OFFICIAL SWEEPSTAKES RULES

1. NO PURCHASE IS NECESSARY TO ENTER OR CLAIM A PRIZE. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. ELIGIBILITY: "Gillette® Odor Shield Sweat for Greatness" Sweepstakes ("Sweepstakes") is open to all legal residents of the 50 United States and the District of Columbia, age 18 years or older, who have Internet access as of October 20, 2011, except employees, officers, directors, agents and shareholders (and their immediate families (spouse, parent, child, sibling and their respective spouses) and household members (whether or not related)) of Turner Sports Digital Services, Inc. ("TSDS"), The Proctor & Gamble Distributing LLC ("Gillette") (TSDS and Gillette are, collectively, the "Sponsors"), Time Inc. ("Time") and their respective parents, subsidiaries, divisions, trustees, agents, judges, sponsors, franchisees, participating vendors, distributors, advertising and promotion agencies and affiliated entities (collectively, with the Sponsors, the "Sweepstakes Entities"). Void wherever prohibited by law. Sweepstakes is governed by U.S. law and subject to all applicable federal, state and local laws and regulations. By entering the Sweepstakes, entrants agree to accept and be bound by all terms of these Official Rules and Regulations ("Official Rules").

2. HOW TO ENTER: From 12:00:00 p.m. (Noon) Eastern Time ("ET") on October 21, 2011 through 11:59:59 p.m. ET on November 14, 2011 (the "Entry Period"), Sponsors will conduct a Sweepstakes encouraging entrants to enter for a chance to win a prize and cast a vote for their favorite finalist submission in the "Gillette® Odor Shield Sweat for Greatness" Contest. To enter, during the Entry Period, a entrant must either: (i) go to the website located at www.si.com/greatness, cast a vote and complete and submit the online entry form, including his/her name, address, telephone number (including the area code), e-mail address (if any), and age; or (ii) send a 3" x 5" postcard with his/her vote, name, address, telephone number (including the area code), e-mail address (if any) and age to: "Gillette® Odor Shield Sweat for Greatness" Sweepstakes Entry, 1050 Techwood Drive, N.W., EXE0205G, Atlanta, GA 30318. To be eligible: (a) each online entry must be received no later than 11:59:59 p.m. ET on November 14, 2011 and (b) each mail-in entry must be mailed separately and all mail-in entries must be postmarked no later than November 14, 2011 and received by November 21, 2011. All entries must be submitted in the name of an individual person and a prize can only be awarded to the person whose name is on a winning entry. Entries generated by script, macro or other automated means will be void. The Sweepstakes Entities are not responsible for misdirected, incomplete, lost, late, illegible, undelivered, inaccurate or delayed entries, or for technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions or other errors or problems that may limit or affect a person’s ability to participate in the Sweepstakes, whether human, mechanical, typographical, printing, electronic, network or otherwise, relating to or in connection with the Sweepstakes, including, without limitation, errors that may occur in connection with the administration of the Sweepstakes, the processing of entries, the announcement of the prizes or in any Sweepstakes-related materials. In the event of sabotage, acts of God, terrorism or threats thereof, computer virus or other events or causes beyond the Sponsors’ control, which corrupt the integrity, administration, security or proper operation of the Sweepstakes, Sponsors reserve the right, in their sole discretion, to modify, cancel or suspend the Sweepstakes. In the event of cancellation, Sponsors reserve the right, in their sole discretion, to award the prizes from among all eligible, non-suspect entries received prior to the event requiring such cancellation. False or deceptive entries or acts will render the entrant ineligible. All entries become the property of the Sponsors and will not be acknowledged or returned. Limit one (1) entry per person, e-mail address or household per twenty-four (24) hour period.

3. HOW TO WIN: Fifty-Seven (57) winners (the "Winners") will be chosen randomly by a representative of the Sponsors on or around November 24, 2011 from among all eligible entries received during the Entry Period. The decisions of the Sponsors will be final and binding in all matters. The odds of winning will depend on the total number of eligible entries received during the Entry Period. The potential Winners will be confirmed by U.S. mail, e-mail and/or telephone and must meet all eligibility requirements including the timely execution and return of all necessary releases and documents (if any) required by Sponsors.

4. PRIZES: Fifty-Seven (57) Winners will each receive Winner’s choice of one (1) single-framed Sports Illustrated magazine cover from among those available at www.sicovers.com, at an approximate retail value ("ARV") of Eighty Dollars ($80) per prize. TOTAL ARV OF PRIZES (57 PRIZES): Four Thousand Five Hundred Sixty Dollars ($4,560). Winners must follow Sponsors-provided instructions to select and receive prize by June 30, 2012 or prize will be forfeited. Sponsors reserve the right to substitute for any reason whatsoever a prize (or portion thereof) of comparable or greater value, in its sole discretion. Prizes are awarded "as-is" with no warranty or guarantee, either express or implied by Sponsors. Winners are responsible for the reporting and payment of all taxes (if any) as well as any other costs and expenses associated with acceptance and use of a prize not specified herein as being awarded. All prize details are in Sponsors’ sole discretion.

5. GENERAL RULES AND REGULATIONS: By entering this Sweepstakes, each entrant grants Sweepstakes Entities and their designees the right, unless prohibited by law, to use his/her name, city and state of residence, voice, picture and likeness, without compensation, notification or approval, for the purpose of advertising and publicizing the goods and services of the Sweepstakes Entities and all matters related to the Sweepstakes, in any manner or medium, now or hereafter known, throughout the world in perpetuity. Potential Winners may each be required to execute an affidavit of eligibility, a liability release, a tax acknowledgment form and, except where prohibited by law, a publicity release and return within five (5) business days of issuance of notification. Noncompliance within this time period or failure of a potential Winner to respond to a notification attempt within five (5) business days of such attempt may result in disqualification and, in Sponsors’ sole discretion, an alternate winner may be selected. If: (i) any prize or prize notification is returned as undeliverable; (ii) a potential Winner declines his or her prize; or (iii) a potential Winner fails to comply with any of the Official Rules as outlined herein, such potential Winner will be disqualified and an alternate Winner will be selected by random drawing at the Sponsors’ sole discretion. Unclaimed prizes will not be awarded. The Sweepstakes Entities expressly disclaim any responsibility and entrants agree to indemnify and hold harmless the Sweepstakes Entities from and against any and all claims, actions, demands and/or liability for injury, damage or loss whatsoever relating to or arising in connection with participation in this Sweepstakes (regardless of the cause of such injury, damage or loss) and/or the delivery and/or subsequent use or misuse of any of the prizes awarded (including any travel or activity related thereto).

6. DISPUTES: Entrant agrees that: (i) any and all disputes, claims and causes of action arising out of or connected with this Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by the United States District Court for the Northern District of Georgia or the appropriate State court located in Atlanta, Georgia; (ii) all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering the Sweepstakes but in no event attorneys’ fees; and (iii) under no circumstances will entrant be permitted to obtain awards for and ENTRANT HEREBY WAIVES ALL RIGHTS TO CLAIM PUNITIVE, INCIDENTAL AND CONSEQUENTIAL DAMAGES AND ANY OTHER DAMAGES, OTHER THAN FOR ACTUAL OUT-OF-POCKET EXPENSES, AND ANY AND ALL RIGHTS TO HAVE DAMAGES MULTIPLED OR OTHERWISE INCREASED. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sweepstakes Entities in connection with the Sweepstakes, shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to any choice of law or conflict of law rules (whether of the State of Georgia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Georgia.

7. OFFICIAL RULES OR WINNER LIST: For a copy of the Official Rules or the Winners List (available on or about December 31, 2011), send a self-addressed, stamped envelope (residents of VT need not include return postage on rules requests) to the following address by January 31, 2012. (Please specify "Official Rules" or "Winners") – "Gillette® Odor Shield Sweat for Greatness" Sweepstakes, 1050 Techwood Drive, N.W., EXE0205G, Atlanta, GA 3018.

SPONSORS: Turner Sports Digital Services, Inc., 1050 Techwood Drive, N.W., Atlanta, GA 30318. The Proctor & Gamble Distributing LLC, One P&G Plaza, Cincinnati, OH 45202.

SWEEPSTAKES FACTS

You Have Not Yet Won. All entries have the same chance of winning. No one will know who the winner is until after the Sweepstakes ends.

Entry Is Free. No purchase necessary to enter. See instructions on form on how to enter free.

Enter As Often As You Like. Additional entries may be submitted by mailing a postcard with your name, telephone number, e-mail address (if any), and address to: Gillette® Odor Shield Sweat for Greatness” Sweepstakes Entry, 1050 Techwood Drive, N.W., EXE0205G, Atlanta, GA 30318. Each postcard must be mailed separately. It is not necessary to await receipt of an entry form.

Buying Won’t Help You Win. Chances of winning without a purchase are the same as the chances of someone who buys something.

Entry Deadline/Sweepstakes Closing Date. To be eligible to win the prize offered in this Sweepstakes, your entry must be received by the applicable Entry Deadline stated in this communication. If there is no Entry Deadline stated, your entry must be received by the Final Sweepstakes Closing Date of November 14, 2011.

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