Visa 2008 Retail Branch Instant Win Game

OFFICIAL RULES

NO PURCHASE, APPLICATION OR OBLIGATION NECESSARY TO ENTER OR WIN. A PURCHASE OR APPLICATION DOES NOT IMPROVE YOUR CHANCES OF WINNING. VOID WHERE PROHIBITED.

These rules apply to the Visa Retail Branch 2008 Instant Win Game ("Game"). This Game will be conducted between January 15, 2008 and December 31, 2008 by different Issuers (as defined below) for various durations during the Game Period ("Issuer's Game Period"), while that Issuer's supply of Game cards lasts. Issuers may use different creative versions and add additional prizes in addition to those being offered by Visa herein. The prizes listed herein are for all participating Issuers' creative versions combined and not any single Issuer's creative version.

1. ELIGIBILITY: The Game is open to all legal residents of the fifty (50) United States and the District of Columbia eighteen (18) years of age or older at time of entry. Employees of Visa U.S.A. Inc. ("Sponsor"), its successors and assigns, Visa International Service Association, its successors and assigns, their respective Member financial institutions, subsidiaries and affiliates, authorized third party issuers of Visa Buxx® cards, Visa Gift cards, Visa TravelMoney® cards and all of their respective parents, prize suppliers and advertising and promotion agencies, including Marden-Kane, Inc. ("Administrator") and its affiliates, and their immediate family members (spouse and parents, children and siblings, and their respective spouses regardless of where they live) and individuals living in the households of the above, whether related or not, are not eligible to enter or win a prize. Entrants, by participating in the Game, agree to be bound by these Official Rules and the Sponsor's decisions. Void where prohibited or restricted by law. The Game is subject to all applicable federal, state and local laws and regulations.

2. HOW TO PLAY: Each time you complete an application for a Visa credit or check card, or a Visa Business credit or check card, or purchase a Visa: (i) Buxx card, (ii) Gift card or (iii) TravelMoney card (each a "Card," or collectively "Cards"), at or from a participating Issuer, you will receive one (1) Game card, while supplies last, from that participating Issuer until the end of that Issuer's Game Period or the supply of that Issuer's Game cards is exhausted, whichever occurs first. A participating "Issuer" is any Visa-authorized issuer or reseller of the above-mentioned Cards that opts to participate in the Game.

If you choose not to complete an application for/or purchase a Card at a local office of your Issuer, you may submit the application or purchase a Card by mail or online, if offered by your Issuer. Online applications or purchases must be completed no later than 11:59:59 PM Eastern Time ("ET") on the last day of the applicable Issuer's Game Period. Mailed applications for a Card or Cards must be postmarked by the last day of the applicable Issuer's Game Period and received no later than seven (7) days thereafter. Upon receipt, your Issuer will mail your Game card via the U.S. mail, while its supply of Game cards last. Or, to receive a Game card, while supplies last, without submitting a completed Card application or purchasing a Card, send a self-addressed, stamped envelope to: Free Game Card, P.O. Box 8018, Grand Rapids, MN 55745-8018. Please indicate the name of your Issuer on the lower left-hand corner of your envelope. All requests must be postmarked by the last day of the applicable Issuer's Game Period and received no later than seven (7) days thereafter. Free Game cards will be sent until the supply of the applicable Issuer's Game cards is exhausted or that Issuer's Game officially ends, whichever occurs first. Limit one (1) request per stamped outer envelope. Mechanically reproduced requests will not be accepted. Residents of VT may omit return postage.

With a coin, gently scratch off the silver covering from your Game card. If your Game card says you are a winner and contains a prize code number, you are the potential winner of the prize indicated, subject to verification of eligibility by the Administrator and compliance with the terms of these Official Rules. See Rule #3 on how to claim your prize. All Game cards that do not contain a winning message are non-winners.

3. HOW TO CLAIM YOUR PRIZE: Prize claims are only redeemable as described herein. Your Issuer of Game cards is not authorized to verify, award or redeem your Game card for a prize. All entries become the property of Sponsor and will not be acknowledged or returned.

If you are a potential instant winner of a Grand Prize: Sign the back of your Game card where indicated and mail your original signed Game card along with a 3"x5" card hand-printed with your name, address and telephone number to: Visa Retail Branch 2008 Instant Win Game Prize Claims, c/o Marden-Kane, Inc., 36 Maple Place, Manhasset, NY 11030, Attn: Cheryl Thornton. All claims must be sent via CERTIFIED MAIL, RETURN RECEIPT REQUESTED. Proof of mailing does not constitute proof of delivery. Retain a photocopy for your records. Facsimiles or photocopies of winning claims will not be accepted. All prize claims must be received by January 31, 2009. If your claim is verified as being a winner, you will be notified by certified mail, return receipt requested, and will be required to complete and sign an Affidavit of Eligibility and Liability Release, IRS Form W-9, and where legal, a Publicity Release, all of which must be returned within 14 days of date of issuance of prize notification or prize will be forfeited and, at Sponsor's discretion, awarded in a Second Chance Sweepstakes drawing (described below). If a potential winner is at least 18 but still considered a minor in his/her state of residence, his or her parent or legal guardian must execute and timely return such documents to Administrator. All other potential winning claims (first through fourth prizes): To claim your prize, go to visa365promo.com and complete the online claim form as directed. After you enter all of the required information, click submit and follow the on-screen instructions. All claims must be received by 11:59:59 PM ET on January 31, 2009. Prizes will be shipped to the address indicated on the prize claim form. Please allow 6-8 weeks for receipt of your prize following completion of verification process. Sponsor reserves the right, in its sole discretion, to verify any potential prize winning Game card or cards. All properly claimed prizes will be awarded. Any Game cards that are reproduced, tampered with, mutilated or changed in any way, or that contain printing, seeding or typographical errors or are obtained outside legitimate channels are automatically void. Any unclaimed Grand Prizes will be awarded in a Second Chance Sweepstakes drawing; all other unclaimed prizes will not be awarded.

4. PRIZES and ODDS OF WINNING: (3) Grand Prizes: $10,000 (awarded as a check). Odds of Winning: 1: 150,000. Approx. Retail Value ("ARV"): $10,000 ea. (400) First Prizes: $25 Visa Gift cards. Odds of Winning: 1: 1,125. ARV $25 ea. (18,000) Second Prizes: $5 Starbucks Cards. Odds of Winning: 1: 25. ARV $5 ea. (18,000) Third Prizes: $5 Chevron® Gift Cards. Odds of Winning: 1: 25. ARV $5 ea. (18,000) Fourth Prizes: $5 Texaco® Gift Cards. Odds of Winning: 1: 25. ARV $5 ea. Total ARV of all prizes: $310,000. $25 Visa Gift Cards, $5 Starbucks Cards, $5 Chevron Gift Cards and $5 Texaco Gift Cards are subject to their respective rules and restrictions. All prizes are awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied (including, without limitation, any implied warranty of merchantability or fitness for a particular purpose), by Sponsor. No cash redemptions, substitutions, transfers or assignments of prizes allowed, except by Sponsor who reserves the right, in its sole discretion, to substitute a prize of comparable or greater value. All taxes and any incidentals and other expenses associated with the prizes not specified herein are the winner's sole responsibility. Limit one (1) prize per person and per household.

5. SECOND CHANCE SWEEPSTAKES: Instant Win Grand Prize winner(s) are not eligible to enter or win the Second Chance Sweepstakes. To enter the Second Chance Sweepstakes, go to visa365promo.com and complete the online registration form as directed and click submit. Only one entry per person or email address for the entire Game Period. All entries must be received by 11:59 PM ET on January 31, 2009. On or about February 11, 2009, a random drawing from among all eligible entries received will be conducted to award, if any, any unclaimed Grand Prizes. The drawing will be under the direction of the Administrator and an independent judging organization, whose decisions are final in all matters relating to the Game. The odds of winning in the second chance drawing depend upon the number of eligible entries received and the number of unclaimed Grand Prizes, if any. The potential winner(s) will be notified by USPS Priority mail with delivery confirmation and will be required to fulfill all requirements imposed on winners set forth herein or prize will be forfeited and awarded to an alternate potential winner.

6. GENERAL CONDITIONS: By participating in the Game, entrants agree to release, indemnify and hold harmless Sponsor, its successors and assigns, Visa International Service Association, its successors and assigns, their respective Member financial institutions, subsidiaries and affiliates, authorized third party issuers of Visa Buxx cards, Visa Gift cards, Visa TravelMoney cards and all of their respective parents, prize suppliers and advertising and promotion agencies, including Administrator and its affiliates and each of their respective agents, representatives, officers, directors, shareholders and employees (collectively, "Releasees") from and against any injuries, losses, damages, claims, actions and any liability of any kind resulting from or arising from participation in the Game or acceptance, possession, use, misuse or nonuse of any prize that may be awarded. This Game and these Official Rules shall be interpreted in accordance with the laws of the State of California without regard to its principles of conflicts of law. Jurisdiction and venue shall be solely within the State of California relating to the administration of the Game. Releasees are not responsible for technical, computer, mechanical, printing, typographical, human or other errors relating to or that may arise in connection with the Game, including, without limitation, errors that may occur in the administration of the Game, the processing of applications, purchases, Game card requests or prize claims, the announcement of the prizes or in any Game-related materials; or for applications, transactions, Game card requests, prize claims or mail that are lost, stolen, late, misdirected, damaged, incomplete, inaccurate, garbled, undelivered, delayed, illegible or postage-due or for applications, transactions, Game card requests or prize claims that fail to enter into the processing system, or are processed, reported or transmitted late or incorrectly or are lost for any reason including computer, paper transfer, human or other error. If in the Sponsor's opinion, there is any suspected or actual evidence of tampering with any portion of the Game, or if computer virus, bugs, unauthorized intervention, fraud or technical difficulties or failures compromise or corrupt or affect the administration, integrity, security, fairness or proper conduct of the Game (or any portion thereof), the judges reserve the right at their sole discretion to disqualify any individual who tampers with the entry process, void any prize claims submitted fraudulently, modify or suspend the Game (or portion thereof) or to terminate the entire Game and, if terminated, any unclaimed Grand Prizes may be awarded, at Sponsor's discretion, in the second chance random drawing. Should the Game be terminated or modified prior to the stated expiration date, notice will be posted on visa365promo.com. If more prize claims, for any prize, are received than are set forth in these rules, all eligible, non-suspect claims may, at Sponsor's discretion, be combined to award the advertised number of prizes in a random drawing. As a condition of entering the Game, participant agrees that: a.) under no circumstances will participant be permitted to obtain awards for, and participant hereby waives all rights to claim, punitive, incidental, consequential or any other damages, other than for actual out-of-pocket expenses; b.) all causes of action arising out of or connected with this Game, or any prizes awarded, shall be resolved individually, without resort to any form of class action; and c.) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, and in no event shall participant be entitled to receive attorneys' fees or other legal costs. Sponsor reserves the right to modify prize award procedures.

By entering the Game, entrants agree to the use of their name, city and state of residence and photograph/likeness for advertising and promotional purposes, worldwide and in perpetuity, in any and all forms of media now known or hereafter devised (including, and without limitation, the Internet), without additional compensation, notification or permission, except where prohibited by law. Upon request, winner will provide consent to such in writing.

Any attempt by an entrant or any other individual to deliberately damage any website or undermine the legitimate operation of the Game is a violation of criminal and civil laws and should such an attempt be made, the Sponsor reserves the right to seek damages and other remedies from any such person to the fullest extent permitted by law.

7. WHO WON?: For the names of the major prize winners ($25 or more), mail a self-addressed, stamped envelope to: Visa Retail Branch 2008 Instant Win Game, Box 702, Sayreville, NJ 08871-0702. Requests must be received no later than 1/15/09. The winners' names will be sent when the second chance drawing has been conducted, if applicable, and the winners have been verified, approximately 2/15/09.

8. Sponsor: Visa U.S.A. Inc., P.O. Box 8999, San Francisco, CA 94128-8999. Game Administrator: Marden-Kane, Inc., 36 Maple Place, Manhasset, NY 11030.

Chevron Corporation is not a sponsor or co-sponsor of this promotion.

Starbucks, the Starbucks logo and the Starbucks Card design are either trademarks or registered trademarks of Starbucks U.S. Brands, LLC. Starbucks is not a participating partner in or sponsor of this offer.

CONSUMER DISCLOSURE: NO PURCHASE, APPLICATION OR OBLIGATION NECESSARY TO ENTER OR WIN. A PURCHASE OR APPLICATION WILL NOT INCREASE YOUR CHANCES OF WINNING. You have not yet won. (3) Grand Prizes: $10,000. Odds: 1: 150,000. ARV: $10,000 ea. (400) First Prizes: $25 Visa Gift cards. Odds: 1: 1,125. ARV $25 ea. (18,000) Second Prizes: $5 Starbucks Cards. Odds: 1: 25. ARV $5 ea. (18,000) Third Prizes: $5 Chevron Gift Cards. Odds: 1: 25. ARV $5 ea. (18,000) Fourth Prizes: $5 Texaco Gift Cards. Odds: 1: 25. ARV $5 ea. ARV of all prizes: $310,000. See Official Rules above for complete prize restrictions. Game ends 12/31/07. Sponsored by Visa U.S.A. Inc., P.O. Box 8999, San Francisco, CA 94128-8999.