Where Do You Winter? Brought to you by L.L.Bean(R)

OFFICIAL RULES
"WHERE DO YOU WINTER?" BROUGHT TO YOU BY L.L.BEAN VISA PROMOTION
NO PURCHASE OR PAYMENT OF ANY KIND IS NECESSARY TO ENTER OR WIN.

THIS PROMOTION IS INTENDED FOR PLAY IN THE UNITED STATES ONLY AND WILL BE GOVERNED BY U.S. LAW. DO NOT ENTER IF YOU DO NOT RESIDE IN THE UNITED STATES OR ARE INELIGIBLE AT THE DATE OF ENTRY. PROMOTION OPEN ONLY TO LEGAL RESIDENTS OF THE FIFTY (50) UNITED STATES INCLUDING THE DISTRICT OF COLUMBIA WHO ARE AT LEAST 18 YEARS OF AGE ON DATE OF ENTRY. VOID WHERE PROHIBITED BY LAW. BY ENTERING THIS PROMOTION YOU AGREE TO THESE OFFICIAL RULES.

PROGRAM DESCRIPTION: The "Where Do You Winter?" Brought to You by L.L.Bean Visa Promotion (the "Promotion") is a game of chance where participants are asked to submit a short description and an original photo (the "Entry" or "Submission") in response to the question: "Where Do You Winter?" And tell us what you love to do outdoors during Winter.

The Promotion begins at 12:00:00 AM Eastern Time ("ET") on November 11, 2013 and ends at 11:59:59 PM ET on December 8, 2013 (the "Promotion Period"). The Promotional Period is divided into twenty-eight (28) daily prize drawing periods (each a "Daily Period"). A "day" is defined as a 24-hour period beginning at 12:00:00 AM ET and ending 11:59:59 ET. Sponsors' computer, or that of its designee, is the official time-keeping device for this Promotion.

HOW TO ENTER: To participate in the Promotion, go to everywhere.llbean.com/where-do-you-winter ("Promotion Website") and follow the instructions provided on the online entry form including:

  1. Providing the requested registration information.
  2. Providing a short description to the following question "Where Do You Winter?" and what you love to do outdoors during Winter. Entry must not exceed ten (10) words.
  3. Uploading an original photograph that helps illustrate your response to the question "Where Do You Winter?" Photograph must be in one of the following formats: GIF, PNG or JPEG and not exceeding 200 MB in size.
  4. Agreeing that you are 18 years of age or older.
  5. Reading and accepting the Official Rules.
  6. Clicking the "Submit" or similar button.

After completing these steps Entrant will be formally entered into the Promotion. After an Entry has been submitted it will be reviewed by the Sponsor or that of its designee, to ensure all eligibility and entry requirements have been met. Entries that have been approved by the Sponsor or that of its designee ("Eligible Entries") will be included in the Daily Drawing for the Daily Entry Period in which it is received as well as subsequent Daily Drawings and will also be posted to the Gallery ("Gallery") on the Promotion Website.

By submitting an Entry, Entrant warrants and represents that he/she and any persons appearing or who are identifiable in the Entry consent to the submission and use of the Entry in the Promotion and to its use as otherwise set forth herein. Sponsor reserves the right to request proof of any permission to use the Entry in a form acceptable to Sponsor from any Entrant at any time. Failure to provide such proof may, if requested, render Entry null and void. Entry cannot be altered by Entrant after it has been submitted. Subsequent attempts made by the same individual to submit multiple entries by using multiple or false contact information or otherwise, may be disqualified. Only one (1) Entry per person is permitted during each Daily Entry Period. If more than one (1) Entry is submitted by the same Entrant, only the first Entry received (based on time uploaded to the Promotion Website) by that Entrant will be accepted. All entries become the property of the Sponsor and will not be returned to Entrant. All Entries must be submitted in English. Any Entry submitted in any language other than English will be disqualified. Entries not submitted in accordance with the instructions provided on the Promotion Website and in these Official Rules will be void and will not be considered in the Promotion.

By submitting an Entry, Entrants consent to having Entry information shared with the Sponsor or that of its designee, and Marden-Kane, Inc. (the "Administrator" and, together with Sponsor, "Promotion Entities").

Entrants are in no way authorized to use Sponsor's name, trademarks, or other proprietary material ("Sponsor's Intellectual Property") for any purpose other than as part of a submission in this Promotion. Any use of Sponsor's Intellectual Property by any Entrant outside of this Promotion is expressly prohibited, and Sponsor reserves the right to take all appropriate action necessary to protect, enforce, and maintain its intellectual property, including but not limited to disqualifying an individual from participation in this Promotion.

Entry Requirements: To be eligible, entry must: (1) be in keeping with Sponsor's image; (2) be your original photo; (3) not be obscene, indecent, or otherwise offensive (as determined by the Promotion Entities in their sole discretion); (4) not defame or invade the publicity or privacy rights of any person, living or deceased; (5) does not include trademarks, logos, or copyrighted material not owned by Entrant or material that is used without permission (including but not limited to company names, photographs, motion picture or television program clips or audio clips, works of art, or images published on or in websites, television, movies, or other media) or that otherwise infringes or violates the rights of any third party (including but not limited to, copyrights, trademarks, patents, trade secrets, logos, contract and licensing rights, rights of publicity or privacy, moral rights (i.e., "droit morale"), or any other intellectual property rights); (6) not contain (i) any words, statements, or images considered offensive to individuals of any age, race, ethnicity, national origin, religion, sexual orientation, or other protected class, or who are disabled, (ii) any threats to any person, place, business, group, or entity, (iii) materials that promote bigotry, racism, hatred or harm against any group or individual or promotes discrimination based on age, race, ethnicity, national origin, religion, sexual orientation or other protected class, or disability, (iv) any materials that depict illegal acts, are sexually explicit, libelous, obscene, violent, hateful, slanderous, promotes alcohol, nudity (v) any competing brands of the Sponsor or (vi) content not in keeping with Sponsor's reputation and image; (7) not contain any personal information of the entrant and (8) not be owned by a third-party and/or be subject of or to any restriction or right that would in any way limit Sponsor's right to use the entry as permitted under these Official Rules (collectively "Entry Requirements"). Failure to comply with these Entry Requirements, as determined by the Promotion Entities in their sole discretion, is grounds for an automatic disqualification from the Promotion.

ELIGIBILITY: Promotion is open to all legal residents of the fifty (50) United States including the District of Columbia, eighteen (18) years of age or older at the time of entry. Employees of L.L.Bean, Inc., Barclays Bank Delaware, Visa Inc., Visa U.S.A. Inc., Visa International Service Association, and their respective successors, affiliates and client financial institutions, and each of the above mentioned companies' officers, directors, shareholders, and their affiliates, subsidiaries, parent companies, representatives, agents, and other vendor agencies, prize suppliers, advertising and promotion agencies of L.L.Bean, Inc., Barclays Bank Delaware, Visa Inc., Visa U.S.A. Inc., including Marden-Kane, Inc., (collectively, "Released Parties"), and their immediate families (spouse, and parents, children and siblings, and their respective spouses regardless of where they live) and individuals living in the same households, whether related or not, of the above, are not eligible. Void where prohibited or restricted by law. The Promotion is subject to all applicable federal, state, and local laws and regulations.

PRIZES/APPROXIMATE RETAIL VALUES/ ODDS:

Twenty-Eight (28) Daily Prizes (awarded one prize per day): The Daily Prizes as described in the chart below will be awarded randomly for each Daily Period. Total Approximate Retail Value of all Prizes is $5,362. The odds of winning a prize in this Promotion depends on the number of eligible entries received for each Daily Period. All federal, state and/or local income and other taxes and other expenses not specified in these Official Rules as being provided as part of the prize, if any, are each winner's sole responsibility. No cash equivalents, transfers or substitution of prizes permitted except at the sole discretion of the Sponsor, who reserves the right to substitute a prize (or portion thereof) of comparable or greater value, at their sole discretion. Prizes are awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, by the Sponsor. All costs and expenses not specified herein are the sole responsibility of the winner.

Daily Prizes Number of Daily Winners Week
Ascent Packaway Vest. ARV. $89 each. 7 11/11/13 - 11/17/13
Pathfinder Waterproof Shell. ARV. $149 each. 7 11/18/13 - 11/24/13
Ultralight 850 Down Jacket. ARV. $179 each. 7 11/25/13 - 12/1/13
Ascent Jacket with Gore-Tex. ARV. $349 each. 7 12/2/13 - 12/8/13

PRIZE DRAWINGS AND NOTIFICATIONS: A random drawing to select one (1) prize winner for each Daily Entry Period will be conducted on the business day following the Daily Entry Period from among all eligible entries that were received for the respective Drawing Period. Administrator will notify potential winners by email within three (3) business days of the respective drawing. Non-winning entries will be carried over to subsequent drawings for each Daily Entry Period. Drawings will be conducted by Administrator, an independent judging organization whose decisions are final and binding on all matters relating to this Sweepstakes. Potential winners are subject to eligibility verification and compliance with these Official Rules. Potential winners may be required to sign and return to Sponsor an Affidavit of Eligibility/Liability Release with (where lawful) a publicity release receipt by Sponsor by the due date indicated in the notification letter. If any required documents are not returned within the required number of days, or if any notification is returned as undeliverable, then prize may be forfeited and an alternate winner may be selected at Sponsor's sole discretion. Acceptance of any prize constitutes permission for the Sponsor and its designees to use winners' names and likenesses for advertising and promotional purposes without additional compensation unless prohibited by law. Failure to respond to prize notification or if prize notification is undeliverable will result in automatic disqualification and an alternate winner notified.

GRANT OF RIGHTS: By entering, except where prohibited by law, each Entrant grants to the Sponsor and their agents and assigns in perpetuity the irrevocable, sub-licensable, absolute right and permission to use, edit, modify, cut, rearrange, add to, delete from, copy, reproduce, translate, separate, dub, adapt, publish, combine with other material, reuse, adapt, and exploit the content of and elements embodied in the Entrant's entry in any and all media, including but not limited to paper format, digital and electronic media, computer, audio and audiovisual media (whether now existing or hereafter devised), in any language, throughout the world, and in any manner, for trade, advertising, promotional, commercial, or any other purposes without further review, notice, approval, consideration, or compensation. Each Entrant agrees that Promotion Entities may, but are not required to attribute the entry to an Entrant. Each Entrant waives and releases the Releasees (as defined below) from any and all claims that Entrant may now or hereafter have in any jurisdiction based on "moral rights" or "droit moral" or unfair competition with respect to the Releasees' exploitation of entries without further notification or compensation to Entrants of any kind, and agrees not to instigate, support, maintain, or authorize any action, claim, or lawsuit against the Releasees and each of their affiliates, licensees, or any other person in connection with this Promotion, on the grounds that any use of any elements embodied in the entry or any derivative works, infringe or violate any of Entrant's rights therein. Each Entrant agrees to execute any documents that Promotion Entities may require to effect such grant of rights. Each winner grants the Promotion Entities and their agents the right to use and publish his/her proper name, entry submission or elements, likeness, picture, voice, biographical data, and/or any information contained in his/her entry, online, in print and in any other media for advertising and promotional purposes worldwide, and in perpetuity without additional compensation, notice, review, or approval, unless prohibited by law. Nothing contained in these Official Rules obligates the licensed entities to make use of any of the rights granted herein and winner waives any right to inspect or approve any use.

GENERAL RULES: No prize or any portion thereof is transferable or redeemable for cash. No substitutions for prize, or any portion thereof, except by Sponsor, in its sole discretion, for any reason, including, without limitation, prize unavailability, in which case a prize of equal or greater value will be substituted. All prize details not specified in these Official Rules will be determined in Sponsor's sole and absolute discretion. Unclaimed prizes will be forfeited. Promotion Entities are not responsible for any change of email address, telephone number, or other contact information of an Entrant. No more than the stated prizes will be awarded. If, for any reason, more bona fide winners come forward seeking to claim prizes in excess of the number of each type of prize set forth in these Official Rules, the winners, or remaining winners, as the case may be, of the advertised number of prizes available may be selected in a random drawing from among all persons making purportedly valid claims for such prizes in Promotion Entities in their discretion. Inclusion in such drawing shall be each entrant's sole and exclusive remedy under such circumstances. All prizes legitimately claimed will be awarded. Each winner is strictly prohibited from selling, auctioning, trading or otherwise transferring any part of the prize. Entrants agree to not damage or cause interruption of the Promotion and/or prevent others from using the Promotion. Promotion Entities reserve the right to restrict or void online entries or participation from any IP address if any suspicious entry and/or participation is detected. Sponsor and Administrator reserve the right, in their sole discretion, to void entries of any Entrant who Promotion Entities believe has attempted to tamper with or impair the administration, security, fairness or proper play of this Promotion. Promotion Entities failure to or decision not to enforce any provision in these Official Rules will not constitute a waiver of that or any other provision. In the event there is an alleged or actual ambiguity, discrepancy or inconsistency between disclosures or other statements contained in any promotion-related materials and/or these Official Rules (including any alleged discrepancy or inconsistency in these Official Rules), it will be resolved in Sponsor's sole discretion. If Promotion Entities determine at any time in its sole discretion that a winner or a potential winner is disqualified, ineligible, in violation of these Official Rules, or engaging in behavior that Promotion Entities deem obnoxious, inappropriate, threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Promotion Entities reserve the right to disqualify that winner or potential winner, even if the disqualified winner or potential winner may have been notified or displayed or announced anywhere. The invalidity or unenforceability of any provision of these Official Rules will not affect the validity or enforceability of any other provision. In the event that any provision is determined to be invalid or otherwise unenforceable or illegal, these Official Rules will otherwise remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. If any person supplies false information, obtains entries by fraudulent means or is otherwise determined to be in violation of these Official Rules in an attempt to obtain any prize, Promotion Entities may disqualify that person and seek damages from him or her and that person may be prosecuted to the full extent of the law.

LIMITATION OF LIABILITY, CONSENT AND RELEASE: By entering the Promotion, each Entrant releases, agrees to indemnify, hold harmless, defend and discharge the Promotion Entities and each of their parent, subsidiary, and affiliated entities, and each of their respective officers, directors, members, shareholders, employees, independent contractors, agents, representatives, successors and assigns (collectively, "Releasees"), from any and all liability whatsoever in connection with this Promotion, the use, acceptance, possession, misuse or awarding of any prize, or while preparing for, participating in and/or traveling to or from any prize- or Promotion-related activity, including, without limitation, legal claims, costs, injuries, losses or damages, demands or actions of any kind (including, without limitation, personal injuries, death, damage to, loss or destruction or property, rights of publicity or privacy, defamation, or portrayal in a false light) (collectively, "Claims"). Each winner agrees that the prize is provided as-is without any warranty, representation or guarantee, express or implied, in fact or in law, whether now known or hereinafter enacted, relative to the use or enjoyment of the prize, including, without limitation, its quality, merchantability or fitness for a particular purpose. Further, each winner agrees that the Releasees are not responsible in any way for any additional expenses, omissions, delays, or re-routing resulting from any acts of any government or authority that affect any use of any prize points. Each winner acknowledges that he/she is solely responsible for any actions, claims or liabilities related to any promotion-related activity of any potential guest he or she may involve in use or redemption of the prize points. Releasees are not responsible for electronic communications that are undeliverable as a result of any form of active or passive filtering of any kind, or insufficient space in entrant's email account to receive email messages. Without limiting any other provision in these Official Rules, Releasees are not responsible or liable to any entrant or winner or any person claiming through such entrant or winner for failure to supply the prize or any part thereof in the event that any of the Promotion activities or the Promotion Entities' operations or activities are affected, as determined by the Sponsor in its sole discretion, including, without limitation, by reason of any acts of God, any action, regulation, order or request by any governmental or quasi-governmental entity (whether or not the action, regulations, order or request proves to be invalid), equipment failure, threatened terrorist acts, terrorist acts, air raid, blackout, act of public enemy, earthquake, war (declared or undeclared), fire, flood, epidemic, explosion, unusually severe weather, hurricane, embargo, labor dispute or strike (whether legal or illegal) labor or material shortage, transportation interruption of any kind, work slow-down, civil disturbance, insurrection, riot, or any law, rule, regulation, order or other action adopted or taken by any governmental, federal, state or local government authority, or any other cause, whether or not specifically mentioned above.

DISPUTES: This Promotion and any dispute arising under or related thereto (whether for breach of contract, tortious conduct or otherwise), any issue concerning the validity, interpretation or enforceability of these Official Rules or the rights and obligations of any Entrant or Releasee, is governed by and construed in accordance with the laws of the State of Delaware without giving effect to any choice of law or conflict of law rules or principles. Any legal actions, suits or proceedings related to this Promotion (whether for breach of contract, tortious conduct or otherwise) will be brought exclusively in the state or federal courts located in the State of Delaware, and by entering, each Entrant consents and submits to the jurisdiction and venue of the federal, state and local courts located in the State of Delaware with respect to any legal actions, suits or proceedings arising out of or related to this Promotion.

Except where prohibited, as a condition of participating in this Promotion, each Entrant agrees that any and all disputes that cannot be resolved between the Entrant and any Releasee, claims and causes of action arising out of or connected with this Promotion, or the prize awarded, or the determination of the winners must be resolved individually, without resort to any form of class action. Further, in any such dispute, under no circumstances will an Entrant be permitted or entitled to obtain awards for, and hereby waives all rights to claim punitive, incidental or consequential damages, or any other damages, including attorneys' fees, other than Entrant's actual out-pocket expenses (if any), not to exceed ten dollars ($10), and Entrant further waives all rights to have damages multiplied or increased.

INTERNET: Entrants further agree that the Releasees are not responsible or liable for any of the following whether caused by a Releasee, an entrant or by human error: (a) Electronic transmissions, entries or submissions that are late, incomplete, inaudible, illegible, damaged, garbled, destroyed, misdirected or not received by Sponsor or its agents for any reason; (b) Any problems or technical malfunctions, errors, omissions, interruptions, deletions, defects, delays in operation or transmission, communication failures and/or human error that may occur in the transmission, receipt or processing of entries or related materials; or for destruction of or unauthorized access to, or alteration of, entries or related material; (c) Failed or unavailable hardware, network, software or telephone transmissions, damage to Entrants' or any person's computer and/or its contents related to or resulting from participation in this Promotion, or (d) Causes beyond Sponsor's reasonable control that jeopardize the administration, security, fairness, integrity or proper conduct of this Promotion; (e) Any entries submitted in a manner that is not expressly allowed under these Official Rules (all such entries will be disqualified); (f) Any printing errors in these Official Rules, the website, or in any advertisements, materials, or correspondence in connection with this Promotion; (g) Entries that are submitted by illegitimate means (such as, without limitation, by an automated computer program) or entries in excess of the stated limit. Promotion Entities reserve the right, in their sole discretion, to cancel, modify or suspend this Promotion should virus, bugs, fraud, hacking or other causes beyond the control of the Sponsor corrupt the administration, security or proper play of the Promotion. In such cases, notice to this effect will be posted on the Promotion Website everywhere.llbean.com/where-do-you-winter and the winners will be randomly-selected from all eligible entries received prior to cancellation, modification, or suspension or as otherwise deemed fair and appropriate by Promotion Entities. If, in Promotion Entities' opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Promotion or if technical difficulties compromise the integrity of the Promotion, the Promotion Entities reserve the right to void suspect entries and/or terminate the Promotion and award the prizes in its sole discretion. The use of any automated launching or entry software or any other mechanical or electronic means that permits the participant to automatically enter repeatedly is prohibited. In the event of a dispute as to the identity of an Entrant, the entry will be deemed to have been made by the authorized account holder of the email address associated with the account for the potentially winning entry, but only if that person meets all other eligibility criteria. An authorized account holder is defined as the natural person who is assigned to an email address by an Internet access provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. Potential winner may be required to provide Sponsor with proof that he/she is the authorized account holder for the email address associated with the email account for the potentially winning entry. If a dispute cannot be resolved to Sponsor's satisfaction, the Entry in question may be disqualified in Sponsor's sole discretion.

CAUTION: ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION MAY BE IN VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO DISQUALIFY AND SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW.

WINNER'S LIST: The names of the Daily Prize Winners will be posted on the Promotion Website at everywhere.llbean.com/where-do-you-winter starting on or about November 18, 2013.

OPT-OUT: If you do not wish to receive future sweepstakes mailings from Barclaycard, send your request to Barclaycard Opt-Out, PO Box 8025, Garden City, NY 11530-8025.

SPONSOR & ADMINISTRATOR: Sponsor: Barclays Bank Delaware, 125 S. West Street, Wilmington, DE 19801. Administrator: Marden-Kane Inc., 1055 Franklin Avenue, Suite 300, Garden City, NY 11530.

Visa and its client financial institutions have not sponsored or offered this promotion in any way.

©2013 Marden-Kane, Inc. All rights reserved. These Official Rules may not be copied, edited, or used for any other purpose, commercial or otherwise, without the express written consent of Marden-Kane, Inc.