auihorizecl flectmnic Flncl Transfer involvìng use of lhose cards or
       lhe account numbers on those cards.

8. Our Failure to Make Ttansfers: ll    vue do not complele a transfer to or fron your account on Lîne or in lhe colrect amount accordinq to our

       agreement wilh you, we will reimburse Vou lor ¡ny losses or riamages that you suffer as a resull of our f¡ìlure to act accordrng lo our agreenrent
       with ,vou. However, lhere are sorne exceptions where we will nol be liâble, such as, but nol limited t0, the iollowing: if, th¡ough no faull of curs,
       other lhan exercise oi our righi ol se[ off, you do noi have money in your accoi:nt lc covel lhe transfer if the lranslel woukj cxceecl lhe available
       credil of any overdrafi linê of credit you may have; if the money in your accounl is being held subjæt to legal process or cther encumluance
       restrìcting lransfets ttl or lrorn your account: ií we have received not¡ce 0f a dispute âs lo the r¡ghls of part¡es to lhe accounts or their creditors
       0r repi'esentatìves and we have placed a hoid on llie accounl until resolution olihe dispute:or ilcircumsiances beyond our control prevenl the
       lansfer despite oLr rcasonable præautions.

9.     Disclosure of lnf0rmation to Third Parties: We may disclose infonrration to ihlrd parties about
                                                                                                       ),our account and the transfers you make as
       described in our Consumer Privacy Disclosure as amenrJerl or modiliec from l¡me l0 lime.
'10.
       ln Case of Errors or Questions About Your Electronic Transfers: Telephone or wriie us, as soon as you can. at lhe telephone nurnber or
       addrcss in SecLion 3 above, il you think your statement or ieceipt
                                                                      is wrong or if you næd more lnlorrnation aboul a lansfer on the statement

       or receipt. We must hear from you n0 later tllan s¡xty (60) days after we seni you the                        FIRST slaternent 0n which lhe error or problem appeared.
       Your inquiry must include Your name and account number AND a clescrìption of the enor or the transfer you are unsure abou[, and as cleariv
       as you can, an explanalion of why you belleve there ìs an error or why you need nlore infornlation: AND the dOllar amount of the suspecled

       enor. lf you tell us orally, we may require that you send us your inquiry in writing w¡lhin ien (10) business days We will investigate your rnqury
       and will conect arty etror promptly We will îell you the tesults of oir invest¡gation w¡lhin ten i10) nushess days flwenty (20) business days for
       claims 0n accounts open iess than thirly (30) calendar daysl after we hear koni yoLr; howevel, we may take up to forty{il,e (45) calendar days

       lninety (90) calendar days for claims on accounts open less than thrrty (30) calendar days, foreign-initiated lransaction claìms, and point"ol sale
       Iransaclion claìms]Lo investigate your questions. lf we neeii addit¡0nal time t0 investilale, we wìli provisionalV re-cledit your account niithln

       ten (10) business ciays ltwenty {20) business days ior claims on accounts open less than thirty                         00) calendar daysl fcr   the amount you lhink is
       in error s0 that yOu      llill   have lhe use ot the money during the time it takes us to complele our investigation. lf we ask you lo put your irquiry                       ir
       wr'ting, and do not receive          yolr \¡/ritten inquiiy        v'l¡thin len (10) business days, we may choose not t0 provs0nally re-credil your account. lf we
       find that thete u¡as no enor, we will send you                 a   written explanation withÌr three €) business days after we fÍt¡sh our investigation You may ask
       for copies of the documenls we used.

FUNDS AVAILABILITY DISCLOSURI
 0ur policy is io malte funds fiom your oeposits avallable to yoLr for the payment of checks presenlecl through normal chæk collection channels
0n the first bus¡ness cay after the day we i'eceive your clepcsit. Electronic Cireci deposits wll be available on lhe day we ræeive your deposit. Once
the¡, a¡g ¿rr¡¡rr,a you can \A/ilhdrâ\'v the funds ìn cash and we u/ll use the funds lc pay checks y,ou have written. Certain exceplions to our funcjs
availability policy are described below

Business Day, For deLerrnining ihe availabilrty of yoLrr deposits, every day                      is   a business day except Saturdays, Sundeys and federal holidays.

Cut'Off Time. Generally, il you make a deposil with one of our lellers before 2:00 p.nr,, or at one of our automatecj teller nnchines belore 100 p.rri, or
at one of our nighl deposilory tacil¡ties belore                700   a.m.. on a business day we are open, we will consider that Cay to be the day of deposìt, 0lhen¡/ìse,
we will consìder that the deposil was nrade on the nexl business cay we are open ilowever, in many locaiions, we offe¡ lale¡ cut:off limes. Please
chæk fot specific limes       llnt are posled           in each banking cenler and cìsplayed on AJM message screens. lf no time is posled in the banklng center, the
culoff time tor the bankrng cenler             is the   lime the bar*ìng cenler closes,

Delayed Funds Availability for 0utgoing Wire Transfers and the Purchase of Cashier! or 0ther 0fficial Checks and Money Orders. Funds from
depOsiled checks processed through the Fecieral Reserue S1stem wlll be availabiefor outgoing wlre transfers and lhe purchase of cashiers or olher
cfficial checks ancl *rorrey orders no la[er than lhe second busines                      d;y    after lhe day of your deposil

Longer Ðelays May Apply. ln sorne cases, we wilì not make ali of the Íuncls that irou deposil by chæk avarlabie to r¡ou on the first business day af ler
ihe day ofyour deposil. Depending on the iype olcheck that vou deposit, r,irnds may not be avallable uniil lhe second busì¡ess day ôfler lhe.jãy


                                                                                                                                                                                           17
 of your rleposìt. Howevet the firct $200 of yoLrr deposits w¡ll be rìade avåilable 0n lhe f¡rst businæs day  af ter the day ol your rleposit lf we are not

 going lo make all cf lhe funds from your deposit available to you on the first business day after the day of deposil, lve t¡lill nolify you at the lime you
 make youi'deposit. We will also tellyou when the funds will be available. lf we decide to delay availability after yoLl have left the bank premises, we will
 mail you a notice n0 later ihan lhe flrsl business day after the clay you make the rieposit, or we dedde to place the hcid.

 Funds forthe following deposits are available on the first business day after the day ofdeposit if you make the deposit in person to one ol our
 tellers and ask them to place a stamp on your deposit siip indicating thât special checks are included in the depositr

 1    State or local governmenl checks that are payable dirælly to you, deposited ¡n person inlo an accounl held by you, tn a bank located ln the state
      that issued the checks.

 2.   Cashiers, cettified and other checks drarryn dnectly by a financlal instilution Lhal are payable directly to you and rleposited in person into ân
      account held by you.
      ln addilion, funds you deposìt by che.ck (including those mentioned above) may be delayed for a longer period of llme                   underthe following
      cì¡cumstances

         .     We believe a check you deposited will nol be paìd.
         .     You cJepûsit€d one or more chæks Lotêling nlore than 95,000 on ariy one day.
         .     You    rede¡rsita check lhat    has bee¡r previously relurned unpaid.
         .     You have overdrawn your account repeatedly in the last six nmnths
         .     There    is   an emergency, such as a failurc of commun¡cations     ff   computer equipmenl

 We wlll nol¡fy you if we delay your abilily to rvithclraw funds for any of these reasons. and nre will tell you when lhe funds will be available. They will
 generally be available nc later than the seventh ltLlsiness day alter the day 0f Voilr depo_{l

 Special Rules for New Accounts
 lf you are a new cuslomer, the following special rules vrill apply dur¡ng the first 30 davs your account ìs open. Funds from electronic diræt deposits

 to your account w¡l| b€ avs¡lable on the day \rye receive lhe deposil. tunds kom deposits of cash. wìre transfers, and the lirst $5,000 of a days total
 deposits of cæhiers, certlfied,lellers, travelers and federal, state and localgovenmenl chæks will læ ava¡lable 0n the ftrsl business day after lhe day
 of your deposit il the deposii mæts cerlain conditions. For example, lhe chæks musi be payable to
                                                                                                     ¡,ou and you ask one ol our tellers to place a
 slamp on your deposit slìp tndKating lhat special checks are included in the dep0slt. The excess over $5,000 wìil be available n0 laier than ihe njnth
 business da)' after lhe day of your deposit, lf yoL:r cleposit olthese chæks (other than a U.S. Treasury chec0 is not made in person to one of our
 employees, the fitst $5,000 will nol be avaìlable until the second business day atter the day of your deposit

 Funds   fom   alì   other check deposits will genetally be avaìlable no later than the ninth business day after the clay ol your deposit.        lf   you neeci lunds
 from a rleposit at a specilic time, you should ask us when the lunds will be available.

 TAXPAYER IDENTIFICATION              N   UMBERS
 (Backup Withholding)
 The lnternal Revenue Service (RS)  ìs responsible for ensuring thal all persons pay the correct ðmount of federal incon:e tax. In order to accompltsh

 this task. they must match the inconte reported by businesses for individuals (salary, interest, dividends. etc ) to the income shown on lnclìvrcJual tax
 returns. Taxpayer ldentification Numbers {for indii¡iduals, then Sæial Security Numbers) âre used as the basis for matching these records. A federal
 law requires all payers of intercst (such as a banÐ to report interest paid to individuals by Taxpayer ldentification Nurnbel Therefore, you                must
 provide your correct Taxpayet Icìentification      Numls     to us so that we may meet these repofiìng rEUirements This law also stipulales that should
 a bank or other payer of inLeresl not have your cotrecl Taxpayer ldentification Number on fìle, then 28% of inlerest. d¡v¡cjends and Other paymenis
 made lo you must be withheld anci forwarded to the IRS to insure that taxes on this income are paid. This aclvanæ paynent is known and refened lo
 by the IRS as "backup wilhhoding. Backup withholding is not an adcjitional tax. Rather, the amount of taxes you normally would ole wili be reducecl
 by the amount of tax withheld. lf an overpayment of iaxes results         fom backup withholdìng, a relund may          be oblâ¡ned ftont the lRS,

 Unless the IRS has instructed us to withhold from your interest and dividend payments, yoll c¿n avoid lh¡s 28% backup withholding by providing us
lvilh y0ur coreci Tâxpâyer ldentif¡cation Numbel Addìtionally, you must cerlify that the Iaxpayer ldentilication Number you prov¡de us is c0rrecl and
 Lhat you have not lreen advised by the IRS that yoir are subjæt to backup withholdrng. The IRS is             empolerecl to impcse penalties on you and us if
youl conect Taxpayer ldentilication Number           is not provided. (Please see "Penallieg' laler' ìn th¡s section,)

 HOW BACKUP WITHHOLDING WORKS
 Unless you are an exempt rccipient ßee txempt Recipieni sectiorù you are subject to backup wiihholding ii: You fail to lurnish us your Taxpayer
lcientificatìon Numbel 0R the IRS nolifies us ihat you fumished an incorræt Tarpayer ldentification Number, 0R lhe IRS notifies us lhl you are
subjæt io backup withholdinç funder Seclion 3406(a)fiXC) of the lnternal RevenL¡e Codel) OR for an interest or dividend account opened after
December 31,1983, you fail to cerlrfy t0 us lhat you êre N0T subject to backup withholding, or lail tc certily your Taxpayer ldentiticat¡on Number                  ¡s
correcl.

 Howto Avoid Backup Withholding: When you open an acccurtwlth                    us, we   wllprov¡de you with the necesçry forms tocomplete in older to
 provide and cerlify your Taxpayer ldentificat¡on Numb€r          I0   AVOID BACKUP WITHHOLDING, all you have to do is provide us wilh your correcl
Taxpayer ldentficatlon Number and sign the certification statement t0 certify ihat the number you are prcvid¡ng                 1s   correct and ihat ycu are nol


'18
    subJecl ro backup wìthholding,

Taxpayer ldentificat¡on Number: lf you are an individual, your Taxpayer ldentification Numlær is yolr Social Sæurity Nunrber lT you are not an
indivìdual, the nutnber is your [mployer ldenlilication Number. ln all inslances, the number you give us should be lhe number of the ot,'lnel0f the
account.

Guidelines for Determ¡ning the Proper ldentification Numberto 6ive to Compass:Socialsecurity Numbers have nlne digils separated by two
hyphenE ie,XXX-XX-XXXX. tmployer ldenl¡ficalìon Numbers have nine digìts separated by only one hyphen: 1e.,00 0000000. The table below
will help you delerrnine the number to give t0 us.




              FOR THIS TYPE OF ACCOUNT:                                          GIVE THE SOCIAL SECURITY NUMBER OF


              An individual account                                             The individual

I             Two or nrore individuals                                          The actual owner ol the accounl. This person's
              (joint i multíple party account)                                  name should be listed first on the accounl.

3             Husband and wife                                                  The first person listed on the account.
              (joint I mulliple party account)

4             Custodian account of a mirror                                     The minor
              (Uniform Transfer to Minors Act)

ç             Adult and minor                                                   Tlre adult or if the minor is the orrly
              (joirrt I multiple paûy account)                                  contributol the minor

6             Account in the name of guardian or                                ïhe ward, rïinor, or incompetent person
              coml¡ittee for a designated ward, minor
              or incompetent person

/.)           The usual revocable savings trust                                 The grantor-trustee
              âccount (grantor ìs also trustee)

7f)           So-called trust account is not a legal or                         The actual owner
              valid trust under Stale law

B             A valid trusi or estate                                           Legal Entity (Do not furnish the tdentitying
                                                                                numl¡er of the personal representative or trustee
                                                                                unless the legal entity itself is not designated in
                                                                                the account title)




                                                                                                                                                      '19
'l
  NOTE: Section 3406{aX1XC) of the lnte¡nal Revenue Code basically ¡sq¡¡¡ç5 Sackup wlhhold¡ng if yûu have underreported io the IRS
interest or dividend paymenls you receitrecl, or ìf you failed to file ¿ Tax Retunr which r,vould have inclucled reporiable interest or dividend
payffenls. The     IRS will   notify YoN before they ìnstruct us lo withhold for eilher of these reasons"

Obtaining a Number:     lf you don't have a Taxpayer ldentificat¡on Numlrei.or you don'l know your nilmbel obtain Form SS-5, Apprlication
for a Sircial Secliity Number Card, or Fon¡r SS 4, Applicalion lor tmpioyer ldentilicalion Numbei al the local cff¡ce of the Social Security
Adnlnistralion or the lnternal Revenue Servìce and apply for         a number. When you get a num[]er, submil a new        fom lo us.
Exempt Recipients: Payees specifically exemptecl fr-om backup withholding on ALL payrnents irrclude the following:

.    A corporation.
.    A financial institution.
.    An organization exempt from tax under Section 501(a), or an individual retiremenl pian.
.    The United States or any agency of ¡nslrunæntality ilrereof.
.    A State, the Diskict ol Columbia, a possession of the Uniled Slates, or ary/ sulldivision or instrunlenlal¡ty lhereof

'    A loreign governmenl, a political subciivisiorr of a foreÍgn government, or any agency or instrumentality thereof
.    An lnternationai organization or any agency or inslrumentaliiy thereof.
.    A clealer in securities or commodrties regislered in the U.S. or a possession of the U.S.
.    A reai estete ¡nvestment trust.
.    A comnlon trust lund operateci by a bank under Section 584(a).
.    An erernpl charilable rer¡aÍnder trust, o¡"a nonexempt f ust described in Section 4947{aX1).
.    An entity registered at all times under the lnvestmenl Company Act 0f 1940.
.    A foreign central bank oíissue.

'    Payments ol dividends and patronage dividends not generally subject to backup withholding inclucle the follor,ving:
         )Paymenls [o nonresidenl aliens slbject Lo withholcìing irnder Secíon
                                                                               ,1441.

         > Payments    to partnerships nol engaged in a tr¿de or bus¡ness in the U.S, and wlrich have at leasl one noniesirjent parlner,
         )    Paymenls of patronage dividends where tlæ arnount recejved is nol paid ¡n money.
         )    Pâyments made by certain foreign orqanizatiorrs.
         r    Paynents ol interest nol generally subjecl to bâckup wjthho¡diru ¡nclude lhe fOìlowing:
         >    Payments of interest on obl¡gations issued by individuals. Noter YoLI may be suirject to backup wíthholding if thjs interest is
              $600 or more anci is pä¡d in lhe course of the payers lrade or business and you have not provided your corect Taxpayer
              ldentificalion Number to the payer
         > Paynrents     of tax'exempt interest (inclLrding exempt-interest dividends under Section 852).
         ll   Payments described in Section 6059bX05) to nonresident aliens
         > Payments on tax{ree covenant bonds uncjer Section            1451.

         > Pêymenis made by certain Toreign organizations.
         > lf you are uncerlain whether you qLnlify as an exenrpt recipienl         call your accountant or the Intetnal RevenLle Servce,

To avoid possible wilhholding, exempt recipients should complete the fornds) provided by Compass and should check the box captioned
Exempt Recipients. The forrn shoulci also conta¡n 1,our Taxpayer ldentification Nunber, and lhe certification stalement Ìrust be signed.
The form must then be returned lo Compass.

PTNALTIES
1.    Penalty for Fallure to Furnish Ïaxpayer ldentification Number. lf you fail to furnish your laxpapr identification number to a payei
      you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willfll neglect.

2,    Failure to Report Certain Dividend and lnterest Payments. lf you faii to include any portion of an includible paymenl ior inlerest,
      divicJends, or patronage dividends in gross income, such failure will be treated as b€¡ng clue        lo neglìgence and will be subjecl to   a
      penalty of 5% on any porlion of an underpayment ättribulable to that failure unless there        is clear   and convincing evidence to the
      contrary.

3.    Civil Penalty for False lnformation With Respect to Withholding. lf you make a false statement with no reasonable basis that results
      in no imposition of backup withholding, you are subject to a penalty of 9500.

4.    Criminal Penalty for Falsifying lnformation, Falsilying certifications or affirnlaTions rrìay subjecl you to cr¡miral penalties lncluding
      fines and/or imprisonment"




20
IMPORTANT INFORMATION ABOUT YOUR CHTCKING ACCOUNT (Check 21)
Subslitute Checks and Your Rights

What     is a   substìtute check?
To make check processing fasler, federal law permits banks to replace original checks with 'substilute checks," These checks are similar
in size Ìo original checks with a slightly reduced image of the front and back of the ûriqinal check. The f¡ont of a sLrbsUtute check states:
"This ìs a legal copy of your check. You
                                           can use il lhe same way you would r,se the original check" YoLl may use a sulrstitule check as
proof of payment just like the onginal check. Some or all of the checks that you receive back from us may be substitute checks. This
notice describes riQhts you have when you receive substitute checks lrom us The righls in this notice do not ðpp,y to original checks or to
electronic debìts to your account. Howevet, you have rights under other law with respecl to those transactìons.

What are nrv riohts reoarciino substitute checks?
ln cerlain cases, federal law provides a special proceCtre thal allows yau to request a refunci for lmses you suffer if a substilute check is
posted to your accounl ffor example, ¡t you ihink that u¡e wilhdrew the wrong amount flom your account or ihat we wilhcrew
                                                                                                                                    money
fron your account more than once for the same check). The losses you may attempl to recover under this procedure may include tne
amounl that was withrlrawn from youi account alrd fees that were clnrged as a result of the withdrawal (for example, NSF fees)

The amount of your refund under this prccedure is limited to the amount of your loss or ihe amount of lhe sL¡bstitute check. whichever is
less. You also are entltled to interest on the amount of your i'efund if your accoLnl is an interesL-bearing account lf your ioss exceeds ihe
amounl of the substitute check, you may be able io recover addiiional amounls ilnder other law

if you use this procedure, you may receive a refund      ol up to $2.500 or the ¡mount of the sullsiiillle check, wh'chever   is less, (plus interest
if   yolr account    earns interesÙ within 10 business days afler we receìved your clairn and lhe remainder of your refund    (plls interest   il your
accounl earns interest) not iater than 45 calencla¡ days    af   ter we received your claim,

We may reverse the refund (including any ¡nterest 0n the refund) ìf we later are able to clemonstrate that the substitute check was
correctly postecl to.vour accourrt.

How do I make a ciairy for a refunci?
lf you bclìeve ihal you have suffered a ioss relalÍng to a substitute check that you received and that was posied to your account, please
contact us aL Compass Bank, Allention; Electfon¡c Banking P0. Box 10566, Birminçham, AL 35296 or lelephone number l-800-
COI\¡PASS.

You musl contact us within 40 calendar days of the date thal we mailed (or olherwise delivered by a means to which yoLi agreerl) lhe
substitute check in qLrestion or the account siatement showing that the substitute check was posted to your account whichever is later
We will exlend tltis time perlod ¡l you were not able to make a timely claim because of exvaordinary circunlstances.

Your claim must inclucie      -
'      A descrìption ol why you have suflered a loss (for example, you thìnk the arnounL wiLhdrawn w¿s incorrect):
.      An estimate of the amount of your loss;
'     An explanation of wliy the subslitute chcck you receivecJ is insLrf icient lo confirm lhat you sLffered a loss; and
'     A copy of the substitLtte check or the following ìnformation to help us identify the substilute check: the check numbet the name of the
      person to whom you wrote the check and the amount 0f the check




                                                                                                                                                     21
Revision Feb2012. Al Nova Branches Onty
BBVA Compass is a trade name of Compass Bank,
a member of the BBVA Group. Compass Bank, Member FDIC

99-36-2A67
