John Hecht – JMP Securities Sameer Gokhale – Keefe, Bruyette & Woods Moshe Orenbuch – Credit Suisse Ted Crawford – Maple Leaf Partners

Good day, ladies and gentlemen, and welcome to the second quarter 2008 CompuCredit earnings conference call. My name is Glenn and I will be operator for today. At this time all participants are in listen-only mode. We will conduct a question-and-answer session toward the end of this conference. (Operator instructions) As a reminder this conference is being recorded for replay purposes. I would now like to turn the call over to Mr. Jay Putnam, Director of Investor Relations. Please proceed, sir.

Thank you. Good afternoon and thanks for joining us for CompuCredit Corporation’s second quarter 2008 earnings call. Before we get started I would like to remind you that some of our comments today will be forward-looking statements. These forward-looking statements include all statements of our plans, beliefs, or expectations of future results or developments, such as the performance of our credit card receivables, including receivables levels, net interest margin, other income ratio and charge-offs, acquisitions of portfolios from third parties, growth and downsizing expectations of our business segments, expected timing and levels of expense reductions, our prospects generally, our marketing plan, plans for our Micro-Loans business, our liquidity levels and capital raising plans, and general economic conditions. For information regarding some of the more important factors that may cause actual results to differ materially from those reflected in the forward-looking statements that we make today you should read the ‘Forward Looking Information’ section and the ‘Risk Factors ‘in our Form 10-Q for the quarter ended June 30, 2008. Thanks again for your interest in CompuCredit. Please feel free to contact me if you ever have any questions you would like to discuss. You may also access our website to obtain a hard copy of the press release, our financial statements, to view our risk factors, or to look into an archived version of this call. At this time, I will now turn it over to David Hanna, Chairman and CEO, of CompuCredit for his remarks.

Thanks, Jay, and thanks to everyone for joining us. I will take a few minutes to discuss our current outlook, review our results for the quarter, and update everyone on recent developments with our Company. J. Paul Whitehead, our CFO, is here to discuss our financial results in greater detail and after that we will take questions. Rich House is also with us today to field any questions you may have of him. As with many others in the specialty finance sector, we continue to navigate in an environment with its share of challenges. We have seen dislocation in the securitization markets for over a year now and this continuing dislocation has caused us to focus intensely on getting our managed receivables portfolios to a net cash flow generating position. In this environment, we believe that the best approach for us is a conservative one, one in which we manage the business as a traditional securitization market do not return to their former levels. To that end, we have cut numerous cost and expenses, most notably our marketing cost, which has been at a reduced level since late August of last year. During the coming weeks and months, we will further reduce cost and overhead, given the lack of improvements in the securitization markets. Our current plans call for even a further drop from our very modest marketing levels. As such we expect further reductions in our receivables levels and a diminishment of activity levels in general, which allows us to cut many other areas of cost and overhead. While we always desire to remain in a position to quickly turn back on a growth engine for new accounts and receivables if the capital markets improved, and while we were holding back on some of our cost-cutting measures and till…

Thank you, David. Let me begin by reviewing our performance for continuing operations for the quarter. We reported a GAAP loss from continuing operations of $42.8 million or $0.91 per share for the second quarter of 2008 compared to last year’s second quarter loss of $6.6 million or $0.14 per share. We also reported a managed loss from continuing operations of $98.9 million or $2.11 per share compared to managed net income of $15.8 million or $0.32 per share in the second quarter of last year. As David mentioned, the record number of lower tier credit card accounts added in mid-2007 hit their peak charge off vintages in the first and second quarters of this year and this pressured both GAAP and managed earnings significantly given the drop in our marketing levels at August of last year. Because these large vintages of accounts have passed through their peak charge off vintages as of the close of the second quarter we expect significant reductions in our charge-off rates for the remainder of this year. Our adjusted net charge-off rate was 19.2% in the second quarter, which was up dramatically from last year's second quarter performance of 9%. As compared to our adjusted net charge-off rate in the second quarter this year, we expect a several hundred basis point drop in our adjusted net charge of rate for the balance of this year. David also previously mentioned of our 60 plus day delinquency rate, which has fallen 580 basis points from its peak at December 31, 2007, to its current 12.6% level at June 30, 2008, a low we haven't seen since 2006. With the passage of the record level of mid-2007 lower tier credit card originations with their peak charge off vintages in the first half of this year and in…

(Operator instructions) Our first question comes from John Hecht from JMP Securities. Please proceed sir. John Hecht – JMP Securities: Good afternoon. Thanks for taking my questions. With respect to the – the near prime conduit facility due this year and then the Auto Finance, a couple of questions. One is, you mentioned the $306 million in your prime facility, if you don't renew that now – how much collateral is in that facility now and where can you put that collateral to?

That would go into our Merrill facility. John Hecht – JMP Securities: So you could just transfer it to the master facility and you sufficient capacity there?

Yes, we have sufficient. John Hecht – JMP Securities: And what are the advance rates right now in the near prime facility?

I think we have disclosed in conversations in the past the Merrill advance rate which is 92.5%. I am not sure that we have ever really talked about the (inaudible) advance rate. We do mention John in our 10-Q that that is historically been our lowest cost facility and lowest advance rate facility within the originator portfolio master trust. So there's a slop of like I said that lower advance rate facility for the higher advance rate facility represented by the Merrill facility. John Hecht – JMP Securities: Okay, and can you give us a sense for how much in terms of portfolio facility turnover in the Auto Finance segment, how much we should expect in the September time frame?

I am not sure I understand what – John Hecht – JMP Securities: In other words, you mentioned you have to address some auto securitization facilities in September, how much would that equate to?

There are – it is represented on our balance sheet, John, and in our 10-Q. The first line item in our note 9, I believe it is, dealing with notes payable. John Hecht – JMP Securities: Okay. Second question is the other income ratio dropped a lot, and it was a little lower than our estimates. Did you do the charge-off rate or the fee charge-off rate exceed expectations – and I guess that is the more generic question about this is, when should we see this ratio settle to after your peak charge-off period, and is there any other guidance you can give us over the other ratios, where you see them settle in the way given that you are over the weaker peer charge-off period?

I think first of all on the charge-offs we – as I think I mentioned in my comments we did see a little bit more in late stage delinquency roll rate than we had forecast. So that did increase the charge off during the quarter a little more than what we had forecast and we do expect for those other income ratios to come back up pretty significantly towards the second half of the year.

But John the only guidance I gave on that is that, you know, we do expect them to increase but they should be south of kind of what the average for the 2007 year in the last two quarters. John Hecht – JMP Securities: No, I am looking at this, so we should take the – generally speaking we should kind of move – you are recommending that we move things up towards – (inaudible) towards the mean of '07 but not quite get there through the second half of this year?

Yes, right. And John, back to your prior question, I just pulled up the note on financial statements. In note 9, there is $139.5 million payable on one facility and $63.4 million payable on another facility in September. John Hecht – JMP Securities: Okay, and then last question, it appears that you are guiding us to a period of time where you won’t have any account generation, what is the kind of amortization rate, the natural amortization of your portfolio?

Well, we can spur different amortization rates based on account management actions and are looking at the – what we believe to be the best various account management tools on each of the separate portfolios, we try to get the most cash out of them make them the most cash flow positive while keeping as much value in the portfolio as we can. So, each different portfolio has a different sort of amortization schedule on it. There is not kind of, okay, this is going to reduce at a blank percent [ph] level because it has done at each portfolio level rather than the whole thing. John Hecht – JMP Securities: Okay, then with the, I guess, some more generically with the contraction we saw from Q1 to Q2 of this year be representative of what we should expect for the remaining part of this year?

That is not at all. The contraction between first quarter and second quarter this year, just like a distraction from the end of December to March 31st reflected the peak vintages that charged off in the quarter in addition to just some contraction based on the fact that growth didn't correspond with the level of payments that we got from the other customers. John Hecht – JMP Securities: So that was slow in the context of –

Yes. John Hecht – JMP Securities: Okay. Thank you very much.

(Operator instructions) Your next question comes from Sameer Gokhale. Please proceed sir. Sameer Gokhale – Keefe, Bruyette & Woods: Hi, thank you. Maybe I will ask a fairly obvious question, but the cash paid to buybacks, some of your convertible debt about $20.5 million and clearly it seems to make economic sense to do that from a return perspective given perhaps where those bonds might have been trading but you know given the focus on liquidity and maximizing liquidity – managing liquidity, you know, why not just wait to do a transaction like that. I think in your commentary you said that you might consider doing future additional buybacks. So, just wanted to get some sense on how you are thinking about that?

Sameer. We look as I mentioned earlier at our cash forecast over an 18-24 basis and continuously look at that, and therefore whether it is an investment in a subsidiary where we're going to use some cash in that or is it an investment in some of our bonds, we are trying to look on a daily basis or at least a weekly basis on if we have excess capital where should we invest that. During the second quarter, we thought that was an excellent purchase and as I mentioned we may do that again. We will do that obviously in conjunction with making sure we feel good about our liquidity position over the mid-to-long term but that was – it is like an investment in adding some more accounts or investing some in our MEM business in the U. K. While capital is precious that doesn't mean that we are not using capital to make what we think are very good investments. If we see a portfolio deal when it comes along that we think has got great return opportunities, we will make an investment in that today. Sameer Gokhale – Keefe, Bruyette & Woods: Okay, I might have missed it in your comments, but the $210 million of available liquidity that you have now. I think you said that through the end of this year you would expect that to decrease, do you have some sort of a range to where we would expect to see that – that available liquidity decreased to by the end of this calendar year?

We haven't put out a range on that. I can tell you that we are pretty comfortable with where the trends are and our forecast that we feel real good about looking in the year, and we are going to be 12 months from now. Sameer Gokhale – Keefe, Bruyette & Woods: Okay, and then just a clarification, you know, given the FTC, FTIC lawsuits, are you currently able to originate loans via your existing bank partners or is that on a hold, so that you are not originating any accounts, it seems like from what you are saying you are able to originate some accounts, but I just want to clarify?

We are currently originating with 2 of our bank partners. We are originating very many accounts compared to where we have been. Part of our process, so even in a slowdown we want to continue to be in the market so that if the securitization market or other funding sources show up that we will be able to quickly know where the market is – have been in the market to know what things are working and where the best sells for us to go and try to get new customers. So while we are dramatically reducing, that is not to say it is at zero, we are continuing to issue through two different bank partners right now. Sameer Gokhale – Keefe, Bruyette & Woods: Okay, and so if you were to buy say a portfolio of loans, how the mechanics of that work and would you have to transfer those accounts into your current – the bank partners you're working with now or would you just leave those accounts with the existing banks selling you the receivables and collect on those receivables, and how do the mechanics work there?

What we having in buying previous portfolios done it five or six different ways. We have bought and put it in one of the banks we are currently using. We have bought it and left it at a bank. We have bought and put it with a bank that we had not used before. So there are several different ways in which we would accomplish that and depending on the buyer, depending that would dictate how that would work out. Sameer Gokhale – Keefe, Bruyette & Woods: Okay, thank you.

Your next question comes from Moshe Orenbuch with Credit Suisse. Please proceed sir. Moshe Orenbuch – Credit Suisse: Hi, I kind of had (inaudible) mentioned this already, maybe I apologize, when you said you are going to bring down the levels of some of the credit lines, will you be able to do that in a way that lowers the average cost to you?

Well, we are doing some repricing levels that is part of the account management and we are limiting some of the open to buy on accounts. Moshe Orenbuch – Credit Suisse: No David, I am sorry. I am talking about your borrowing facilities. (inaudible)

I am sorry, what is the question again? Moshe Orenbuch – Credit Suisse: As you kind are reducing some of your borrowing facilities, are you able to kind of do that to kind of optimize the cost to you?

Clearly, (inaudible) with renewals that we are seeing historically over the life of company you avoid, we are going to use these, which are significant – it is important as well that that the upfront structuring fee or anything like that on the facility that is being renewed as to the actual cost of funds on say in the originated portfolio or the upper tier portfolio. I mentioned before that our Merrill facility is more expensive, but then again it bears a substantially higher advance rate then our (inaudible) facility. That is the sole reason for the increase in prices. It is the high advance rate. So, we are going to (inaudible). Moshe Orenbuch – Credit Suisse: I will put you a separate question. Have you looked at the impact of the stimulus checks did in terms of the delinquencies and whether that had an impact, and how much of that might have been influenced by the stimulus checks?

Well, it is kind of intuitive and testing against our expectations and the like. We did not see as big of an impact in payments coming in as we would have expected. Now, we don’t know whether – at the same time though some of our late stage delinquencies, as I mentioned the roll rate was a little worse than what we had forecast. So, perhaps, people in the late stage delinquency just took the signed [ph] check and put it in their pocket. But we did not see as big of an increase in payments as we might have thought, based on looking at historical like the 2001 stimulus check that went out as well as looking at sort of February, March normal tax refunds. So, we saw slight differences but we didn’t see a big impact on the stimulus checks with our customers.: Moshe Orenbuch – Credit Suisse: Okay, thank you.

Your next question comes from Ted Crawford with Maple Leaf Partners. Please proceed sir. Ted Crawford – Maple Leaf Partners: Thanks for taking my question. Sorry to hoard up [ph] but I wanted to make sure I had this cleared. The $300 million facility that is maturing in September of ’08, how much do you have against that, how much is outstanding there?

. : Ted Crawford – Maple Leaf Partners: , a:

Yes. Ted Crawford – Maple Leaf Partners: And how much have you used of that?

It is a $450 million facility and we are – want to say probably a little over half of it, around half of it. Ted Crawford – Maple Leaf Partners: And then there was another also maturing in ’09, is that right in September?

There is a December ’09 maturity that is a facility that is currently aiming down outside of our – inside our lower tier master trust.: Ted Crawford – Maple Leaf Partners: Sorry, how much?:

Ted Crawford – Maple Leaf Partners: Sorry, and how much have you used of that?

Right now it is a – we have outstanding $212.5 million in that facility? Ted Crawford – Maple Leaf Partners: Okay.

And, I was right the first time, I am sorry – it is October 2009. Ted Crawford – Maple Leaf Partners: Okay, and that – those two are the only two maturing in ’09, the March facility and the October facility?

There is an – let me just run through this because I want get resolved – it is right here. There is an October term deal of $299.5 million that we will be getting accumulating cash for. October 2009 and I was actually correct, it is December 2009 for which the $212.5 million on the $300 million amortizing facility is ultimately paid off. Ted Crawford – Maple Leaf Partners: Okay, how much availability in total due you have with facilities that mature after ’09?:

It is listed on page 46 of our 10-Q that we just filed. Ted Crawford – Maple Leaf Partners: Okay, thank you for that.

But let me just do some quick math here, $1.6 billion. Ted Crawford – Maple Leaf Partners: Okay. And is that what you plan to do if you decide not to renew these or you don’t like the price this presented to you, (inaudible) what you are doing with the Merrill facility? Are you just going to use your available capacity without the facilities if you don’t like the pricing of these maturing?

Ted Crawford – Maple Leaf Partners: Okay, that is all I have. Thanks for the clarification.

Thank you for your participation in today’s conference. This concludes the presentation, you may now disconnect. Good day.