MINI MOTORING REWARDS TERMS AND CONDITIONS

1. "You" and "your" refers to an authorized participant in the MINI Motoring Rewards Program (the "Program"). "We", "our", and "us" refers to BMW Bank of North America. "Cardholder" means an individual who maintains a MINI Platinum Visa Credit Card Account issued by us and who has agreed to be responsible for the Account.

2. Authorized participation in the Program is restricted to Cardholders who are U.S. residents, who are 18 or more years old, and who maintain their Account in good standing.

3. Your participation in the Program indicates your acceptance of and agreement to these Terms and Conditions.

4. We reserve the right to approve, deny, or cancel participation in the Program by any individual at any time.

5. We may suspend or terminate your participation in the Program if you are in violation of either the terms of your Cardholder Agreement that governs your Account (your "Agreement") or these Terms and Conditions.

6. The Program and its benefits, features, and Rewards are offered by us at our sole discretion and may be terminated by us at any time for any reason.

7. We reserve the right to change these Terms and Conditions as well as the Program and its benefits, features, and Rewards at any time without notice to you to the extent permitted by law, even though such changes may affect the accrual or value of Points or Rewards. Changes may be prospectively or retroactively applied.

8. Interpretation of these Terms and Conditions and application of same to the benefits, features, and Rewards of the Program shall be determined solely by us.

9. Capitalized terms not defined in these Terms and Conditions have the meaning set forth in your Agreement.

10. The Program is void where prohibited by federal, state, or local law.

11. Determination and payment of personal tax liability is the sole responsibility of each Cardholder participating in the Program.

12. Neither we and our Affiliates nor Visa and its respective Affiliates and member banks shall be liable for bodily harm or property damage, whether foreseen or unforeseen, that may result from your participation in the Program and the redemption of Points.

13. Without notice to you and at any time, we, as Assignor, may assign, sell or transfer any of our rights and/or obligations under these Terms and Conditions to one or more third parties or one or more Affiliates (each an "Assignee"). If we do, these Term and Conditions will still be in effect unless and until amended, and any references made in the terms and conditions to "we", "us" and "our" will refer to the Assignee(s) as applicable. You may not assign your rights or obligations and vest that obligation in the Assignee. Any assignment of a right or obligation will fully extinguish the assigned right or obligation as to the Assignor and vest that right or obligation in the Assignee.

14. The Program is governed by Utah law without regard to any conflict of law principles therein. We extend these Terms and Conditions and Program benefits, features, and Rewards to you in and from the state of Utah, regardless of where you reside or use your Card or Account or earn or redeem the Points.

15. You will earn 2 MINI Motoring Points ("Points") for each dollar of Net Purchases (as described below) charged to your Account during each billing cycle at the following types of retail establishments (based on retail merchant categories as defined by Visa USA): gasoline service stations, carwashes, bridge and road fees and tolls, and MINI dealerships. We will not be responsible for awarding Points for Net Purchases made at retail establishments that do not accurately report transactions using the appropriate retail merchant categories as defined by Visa USA. You will also earn 1 point for each dollar of other Net Purchases charged to your Account during each billing cycle. Net Purchases for a statement period are determined by totaling all new Purchases (as defined in your Cardholder Agreement) that are charged to the Account during the billing cycle, excluding the amounts specified in section 16 below, and then subtracting returns posted to the Account during the billing cycle. We may round Net Purchases up or down to a whole dollar amount for purposes of awarding Points.

16. You will NOT earn Points for other Account transactions, such as Cash Advances (as defined in your Cardholder Agreement), Balance Transfers, or Check transactions unless otherwise provided in advertised special promotions. You will not accumulate Points for unauthorized Account transactions, interest, or for Account fees or charges of any kind, including, without limitation, Finance Charges, Late Fees, Returned Payment Fees, Overlimit Fees, and Administrative Fees. Points will not be awarded for any billing cycle if your Account is terminated (by you or us) or is not current (that is, if your Minimum Monthly Payment is past due) as of the closing date for that billing cycle, or if you are otherwise in violation of your Cardholder Agreement or these Terms and Conditions.

17. We may withdraw any Points that were awarded for unauthorized Purchases, or other transactions that are not eligible under the Program, and we reserve the right to withdraw Points and/or cancel any benefits or Rewards if we reasonably believe that a Purchase was fraudulent, illegal, or otherwise not a bona fide purchase of goods or services delivered or performed by a merchant and not returned by you. We may decide in our sole discretion which transactions qualify for Points, now and in the future. If your Account is terminated (by you or us) for any reason, any otherwise redeemable Points accumulated by you will be forfeited at the time of Account termination. In addition, all your Points will be forfeited if your Account becomes 3 payments past due.

18. Fraud or abuse related to the accrual of Points or redemption of Rewards may result in forfeiture of accrued Points as well as cancellation of your participation in the Program.

19. Points are considered earned and available for redemption as of the first monthly Periodic Statement date following the date that each Net Purchase is posted to your Account.

20. Points activity, Points redemptions, and Points availability will be printed in the MINI Motoring Rewards section of your monthly Periodic Statement. We reserve the right to substitute redemption requests with goods or services which are similar in nature or equal in value. You may only redeem Points for Rewards if your Account is open and current under the terms of your Agreement. Points are not transferable, are not redeemable for cash, and cannot be used as payments for obligations owed to us or our Affiliates. There will be no refunds, exchanges, replacements or conversions for currency, credit, merchandise, services, discounts, Points, or any other thing of value for unused portions of Rewards.

21. Subject to the amount of your available credit limit on your Account, you can earn up to 20,000 MINI Motoring Reward Points during each monthly billing cycle through qualifying Net Purchases.

22. Points will expire 60 months from the date the Points were earned. Points are redeemed or expire on a first-in, first-out basis, so that the Points you earned first are used or expire before Points earned later.

23. We reserve the right to verify and adjust Points at any time before or after postings and redemptions. Notwithstanding the above, all redemptions are final.

24. For Points information or other questions regarding this Program, you may call MINI Card Customer Service at 1-866-4MY-MINI (1-866-469-6464) at any time.

25. MINI Motoring Points can be redeemed for MINI Motoring Rewards in $50 increments. For every 5,000 MINI Motoring Points you earn, you can redeem $50 worth of MINI Motoring Rewards. To redeem MINI Motoring Reward Points, please call MINI Card Customer Service, 24 hours a day, 7 days a week at 1-866-4MY-MINI (1-866-469-6464).

26. Points can be redeemed for MINI Financing Perks. You can redeem Points for a rebate of up to $5,000 on the purchase, finance, or lease of a MINI, whichever is applicable. If you lease or finance your MINI with MINI Financial Services, you can redeem additional Points for an additional rebate of up to $5,000. You can also redeem Points to offset MINI Financial Services lease-end charges, including excess-mileage fees or excess-wear-and-use charges. Rebate requests must be submitted within 90 days of the purchase, financing or lease inception date, whichever is applicable. To redeem Points for MINI Financing Perks, please call MINI Card Customer Service at 1-866-4MY-MINI (1-866-469-6464).

27. Points can be redeemed for MINI Moolah. MINI Moolah is only accepted at MINI dealerships and can be used for accessories, merchandise, service, repairs and other MINI items. To redeem MINI Moolah, call MINI Card Customer Service at 1-866-4MY-MINI (1-866-469-6464) and request a MINI Moolah Reward. Upon redemption of points, you will receive a MINI Moolah check made payable to the MINI dealership you specify. Upon receipt of your Reward, present the check to the MINI dealership as payment for the goods and services purchased at the MINI dealership.

28. Points can be redeemed for payment of purchases made through the MINI Motoring Gear catalog or the www.MINIUSA.com Motoring Gear website. To redeem points for MINI Motoring Gear, call the MINI Motoring Rewards Redemption Center. You will receive a MINI Motoring Rewards voucher to be used as payment for your MINI merchandise.

29. Points can be redeemed for MINI Valet Miles at participating MINI dealerships. Valet Mile redemption levels may vary per individual dealer. To redeem points for MINI Valet Miles, call MINI Motoring Rewards redemption number and request a MINI Moolah Reward. Upon redemption of points, you will receive a MINI Moolah check made payable to the MINI dealership you specify. Upon receipt of your Reward, present the check to the MINI dealership as payment for the MINI Valet Miles at the MINI dealership.

30. Points can be redeemed to make a donation to a charitable organization listed at www.4MyMINICard.com. The donation will be made by us in the name of BMW Bank of North America. Such donations are not deductible by you for tax purposes and shall not otherwise confer any tax benefit to you.

31. Points can be redeemed and transferred to MINI Motoring Mates (other MINI Credit Card Accountholders who are Program participants) at your discretion.

32. From time to time, Points will be available to redeem for special MINI sponsored events and experiences (MINI Experiences). Complete details will be published either online at www.4MyMINICard.com or in a Cardholder communication in conjunction with each event or experience.