ULTIMATE ACCESS TO THE PEPSICO MLB ALL-STAR GAME PROMOTION

OFFICIAL RULES

NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN. THE ULTIMATE ACCESS TO THE PEPSICO MLB ALL-STAR GAME PROMOTION (“PROMOTION”) IS ONLY OPEN TO LEGAL U.S. RESIDENTS RESIDING IN ONE OF THE FIFTY (50) UNITED STATES OR THE DISTRICT OF COLUMBIA THROUGHOUT THE PROMOTION PERIOD WHO ARE 18 YEARS OF AGE (19 IN AL or NE) OR OLDER AT THE TIME OF PARTICIPATION. PROMOTION SHALL BE CONSTRUED AND EVALUATED ACCORDING TO UNITED STATES LAW. DO NOT PARTICIPATE IN THIS PROMOTION UNLESS YOU ARE ELIGIBLE. VOID WHERE PROHIBITED.

1. FIVE WAYS TO PARTICIPATE: Promotion begins at 12:00:01 p.m. (noon) Eastern Time (“ET”) on March 25, 2012 and ends at 11:59:59 a.m. (noon) ET on May 19, 2012 (the “Promotion Period”). No purchase, and no entry fee, payment or proof-of-purchase necessary to participate in Promotion. (a) E-mail from your cellular phone: Use your camera phone to take a photograph of any Pepsi (Pepsi®, Caffeine Free Pepsi®, Pepsi Wild Cherry®, Diet Pepsi®, Caffeine Free Diet Pepsi®, Diet Pepsi Wild Cherry®, Pepsi MAX®, Pepsi NEXT®, Mountain Dew®, Caffeine Free Mountain Dew®, Diet Mountain Dew®, Caffeine Free Diet Mountain Dew®, Mountain Dew Throwback®, Mountain Dew Code Red®, Diet Mountain Dew Code Red®, Mountain Dew Live Wire®, Mountain Dew Voltage®, Mountain Dew White Out®, Brisk®, MUG® Root Beer, Diet MUG® Root Beer, Sierra Mist® or Diet Sierra Mist®) AND any Frito-Lay products together with product logos fully visible and e-mail it to Match@Pepsico.com. . (b) MMS from your cellular phone: Use your camera phone to take a photograph of any Pepsi AND Frito-Lay products together with product logos fully visible and MMS it to Match@Pepsico.com. Entry by MMS constitutes your agreement to receive the bounce-back text messages and, if applicable, text messages and/or calls for prize notification and instructions on how to claim your prize. (c) E-mail from your computer: Use your digital camera or camera phone to take a photograph of any Pepsi AND Frito-Lay products together with product logos fully visible and upload the photo on your computer and send it as a jpeg file, less than 1MB in size, to Match@Pepsico.com. (d) Your computer: Use your webcam to take a photograph or upload a photo of any Pepsi AND Frito-Lay products together with product logos fully visible on your computer and upload it as a .jpeg file, less the 1MB in size, on www.matchsnapwin.com. (e) NO PURCHASE NECESSARY method-Internet: Visit www.matchsnapwin.com/enter ("Web Site"), during the Promotion Period, and follow the instructions to properly submit an online play for a chance to win a prize (subject to verification).

You must be 18 years of age (19 in AL or NE) or older to participate. Limit one (1) Play per person/e-mail address per day regardless of method of participating ([a], [b], [c], [d] or [e] as outlined above) (each a “Play”). A “day” shall be defined as 12:00:00 a.m. ET to 11:59:59 p.m. ET. The computer of the Web Site is the official time-keeping device of the Promotion.

For all methods of participation: YOU MUST BE REGISTERED WITH THE PEPSI WEB SITE www.matchsnapwin.com ("PEPSI") AS A PEPSI MEMBER. If you are already registered with Pepsi, you will be prompted to update your profile if information is missing from your profile which is required for the Promotion. You must have a complete mailing address and phone number in your profile. Follow the instructions to register or update your profile. For all methods of participation, you will need to have Internet access.

Applicable to (a) and (b) above: Participants must have a mobile phone with a camera feature and data plan or data capability to participate via this method; and may incur a standard data, text message, or MMS charge from their wireless service provider for each Play or message sent or received. Check with your wireless service provider for details on these and other applicable charges. You will receive a reply message. Participants are solely responsible for any such wireless charges. Not all wireless carriers participate.

Applicable to (a), (c) and (d) above: You will receive a reply e-mail verifying your photo came from participating Pepsi and Frito-Lay products as indicated above. If your photo is acceptable and you choose to play for a chance to win a prize, click the link to the Web Site and follow the instructions on screen to Play.

Applicable to (b): You will receive a reply text verifying your photo came from participating Pepsi and Frito-Lay products as indicated above and if you choose to play for a chance to win a prize, click the link to the Mobile Site and follow the instructions on screen to submit a Play.

Applicable to (e): If you are already registered with Pepsi, you will be prompted to update your profile if information is missing from your profile which is required for the Promotion. You must have a complete mailing address and phone number in your profile. Follow the instructions to register or update your profile.

2. THERE ARE TWO WAYS TO WIN:

a. Instant Win Game (see Rule 3 below); and

b.Sweepstakes Entry (see Rule 6 below)

3. INSTANT WIN GAME: During the Promotion Period, use one of the methods of participation listed in Rule 1 above. During the Promotion Period, randomly-selected times will be chosen by an independent judging organization (“judges”), whose decisions are final in all matters relating to this Promotion. The first participant who completes a Play via any participation method in accordance with these Official Rules on or immediately after a randomly-selected time will win an Instant-Win Prize (subject to verification). If your mobile phone or computer screen displays a prize-winning message, you are a winner of an Instant-Win Prize (subject to verification). If your mobile phone or computer displays a non-winning message, you are not a winner of an Instant-Win Prize. Instant-Win Prizes will be awarded at a rate of two-hundred fifty (250) per Entry Period (as defined in Rule 4). For each valid Play, you will receive one (1) entry into the applicable Grand Prize drawing. All Plays must be properly received and recorded by Sponsors' computer within the Promotion Period in order to be eligible to win a prize. It is solely the responsibility of the participant to notify Sponsors in writing if the participant changes his or her e-mail address or phone number during the Promotion Period.

Proof of submitting a Play does not constitute proof of delivery or play. All Plays become the property of Sponsors and will not be returned to entrant. Every Play must be manually keystroked and manually entered by the individual entrant; automated and/or repetitive electronic submission of Plays (including but not limited to Plays made using any script, macro, bot or game service) will be disqualified and transmissions from these or related e-mail or IP addresses may be blocked.

4. ENTRY PERIODS: The Promotion Period (as defined in Rule 1) is divided into eight (8) weekly entry periods (each an “Entry Period”) as defined below. Note: For every two (2) Entry Periods, a random drawing will be conducted to select a Grand Prize winner.

Entry Period	Start Date/Time	End Date/Time	Grand Prize Drawing Date
1	03/25/12, 12:00:00 p.m. ET	03/31/12, 11:59:59 a.m. ET	N/A
2	03/31/12, 12:00:00 p.m. ET	04/07/12, 11:59:59 a.m. ET	04/10/12
3	04/07/12, 12:00:00 p.m. ET	04/14/12, 11:59:59 a.m. ET	N/A
4	04/14/12, 12:00:00 p.m. ET	04/21/12, 11:59:59 a.m. ET	04/24/12
5	04/21/12, 12:00:00 p.m. ET	04/28/12, 11:59:59 a.m. ET	N/A
6	04/28/12, 12:00:00 p.m. ET	05/05/12, 11:59:59 a.m. ET	05/08/12
7	05/05/12, 12:00:00 p.m. ET	05/12/12, 11:59:59 a.m. ET	N/A
8	05/12/12, 12:00:00 p.m. ET	05/19/12, 11:59:59 a.m. ET	05/22/12

All participants must have a valid e-mail address in order to participate. In the event of an identity dispute regarding an online participant, the Play will be considered made by the registered owner of the e-mail address used for the Play. The name of the person submitting the e-mail address upon playing must be the name of the authorized account holder of such e-mail address, otherwise, Play may be deemed void. In the event of dispute over the identity of a potential winner, the Play will be declared made by the authorized account holder of the e-mail address submitted at the time of playing, and potential winner may be required to provide identification sufficient to show that he/she is the authorized account holder of the e-mail address submitted upon playing.

5. PRIZE DETAILS: GRAND PRIZES-AWARDED VIA RANDOM DRAWING (4 total, One [1] per Drawing Date): Each Grand Prize winner will receive a trip for him/herself and one (1) guest to the 2012 All-Star Game® on July 10, 2012 in Kansas City, Missouri. Travel dates: July 8, 2012 - July 11, 2012. Trip consists of round-trip coach air transportation for two (2) from an airport near winner's home (airport and carrier selected by Sponsors), one (1) double-occupancy standard hotel room for three (3) nights, two (2) tickets for the winner and his/her guest to attend the MLB All-Star Game® and the 2012 State Farm® Home Run Derby® (the “Events”), ground transportation to/from airport/hotel/Events, two (2) tickets to Fan Fest, one (1) commemorative gift bag, and $500.00 spending money (awarded in the form of a check, payable to winner). If winner resides within 150 miles of chosen event location, ground transportation may be substituted in lieu of air transportation at Sponsors' sole discretion. All other expenses not specifically mentioned herein are solely the responsibility of prize winner. All travel must be taken on dates specified by Sponsors; no alternative travel dates are available. All travel subject to availability, government restrictions and regulations, hotel, airline, airport or other transportation terminal (or other types of transportation) restrictions and regulations. Other restrictions may apply. Sponsors and Promotion Parties assume no responsibility for canceled, delayed, suspended or rescheduled events (including, but not limited to airline flights, events) beyond its control. Travel guest must sign and return a travel release before any ticketing or travel occurs. Winner and guest 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 (under age of 18; or under age of 19 in AL or NE) on trip must be accompanied by minor's parent or legal guardian who must be the winner. Approximate Retail Value (“ARV”): $4,166.00 each. Actual ARV depends upon winner's point of travel origin. Major League Baseball game, event and exhibition dates and times are determined in the sole discretion of the Office of the Commissioner of Baseball and/or the applicable Major League Baseball Club, as applicable, and may be subject to change. The terms and conditions of the tickets awarded as part of any prize will govern in the event a legal game, event or exhibition, as defined by Major League Baseball, is not played due to weather conditions, an act of God, an act of terrorism, civil disturbance or any other reason. Each winner and his/her guest(s) agree to comply with all applicable ballpark regulations in connection with the prize. Sponsor and the applicable MLB Entities reserve the right to remove or to deny entry to any winner and/or his/her guest(s) who engage(s) in a non-sportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person at the game, event or exhibition. Released Parties (defined below) will not be responsible for weather conditions, Acts of God, acts of terrorism, civil disturbances, work stoppage or any other natural disaster outside their control that may cause the cancellation or postponement of any Major League Baseball game, event or exhibition. Major League Baseball game, event and exhibition tickets awarded as prizes may not be resold or offered for resale. Any such resale may result in disqualification and forfeiture of prize, and may invalidate the license granted by the game ticket(s).

INSTANT-WIN PRIZES (2,000 total; 250 per Entry Period): One (1) $50.00 MLB.com gift card code. Gift card codes subject to terms and conditions as set by issuer. ARV: $50.00 each.

Odds of winning an Instant-Win Prize depend on the number of eligible Plays received and the order in which they are received for a given Entry Period. Odds of winning a Grand Prize depend on the number of eligible Plays received for a given Grand Prize Drawing. Unclaimed prizes will not be awarded. There is a limit of one (1) Instant-Win Prize per person/household/e-mail address per Entry Period. Limit one (1) Grand Prize per person/household/e-mail address.

6. GRAND PRIZE RANDOM DRAWING:One (1) Grand Prize winner will be selected on or about each Drawing Date (as stated in Rule 4) from among all eligible Plays received during the two (2) Entry Periods prior to the stated Drawing Date. Entries will carry forward to subsequent Grand Prize Drawings, if any. All drawings will be conducted by the judges.

7. ELIGIBILITY: YOU MUST BE A LEGAL U.S. RESIDENT RESIDING IN ONE OF THE FIFTY (50) UNITED STATES OR THE DISTRICT OF COLUMBIA THROUGHOUT THE PROMOTION PERIOD AND 18 YEARS OF AGE (19 in AL or NE) OR OLDER AT THE TIME OF PARTICIPATION. Potential winners may be required to provide proof of legal U.S. residency if requested by Sponsors to determine eligibility and as a condition of prize award. Frito-Lay, Inc. and Pepsi-Cola Company (collectively the “Sponsors”) and its bottlers, the MLB Entities (defined below) and all of their respective parents, licensees, subsidiaries, divisions, affiliates, suppliers, printers, distributors and advertising, promotional and judging agencies (collectively, “Sponsors and Promotion Parties”) and the immediate family members (parent, child, sibling or spouse of any of the foregoing, including step-parent, step-child or step-sibling) and household members of such individuals (whether related or not) of each, are not eligible to participate or win. The “MLB Entities” shall mean the Office of the Commissioner of Baseball, its Bureaus, Committees, Subcommittees and Councils, MLB Advanced Media, L.P. (“MLBAM” or “MLB.com”), Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc. (doing business in its own name and as Major League Baseball Productions and Major League Baseball International), The MLB Network, LLC, SportsOnEarth, LLC, Tickets.com, Inc., the Major League Baseball Clubs, and each of their respective subsidiaries or affiliated entities, any entity which, now or in the future, controls, is controlled by, or is under common control with the Major League Baseball Clubs or the Office of the Commissioner of Baseball, and the directors, officers, employees and agents of the above entities.

residency if requested by Sponsors to determine eligibility and as a condition of prize award. Frito-Lay, Inc. and Pepsi-Cola Company (collectively the “Sponsors”) and its bottlers, the MLB Entities (defined below) and all of their respective parents, licensees, subsidiaries, divisions, affiliates, suppliers, printers, distributors and advertising, promotional and judging agencies (collectively, “Sponsors and Promotion Parties”) and the immediate family members (parent, child, sibling or spouse of any of the foregoing, including step-parent, step-child or step-sibling) and household members of such individuals (whether related or not) of each, are not eligible to participate or win. The “MLB Entities” shall mean the Office of the Commissioner of Baseball, its Bureaus, Committees, Subcommittees and Councils, MLB Advanced Media, L.P. (“MLBAM” or “MLB.com”), Major League Baseball Enterprises, Inc., Major League Baseball Properties, Inc. (doing business in its own name and as Major League Baseball Productions and Major League Baseball International), The MLB Network, LLC, SportsOnEarth, LLC, Tickets.com, Inc., the Major League Baseball Clubs, and each of their respective subsidiaries or affiliated entities, any entity which, now or in the future, controls, is controlled by, or is under common control with the Major League Baseball Clubs or the Office of the Commissioner of Baseball, and the directors, officers, employees and agents of the above entities.

8. GENERAL: This Promotion is governed by the laws of the United States and of the State of New York, without respect to conflict of law doctrines. 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. Sponsors reserve the right to substitute a prize of equal or greater value in the event any portion of the prize becomes unavailable. As a condition of participating in this Promotion, you agree that any and all disputes which cannot be resolved between the parties, and causes of action arising out of or in connection with this Promotion, shall be resolved individually, without resort to any form of class action, exclusively before a court located in New York having jurisdiction. Further, in any such dispute, under no circumstances will participants be permitted to obtain awards for, and hereby waive all rights to claim punitive, incidental or consequential damages, including attorneys’ fees, other than participants' actual out-of-pocket expenses (e.g. costs associated with participating), and participants further waive all rights to have damages multiplied or increased. Prize winners will be solely responsible for all applicable federal, state and local taxes on prizes. Grand Prize winners will 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.

9. CONDUCT: By participating in this Promotion, participants 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 available at the Web Site throughout the Promotion Period. Failure to comply with these Official Rules may result in disqualification. Sponsors reserve the right, at their sole discretion, to disqualify any individual found to be tampering with the play process or the operation of the Promotion; or to be acting in any manner deemed by Sponsors to be in violation of the Official Rules; or to be acting in any manner deemed by Sponsors to be unsportsmanlike or disruptive, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY A USER OR PARTICIPANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE ASSOCIATED WITH THIS PROMOTION OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSORS AND THEIR AGENTS RESERVE THE RIGHT TO SEEK DAMAGES (INCLUDING ATTORNEYS’ FEES) AND OTHER REMEDIES FROM ANY SUCH PERSON OR PERSONS RESPONSBILE FOR THE ATTEMPT TO THE FULLEST EXTENT PERMITTED BY LAW.

10. LIMITATIONS OF LIABILITY: Sponsors and Promotion Parties assume no responsibility or liability for (a) any incorrect or inaccurate play 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 Promotion; (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, camera, computers or providers utilized in any aspect of the operation of the Promotion; (d) inaccessibility or unavailability of any network or wireless service, the Internet or the Web Site or the Mobile Site or any combination thereof; (e) blurred or garbled photograph which is not recognized by the system; (f) any injury or damage to participants or to any other person's computer or mobile device which may be related to or resulting from any attempt to participate in the Promotion or download of any materials in the Promotion. If, for any reason, the Promotion is not capable of running as planned for reasons which may include without limitation, infection by computer virus, 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 Promotion, then Sponsors reserve the right at its sole discretion to cancel, terminate, modify or suspend the Promotion in whole or in part. No more than the stated number of prizes will be awarded. In the event that programming, production, seeding, printing or any other reasons cause more than stated number of prizes, set forth in these Official Rules, to be available and/or claimed in any prize category, Sponsors reserve the right to award only the stated number of prizes. Screen shots are not proof of winning status.

11. WINNER NOTIFICATION: Potential Grand Prize winners will be notified by phone and/or e-mail at the phone number and/or e-mail address provided upon entry and will be required to respond to the notification within forty-eight (48) hours indicating whether he/she can accept the prize. If no response is received within the time allotted, the potential Grand Prize winner will be disqualified and no longer eligible for a Grand Prize. Sponsors and Promotion Parties are not responsible for suspended or discontinued Internet, wireless, or land line phone service which may result in a potential winner not receiving initial prize notification. Grand Prize winners will be required to sign and return an Affidavit of Eligibility/Liability Release with (where lawful) a publicity release within five (5) days of attempted winner notification as indicated by the date on the Affidavit. Grand Prize winners' guests may also be required to sign and return a Liability Release within the same time period. Failure to respond to the prize notification within forty-eight (48) hours or return any required documents within five (5) days may result in prize forfeiture. If a Grand Prize winner cannot travel on dates specified, prize may be forfeited and an alternate winner selected. Potential Instant-Win Prize winners will be notified instantly with instructions on how to claim his/her prize (subject to verification and compliance with these Official Rules). Sponsors and Promotion Parties are not responsible for suspended or discontinued wireless or online service which may result in a potential winner not receiving initial prize notification. A prize may also be forfeited in the event that any winner notification or prize returned as undeliverable without a forwarding address. Any portion of a prize not accepted by the winner will be forfeited. Upon forfeiture for any reason as stated within these Official Rules, no compensation will be given. Prizes will only be delivered to addresses within the United States.

12. WINNER RELEASES: All participants, as a condition of participating in the Promotion, agree to release Sponsors 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 a play or otherwise participating in any aspect of the Promotion, the receipt, ownership or use of any prize awarded, or while preparing for, participating in or traveling to or from any prize-related activity or any typographical or other error in these Official Rules or the announcement or offering of any prize. The winner shall bear all risk of loss or damage to their prize after it has been delivered. Sponsors and Promotion Parties make no representations or warranties of any kind concerning the appearance, safety or performance of any prize; except for any express manufacturer’s warranty as may be included with the prize. Except for residents of Tennessee and where prohibited by law, winner grants to Sponsors, the MLB Entities and each of their respective designees the right to print, publish, broadcast and use worldwide in any media now known or hereinafter known, 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 Sponsors.

13.WINNER'S LIST: For a list of winners, send a self-addressed, stamped envelope to be received by June 29, 2012 to: Ultimate Access to the PepsiCo MLB All-Star Game Promotion Winners, PO Box 750017, El Paso, TX 88575-0017.

14. SPONSORS: Pepsi-Cola Company, 700 Anderson Hill Road, Purchase, NY 10577 and Frito-Lay, Inc. 7701 Legacy Drive, Plano, TX 75024-4099.