Compass Bank v. Francisco Calleja-Ahedo
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Opinion
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
930505.20140273/2851932.1 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
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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
930505.20140273/2851932.1 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
930505.20140273/2851932.1 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
930505.20140273/2851932.1 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.
930505.20140273/2851932.1 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
930505.20140273/2851932.1 50 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.
930505.20140273/2851932.1 51 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. &
930505.20140273/2851932.1 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).
930505.20140273/2851932.1 53 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
930505.20140273/2851932.1 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
930505.20140273/2851932.1 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
930505.20140273/2851932.1 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
930505.20140273/2851932.1 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.
930505.20140273/2851932.1 58 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
930505.20140273/2851932.1 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.
930505.20140273/2851932.1 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).
930505.20140273/2851932.1 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).
930505.20140273/2851932.1 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
930505.20140273/2851932.1 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.
930505.20140273/2851932.1 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
930505.20140273/2851932.1 71 No. 17-0065
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
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" *'lltltlt' i,J t f t -a¡Lrl lljlhôarrrd rsÍrlgTb t ¡suüättrà'r$ tt{Ëüf¡rü} 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
¡ I I
I ¡
I I ¡
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 , I Ched , 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 , '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{ 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 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 F߀dom 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 $3'00/coPy or fax - Return of CancelledChec{ Rerun Depositred Rolled coin'- *'--*'$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 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 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 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 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 $d wa bellcv¿ ls rehted lo an ilþal b¡nsacfioq an lnbrnst or mlhe gønbling barsaclion or a htgh-dsk bsnsacthn To he fulles{ o 15: insolvency. mishkq or lault of olh€r p€rsons or sntitieq or lor lo€s or desùr¡eüon of any lbm in bsndt or in the poss€ssion ol olhers or lor loss of use as a result ol ürslt, fre or drorcrüît bellond our reæmúþ conUol, lf any ibm depositad to ywr a*ount ir payable by a payor üot i¡ not s banh wr may send Ûs itÊrn diæclly to trat payor. ltems pa¡nbb through another benk may be sentdireclly to lhat bsnk or to collecUng agônts who tlkewbs shall haw ttrc dght 1n serd he iþm¡ direc$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 :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 lji * 1 I ,' ¡ ! I f I a l i ! i I I i ¡ I 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 . 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 '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 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 ! 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 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 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 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 t I t ¡ I I I 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 ¡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 Ag߀únentìtËwülserd 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 ¡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 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 '7 5, Account Transactions 6. Deposits, Collections, and Payment of ltems I Z Withdrawals 10 B, Sub-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 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. 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. 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
1. Definitions
2. Dispute Resolution ) 3, Account Operations 4
4. Account Statements and Notices 6
9. Dormant and AbandonedlUnclaimed Accounts 11
15. Applicable Law 12
16. Additional Provisions 12
17. Electronic Banking Services 13
4. ACCOUNÎ STATEMENTS AND NOTICTS
5. ACCOUNT TRANSACTIONS
Related
Cite This Page — Counsel Stack
Compass Bank v. Francisco Calleja-Ahedo, Counsel Stack Legal Research, https://law.counselstack.com/opinion/compass-bank-v-francisco-calleja-ahedo-tex-2017.