PEPSI /FAMILY DOLLAR FALL FOOTBALL SWEEPSTAKES OFFICIAL RULES

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PEPSI /FAMILY DOLLAR FALL FOOTBALL SWEEPSTAKES OFFICIAL RULES NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN. SWEEPSTAKES OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (D.C.), AGE 18 YEARS OF AGE (19 IN AL or NE) OR OLDER AT TIME OF SWEEPSTAKES ENTRY, (EXCLUSING RESIDENTS OF ALASKA, HAWAII, MONTANA, OREGON AND WASHINGTON STATE). SWEEPSTAKES SHALL BE CONSTRUED AND EVALUATED ACCORDING TO UNITED STATES LAW. DO NOT PARTICIPATE IN THIS SWEEPSTAKES UNLESS YOU ARE ELIGIBLE. VOID WHERE PROHIBITED. MESSAGE AND DATA RATES APPLY. 1. HOW TO ENTER: NO PURCHASE NECESSARY AND NO ENTRY FEE, PAYMENT OR PROOF-OF-PURCHASE NECESSARY TO PARTICIPATE IN SWEEPSTAKES. Sweepstakes begins 9/1/13 at 12:00:00 p.m. (noon) ET and ends 9/28/13, at 11:59:59 a.m. (noon) ET (the "Sweepstakes Period"). To enter the Sweepstakes via text message, use your mobile phone to text PEPSI to 28767, during the Sweepstakes Period, to receive one entry in the Sweepstakes. Participants must have a mobile phone with text messaging capabilities to enter by text message. Participants entering this Sweepstakes via text message may incur a standard text message charge from their wireless service provider for each message sent and received. Approximately a total of two (2) text messages will be required to enter. Multiple messages may be required to communicate with potential winners. Check with your wireless service provider for details on these and any other applicable charges. Participants are solely responsible for any such wireless charges. Not all wireless carriers participate. By entering this Sweepstakes via text messaging the entrant is consenting to receive text and phone messages regarding the Sweepstakes. Entrants will be given the opportunity to cancel (or unsubscribe) each time they receive a text message by sending STOP to the short code above. NO PURCHASE NECESSARY. To enter via online, Visit www.pepsifallfootball.com (the Web Site ), during the Sweepstakes Period, and follow the instructions provided to register and submit an entry. To be eligible to enter, you must be registered on the Web Site. If you are not registered at the Web Site, you must complete the registration page located on the Web Site before entering the Sweepstakes. If you have previously registered at the Web Site, enter your e-mail address at the entry box and click where indicated to submit an entry. Limit one (1) Account per name/address/household. Limit one (1) entry per day per person/address/mobile phone number, regardless of entry method. With respect to text message entries, a Day is defined as a twenty-four (24) hour time period beginning at 12:00:00 a.m. ET and ending at the following 11:59:59 p.m. ET, except the first day of the Sweepstakes Period in which case the first day is defined as beginning 12:00:00 p.m. (noon) ET and ending 11:59:59 p.m. ET of the same day and the last day of the Sweepstakes Period in which case the last day is defined as beginning 12:00:00 a.m. ET and ending 11:59:59 a.m. (noon) ET of the last day of the Sweepstakes Period.

If entering via text message, the person submitting the Sweepstakes entry must be the authorized account holder/user of the mobile phone number, otherwise entry shall be deemed void. In the event of dispute over the identity of a potential winner, entries will be declared made by the registered user of the phone number used at the time of entry, and potential winner may be required to provide identification sufficient to show that he/she is the authorized account holder/user of the mobile phone number submitting the entry. If entering via the Web Site, the name of the person submitting the email address upon Sweepstakes entry must be the name of the person who registered on the Web Site with such email address, and the authorized account holder of such email address, otherwise, entry may be deemed void. In the event of dispute over the identity of a potential winner, an online entry will be declared made by the authorized account holder of the email address submitted at the time of entry, and potential winner may be required to provide identification sufficient to show that he/she is the authorized account holder of such email address. It is solely the responsibility of the entrant to notify the Sponsor in writing if the entrant changes his or her email or postal address during the Sweepstakes Period. Proof of text messaging or emailing does not constitute proof of delivery or entry. All entries become the property of Sponsor and will not be returned to entrant. Every entry submission must be manually keystroked and manually entered by the individual entrant; automated and/or repetitive electronic submission of entries (including but not limited to entries made using any script, macro, bot or sweepstakes service) will be disqualified and transmissions from these or related phone numbers may be blocked. 2. ELIGIBILITY: LEGAL RESIDENTS OF THE 50 UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA (D.C.), AGE 18 YEARS OF AGE (19 in AL or NE) OR OLDER AT TIME OF SWEEPSTAKES ENTRY, (EXCLUSING RESIDENTS OF ALASKA, HAWAII, MONTANA, OREGON AND WASHINGTON STATE) to be eligible to win. Potential winners may be required to provide proof of legal U.S. residency, if requested by Sponsor, to determine eligibility and as a condition of prize award. Employees of Family Dollar Stores, Inc., NFL Entities (as defined below),, PepsiCo, Inc. and its bottlers, Pepsi Beverages Company and Pepsi-Cola Company; and their respective parents, affiliates, subsidiaries, and advertising and promotion agencies, (collectively, Sponsor and Promotion Parties ) and members of their immediate family (spouse, parents, children, siblings and their respective spouses, regardless of where they reside), and/or those persons living in the same households of each, whether or not related, are not eligible to enter, play or win. Void in Alaska, Hawaii, Montana, Oregon and Washington, and where prohibited. Subject to all applicable federal, state and local laws. 3. PRIZES: One (1) Grand Prize will be awarded consisting of a trip for Grand Prize winner and three (3) guests to New York to attend Super Bowl XLVIII on February 2, 2014. Travel dates: January 31, 2014 to February 3, 2014. Trip consists of: Round-trip

coach air transportation for four (4) from an airport near winner's U.S. home (airport and carrier selected by Sponsor), one (1) double-occupancy standard hotel room for three (3) nights, $750 spending money (awarded in the form of a check, payable to winner), four (4) tickets to Super Bowl XLVIII (upper level end zone), transportation to include game day transportation and tickets to Pepsi Super Bowl Party. All other expenses not specifically mentioned herein, such as for meals, gratuities, ground transportation, parking etc. are solely the responsibility of prize winner. Travel must be taken on dates specified by Sponsor at time of notification; no alternative travel dates are available. Travel dates are subject to change. All travel subject to availability, blackout periods, government restrictions and regulations, hotel, airline, airport or other transportation terminal (or other types of transportation) restrictions and regulations. Other restrictions may apply. Approximate Retail Value ( ARV ) of Grand Prize trip: Up to $25,800, Sponsor assumes no responsibility for canceled, delayed, suspended or rescheduled events. Travel guests must sign and return a travel release before any ticketing or travel occurs. Winner and guests must have all necessary identification and/or travel documents (e.g., a valid U.S. driver s license) required for travel within the United States. Winner and travel guest must travel on same itinerary. Any minor guest on trip must be accompanied by minor's parent or legal guardian who must be the winner. In lieu of the trip prize, winner may take a cash alternative of $8,000.. ARV of Grand Prize Cash Alternative: $8,000. Under no circumstances can the Grand Prize trip be combined with the Grand Prize cash alternative. Fifty (50) First Prizes will be awarded, each consisting of a $50 NFLshop.com gift card. ARV: $50 each. Five Hundred (500) Second Prizes will be awarded, each consisting of a $25 Family Dollar gift card. ARV: $25 each. All gift cards subject to terms and conditions as set by issuer. Total ARV of all prizes is up to: $40,800. 4. DRAWING: Prize winners will be selected in a random drawing from among all eligible entries received during the Sweepstakes Period. Drawing to be held on or about October 4, 2013. Odds of winning depend upon the number of eligible entries received. Drawing will be conducted by an independent judging organization, whose decisions shall be final and binding in all matters relating to this Sweepstakes. Entries submitted during the Sweepstakes Period are only eligible for this Sweepstakes and do not remain eligible for any subsequent sweepstakes. All prizes will be awarded. 5. WINNER NOTIFICATION: Winners will notified by phone, mail and/or email. Sponsor is not responsible for suspended or discontinued wireless service which may result in a potential winner not receiving initial prize notification. Sponsor is not responsible for any change in entrant's email, and/or telephone number. Once potential winner confirmation is received by Sponsor, the potential prize winner may be sent an Affidavit of Eligibility and Liability/Publicity Release to be signed and returned within the number of days indicated on the Affidavit. If attempted notification is returned as undeliverable, if any required documents are not returned within the required number of days, if winner cannot be verified, if winner is unable to travel/attend on the specified dates or if winner is otherwise unable to accept the prize as stated, prize will be forfeited and may be awarded to an alternate winner.

6. GENERAL: Prizes will be awarded and/or delivered only to addresses within one of the eligible states listed in Rule 2 above. Except as determined by Sponsor in its sole discretion, no substitution of prize is offered, no transfer of prize to a third party is permitted, and non-cash prizes may not be redeemed for cash value (unless at the sole discretion of Sponsor). Prize winner will be solely responsible for all applicable federal, state and local taxes on prizes. If applicable, winners may receive an IRS Form 1099 for the retail value of the prize. All other expenses on the receipt and use of the prize not specifically mentioned herein are solely the responsibility of the winner. Any portion of a prize not accepted by winner will be forfeited. 7. CONDUCT: By entering this Sweepstakes, entrants agree to be bound by these Official Rules and the decisions of the judges that shall be final and binding in all respects. The Official Rules will be online at WWW.PEPSIFALLFOOTBALL.COM throughout the Sweepstakes Period. Failure to comply with these Official Rules may result in disqualification. Sponsor reserves the right at its sole discretion to disqualify any individual found to be tampering with the entry process or the operation of the Sweepstakes; or to be acting in any manner deemed by Sponsor to be in violation of the Official Rules; or to be acting in any manner deemed by Sponsor to be unsportsmanlike or disruptive, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY A USER OR ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. 8. LIMITATIONS OF LIABILITY: Sponsor and Promotion Parties assume no responsibility or liability for (a) any incorrect or inaccurate entry information, or for any faulty or failed electronic data transmissions; (b) any unauthorized access to, or theft, destruction or alteration of entries at any point in the operation of this Sweepstakes; (c) any technical malfunction, failure, error, omission, interruption, deletion, defect, delay in operation or communications line failure, regardless of cause, with regard to any equipment, systems, networks, lines, satellites, servers, computers or providers utilized in any aspect of the operation of the Sweepstakes; (d) any injury or damage to participants or to any other person's phone which may be related to or resulting from any attempt to participate in the Sweepstakes. If, for any reason, the Sweepstakes is not capable of running as planned for reasons which may include without limitation, tampering, unauthorized intervention, fraud, technical failures, or any other causes which may corrupt or affect the administration, security, fairness, integrity or proper conduct of this Sweepstakes, then Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Sweepstakes in whole or in part. 9. RELEASES: All entrants, as a condition of entry into the Sweepstakes, agree to release Sponsor and Promotion Parties from and against any and all liability, claims or actions of any kind whatsoever for injuries, damages, or losses to persons or property which may be sustained in connection with submitting an entry or otherwise

participating in any aspect of the Sweepstakes, the receipt, ownership or use of any prize awarded, or while preparing for, participating in or traveling to or from any prizerelated activity or any typographical or other error in these Official Rules or the announcement of offering of any prize. The winner shall bear all risk of loss or damage to their prize after it has been delivered. Sponsor makes no representations or warranties of any kind concerning the appearance, safety or performance of any prize. Except for residents of Tennessee and where prohibited by law, winners grant to Sponsor the right to print, publish, broadcast and use worldwide in any media now known or hereinafter known (including without limitation use online at the Web Site) the winner s name, address, voice, statement, picture or other likeness, without additional compensation, for public relations, advertising and promotional purposes as may be determined by Sponsor. 10. WINNERS LIST: For the names of the winners, send a self-addressed, stamped envelope postmarked by November 4, 2013 to: PEPSI/FAMILY DOLLAR FALL FOOTBALL SWEEPSTAKES WINNERS LIST REQUEST, P.O. Box 3000, Dept. 863-732, Young America, MN 55558-3000. 11. SPONSOR: Pepsi-Cola Company, 1111 Westchester Ave., White Plains, NY PEPSI MAX and the Pepsi Globe are registered trademarks of PepsiCo, Inc. THE NFL ENTITIES: The National Football League, its member professional football clubs, NFL Ventures, Inc., NFL Ventures, L.P., NFL Properties LLC, NFL Enterprises LLC and each of their respective subsidiaries, affiliates, shareholders, officers, directors, agents, representatives, and employees (collectively, the NFL Entities ) will have no liability or responsibility for any claim arising in connection with participation in this sweepstakes or any prize awarded. The NFL Entities have not offered or sponsored this sweepstakes in any way.