TIER-1:

A Member who enrolls for Rapid Rewards Program will be eligible for the benefits
provided by SWA. Rapid Rewards program is divided into different Tiers Levels, through which
Members can earn more benefit.

Based on the transactions performed by Rapid Rewards Members, SWA decides Member
Tier level. Depending on the tier level allotted to a particular Member and also on the
transactions performed, he will earn more points and tier level will be incremented. So, SWA
decides whether a Member is eligible for these benefits or not.

Rapid Rewards Tier Status qualification will be based on the calendar year and once a
Tier Status is reached, the Member will begin enjoying the benefits of their Tier Status
immediately. They will maintain their Tier Status for all of the remainder of the calendar year
and the entire calendar year immediately following the year in which they earned the status. For
example, a Member who reaches status on June 20, 2010 will maintain that status for the
remainder of 2010 and all of 2011.

SWA decides Member Tier level based on the Tier Qualifying Points earned (or) O&D’s
gained. Tier Qualifying Points are earned through the purchase of revenue flights on Southwest
Airlines or through the use of the Rapid Rewards Premier Card from Chase. Points earned
through purchases with Rapid Rewards Partners, purchased points, bonus points or points earned
via a promotion (unless otherwise noted) are not Tier Qualifying Points and do not count toward
A-List and A-List Preferred qualification.

In addition to Tier Qualifying Points, Members can also reach Rapid Rewards Tier Status
by flying O&Ds. For the purpose of Rapid Rewards Tier Status qualification, an O&D is defined
as an origin and destination. When calculating the O&D for Rapid Rewards Tier Status
qualification, the system should consider the final destination of the itinerary to be a single
connection (origin flight and one downline connection flight).

By flying more O&Ds, earning more points, and/or using the Southwest Airlines Chase
Visa Credit Card, our Members will have the ability to earn Rapid Rewards Tier Status and
enjoy additional Membership benefits.
Basically, Tiers are classified into 3 different levels:

1) Rapid Rewards
2) Rapid Rewards Promotions
3) Companion

Let us discuss in detail about different types of Tier Levels.

1) Rapid Rewards:
Rapid Rewards Tier is divided into 3 layers:

 None [0-34999 Tier Qualifying points]

 A-List [35000-69999 Tier Qualifying points (or) 25 O&D’s per calendar year]
 A-List Preferred [above 75000 Tier Qualifying points (or) 50 O&D’s per calendar
year]

Rapid Rewards Tier Level mainly depends on the points (or) O&D’s earned by a
Member. Initially, every Member will be in “None” Tier. Once the Member gain 34,999
points (or) 25 O&D’s by performing Accrual transactions, his Tier status will be changed
to “A-List” Tier. If a Member earns above 75,000 points (or) 50 O&D’s, his Tier status
will be changed to “A-List Preferred” Tier. Depending on the Points (or) O&D’s earned
by Member, his tier status will be changed.

For Example, if a Member earns 50,000 points and has 50 O&D’s, then his Tier
status will be changed to “A-List Preferred” from “None” Tier.

2) Rapid Rewards Promotions:

Rapid Rewards Promotions Tiers are divided into 3 layers:

 None
 A-List
 A-List Preferred

Rapid Rewards Promotions Tier doesn’t depend on points (or) O&D’s earned by
the Member. When a Member in Rapid Rewards Program doesn’t get enough benefits for
a particular tier, then SWA moves that Member Tier level to Rapid Rewards Promotions
where Member will be treated with high priority and more benefits will be provided. In
this Tier level, SWA decides whether the Member has to move to “A-List Tier” or “A-
List Preferred Tier” without considering points (or) O&D’s.
3) Companion:
Companion Tier is divided into 3 Layers:

 None [0-10,999 Companion Qualifying points]

 Companion [1,10,000 Companion Qualifying points (or) 100 O&D’s]

When a Member earns 1,10,000 points (or) 100 O&D’s in a single calendar year,
then he will earn a Companion Pass. Companion Pass qualification will be based on
calendar year and once the Companion Pass is earned, Members can begin using their
Companion Pass immediately. They will maintain their Companion Pass for the
remainder of the calendar year and the entire calendar year immediately following the
year in which they earned it. To continue their Companion Pass privileges, Members
must re-qualify each year. Flights flown and points earned between January 1 st and
December 31st will count toward requalification for the following year.

Using Companion Pass, Member can declare another person as a companion and
book a flight for the declared companion. The Companion can fly for free with the
Member any time the Member travels regardless of whether the Member is traveling on a
revenue ticket or reward travel. When a Companion Pass holder books a flight for
another person, that person can be a contact (or) customer (or) Member. A Member can
change the Companion declaration 3 times during the qualification period. The Member
can make the initial declaration online, in person at the station, or by phone with CS&S
or Customer Relations. Also, same PNR will be generated for both Companion Pass
holder and declared companion.

When a Companion Pass holder travels with another person, the privileges
provided for Companion Pass holder and declared person will be same. The terms and
conditions of the Companion Pass require that the Member and Companion travel
together on the same plane. If the Companion is not traveling with the sponsoring
Member, the Companion will be required to pay for the ticket. If the Member knowingly
violates the terms of the Companion Pass program and intentionally books the
Companion for travel on a flight not accompanied by the Member, the Member will be
notified of the violation and Southwest Airlines has to right to terminate the Member’s
Companion Pass privilege. In cases of irregular operations where Southwest Airlines has
to accommodate the Member and Companion on separate flights, the Companion will not
be required to pay for the ticket and there will be no penalty to the Member.