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2005 Visa Extras Enrollment Sweepstakes
Official Rules
January 1, 2005

THIS SWEEPSTAKES IS INTENDED FOR VIEWING AND PARTICIPATION ONLY IN THE FIFTY (50) UNITED STATES AND DISTRICT OF COLUMBIA, AND SHALL BE CONSTRUED AND EVALUATED ACCORDING TO THE LAWS OF THE UNITED STATES. PLEASE DO NOT PROCEED IF YOU ARE NOT A LEGAL RESIDENT OF ONE OF THE 50 UNITED STATES OR DISTRICT OF COLUMBIA AT THE TIME OF ENTRY (ENROLLMENT).

No Purchase or Enrollment is Necessary to Enter or Win. Non-Enrollment Entries and Enrollment Entries have an Equal Chance of Winning.

1. To Enter: The sweepstakes begins January 1, 2005, at 12:00:01 a.m. Pacific Time (“PT”), and ends December 31, 2005, at 11:59:59 p.m. PT (“Sweepstakes Period”). An eligible Visa cardholder receives one (1) sweepstakes entry when he/she enrolls his/her eligible Visa card in Visa Extras in one of two ways during the Sweepstakes Period: 1.) by visiting visa.com/extras or visa.com/extras-business and enrolling in Visa Extras, where he/she will be required to complete the online enrollment form, click on “Next Step,” and accept the Terms and Conditions of Visa Extras; or 2.) by enrolling through the Visa Extras toll-free phone line at 1-800-960-8472, where he/she presses “1” and enters required information. To determine if his/her Visa card is eligible for Visa Extras, cardholder should go to visa.com/extras or visa.com/extras-business and enter card number in the “Enroll Now” field. If his/her Visa card is not eligible for Visa Extras, cardholder can still enter. See below for non-enrollment entry information. In the event of a dispute as to who submitted a particular cardholder entry, such entry will be deemed to be submitted by the primary person in whose name the card used to enter the sweepstakes was issued. Cards or card numbers that are stolen, fraudulent, tampered with, or otherwise altered are not eligible for entry.

To enter without purchase or enrollment: Hand-print your name, address, city, state, zip, day and evening phone numbers, and the words “2005 Visa Extras Enrollment Sweepstakes” on a 3" x 5" card, and mail in a stamped #10 envelope(“AMOE”) to: 2005 Visa Extras Enrollment Sweepstakes, P.O. Box 1491, South Bend, IN 46624-1491. Only one entry per postmarked envelope will be accepted. No mechanical reproductions permitted. Entries become the property of Visa U.S.A. Inc. (“Sponsor”) and will not be returned. Limit one entry per person during entire Promotional Period, regardless of method of entry. See Section 3 of the Official Rules for entry deadlines for each drawing.

2. Eligibility: Sweepstakes is open to legal residents of the fifty (50) United States and the District of Columbia who are eighteen (18) years of age or older as of January 1, 2005. Commercial card eligibility is subject to employer policies regarding sweepstakes participation. Employees of Visa U.S.A. Inc., Visa International Service Association, their respective Member financial institutions, their respective parents, subsidiaries and affiliates, prize suppliers, and advertising and promotion agencies of Visa U.S.A. Inc., including asterisk* (“asterisk”), Frankel & Company (“Frankel”), their parent, and its subsidiaries and affiliates, and the immediate families (spouse, and parent, children and siblings, and each of their respective spouses, regardless of where they live) and persons living in the households of each of these individuals, whether related or not, are ineligible. Void where prohibited or restricted by law. The sweepstakes is subject to all applicable federal, state, and local laws and regulations.

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3. Drawing: One (1) random drawing will be conducted from among all eligible entries received each quarter for a total of four (4) quarterly Grand Prize drawings. Mail-in entries will be entered into the quarterly drawing corresponding to its postmark date, provided that it is received by the date specified below; if not, it will be entered into the next available drawing, if any. All non-winning entries from each of the first three quarterly drawings will be rolled into subsequent quarterly drawings. Drawings will be conducted under the direction of asterisk, an independent judging agency.

Drawing # Start Date End Date Online Entry
Received by
AMOE
Postmarked by
AMOE
Received by
Drawing
Date
1 1/1/05 3/31/05 3/31/05
11:59:59 p.m.
PT
3/31/05 4/7/05 4/11/05
2 4/1/05 6/30/05 6/30/05
11:59:59 p.m.
PT
6/30/05 7/7/05 7/11/05
3 7/1/05 9/30/05 9/30/05
11:59:59 p.m.
PT
9/30/05 10/7/05 10/11/05
4 10/1/05 12/31/05 12/31/05
11:59:59 p.m.
PT
12/31/05 1/9/06 1/11/06



4. Odds: Estimated odds of winning a prize are 1:4,000,000; however, actual odds of winning a prize depend upon the total number of eligible entries received for the applicable drawing.

5.Prizes: Ten (10) Grand Prizes will be awarded for each of the four (4) quarterly Grand Prize drawings, for a total of forty (40) Grand Prizes. Each Grand Prize winner will receive 1,000,000 Visa Extras points and a check in the amount of $1,097, which may be used toward the payment of taxes if the winner so chooses. In the event a mail-in entrant wins a Grand Prize, he/she will receive a check in the amount of $3,597 ($2,500, which is the approximate value of 1,000,000 Visa Extras points, plus $1,097). Total Prize Pool Approximate Retail Value (“ARV”): $143,880.

6. Prize Restrictions: Prizes are not transferable. No substitution of prizes permitted except at the sole discretion of Sponsor, who reserves the right to substitute a prize of comparable or greater value. Federal, state, and local taxes and any expenses relating to the acceptance and use of a prize not specified are the responsibility of each winner. Prize/points are subject to the Visa Extras Terms and Conditions, available at visa.com/extras or visa.com/extras-business. Limit one prize per person, family, or household during entire Promotional Period.

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7. Winner Notification: Each potential Grand Prize winner will be notified by phone and/or a traceable method of delivery, and will be required to complete and sign an Affidavit of Eligibility and Liability Release and, where legal, a Publicity Release, both of which must be returned, via prepaid courier, within seven (7) days after issuance of prize notification or the prize will be forfeited and may be awarded to an alternate winner. If a prize is won by a person who is not of the legal age of majority in the state of residence (“minor”), the required documents must be confirmed and signed by winner’s parent or legal guardian, and the prize will be awarded in the name of his/her parent or legal guardian, who will be required to fulfill all requirements imposed on winner set forth herein. Each Grand Prize will be awarded approximately twenty-one (21) days following verification of the returned Affidavit/Release. In the event of noncompliance with these Official Rules, or if a prize or prize notification is unclaimed or returned as undeliverable, the prize may be forfeited and awarded to an alternate winner.

8. Additional Terms: By participating, entrants or, if minors, their parents or legal guardians agree to: a.) the Official Rules and the decisions of the judges and Sponsor, which shall be final in all respects; and b.) release, discharge, indemnify, and hold harmless Visa U.S.A. Inc., Visa International Service Association, their respective Member financial institutions, and each of their respective parent companies, subsidiaries, affiliates, advertising and promotion agencies, including asterisk, Frankel, their respective parent, and its affiliates, and each of their respective officers, directors, shareholders, agents, and employees of the aforementioned entities (collectively, the “Releasees”), from any liability, claims, or damages arising out of their participation in the sweepstakes and the acceptance, use, misuse, or possession of any prize or any reward redeemed with Visa Extras points. By accepting a prize, each winner or, if a minor, his/her parent or legal guardian agrees to, where legal, Sponsor's and its designees’ use of his/her name and/or likeness for advertising and publicity purposes in any and all media now or hereafter known throughout the world in perpetuity without compensation, permission, or notification and, upon request, will provide consent to such use in writing. As a condition of entering the sweepstakes, participant (or parent/legal guardian if participant is a minor) 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 sweepstakes, any prize awarded, or any reward redeemed with Visa Extras points, 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, but in no event attorneys' fees. Sponsor reserves the right to modify prize award procedures at its discretion.

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9. Limitation of Liability: Releasees are not responsible for computer, printing, telephonic, typographical, human, or other errors, including, without limitation, errors which may occur in the administration of the sweepstakes, the announcement of the prizes, the processing of entries, or in any sweepstakes-related materials; for stolen, lost, late, misdirected, undelivered, damaged, incomplete, illegible, or postage-due mail or entries; or for enrollment transactions that are lost, misdirected, or fail to enter into the processing system; or are processed, reported, or transmitted late or incorrectly; or are lost for any reason, including computer, telephonic, paper-transfer, or human error, or electronic, computer, or telephonic malfunction, damage, error, omission, interruption, defect, delay in operation or transmission, or any combination thereof. Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the entry process or the operation of the sweepstakes, visa.com/extras, visa.com/extras-business, or participating web sites; to be acting in violation of the Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten, or harass any other person. Any use of robotic, automatic, programmed, or similar entry methods will void all such entries by such methods. Releasees are not responsible for any incorrect or inaccurate information, whether caused by web-site users or by any of the equipment or programming associated with or utilized in the sweepstakes; operator errors; any error, omission, interruption, deletion, defect, delay in operation or transmission, telephone or communications-line failure, theft, or destruction or unauthorized access of visa.com/extras or visa.com/extras-business or participating web sites; or any injury or damage to participants or to any other person's computer(s) related to or resulting from participating in this sweepstakes, or downloading materials from or use of the participating web sites. If, for any reason, this sweepstakes is not capable of running as planned by reason of infection by computer viruses, bugs, tampering, unauthorized intervention, fraud, actions of entrants, technical failures, or any other causes which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this sweepstakes, Sponsor reserves the right in its sole discretion to disqualify any entrant and/or to cancel, terminate, modify, or suspend this sweepstakes and at its sole discretion award the prize from among all eligible, non-suspect entries validly received prior to the action requiring such modification. By entering, all entrants agree that this sweepstakes is governed by laws of the United States with venue in San Francisco, CA, for the resolution of all claims and disputes (excluding any claims against or disputes involving parties other than Sponsor related to the prize awarded in the sweepstakes). IN NO EVENT WILL THE RELEASEES BE RESPONSIBLE OR LIABLE FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF ACCESS TO AND USE OF THE PARTICIPATING WEB SITES OR THE DOWNLOADING FROM AND/OR PRINTING MATERIAL DOWNLOADED FROM SAID SITES. WITHOUT LIMITING THE FOREGOING, EVERYTHING ON THESE SITES IS PROVIDED AS “IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THE AFOREMENTIONED LIMITATIONS OR EXCLUSIONS MAY NOT APPLY. CHECK LOCAL LAWS FOR ANY RESTRICTIONS OR CONDITIONS REGARDING THESE LIMITATIONS AND/OR EXCLUSIONS.

10. Winners List: For the names of the winners, available on or about April 15, 2006, mail a self-addressed, stamped envelope to: 2005 Visa Extras Enrollment Sweepstakes/WL, P.O. Box 1553, South Bend, IN 46634-1553. Requests must be received by January 6, 2006. The winners list will be sent when all drawings have been conducted and all winners have been verified.

This sweepstakes is sponsored by Visa U.S.A. Inc., P.O. Box 8999, San Francisco, CA 94128-8999, and administered by asterisk*, 111 East Wacker Drive, Chicago, IL 60601.

CONSUMER DISCLOSURE: NO PURCHASE OR ENROLLMENT NECESSARY TO ENTER OR WIN. A PURCHASE OR ENROLLMENT WILL NOT INCREASE YOUR CHANCES OF WINNING. No entrants have yet won. Forty (40) Grand Prizes: 1,000,000 Visa Extras points and a check in the amount of $1,097. Total Prize Pool ARV: $143,880. Estimated odds of winning a prize: 1:4,000,000; however actual odds depend upon the number of eligible entries received for the applicable drawing. Each quarterly entry period ends, and mail-in entries must be postmarked by, 3/31/05, 6/30/05, 9/30/05 or 12/31/05, to be entered into each of the quarterly drawings. See Section #3 in Official Rules above for drawing schedule. Sponsored by Visa U.S.A. Inc., P.O. Box 8999, San Francisco, CA 94128-8999.



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