TAM LINHAS AÉREAS S.A.

REGULATION OF THE LATAM Fidelidade PROGRAM

The LATAM Fidelidade PROGRAM (“Program”), developed by the company TAM LINHAS AÉREAS S.A. (“TAM”), registered under CNPJ No. 02.012.862/0001-60, encourages the use of its air transportation services by the Customer ("Customer").

This regulation was originally written in Portuguese. If there is any question about its interpretation, the text in Portuguese shall prevail.

1. General Conditions:

1.1. All individuals over (02) years of age registered in accordance with this Regulation, with the LATAM Fidelidade Card (“Card”) and/or the LATAM Fidelidade Credit Card (“Credit Card”), hereinafter “Customer(s)”, may participate in this Program.

1.1.1. If the Customer is partially (under 18 and over 16 years of age) or completely (under 18) incapable of legal consent, it is herein understood and stated that his registration to the Program and ensuing acceptance of this Regulation was carried out with the knowledge and consent of his parents or guardians, as the case may be, who then become responsible for his actions regarding the use of the Program in the event of any unlawful conduct that may breach current civil legislation.

1.2. The Customer is responsible for knowing this Regulation and the information that is provided to TAM, and must maintain his registration information up to date, especially his email address and contact telephone number.

1.3. To join the Program, the Customer can apply through the website www.tamfidelidade.com.br ("Website") or using the Application Form that is available at airports and on TAM flights (which must be submitted to a TAM employee according to the instructions contained therein) or through other methods disclosed by TAM. Only one application per Customer is allowed.

1.4. The Customer’s registration data can only be changed, and/or a new password issued, by the Customer himself by sending the necessary documentation to TAM, at any time, via a request through TAM’s call center or via the Website.

1.5. By using his Card and/or Credit Card to accrue the Points (“Points”) needed to enjoy the benefits of the Program, the Customer signifies his acceptance of all the rules and conditions set forth in this Regulation.

1.5.1. For the purpose of demonstrating the Customer’s valid acceptance of this document, as well as his willingness to do so, TAM may store log entries of his acceptance upon registration.

1.5.2. In case of total or partial disagreement with any of the terms in this Regulation, the Customer must refrain from completing his registration in any of the TAM portals.

1.6. The Points, award tickets and Cards are the property of TAM and can only be used in accordance with the stipulations of this Regulation.

1.7. It is expressly prohibited for Customers to sell or transact in any way whatsoever the Program’s benefits, advantages or award tickets, including, without limitation, buying, selling, transferring, donating or exchanging Points. Evidence of such practices will result in the immediate exclusion of the Customer from the Program and the cancellation of all his Points, as well as applicable legal actions.

1.8. The Points obtained under this Regulation are personal and not transferable - they cannot be transferred to third parties in any way, including by succession or inheritance; therefore, in the event the Program account holder is deceased, the account will be closed and his Points and award tickets will be canceled.

1.8.1. TAM reserves the right to remove the Customer from the Program and cancel his Points, irrespective of any applicable legal actions, at the time it becomes aware of substantiated misconduct, deceit or malice on the part of the Customer while using or obtaining the Program’s benefits, and to prevent his future participation in the Program, without any compensation.

1.9. TAM reserves the right to temporarily suspend, at any time, upon a 90 (ninety) day prior notice to the Customer of said suspension, the use of award tickets or Point redemption.

1.10. TAM may cancel or change the Program, as well as make any changes to this regulation, at any time and upon prior notice to the Customer.

1.11. In the event of partial of full noncompliance to this Regulation due to any lawful reason or official regulation imposed by the countries where TAM or its authorized companies operate, TAM and the authorized companies shall be exempt of liability.

1.12. Customers can accrue and/or redeem points in the LATAM Fidelidade Program on flights operated by partner airlines, including members of the global oneworld, whereby the accrual and/or redemption of points is conditioned on the existence of an individual partnership agreement between TAM and such partner companies. The information on partnerships can be found on the Website and on TAM’s customer service channels. The Points, in such cases, will be granted by TAM to Customers as per the agreements signed between TAM and said partner companies.

1.13. Customers can accrue and/or redeem regular points and differentiated points ("Bonus Points") in the LATAM Fidelidade Program on flights operated by TAM or by TAM Airlines, Lan Airlines, Lan Peru, Lan Argentina, Lan Ecuador and Lan Colombia, whereby the accrual and/or redemption of points is conditioned on the existence of an individual partnership agreement between TAM and such partner companies. The information on partnerships can be found on the Website and on TAM’s customer service channels. The Points, in such cases, will be granted by TAM to Customers as per the agreements signed between TAM and said partner companies.

1.14. The points obtained by Customers in accordance to this Regulation will be calculated for use in the LATAM Fidelidade Program as well as in the Multiplus ("Multiplus”) network. For additional information on the Multiplus network, Customers should consult that specific Regulation on the website www.multiplusfidelidade.com.br.

2. Methods of Point Accrual:

2.1. Points accrued in air travel: considering the origin and final destination of a specific segment flown, the account holder who is duly registered in the Program according to this Regulation will earn a number of Points that may vary according to the fare actually paid and the category of his Card, according to the regulations and information provided to the Customer at the time of purchase of the ticket and on the Website.

2.1.1. The Points earned for air travel are personal and nontransferable and will therefore be exclusively assigned to Customers who actually board the flight and present their Card at Check-in, or who provide their Card number to TAM during the reservation process, ensuring that the Program will not benefit the party responsible for payment of the fare, but rather the account holder who is named on the ticket.

2.1.2. The Program Points will be assigned for regular TAM flights and flights on other airlines with signed agreements with the Program, which are disclosed on the Website.

2.1.3. Codeshare TAM flights, or those of the Program's partner airlines, operated with aircraft belonging to other airlines, are not subject to Points accrual in the Program, except where previously disclosed by TAM and where the Customer is informed of the exception at the time of ticket purchase.

2.1.4. Partnership agreements can be changed or revoked, at any time, upon prior notice to Customers, whereby it is up to the Customers to consult the communication channels provided by TAM and partner companies for such changes.

2.1.5. The credit of Points resulting from travel on TAM flights into the Customer’s Multiplus account will take place in at most (ten) days from the date of the flight, as long as the Customer has complied with all of the procedures stipulated in this Regulation. This timeframe may be extended so that TAM might conduct the necessary validations.

2.2. Points accrued by using the TAM Credit Card: upon payment of the expenses incurred in the purchase of goods, products or services and, in some cases, the annuity of the Credit Card, and according to the information duly provided by the administrator of said Credit Card, TAM will issue the Points accrued during the period to the Customer. The date for the Points accrual will be the clearance date of the payment by the Credit Card administrator. Finance or loan payments of any sort will not be subject to Points accrual. The points accrued for the expenses incurred on the account’s Additional Credit Card will be credited to the main card holder.

2.2.1. TAM is in no way responsible, directly or indirectly, in any affiliated or joint capacity, for the approval of the Credit Card application by Customers, whereby it is the sole responsibility of the respective Credit Card administrators to analyze and approve applications submitted by Customers.

2.3. Points accrued on the purchase of TAM VIAGENS products: through a partnership signed between TAM and “TAM VIAGENS”, Customers can earn Points in the Program through the purchase of complete travel packages and other products offered by TAM VIAGENS. TAM is in no way responsible, directly or indirectly, in any affiliated or joint capacity, for the products provided by TAM VIAGENS.

2.3.1. It is the responsibility of TAM VIAGENS to provide all of the information and clarifications about the partnership to its Customers, especially those relating to the credit of Points, conditions for transferring points acquired in the method communicated by TAM VIAGENS, and to the equivalence of the value of its products or services to the Points in the LATAM Fidelidade Program.

2.4. When the Customer shows up for check-in on TAM flights, he is required to show his Card or Credit Card, or provide his registration number with the LATAM Fidelidade Program in order to record the respective Points; failure to do so may result in the forfeit of his right to the points.

2.4.1. For tracking purposes and/or to request the manual credit of Points, the Customer must retain the ticket and its respective boarding cards, or the documentation relating to the payment of the Credit Card bill. These documents must be presented in the event of complaints about any advantage or benefit provided by the Program. In cases where Points were not issued or recorded in the Program, or if there is an inconsistency, the Customer must send TAM copies of the abovementioned documents, within 6 (six) months from the date of the event in question, for an analysis of the request. Once that time period has elapsed without any expressed communication, the points will be forfeit.

2.5. Points are cumulative in the Customer’s Multiplus account, whereby it is at TAM’s sole discretion to add special promotions, for specific periods of time, while the Program is effective, both for the accrual and for the redemption of award tickets, where said promotions may be publicized through TAM’s website, as well as through email marketing campaigns and, in some cases, the general media.

2.6. In the following situations tickets will not accrue points: those with specific promotional or reduced fares, due to specific commercial, financial or legal agreements, on non-regular flights, complimentary flights, flights by other airlines that are not duly endorsed by TAM, partner airline or oneworld flights that are not within the TAM loyalty program agreement, flights for employees and/or third parties travelling on TAM business, or on business of associated or affiliated companies, and in other cases as determined by TAM.

2.7. TAM reserves the right to cancel Points originating from tickets considered irregular, as well as suspend the redemption of Points from Customers who are in default with TAM or under any other irregularity.

3. Points Redemption:

3.1. Points accrued by the Customer in compliance to the stipulations in this Regulation will be automatically issued to his Multiplus account and may be redeemed by the Customer as follows: (i) issuing award tickets to be used on regular TAM flights or partner airlines, (ii) for service class upgrades when paying full fare or on fares specified by TAM, and (iii) for the payment of administrative fees exclusively related to the Program, according to item 3.10, whereby points may not be used for the payment of boarding fees or any other government charges. TAM can, at any time, issue new Point redemption options, or replace or change current options.

3.2. Points redemption must use a personal password, which will be sent via email after the accrual of the minimum amount of points necessary in the manner disclosed in the Program’s communications methods. The password received by the Customer is for his personal use, it is non-transferrable and known only to him. It is the Customer’s responsibility to keep the password confidential and never disclose or share it with anyone in any way. The password may be changed by the Customer, at any time, as per the instructions provided by Multiplus.

3.2.1. When points are redeemed, an authorization code may be requested, which will be sent to the Customer's telephone number as listed on the Multiplus records. The Customer agrees to keep his contact telephone numbers up to date, as well as maintain the authorization code received strictly confidential, never disclosing or sharing it in any way.

3.2.2. The customer is responsible for all the actions conducted under his personal password and authorization code, including responsibility for damages due to their improper use by third parties, exempting TAM from any responsibility for any improper use.

3.3. In order to issue an award ticket in the name of the Card and/or Credit Card holder, it is necessary that the Points have been credited to the Customer’s account and that they have not expired, that is, that 2 (two) years have not elapsed since the issuance of the oldest Points.

3.3.1. The Customer must consult TAM, through its communications channels, to obtain information about the current Program, including his consolidated Points statement. The Customer must contact Multiplus for detailed information on Points and related information.

3.4. The Customer must make his reservation ahead of time, as applicable, for the desired TAM flight and necessarily state that he will use Program Points and provide the date and time for the flight as well as the desired class in the aircraft. The reservation will be limited to the classes specified for this type of transaction and the reservation will be conditioned on the number of points available in the Customer's Multiplus account for issuing tickets and/or to the seat availability in the flight on the date selected. Therefore, if the Customer does not have the required Points or the award ticket reservation class is not available in the selected flight, the reservation will not be completed, even if seats are available in other classes. Once the reservation is made, the award ticket will be issued immediately.

3.4.1. Starting on June 1, 2013, TAM destinations will be available for redemption 365 days before the date of the flight.

3.5. The customer is aware that the Points necessary for obtaining advantages in this Program may vary according to several factors, such as: the segments, the number of connections available in the chosen segment, flights, dates, aircraft, service classes, fares, high and low seasons, sales channels chosen by the Customer and other variables, whereby the Customer must find information on the Points tables beforehand in the communication channels made available by TAM, as per clause 3.5.2 below.

3.5.1. Starting on June 1, 2013, three types of redemption profiles will be available to redeem award tickets on TAM flights: PROMO, CLASSIC and UNRESTRICTED, where the specific rules for each profile are available in the TAM communication channels and on the Website.

3.5.2. The table with the Points required to obtain advantages and benefits in this Program and the release of promotions involving the Program will be disclosed by TAM to participants on its Website, by mail, advertising or other communication methods available to TAM, whereby these tables may be changed while the Program is effective, given prior notice to Customers of 90 (ninety) days, except in the case of promotional tables.

3.6. Both for Points redeemed for flights operated by TAM and for flights operated by TAM’s partner airlines, the Customer may issue tickets for outbound flights, return only flights or roundtrip flights.

3.7. The Customer may purchase a ticket on one class and fly on the next higher class by redeeming his Points. For that, the original ticket must be purchased using TAM’s form at the full fare, or at specific fares determined by TAM, which also require a number of Points, depending on the conditions of the segment, the fare class available and the date selected for the trip.

3.8. While valid, award tickets will allow for: (i) the replacement of a segment, flight and date, upon payment of an administrative fee according to the redemption profile used, to be paid by the Customer at the time the new ticket is issued, and (ii) the cancellation of unused valid tickets, with the respective refund of unexpired Points (points before the 2 year expiration date), to the Customer’s Multiplus account, minus an administrative fee according to the redemption profile used. Therefore the Points used in acquiring the ticket to be canceled must be valid, as per the terms of this Program.

3.9. In any case, the required Points to obtain the advantages of this Program must have been acquired by a single account holder, who may issue tickets in his name or in the name of a third party of his choice.

3.10. The Customer is responsible for payment of the boarding fee, which is determined by the competent aviation authorities, and other official charges, taxes and fees of any nature that may be levied by national and/or international authorities, as well as for payment of the additional charges relating to services provided by channels made available by TAM in issuing award tickets.

4. Segments:

4.1. Domestic or national segment: are flights with an origin and destination within the Brazilian territory, that is, a flight originating in a Brazilian city with a final destination in a Brazilian city, regardless of connections and stopovers along the way. A new Check-in process at an airport along the route will make that airport the new origin and, therefore, a new segment.

4.2. Regional segment: are flights with an origin and destination within South America, except for domestic or national segments, that is, a flight departing from a city and arriving in another city, where both cities are located in South America, regardless of connections and stopovers along the way. A new Check-in process at an airport during the route will make that airport the new origin and, therefore, a new segment.

4.3. International segment: are flights that originate and/or end at an international destination, except to South America, that is, a trip that originates in one country with a destination in another country, within the same calendar day, or on the next calendar day due to flight time. For the trip not to be considered as a new segment, check-in is only permitted if (i) it is on the same date as the arrival of the flight in the foreign connection airport, (ii) if there is a need for a new check-in for a connection segment on a different airline that has a loyalty program agreement with this Program, or (iii) if said check-in is required by the foreign country as a customs and immigration control procedure.

4.4. Trips will be considered a new segment/flight if they are not within the assumptions listed above.

4.5. As of June 1, 2013, award tickets issued with Points for domestic or national (Brazil) segments, regional segments (within South America) and international segments (other countries, except Brazil and South American countries) must be used within 365 (three hundred and sixty) days of issuance and this period is cannot be extended. Tickets unused after that period will expire and, consequently, the respective points will be lost.

4.6. Until May 31, 2013, tickets issued using Points for flights in national segments and segments within South America, must be used in at most 3 (three) months of issuance; this period cannot be extended, regardless of rescheduling of the tickets after that date. And tickets issued using Points for flights in other international segments must be used in at most 6 (six) months of issuance; this period cannot be extended, regardless of rescheduling of the tickets after that date. Tickets unused after those periods will expire and, consequently, the respective points will be lost and nonrefundable.

5. Card Categories:

5.1. LATAM Fidelidade has 5 (five) card categories (“CARD”): WHITE, Gold, Platinum, Black and Black Signature. At any moment, TAM may create new card categories and/or types, substituting or changing the current types, upon advance notice to Customers.

5.1.1. It is hereby established that, in view of TAM’s participation in the global oneworld, card categories Black Signature and Black will be matched to oneworld´s “Emerald” category, Platinum will be matched to oneworls´s “Sapphire” and the Gold card will be matched to oneworld´s “Ruby” category.

5.2. Until December 2013, in order to be upgraded or to remain in the same CARD category, the Customer must have accrued in the last 12 months (counting from the previous evaluation date) at least the following amount of points, exclusively on TAM or oneworld flights (operated by partner airlines with individual agreements with TAM): (i) 12,000 points for Gold; (ii) 48,000 points for Platinum; (iii) 100,000 points for Black and (iv) 150,000 points accrued exclusively on TAM flights for Black Signature.

5.2.1. Starting in January 1, 2014, in order to be upgraded or to remain in the same CARD category, the Customer must have accrued in the last 12 months (counting from the previous evaluation date) at least the following amount of points, exclusively on TAM or oneworld flights (operated by partner airlines with individual agreements with TAM): (i) 15,000 points for Gold; (ii) 50,000 points for Platinum; (iii) 100,000 points for Black and (iv) 150,000 points accrued exclusively on TAM flights for Black Signature.

5.2.2. Starting on January 1, 2014, if the Customer does not meet the required number of points to be upgraded or to remain in the same CARD category, a second criteria will be considered: the number of TAM flight segments flown in the last 12 (twelve) months, counting from the previous evaluation date, with at least: (i) 15 segments in TAM flights for Gold; (ii) 50 segments in TAM flights for Platinum; (iii) 100 segments in TAM flights for Black; and (iv) 125 segments in TAM flights for Black Signature.

5.3. The Program offers Bonus Points for each card category whenever the Customer flies on a flight operated by TAM, TAM Airlines, Lan Airlines, Lan Peru, Lan Argentina, Lan Ecuador and Lan Colombia, starting June 1, 2013: (i) WHITE will be the baseline points criteria, accruing points according to the ticket fare; (ii) Gold will give the Customer 25% (twenty five percent) more points than WHITE, according to the ticket fare; (iii) Platinum will give the Customer 75% (seventy five percent) more points than WHITE, according to the ticket fare; (iv) Black and Black Signature will give the Customer 100% (one hundred percent) more points than WHITE, according to the ticket fare.

5.3.1. Additional points accrued by higher card categories, or as a result of certain commercial, financial or legal agreements, will be credited separately under the denomination “Bonus” and will not count towards total points required for upgrades, renewals or downgrades in card category.

5.4. The Program may offer each card category exclusive services that will be communicated to Customers in the information distributed with the new cards and at every other opportunity, whenever necessary.

5.5. TAM reserves the right to, under commercial agreements, make LATAM Fidelidade cards available to certain participants, upholding any previously agreed commercial criteria.

5.6. A downgrade to an immediately lower category may be effected based on an annual assessment by TAM of the points accrued during one calendar year (January 1 to December 31).

5.6.1. In March of each year an assessment is performed for the renewal of card categories, considering the previous calendar year. In case the criteria described in clauses 5.2.1 and 5.2.2 have been met by the Customer, the category will be renewed for another 12 (twelve) month period, until March of the following year, when a new assessment will be conducted. If the criteria for upgrading or remaining in a category are not met, the Customer will be downgraded to the next lower category.

5.7. The WHITE Customer must keep the temporary card given out when he filled the application form, or a simple printout of the card if he registered online, or else simply keep the card number that may have been sent by TAM via e-mail or SMS upon his request. The Gold, Platinum, Black and Black Signature Cards will be valid until March of the year following the year when the Customer first joined the category. In other words, the Customer must consider the year in which he joined the category and add 15 (fifteen) months.

6. Program term:

6.1. The program will remain valid indefinitely, unless determined otherwise by TAM upon prior notice to Customers. In case the term is changed, the points credited to the program’s or credit card’s account holder and the award tickets already issued in his name or on his behalf will remain valid for the terms already specified in this regulation.

6.2. This regulation will be governed and interpreted according to Brazilian law.

6.2.1. The air transportation of passengers based on award tickets or the redemption of points is governed by the Brazilian Aeronautic Code (Law # 7.565/86), by the Montreal Convention (Decree # 5.910/06), by Ordinances and Resolutions of the National Civil Aviation Agency, and by other applicable legislation.

6.3. This Regulation has been duly registered at the 1st Office of Titles and Documents Registry of the city of São Paulo and replaces and voids any other previously registered.

São Paulo, April 1, 2014.


TAM LINHAS AÉREAS S/A