Compass Bank Visa Business Credit Card

Terms and Conditions as of July 2, 2007

Annual Percentage Rate (APR) for purchases

15.24% APR

Other APRs

Special Introductory APR*: 0% for 6 months on Balance Transfers*

General Balance Transfer APR: 15.24%

Cash Advance APR: 23.24%

Default APR**: Either 31.99% (for all balances) OR 20.99% (for Purchases and Balance Transfers) and 23.49% (for Cash Advances), based on conditions described below **

Variable rate information

APRs may vary†

General Purchase APR: Compass Bank Prime + 6.99%††

General Balance Transfer APR: Compass Bank Prime +6.99%††

Cash Advance APR: Compass Bank Prime + 14.99% Minimum††

Default APR**: Compass Bank Prime + 23.99%(for all balances) or Compass Bank Prime + 12.99%

(for Purchases and Balance Transfers) and Compass Bank Prime + 21.99%†† (for Cash Advances) based on conditions described below **

Grace period for repayment of balance for purchases

20 days after the date of each statement to repay your balance in full before being charged a finance charge on purchases.

Method of computing the balance for purchases

Average daily balance including new transactions

Annual fee

$40 (waived for Visa Business Classic)

Minimum finance charge for purchases

$1.00

Transaction Fee for Cash Advances and their equivalents:†††

4% of the Cash Advance amount - $10 minimum

Balance Transfer Fee: 4% of amount paid to another creditor by Compass Bank

$10 minimum/$75 maximum per transfer

Transaction Fee for international transactions:

Up to 3% of the converted transaction amount

Late-payment fee:

$19- if the Previous Balance is less than $100; $39- if the Previous Balance is $100 or more; or $49 if default APR of Compass Bank Prime + 23.99% is in effect

Over-the-credit-limit Fee:

$39

*To receive this special introductory APR, the cardholder must request the Balance Transfer at the time the new Visa Business Card account is opened or within the following 30 days. The special APR will be effective for the period specified above, beginning on the date of the account opening. After the introductory period, the special APR will adjust to the APR otherwise applicable under the Visa Business Card Master Agreement. The term "Balance Transfer" is defined in the Business Card Agreement, and does not include any convenience check that a cardholder may write to pay a balance owed to another creditor.

**The APRs may increase upon default under the Visa Business Card Master Agreement for any of the following reasons: (1) If any payment under the Business Card Agreement is not received when due, the APR for any balance subject to a special, reduced rate may adjust to the APR otherwise applicable under the Business Card Agreement; (2) If, under the Business Card Agreement or any other agreement with us or any other creditor, the business or any guarantor of the business; obligations under the Business Card Agreement fails to make any payment due on any obligation of $10,000 or more, exceeds any credit limit, or makes a payment that is returned, the APRs for any Purchase and Balance Transfer balances may adjust to Compass Bank Prime +12.99% and the APR for any Cash Advance balances may adjust to Compass Bank Prime +21.99%; and (3) If the minimum payment under the Business Card Agreement is not recieved when due the APRs for Purchase, Balance Transfer and Cash Advance balances may adjust to Compass Bank Prime + 23.99%. The increases described in (1) and (3) above will apply to balances on all cards if Business Billing is selected, but only to the balance on the card for which the payment is late if individual Billing is selected. The increase described in (2) above will apply to balances on all cards.

†Other than special offer APRs, no APR will be less than 10.00% for purchases and no APR for cash advances will be less than 21.99%.

††Compass Bank Prime is a reference rate that we have established for use in computing and adjusting interest and is subject to change (increase or decrease) at our discretion, and is only one of the reference rates or indices that we use. We may lend to others at rates of interest greater or lesser than Compass Bank Prime or the rates provided herein and use indices other than Compass Bank Prime. Call us at any time during our business hours at 800-313-8815 to check on the current Compass Bank Prime rate.

Fee applies to all Cash Advances, including use of the Business Card account to obtain wire transfers, money orders, traveler's checks, lottery tickets, and casino chips and to make bets or wagers, or to make tax or other similar payments, and any use of convenience checks.

Business Visa® Rebate Accounts. Each business choosing a Rebate Account will receive an annual rebate based on a percentage of Purchases made on the business' Visa Business Card(s) during each calendar year. The percentage of these rebates may be changed by Compass at any time; the current rebate percentage is contained in the terms for the Business Rebate Program that will be sent with your card. The Rebate is based only on Purchases, not Balance Transfers or Cash Advances, and will not be given on purchase items later returned for credit. We generally will mail a check for the rebate during the first quarter of each year, but we reserve the right to credit the rebate to the business' account. To be eligible for the rebate, the Rebate Account must be open and in good standing at the time the rebate checks are issued. Certain limitations and exclusions apply and the terms of this rebate program are subject to change. See the information sent with the card(s) for the terms and conditions of the rebate program.

These terms are subject to change. These terms are accurate as of the date shown above, and are subject to change. Compass Bank Visa Business Card accounts are governed by the Visa Business Card Master Agreement provided to the Business. Except as provided in any special offer, the account terms may change as provided in the Business Card Agreement. Write or call us for any changes to the above conditions at: Compass Bank, P.O. Box 2210, Decatur, AL 35609-9986, phone number 1-800-316-0207. This program is not available in California, Iowa, Maine, New York or Wisconsin. Utah Residents: As required by law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations. Delaware Residents: Service charges not in excess of those permitted by law will be charged on the outstanding balance from month to month. Ohio Residents: Ohio laws against discrimination require that all creditors make credit equally available to all creditworthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with this law. Maryland Residents: Finance charges will be imposed in amounts or at rates not in excess of those permitted by law.