AE “ALL-AMERICAN REJECTS” SWEEPSTAKES
OFFICIAL RULES

NO PURCHASE OR REFERRAL IS NECESSARY TO ENTER OR WIN.

A PURCHASE OR REFERRAL WILL NOT IMPROVE YOUR CHANCES OF WINNING.

The AE “ALL-AMERICAN REJECTS” SWEEPSTAKES (“Sweepstakes”) starts at 10:00:00 am Eastern Daylight Time (“EDT”) on 4/20/06 and ends at 11:59:59 pm (EDT) on 5/2/06 for online entry and on 5/3/06 for mail-in entry. The sponsor of this Sweepstakes is American Eagle Outfitters, Inc., 150 Thorn Hill Drive , Warrendale , PA 15086 (the “Sponsor”). The Sweepstakes shall be subject to these Official Rules, and by entering, all participants agree to be bound by the terms and conditions herein.

HOW TO ENTER ONLINE: Beginning at 10:00:00 am (EDT) on 4/20/06 and continuing until 11:59:59 pm (EDT) on 5/2/06 (the “Internet Entry Period”) you may enter via the Internet by logging onto http://www.ae.com (the “Entry Site”) and following the directions for Sweepstakes entry; providing your first and last name, street address, city, state or province, country, zip code or postal code, verify age eligibility, phone and (if applicable) e-mail address and indicating your decision to enter the Sweepstakes. By submitting this information, you will receive one (1) “Original Entry” in this Sweepstakes.

In addition to this one (1) Original Entry, you are also eligible to receive additional “Referral Entries” in this Sweepstakes as follows: In the spaces indicated at the Entry Site, provide up to five (5) friends' or co-workers' e-mail addresses. Each e-mail address you provide must be for a separate individual. Each e-mail address that you provide during the Internet Entry Period stated above, will be contacted with an e-mail message identified as being from you. For each e-mail address referral you provide, up to a maximum of five (5), you will automatically receive one (1) additional Referral Entry in the Sweepstakes [you are eligible to receive up to a maximum of five (5) Referral Entries in this Sweepstakes] . TO BE ELIGIBLE, THE ORIGINAL ENTRY AND SUBMITTED E-MAIL ADDRESS REFERRALS MUST BE RECEIVED AT THE SAME VISIT TO THE WEB SITE AND ALL MUST BE RECEIVED BY 11:59:59 P.M. EDT ON 5/2/06 . ALL REFERRAL ENTRIES MUST BE RECEIVED BY 11:59:59 P.M. EDT ON 5/2/06 . A MAXIMUM OF ONE (1) ORIGINAL ENTRY AND FIVE (5) REFERRAL ENTRIES PER PERSON OR E-MAIL ADDRESS WILL BE ACCEPTED DURING THIS SWEEPSTAKES VIA THE INTERNET.

HOW TO ENTER VIA MAIL: On a postcard, handprint your name, address, city, state or province, country, zip code or postal code, telephone number, date of birth and e-mail address (if applicable). Mail the completed postcard entry to AMERICAN EAGLE “ALL-AMERICAN REJECTS” SWEEPSTAKES, PO BOX 6044, Sherman Oaks, CA, 91413 (Mail-in Entry”). For the correctly completed postcard entry that you submit, you will receive five (5) Mail-in Entries. ALL MAIL-IN ENTRIES MUST BE POSTMARKED BY 5/3/06 AND RECEIVED BY 5/9/06 . ONLY ONE (1) MAIL-IN POSTCARD ENTRY PER PERSON WILL BE ACCEPTED.

IMPORTANT NOTE: A MAXIMUM OF SIX (6) ENTRIES (EITHER ONE (1) ORIGINAL AND FIVE (5) REFERRAL ENTRIES, <OR> ONE (1) ORIGINAL AND FIVE (5) MAIL-IN ENTRIES) WILL BE ACCEPTED PER PERSON FOR THIS SWEEPSTAKES. ANY ENTRIES RECEIVED IN EXCESS OF THIS MAXIMUM OF SIX (6) ENTRIES WILL BE DISQUALIFIED.

The Promotion Parties, prize suppliers, and any and all Internet server(s) and access provider(s), and each of their respective affiliates, subsidiaries, parent corporations, retailers and advertising and promotional agencies, and all of their officers, directors, shareholders, employees and agents (collectively, “Releasees” ) are not responsible for: any incorrect or inaccurate entry information; human errors; technical malfunctions; failures, omissions, interruptions, deletions or defects of any telephone network, computer online systems, computer equipment, servers, providers, or software, including without limitation any injury or damage to participant's or any other person's computer relating to or resulting from participation in the Sweepstakes; inability to access the Entry Site; theft, tampering, destruction, or unauthorized access to, or alteration of, entries; data that is processed late or incorrectly or is incomplete or lost due to telephone, computer or electronic malfunction or traffic congestion on telephone lines or the Internet or any web site (including the Entry Site) or for any other reason whatsoever; typographical, printing or other errors; any mailed entries which are late, lost, incomplete, misdirected, stolen, mutilated, illegible, or postage due, or any combination thereof. Proof of mailing entry, or entering information at the Entry Site is not considered proof of delivery or receipt. Illegible, incomplete, entries in excess of the maximum number of daily entries as stated above and mechanically reproduced entries will be disqualified. All entries become the property of the Sponsor and will not be acknowledged or returned. False, fraudulent or deceptive entries or acts shall render entrants ineligible. By entering the Sweepstakes, entrants affirm that they have read and accepted these Official Rules. The Sweepstakes shall be governed by and construed in accordance with the laws of the United States . By entering the Sweepstakes, entrants hereby submit to the jurisdiction and venue of the federal and state courts of the United States and waive the right to have disputes arising out of the subject matter hereof adjudicated in any other forum.

PRIVACY INFORMATION: The information obtained from the entry will be used by Sponsor and its affiliates unless otherwise noted by the entrant. For more details, please see our privacy policy at www.ae.com . Sponsor and its affiliates would like to use this information to contact you either by mail or email about our special promotions or events. If you prefer not to receive updates of special promotions and/or events, indicate such preference on www.ae.com . False and/or deceptive entries or acts shall render entrants ineligible. By registering to enter the Sweepstakes, entrant affirms that they have read, accepted and agreed to be bound by these Official Sweepstakes Rules.

The laws of the Commonwealth of Pennsylvania apply to and govern this Sweepstakes and any claims must be raised and resolved in the Federal or state courts located in Allegheny County , Pennsylvania , United States .

WINNER SELECTION: Winners will be selected in a random drawing from among all eligible entries on or about 5/12/06 by West Coast Marketing, an independent judging organization, whose decisions are and shall be final and binding in all matters relating to this Sweepstakes. All prizes will be awarded, assuming a sufficient number of eligible entries are received. Canadian winners will be required to correctly answer without assistance of any kind, a timed mathematical skill-testing question administered by mail, telephone or e-mail. Grand Prize winner will be notified by e-mail, overnight delivery and/or telephone by 5/15/06 . Grand Prize winner (or Grand Prize winner's parent or legal guardian if Grand Prize winner is a minor in the jurisdiction in which they reside) will be required to execute and return a notarized Affidavit of Eligibility/Release of Liability, an IRS W-9 form and where legal, a Publicity Release form within ten (10) days of date of issuance. Grand Prize winner's travel companions will also be required to complete and return a notarized Release of Liability form within this same 10-day time period. A parent or legal guardian will be required to execute all required documents on behalf of a travel companion that is a minor child or ward. A minor will not be allowed to participate in any portion of Grand Prize travel without being accompanied by their parent or legal guardian who executed all required documents on the minor's behalf. A pre-paid overnight delivery air bill will be provided to facilitate the return of all required documents. Failure to return all required forms within this time period, or to comply with any other provision herein, may result in the applicable winner being disqualified and an alternate winner selected. First and Second Prize winners will be notified within sixty (60) days of the drawing date, with the delivery of their prize by mail or other delivery service selected by Sponsor. If a prize notification or prize is returned as undeliverable for any reason, the prize will be awarded to an alternate winner in a subsequent random drawing. Prizes are not transferable, assignable, or redeemable for cash. No substitution for a prize by the winner will be allowed. If necessary, due to unavailability of a prize for any reason, a prize of equal or greater value will be awarded at the sole discretion of the Sponsor.

All Federal, national, state provincial and local tax liabilities (if any) are the responsibility of the winners. Acceptance of a prize constitutes permission (except where prohibited) to Sponsor and its designee(s) to use of winner's name, address (city and state or province), likeness and statements for publicity purposes in any and all media now or hereafter known throughout the world in perpetuity without additional compensation, notification or permission.

PRIZES: GRAND PRIZE (one [1] will be awarded): The Grand Prize shall consist of a three (3) day/two (2) night trip for the winner and up to fifteen (15) travel companions to Los Angeles, CA during dates to be determined at sole discretion of Sponsors (anticipated dates of travel as of this printing are 6/23/06-6/26/06, but are subject to change) for a private All-American Rejects (“Band”) concert for the Grand Prize winner and fifteen (15) friends (at a location to be determined at sole discretion of Sponsor) and a $500 (USD), (approximately $577.64 CAD) “AE Shopping Spree” with the Band (collectively the “Event”). The Grand Prize shall specifically include: roundtrip (“R/T”) coach-class airfare (via carrier(s) selected by Sponsor) for sixteen (16) between the major U.S. or Canadian gateway city airport nearest winner's home and Los Angeles, CA, two (2) night's hotel accommodations (consisting of eight [8] standard rooms, double occupancy each) at a Los Angeles area hotel selected by Sponsor or its designee (“Hotel”), Los Angeles airport/Hotel and Hotel/Event transfers in Los Angeles, a $500 shopping spree awarded in the form of a $500 AE (USD) gift card (* see below for gift card details) photo opportunities with the Band, Band member autographs and sixteen (16) gift bags (consisting of item(s) selected by Sponsor or its designee). The approximate retail value (“ARV”) of the Grand Prize is $15,000 (USD), (approximately $17,499.71 CAD).  (NOTE: specific value depends on departure city, and market conditions on dates of travel). All travel is subject to the following restrictions: Grand Prize winner and guests must be able to travel during the specific dates specified by Sponsor or the prize will be forfeited in its entirety and an alternate winner selected. All meals, gratuities, excursions, insurance, incidentals, R/T transportation for the winner and his or her travel companions between the winner's and/or travel companions' homes and the major U.S. or Canadian gateway city airport nearest the winner's home and any other expenses not specified herein are the sole responsibility of the winner and his or her travel companions. All travel arrangements are to be administered by Sponsor or its designee(s). All travel elements are subject to availability. In the event that the members of the musical group All-American Rejects are unable to attend and/or participate in the Event, the All-American Rejects participation portion of the prize may be eliminated and a $200 check substituted. Blackout dates and other restrictions apply. Winner and companions must travel together on the same itinerary. Winner and his or her travel companions are responsible for obtaining all necessary travel documentation and w ill be required to provide valid government issued photographic ID at time of travel. No changes will be made to travel details once any portion of travel arrangements has been made. Releasees are not responsible for changes in schedule of any element of the Grand Prize. Prize conditions may be added or modified by Sponsor or its designee(s).

FIRST PRIZE (five [5] will be awarded): Each First Prize consists of a guitar autographed by member(s) of the Band selected at the sole discretion of the Sponsor. The approximate retail value of each First Prize is $200.00 (USD), (approximately $233.45 CAD).

SECOND PRIZE (fifty [50] will be awarded): Each Second Prize consists of a $50 (USD) AE gift card (* see below for gift card details) The approximate retail value of each Second Prize is $50 (USD), (approximately $58.33 CAD).

The total ARV of all prizes to be awarded in this Sweepstakes is $18,500.00 (USD), (approximately $ 21,579.32 CAD).

* The AE Gift Card can be redeemed for merchandise only at any AE store, at www.ae.com , unless otherwise required by law, or by calling 1.888.232.4535. This card cannot be redeemed for cash or applied as payment for the AE Credit Card, unless otherwise required by applicable law. To redeem online, enter the gift card number and pin number at the payment page of the ae.com checkout. Only one AE Gift Card may be redeemed online at one time. All ae.com orders using AE Gift Cards at checkout will be processed in U.S. funds. American Eagle Outfitters is not responsible for lost, stolen, or unauthorized use of cards. After 24 months of non-use, a $1 per month dormant account fee will be deducted from the remaining balance on the card, except where prohibited by law. Use of the card constitutes acceptance of these terms and conditions. The AE Gift Card carries no expiration date. The AE Gift Card is issued by AE Admin Services Co. LLC.

The odds of winning a prize are determined by the total number of eligible entries received and are equal regardless of method of entry. Only one (1) prize will be awarded to any one person and/or e-mail address.

LIMITATIONS ON LIABILITY: Releasees shall not be liable to winner or any other person for failure to supply the prize or any part thereof, by reason of any acts of God, any action(s), regulation(s), order(s) or request(s) by any governmental or quasi-governmental entity (whether or not the action(s), regulation(s), order(s) or request(s) prove(s) to be invalid), equipment failure, terrorist acts, earthquake, war, fire, flood, 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 other cause beyond Sponsor's sole control. Releasees shall not be responsible for any cancellations, delays, diversions or substitutions or any act or omissions whatsoever by the air carrier(s), hotel(s), or other transportation companies or any other persons providing any of these services and accommodations to passengers including any results thereof such as changes in services or accommodations necessitated by same. Releasees shall not be liable for any loss or damage to baggage.

GENERAL: Entrants agree to release and waive any claims they may have against Releasees for any and all injuries, claims, damages, losses, costs, or expenses of any kind (including without limitation attorney's fees) resulting from acceptance, use, or misuse of any prize or element thereof, or from participation in this Sweepstakes.

If for any reason this Sweepstakes is not capable of running as planned, or if this Sweepstakes or any web site associated therewith (or any portion thereof) becomes corrupted or does not allow the proper playing of the Sweepstakes and processing of entries in accordance with these rules, or if infection by computer virus, bugs, tampering, unauthorized intervention, actions by entrants, fraud, technical failures, or any other causes, in the Sponsor's sole opinion, corrupts or affects the administration, security, fairness, integrity, or proper conduct of this Sweepstakes, the Sponsor reserves the right, at its sole discretion, to disqualify any individual implicated in such action and/or to cancel, terminate, modify, or suspend this Sweepstakes or any portion thereof. In the event this Sweepstakes is cancelled, the Sponsor will conduct a random drawing to award all prizes from among all eligible, non-suspect entries received prior to the time of the action or event warranting such cancellation. If such cancellation, termination, modification, or suspension occurs, notification will be posted at the Entry Site. ANY ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE (INCLUDING THE ENTRY SITE) OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND/OR CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, THE SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES AND OTHER REMEDIES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. If a dispute arises about who submitted an entry on the Entry Site, the entry will be deemed submitted by the authorized account holder of the e-mail account entered. The authorized account holder is deemed the natural person who is assigned to an e-mail address by an Internet access provider, service provider, or other online organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. A potential winner may be requested to provide Sponsor with proof that the potential winner is the authorized account holder of the e-mail address associated with the winning entry and that all eligibility requirements are met.

NOTE: Internet entry must be made by the entrant only at the Entry Site. Entries made by any other individual or any entity, and/or originating at any other web site or e-mail address, including, but not limited to, commercial sweepstakes subscription notification and/or entering service sites, will be declared invalid and disqualified for this Sweepstakes. The use of any device or software to automate the entry process is prohibited.

WINNERS LIST: For an Official Winner's List, (available after 6/15/06) or a copy of these Official Rules, send a self-addressed, stamped (residents of Canada may omit return postage) envelope to AE “ALL-AMERICAN REJECTS” SWEEPSTAKES - WINNERS LIST - OR - OFFICIAL RULES (VT residents may omit return postage for Official Rules request) (PLEASE SPECIFY WHICH), PO Box 56436, Sherman Oaks, CA 91413. Requests must be received by 7/15/06 . Official Rules are also available during the Internet Entry Period at the Entry Site.

(©) 2006 American Eagle Outfitters, Inc. All Rights Reserved.