CompassPoints is a promotional rewards program ("Program") offered by Compass Bank (The "Bank," "we," "us" or "our"). In this Program, "you" or "your" means everyone that may be a joint business or consumer accountholder on a BBVA Compass Credit Card, Check Card, Optimizer Secured Credit Card, Safe Spend, or Simplified Line of Credit. Compass Bank reserves the right to disqualify individual account holders who violate these Terms and Conditions or violate any Program rules, terms, or conditions posted on the Web site (www.bbvacompass.com/rewards) or otherwise disclosed. CompassPoints^® and CompassInspire^® are registered Trademarks of Compass Bank. BBVA Compass is a trade name for Compass Bank and these names may be used interchangeably in this Program. The rules of the Program are outlined below.

Enrollment

BBVA Compass Consumer and Business Credit and Charge Cards eligible for CompassPoints^® will be auto-enrolled in CompassPoints^® and you agree to be bound by the terms of the CompassPoints^® (the “Program”) Rewards Program. As of April 1, 2012, BBVA Compass Optimizer Secured Credit Cards and Safe Spend Cards are eligible to participate in the CompassPoints^® Reward Program at this time through the special retail offers shown online. BBVA Compass Optimize Secured Credit Cards and Safe Spend cards will be automatically enrolled in CompassPoints.

Any BBVA Compass Consumer or Business Check Card (Debit Card) must actively enroll and establish a Program account (“CompassPoints^® account”). You may enroll by visiting the CompassPoints^® Web site or calling 1-87-REWARDS1. Any primary or authorized user of a BBVA Compass Check Card associated with the primary checking account can enroll in CompassPoints.^® Immediately thereafter, all other check cards with access to the primary checking account are automatically enrolled in the Program and begin accruing points under one CompassPoints^® account. Business Credit Card accounts will be automatically linked together based on the business entity name and owner information. If you enroll by calling 1-87 -REWARDS1, you will begin accruing points; however, you will not be able to redeem for up to 14 days from the date of enrollment of your Check Card. If any BBVA Consumer or Business Check Card is enrolled in the Visa Extras rewards Program prior to August 1, 2009, the respective Check Card will be auto-enrolled in CompassPoints^® and you agree to be bound by the terms of the CompassPoints^® rewards Program. BBVA Compass Simplified Line of Credit accounts opened on or before July 1, 2011 will be auto-enrolled in CompassPoints^® and you agree to be bound by the terms of the Program.

Any Simplified Line of Credit account opened after July 1, 2011 will not be auto-enrolled in the program and will not earn new points unless issued through a BBVA Compass Special Promotion at the complete discretion of the bank.

BBVA Compass Inspire Credit Accounts will no longer be able to register for the program after August 31, 2012.

There is no charge for participating in the Program at this time. We reserve the right to charge fees to the account in the future and you will be notified on the Web site (www.bbvacompass.com/rewards) if any changes occur.

Earning Points

CompassPoints^® accrue at a rate of one point for each dollar of net retail purchases made with your BBVA Compass Consumer and Business Credit Card. (As used in this these Terms and Conditions, the term "Compass Credit Card" includes both Credit and Charge Cards issued by Compass Bank and the CompassInspire^® Platinum card but excludes the BBVA Compass Optimizer Secured Credit Card from benefits of the CompassPoints^® program.). A "Qualifying Purchase" is any qualified purchase, Internet purchase, phone or mail order purchase, bill payment, contactless purchase (purchase made by holding your BBVA Compass Visa Card or other device up to a secure reader instead of swiping your card), or small-dollar purchase for which you are not required to sign, made with your BBVA Compass Visa Card, that is processed or submitted through the Visa U.S.A. Inc. payment system. Payments of existing card balances, balance transfers, cash advances, ATM transactions, convenience checks, Interlink processed transactions, fees charged by us (for example, annual fees, finance charges, and related service charges, if any apply), payments made for prepaid and reloadable cards such as certain gift cards, Visa Buxx,^® and similar cards, payments made for payment instruments that can readily be converted to cash (for example, travelers cheques, money orders, wire transfers, and similar products or services), are not Qualifying Purchases for purposes of the Program. We reserve the right to determine, in our sole discretion, whether a particular BBVA Compass Visa Card transaction is a Qualifying Purchase. Call 1-87-REWARDS1 to find out which cards are enrolled. Points only accumulate on Qualifying Purchases. Outside of special promotions, points do not accumulate on cash advances, balance transfers, or convenience check transactions. When merchandise purchased with your BBVA Compass Credit or Check Card is returned, the account credit will result in a reduction of CompassPoints. ^® Points also do not accumulate on fees, adjustments, or on any Card transactions in which you use a PIN number rather than signing a receipt.

BBVA Compass Consumer and Business debit cards, BBVA Compass Optimizer Business and Consumer Secured Card and Safe Spend cards earn points based on qualifying purchases made at participating retail locations. Purchases must be made at participating merchants found at www.bbvacompass.com/rewards to qualify and the total points earned are dependent on each merchant participating and may vary or be discontinued without notice.

As of June 1, 2012, BBVA Compass Inspire Credit accounts will no longer earn CompassPoints and will have until August 31, 2012 to redeem points after which, the points earned by BBVA Compass Inspire Credit accounts will be forfeited. Access to points and the program through the Compass inspire Credit account will no longer be available. Any points earned on other BBVA Compass cards will continue to be valid according to the terms and conditions.

CompassPoints^® accrue at a rate of one point for each dollar accessed on your BBVA Compass Simplified Line of Credit through August 1, 2011. After August 1, 2011, no points will be accumulated on the BBVA Compass Simplified Line of Credit unless they are accrued through a special promotion initiated by, and at the complete discretion of, BBVA Compass.

Earning Points at Specified Merchants

Points may be earned at specific merchants. Points offered on BBVA Consumer and Business Debit Cards, BBVA Compass Optimizer Secured Cards and Safe Spend cards will earn points through specified merchants. BBVA Compass Consumer and Business Credit Cards will earn points at specified merchants in addition to 1 point for every $1 in qualifying purchases.

Offers extended by Participating Retailers will allow you to earn points based upon the amount of your purchase. Offers extended by some Participating Retailers will allow you to earn points on online purchases only. Online offers at Participating Merchants must be accessed by clicking on the link for the specific offer on the Program Web site. If you go directly to the Participating Merchants Web site, you will not earn points.

You earn points based on the dollars you spend at Participating Retailers using your BBVA Compass Credit or Debit cards. Details of the Program, including a list of Participating Retailers, specific point offers and eligibility rules for such offers, are included on the Program Web site.

The actual period of time it will take to receive points for any single eligible transaction may vary, and neither BBVA Compass, Breakaway Loyalty, nor Affinity Solutions shall be liable to you for any fees incurred by you or any other loss you may sustain as a result of your reliance on point redemptions.

If you return an item and as a result, receive either cash or credit after you have already earned a points from a Participating Retailer, BBVA Compass reserves the right, within sixty (60) days of the date of the purchase transaction, to deduct from your point balance the points amount which you received.

Returns are subject to the return policy of the merchant from whom you purchased. If you return or cancel an item, we have to reverse any points earned from that sale.

Points are redeemable for any item you are eligible for throughout the program based on the point values specified on the website or print catalog. Any point balance remains the property of BBVA Compass until redeemed and balance will remain the property of BBVA Compass should customer fail to exercise redemption rights.

Exchanges make all purchases for the order ineligible for points. In the process of an exchange, the merchant cancels the old order and replaces it with a new one. When doing this, all points get reversed and new points are not established because the merchant has created the new order (thus meaning the order was not completed through CompassPoints program – but placed through the merchant directly). Because of this, the merchant will not pay us the points, which means we have no points to pass on to you.

To avoid losing the points – In future transactions, please make sure all returns are final and that it is not an exchange. Have the merchant refund your Credit, Check Card, or Safe Spend card and then re-place the order through us to receive the designated points.

If you believe that you have made purchases that should have resulted in the addition of points to your accumulated points balance, and you see that the points have not been reflected within thirty (30) days of your purchase (date the charge appears on your credit card statement), you can call us at 1-87-REWARDS1 within ninety days of the date of such purchase and we will investigate the situation. If you wait longer than ninety (90) days, your ability to claim the points will be considered to have been waived.

We may ask you for documentation of the spending you contend should have resulted in points accumulation. However, if the Participating Retailer does not fulfill its obligations with respect to the points, or if the Participating Retailer does not agree that the points should have been accumulated, we will not have an obligation to add them to your points balance.

BBVA Compass and Breakaway Loyalty do not endorse nor have a relationship with specified merchants engaged in the program and carry no responsibility for lost points related to incorrect merchant reporting.

Linking Accounts

You may consolidate your eligible BBVA Compass Credit Card, Check Card, Optimizer Secured Credit Card, Safe Spend, and Simplified Line of Credit accounts for you and the members of your household living at the same address into one CompassPoints^® account for purposes of redeeming points. BBVA Compass Business Credit and Check Card points may only be combined into the authorized officer/owner's business account and is at the sole discretion of the business owner to allow cardholders associated with the business to accumulate or redeem points. To combine your points, follow the directions on www.bbvacompass.com/rewards or call 1-87-REWARDS1 for assistance. CompassPoints^® from more than one CompassPoints^® account, however, cannot be transferred or combined for redemption purposes unless they are first consolidated into one household account. CompassPoints^® are not transferable to other frequent traveler or merchandise programs. Multiple Compass Check Cards associated with one checking account are automatically linked and cannot be separated.

Compass Bank has discretion to combine the points earned by different cards issued for the same account in one statement. If you consolidate the accounts for your household, then one statement will be issued for the consolidated accounts.

You agree that you will not request that an account be linked to another account unless the accounts are eligible for linking, as described in these Terms and Conditions. You agree that you will only request linking if you are the signer on the Check Card account. You agree that any signer on the account accessed by the Visa Check Card or an authorized user or employee on the credit card may request linking to other cards issued for that account. We may unlink accounts at any time and may terminate your ability to link accounts at any time without prior notice to you.

Point Activity/Expiration/Forfeiture

CompassPoints^® accumulated over thirty-six months. CompassPoints^® not redeemed within thirty-six (36) months of having been earned expire on a first-in, first-out basis. In addition, if you do not use your BBVA Compass Credit Card, Safe Spend, Optimizer Secured Card or Compass Check Card to make eligible purchases for twelve (12) consecutive months, all accumulated points for the account on which that card is issued will be forfeited and you may be removed from the CompassPoints^® Program. BBVA Signature Credit Card points may be forfeited if no eligible purchases are made in twenty-four (24) consecutive billing cycles.

For all products eligible for CompassPoints, ^® there is no maximum number of points you may earn.

Eligibility

If any of your Compass accounts are past due, overdrawn, or otherwise not in good standing, as determined by Compass Bank, you will not be permitted to redeem CompassPoints^® and no CompassPoints^® may be credited to your CompassPoints^® account. In addition, your account may be terminated and you may be required to forfeit your CompassPoints.^®

If you or the issuer of an enrolled card close the BBVA Compass Credit Card account or terminate a Compass account to which an enrolled Check Card is linked, whether or not it is delinquent or in good standing, all CompassPoints^® earned on the closed account are forfeited.

Compass Bank and other issuers of cards eligible to participate in the CompassPoints^® Program ("Other Issuers") are not responsible for inaccuracies in CompassPoints^® accrual, lost Travel Rebate Certificates (issued prior to July 31, 2009), or any loss incurred that may arise in connection with the use of any travel services. Compass Bank and Other Issuers are not responsible for the performance by any merchant, service provider, or common carrier. Compass Bank and Other Issuers assume no liability for lost or stolen tickets. Compass Bank may exercise its rights under this agreement at any time; a delay by Compass Bank in exercising any right under this agreement does not mean that Compass Bank has waived that right.

Compass Bank employee business expense credit cards are ineligible for the Program. Points earned under previous programs will be honored; however, no new points will be earned.

Redemption

CompassPoints^® can be redeemed in increments specified in the CompassPoints^® catalogue and on the Web site for gifts such as merchandise, travel, account credits, gift cards, or special promotional offers by visiting www.bbvacompass.com/rewards or calling the toll-free number 1-87-REWARDS1 (1-877-392-7371).

If you live outside the United States, you are eligible only to redeem for Account Credits. All other redemptions are not allowed.

CompassPoints^® may be redeemed for a credit to an eligible Credit, Safe Spend, Optimizer Secured or Check Card account or Simplified Line of Credit account associated with the CompassPoints^® account. The account that was used to log into the system with will be the account that is credited.. Please allow up to 14 business days for the credit to post to your Credit Card, Check Card, Safe Spend Card, Optimizer Secured or Simplified Line of Credit account. Redemption values may change at any time and Compass reserves the right to cancel this redemption option at any time.

CompassPoints^® can be used to order gifts described in the current CompassPoints^® brochure or on the CompassPoints^® Web site. The CompassPoints^® brochure and Web site are revised periodically and discontinued items cannot be ordered. You may select merchandise gifts, from any level, as long as you have the necessary number of CompassPoints^® posted to your account. You may redeem your Points by visiting the Web site at www.bbvacompass.com/rewards or calling the toll free number 1-87-REWARDS1.

CompassPoints^® redemption requirements are subject to change from time to time and gifts may be substituted at any time. Should a gift be discontinued after you have ordered it, it will be replaced with a gift of equal or greater value or you will be advised so that you can make an alternate selection.

Airline tickets will be for no more than the amount designated in the redemption schedule, including tax and destination charges, unless you elect to pay the difference in fare and have this amount charged to your Card account or Simplified Credit Line account on record with Compass Bank. All airline ticket rewards are for coach class travel (unless otherwise noted) and confirmed at the airline's lowest applicable fare in the market. You choose the airline and travel dates, subject to availability. You are responsible for any taxes, fees, or other charges associated with the issuance of tickets for airline travel but not otherwise covered by the airline's redemption of travel rewards. Interim stopovers of more than four (4) hours, circle trips, or open jaw itineraries are not permitted. There is no limitation on the number of connections and there are no blackout dates. All airline ticket rewards are subject to availability. All airline ticket rewards are non-refundable and non-changeable, unless you elect to change the ticket directly with the airline and you are willing to pay any fees charged by the airline for changes. Tickets are subject to the applicable airline rules and regulations. The Program and BreakAway Loyalty are not responsible for communication of airline schedule changes. Flight reservations should be reconfirmed at least 72 hours prior to departure directly with the ticketing airline. The traveler will need to have a government issued photo ID at airport check-in. Failure to show for a ticketed flight reservation will invalidate the use of the airline ticket and result in forfeiture of redeemed CompassPoints^® for the ticket.

Air Travel Discount rewards of any value are applied to the cost of the tickets. No refunds or credits are given for discounts exceeding the cost of the tickets.

All airlines used must be a member of the Airlines Reporting Corporation and provide booking and ticketing services in the Orbitz for Business network. All tickets will be issued as electronic tickets unless this service is not provided by the airline. You have the option of having paper tickets (if applicable), vouchers, itineraries, and other travel documents delivered to your Card account or Simplified Line of Credit account billing address via express courier and the cost charged to your Card account or Simplified Line of Credit Line . You may also elect to have tickets, vouchers, itineraries, and other travel documents delivered to your billing address by uninsured first class mail. YOU ASSUME ALL RISK AND RESPONSIBILITY for lost, stolen, or otherwise destroyed tickets.

Rewards Cards, once issued are non-refundable and non-cancelable. You assume all risk and responsibility for lost/stolen, or otherwise destroyed Reward Cards.

Hotel Certificates/Gift Cards, once issued are non-refundable and non-cancelable. You assume all risk and responsibility for lost, stolen, or otherwise destroyed certificates or gift cards. The hotel merchants offered in the Program are not affiliated with, nor are they sponsors of the Program. Names and logos are registered trademarks and cannot be used by any person or company without written approval from the individual merchants. Hotel and travel offerings may change at any time without notice. The account holder is responsible for making hotel reservations. Check with the hotel regarding participation and availability at the time of reservation.

Cruise Rewards, once booked, are non-refundable and non-cancelable. All cruise redemptions must be booked at least 60 days prior to the requested sailing date. Cruise rewards are based on double occupancy for an interior cabin. At least one member sailing must be 21 years of age or older. Changes are subject to change fees imposed by cruise line.

Rental Car Travel Vouchers are valid at participating locations toward a rental made in accordance with the terms and conditions of the rental agreement, up to the amount stated on the certificate. The renter must meet the age, credit, and driver qualifications in effect at the time and place of the rental and must meet the minimum standards of the rental company. Advance reservations are recommended. Travel voucher use is determined by the rental company.

Mortgage Rebates are issued through a check to the mortgage or home equity lender specified by the customer. Mortgage rebate checks will be issued within 30 days of request. BBVA Compass does not guarantee delivery of the check or accuracy of the information provided by the account holder. Checks will be sent out by regular mail. Account holders may request BBVA Compass to stop payment on a lost or stolen Mortgage Rebate check, but the Bank is not obligated to reissue Rebate Checks. If the Bank is successful in preventing payment of the lost or stolen Mortgage Rebate Check and determines, in its sole discretion, that it has no liability to a third party for stopping payment, then the Bank may reissue the Mortgage Rebate Check. Mortgage Rebate checks expire 90 days after the issue date stated on the check. If a Mortgage Rebate Check is not cashed by the mortgage or home equity institution during that period, the Bank may, but is not required to, void the Mortgage Rebate Check and is not required to replace it, or the points that were redeemed for the item, or provide any other form of payment for the Mortgage Rebate represented by the Rebate Check. It is the Account holder's responsibility to notify the Bank if their mortgage or Home Equity institution has not received the Check and posted it. The Mortgage Rebate does not constitute a payment on the mortgage or home equity account that is indicated in the redemption. BBVA Compass is not responsible for late fees, service fee, or any other fees that may be charged by your mortgage or home equity institution.

Charitable Donations are administered by justgive.org. The Program is not affiliated with justgive.org or any charities available through them. Please consult the justgive.org website for tax information as BBVA Compass is not responsible for providing tax documentation for any redemption made for charitable donations. Please consult with a tax advisor for direction on charitable donation eligibility and documentation. Additional charitable organizations may be added and are not affiliated with BBVA Compass. Please consult their websites for details on their charitable organization and policies.

Any experiential travel or vacation package is non-refundable and non-cancelable. Any participating merchant is not a sponsor of this Program. The account holder is responsible for making reservations and completing any requirements requested to complete the reservation. The Program is not responsible for any additional fees incurred related to booking or travel with a package.

The Program is not affiliated with any of the merchant gift cards offered and the merchant gift cards offered are not sponsors of this Program. Names and logos are registered trademarks and cannot be used by any person or company without written approval from the individual merchants. Gift card offerings may change at any time without notice.

Any award that is shipped will ship UPS, USPS, or an accepted domestic delivery service and will usually deliver within 2-4 weeks. Shipments cannot be made to a post office box, an APO address, or outside the 50 United States.

A gift can only be exchanged in the event that it arrives in defective or damaged condition. Be sure to note any exceptions, damages or shortages on the delivery receipt before signing to accept gift/freight shipment. Instructions on how to return defective or damaged items are included with your gift. If you need additional information, please call 1-87-REWARDS1. Items must be returned within 30 days of receipt.

Redemption values for any redemption item may change at any time without notice. Compass reserves the right to cancel any redemption option at any time. You may redeem for your account credit at www.bbvacompass.com/rewards or by calling the toll-free number 1-87-REWARDS1.

Point Gifting

You may gift points to other CompassPoints^® accounts and/or participants. Gifting points is free. Points may be gifted in any denomination and can only be gifted to accounts that are open and in good standing. Gifted points expire twelve (12) months from the date the points are gifted.

Point Purchases

Points may be purchased beginning at 2,000 up to 25,000 at a rate of .0175 per point. Point purchases begin at $35. These purchases must be charged to your BBVA Compass Credit, Check, Optimizer Secured, or Safe Spend card. Points purchases will earn points on enrolled cards that are eligible to earn points and are no refundable. Points purchased expire 12 months from the purchase date.

Communications

Compass Bank may send you a periodic statement in the mail that will tell you how many CompassPoints^® you have earned and how to redeem your CompassPoints.^® If you prefer to receive a monthly statement via e-mail instead of the physical periodic statement, please visit www.bbvacompass.com/rewards, to sign up for the CompassPoints^® e-mail statement notification. Statements are not mailed to accounts with 100 or fewer points. Providing periodic statements is at the sole discretion of Compass Bank.

If you use the Program Web site, we are not obligated to provide any additional communications. We also reserve the right to terminate your participation in the Program at any time.

Customer Service

If you have a problem or question regarding whether you earned points from a particular transaction, whether your points were properly redeemed or the status of your redemption order, or any other question regarding the Program, you can go to www.bbvacompass.com/rewards, call 1-87-REWARDS1, or mail to P.O. Box 680234, Marietta, GA 30068-0004.

If you choose to contact us by e-mail, send your full name and address and the issue. Do not send your card number or other personal financial information by e-mail because e-mail communications may not be secure.

If you contact us regarding an error or mistake with respect to your CompassPoints^® account, we will use reasonable efforts to investigate and correct the error or mistake, subject to the limitations set forth in these terms and conditions. In any event, you must notify us within 60 days of the posting date or the date of the alleged error or mistake in order for us to undertake an investigation of the matter. We may require you to provide written confirmation of the alleged error or mistake. If we do not receive the requested written confirmation at the address and within the time frame requested by us, we may in our sole discretion determine not to correct the alleged error or mistake. If we complete our investigation of the alleged error or mistake and notify you of our determination, we have no further responsibilities should you later reassert the same alleged error or mistake. All questions or disputes regarding the Program, including eligibility, earning points, or redemption of points for CompassPoints^®, will be resolved by us in our sole discretion.

Canceling Program Participation

You may cancel your participation in the Program at any time by calling 1-87-REWARDS1. Your point total in CompassPoints^® will be forfeited and cannot be transferred to another CompassPoints^® account. Any negative point balance will carry over to another CompassPoints^® account that may be set up at a later time for the same card account.

Disclaimers/Limitations

Any and all taxes on points, accommodations, or services in connection with the CompassPoints^® Program are the responsibility of the cardholder. Please consult with a tax advisor concerning any income or other tax consequences that may be related to CompassPoints.^®

Neither Compass Bank, BreakAway Loyalty, nor any of our agents shall be liable for any bodily harm and/or property damage that may result from your participation in the Program, redemption of Points, or for the performance by any airline for transportation services or any other type of goods or services whatsoever provided or to be provided through the Program. We do not endorse, guaranty, or warrant the goods and services offered by any airline, cruise provider, lodging establishment, or any other travel vendor, retailer, or other type of service or product suppliers participating in the Program. To the fullest extent permitted by law, we and BreakAway Loyalty hereby specifically disclaim any representations or warranties, express or implied, regarding the Program, Points, travel rewards, and any products or services, including any WARRANTY OF MERCHANTABILITY or FITNESS FOR A PARTICULAR PURPOSE or implied warranties arising from course of dealing or course of performance.

Termination or Changes to the Program

We reserve the right to terminate the Program or to change the Program rules, benefits, or points levels, in whole or in part, at any time with or without notice, even though changes may affect your ability to use accumulated points. Your continued participation in the Program after any change shall be deemed to be your acceptance of any such change. If you do not agree to any change of this Agreement, you must immediately cease participation in the Program. The accumulated Points do not entitle you to any vested rights with respect to points, credits, rewards, or benefits. We will attempt to give advance notice to you before terminating or making changes to the Program, unless immediate changes are required by law or by other circumstances beyond our control.

This CompassPoints^® Rewards Program is void where prohibited by federal, state, or local law.

Compass Bank reserves the right to alter or change the CompassPoints^® Rewards Program at any time with or without notice. Compass Bank reserves the right to cancel the CompassPoints^® Rewards Program, individually or Program-wide, at any time with 30 days notice.

Privacy

All information collected in connection with the Program is subject to our privacy policy, a copy of which was given to you with your account and which you can get from us online at www.bbvacompass.com/rewards.

All rights reserved.
BBVA Compass is a trade name of Compass Bank, a member of the BBVA Group. Compass Bank, Member FDIC.