PEPSI SMASH FERGIE SWEEPSTAKES
ONLINE SWEEPSTAKES
Official Rules

NO PURCHASE NECESSARY.

SWEEPSTAKES SHALL BE CONSTRUED AND EVALUATED ACCORDING TO THE LAWS OF THE STATE OF NEW YORK. VOID WHERE PROHIBITED.

WINNER AND TRAVEL COMPANION MUST BE ABLE TO TRAVEL TO LOS ANGELES, CA FROM AUGUST 29, 2008 THROUGH AUGUST 31, 2008 OR PRIZE WILL BE FORFEITED.

1. SWEEPSTAKES: Pepsi Smash Fergie Online Sweepstakes (the �Sweepstakes�) starts June 2, 2008 at 12:00:01 a.m. EST and ends July 13, 2008 at 11:59:59 p.m. EST (the "Sweepstakes Period"). The computer of Yahoo! Inc. is the official time-keeping device of the Sweepstakes.

2. ELIGIBILITY: You must be thirteen (13) years of age or older and a legal resident of the United States residing in the fifty (50) states or District of Columbia at the time of entry to be eligible to participate in the Promotion. Any prize won by a minor under the age of 18 (19 in AL or NE) will be awarded to minor�s parent or legal guardian who must sign all prize acceptance documents and accept prize on behalf of minor. 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 Pepsi-Cola Company and its bottlers, Yahoo! Inc., and each of their respective parents, subsidiaries, affiliates, divisions, distributors, suppliers, printers, distributors and advertising, promotional and judging agencies (collectively �Sponsor and Promotion Parties�) and the immediate family members of such employees (parent, child, sibling, spouse) and persons living in the same household as such employees (whether related or not) are not eligible to win.

3. HOW TO ENTER: No Purchase Necessary, and no entry fee, payment or proof-of-purchase necessary to participate in the Sweepstakes. To enter the Sweepstakes go to www.PepsiSmash.com (�Web Site�) during the Sweepstakes Period and register for the Promotion by using your Yahoo! ID along with a complete, valid name, address, phone number, gender and date of birth. If you are not an existing Yahoo! ID holder, you will be required to create a free Yahoo! ID ("Account") prior to registering for the Sweepstakes. There is no purchase or other obligation incurred by creating a Yahoo! ID and a credit card is not required. Limit one (1) Account per person. Limit one (1) entry per person during the Sweepstakes Period. For purposes of these rules, a day is defined as 12:00:00 a.m. ET trough 11:59:59 p.m. ET. The Yahoo! database clock is the official timekeeping device of the Sweepstakes. Each person may enter the Sweepstakes from only one Account; entries made by one person from multiple Accounts under different Yahoo! IDs may be voided by Sponsor in its sole discretion. Accounts or entries cannot be assigned or transferred to or shared with a third party. Proof of completing entry form does not constitute proof of delivery or entry.

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 password, 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 the authorized account holder of such email address.

Proof of emailing does not constitute proof of delivery or entry. All entries become the property of Sponsor and will not be returned to entrant. Each entry submission must be manually key stroked 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 email or IP addresses may be blocked.

4. PRIZES: One (1) Grand Prize will be awarded consisting of a trip for two (2) to the Pepsi Smash Live Concert in Los Angeles, CA. Grand Prize includes the following: round coach trip air transportation for two (2) persons (winner and one travel guest) from airport near winner�s residence within the continental U.S. to an airport in the Los Angeles, CA area (itinerary, carrier and airports to be determined by Sponsor); hotel accommodations for two (2) nights (standard double occupancy hotel room); two (2) tickets to the Pepsi Smash Live Concert on August 30, 2008; and $200 spending cash; one (1) re-released �The Dutchess� CD. Estimated retail value $2,000 depending upon winner�s point of travel origin. Any minor guests under the age of 18 (19 in AL or NE) must be accompanied by parent or legal guardian. Winner and travel guest must travel on dates specified by Sponsor (departing August 29, 2008 and returning August 31, 2008); alternate travel dates are not available. No travel extensions permitted. Winner and travel guest must travel on same itinerary. Winner and travel guest must possess all necessary documentation required for air travel (e.g., valid photo identification). If Grand Prize winner resides in close proximity to Los Angeles, CA, ground transportation may be substituted for air transportation at Sponsor�s sole discretion. Unused travel will be forfeited. All other expenses not specifically mentioned herein (including but not limited to taxes, personal charges, meals, tips, gratuities, room service charges, any additional costs charged to the room, and other incidental expenses) are solely the responsibility of prize winner. Travel guest will be required to sign and travel release before any travel occurs. No responsibility is assumed by Sponsor or Promotion Parties for any concert or related event that is delayed, rescheduled, postponed or cancelled in whole or in part for any reason whatsoever, including without limitation, any force majeure event such as hurricane, fire, flood, earthquake, explosion, labor dispute or strike, act of God or public enemy, war, insurrection, or terrorist threat. In the event of such cancellation, neither Sponsor nor Promotion Parties shall have any further liability or obligation to winner.

5. DRAWING: Potential winner will be selected in a random drawing from among all eligible entries received. Drawing will be conducted on or about July 15, 2008 by an independent judging agency whose decisions are final and binding. Odds of winning depend upon the total number of eligible entries received. Entry submitted is only eligible for this Sweepstakes. Any unclaimed prize will not be awarded.

6. GENERAL: Sweepstakes is subject to the laws of the United States only. Prize will be awarded and/or delivered only to address within the United States. 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. Any difference between stated approximate value of prize and actual value of prize will not be awarded. Prize winners will be solely responsible for all applicable federal, state and local taxes on prize. Winner will receive an IRS Form 1099 for the retail value of the prize. All other expenses on the receipt and use of a 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. These Official Rules are accessible from the Web Site 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 suspected of tampering with the entry process or the operation of the Sweepstakes or the Web Site; 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 DAMAGE ANY WEB SITE OR 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 AND COSTS (INCLUDING WITHOUT LIMIATION, ATTORNEYS� FEES) 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, failed, garbled or jumbled 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) inaccessibility or unavailability of the Internet or the Web Site or any combination thereof, or; (e) any injury or damage to participants or to any other person's computer which may be related to or resulting from any attempt to participate in the Sweepstakes or download any materials in the Sweepstakes. If, for any reason, the Sweepstakes is not capable of running as planned for reasons which may include without limitation, infection by computer virus, bugs, 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. WINNER NOTIFICATION: Potential winner will be notified by postal mail at the postal address provided at the time of registration on the Website. Any winner notification returned as undeliverable without a forwarding address will result in prize forfeiture and an alternate winner may be selected at Sponsor�s discretion. Potential winner will be required to sign and return to Sponsor an Affidavit of Eligibility/ Liability Release with (where lawful) a publicity release for receipt by Sponsor by the due date indicated in the notification letter (which may be within seven (7) days or less of notification). If any required documents are not returned within the required number of days, or if any mail is returned as undeliverable without a forwarding address, then prize may be forfeited and an alternate winner may be selected at Sponsor�s discretion.

10. WINNER RELEASES: All entrants, as a condition of entry into the Sweepstakes, agree to release, indemnify, defend and hold harmless PepsiCo, Inc., Pepsi-Cola Company, its bottlers, Yahoo! Inc. and their respective parents, subsidiaries, affiliates, divisions, distributors, suppliers, printers, distributors and advertising, promotional or judging agencies, 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: accessing the Web Site or Sweepstakes page; submitting an entry or otherwise participating in any aspect of the Sweepstakes; the receipt, ownership or use of any prize awarded; preparing for, participating in or traveling to and/or from any prize-related 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, guarantees or warranties of any kind relative to the use or enjoyment of any prize, including but not limited to it appearance, safety or performance. Except for residents of TN and where prohibited by law, winner grants 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.

11. WINNER�S NAME: To request the name of the grand prize winner, email your request before July 15, 2008 to: Pepsi Smash Fergie Sweepstakes, Winners list, PO Box 3646, Dept 11, St. Cloud, MN 56397-3646 and in the subject line reference Pepsi Smash Fergie Online Sweepstakes Winner's Name Request.

12. SPONSOR: Pepsi-Cola Company, 700 Anderson Hill Road, Purchase, New York 10577. Yahoo! Inc. is not a sponsor. Pepsi-Cola is a registered trademark of PepsiCo, Inc.