1. THE RIDERS® DENIM MAKEOVER SWEEPSTAKES: How to Enter: Beginning November 1, 2008, at 12:01 a.m. (ET) through January 15, 2009, at 11:59 p.m. (ET), go to www.fittingpassions.com, and complete and submit the entry form pursuant to the on-screen instructions. Winner Selection: Winner will be selected in a random drawing from among all eligible entries received on or about January 22, 2009. Drawing will be conducted by Hearst Communications, Inc., whose decisions are final. Odds of winning will depend upon the total number of eligible entries received. Prizes & Approximate Retail Value: One (1) grand prize winner will receive a Riders® denim wardrobe (10 tops/10 bottoms from Riders® by the Makers of Lee®, from available inventory; ARV: $350); round-trip coach flights for two (2) to New York City, NY, from a major airport in the U.S. city nearest winner's residence (but if winner lives within 60 miles of New York, he/she will receive ground transportation instead of flights, without further compensation; ARV: $2,800); two (2) nights standard hotel accommodations (single room, double occupancy; ARV: $800); one (1) American Express®* gift card that may be used on trip (ARV: $200). Total retail value of all prizes awarded to the grand prize winner is $4,150. Winner will be notified via phone, e-mail, or postal mail, at Sponsor's discretion, on or about January 29, 2009. Trip must be taken within one year from date of award. Hotel accommodations/flights at Sponsor's discretion, accommodations/flights subject to availability, and blackout dates may apply. All travelers must possess valid travel documents. Arrangements must be made at least 30 days prior to departure. Travel companion of winner (or, if winner is a minor, his/her parent or legal guardian) must also execute a Publicity/Liability Release (where legal) prior to ticketing and must possess required travel documents (e.g., valid photo ID) prior to departure. Once the travel schedule has been arranged, it cannot be altered, and failure of winner to follow such schedule shall not obligate Sponsor in any way to provide the winner with alternate arrangements. Winner's List: For winner's name, send a separate self-addressed, stamped envelope to Hearst Communications, Inc., 300 W. 57th Street, New York, NY 10019 by March 30, 2009. Mechanically reproduced entry forms or Entry forms that have been tampered with will be disqualified. (*American Express Company has not sponsored or endorsed the Riders Denim Makeover Sweepstakes. The American Express® trademark is used herein solely for purposes of prize identification.)

2. ENTRIES: Limit one (1) entry per household for Riders Denim Makeover Sweepstakes (referred to as the "Promotion"). Multiple entries from the same household will be disqualified. Entries using macro, robotic, script, or other forms of automatic entry will be disqualified. Entries become the property of the Sponsor and will not be returned. Proof of submission does not constitute proof of receipt. If there is a dispute as to the identity of entrant, the prize will be awarded to the authorized account holder of the e-mail address used to enter Promotion (who must comply with these Official Rules). The "authorized account holder" is defined as the natural person to whom the e-mail address is assigned by an Internet service provider, online service provider, or other organization (e.g., business, educational institution, etc.) that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address.

3. ELIGIBILITY: Open only to legal residents of the 50 United States and the District of Columbia ages 18 and over. Void in Puerto Rico and where prohibited by law. Employees of Sponsor, VF Jeanswear Limited Partnership, their parents, affiliates, and subsidiaries, participating advertising and promotion agencies, and prize suppliers (and members of their immediate family and/or those living in the same of household of each such employee) are not eligible.

4. CONDITIONS OF PARTICIPATION: Entrants must have a valid e-mail address, and it is entrant's sole responsibility to update Sponsor of any change in e-mail address. Expenses not specifically included in prize description and all taxes are the sole responsibility of the winner. Prize is awarded "as is" with no warranty or guarantee, either express or implied, outside of manufacturer's/service provider's limited warranty (as applicable). No transfer, assignment, or substitution of a prize permitted, except Sponsor reserves the right to substitute prize for an item of equal or greater value in the event an advertised prize is unavailable. All federal, state, and local laws and regulations apply. Entrants agree to be bound by the terms of these Official Rules and by the decisions of Sponsor, which are final and binding on all matters pertaining to this Promotion. Winner will be required to sign and return an Affidavit of Eligibility, a Liability Release, and, where legally permissible, a Publicity Release within 7 days following the date of first attempted notification. Failure to comply with this deadline may result in forfeiture of the prize and selection of an alternate winner. Return of prize/prize notification as undeliverable may result in disqualification and selection of an alternate winner. Winner hereby further agrees that he/she will sign any documents necessary to transfer copyright of the entry to Sponsor within 7 days following the date of first attempted notification. Acceptance of the prize constitutes permission for Sponsor and its agencies to use winner's name and/or likeness, biographical material, and/or entry (including an altered form of the entry) for advertising and promotional purposes without additional compensation, unless prohibited by law. By accepting prize, winner agrees to hold Sponsor, VF Jeanswear Limited Partnership, their advertising and promotion agencies, and their respective parent companies, subsidiaries, affiliates, partners, representative agents, successors, assigns, officers, directors, and employees harmless for any injury or damage caused or claimed to be caused by participation in the Promotion or acceptance or use of the Grand Prize. Sponsor is not responsible for any printing, typographical, mechanical, or other error in the printing of the offer, administration of the Promotion, or in the announcement of the prize.

5. INTERNET: Sponsor is not responsible for electronic transmission errors resulting in omission, interruption, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alterations of entry materials, or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions or limitations of any kind, or inaccurate transmissions of or failure to receive entry information by Sponsor on account of technical problems or traffic congestion on the Internet or at any Website or any combination thereof. If for any reason the Internet portion of the Promotion is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes that corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Promotion, Sponsor reserves the right at its sole discretion to cancel, terminate, modify, or suspend the Promotion. In such event, Sponsor will select the winner from eligible entries received as of the termination date. And, notice of such action will be posted on www.fittingpassions.com. Sponsor further reserves the right to disqualify any individual who tampers with the entry process. Sponsor may prohibit an entrant from participating in the Promotion if it determines that said entrant is attempting to undermine the legitimate operation of the Promotion by cheating, hacking, deception, or other unfair playing practices or intending to abuse, threaten, or harass other entrants. Caution: Any attempt by a participant to deliberately damage any Website or undermine the legitimate operation of the Promotion is a violation of criminal and civil laws and should such an attempt be made, Sponsor reserves the right to seek damages from any such participant to the fullest extent of the law.

6. DISPUTES/CHOICE OF LAW: Except where prohibited, each entrant agrees that: (1) any and all disputes, claims, and causes of action arising out of or connected with this Promotion or the prize awarded shall be resolved individually, without resort to any form of class action, and exclusively by state or federal courts situated in New York, NY and entrant consents to the jurisdiction of such courts; (2) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, but in no event attorneys' fees; (3) no punitive, incidental, special, consequential, or other damages, including without limitation lost profits, may be awarded (collectively, "Special Damages"); and (4) entrant hereby waives all rights to claim Special Damages and all rights to have such damages multiplied or increased. New York State law, without reference to New York's choice of law rules (or those of any other jurisdiction), governs the Promotion and all aspects related thereto.

7. SPONSOR: The Sponsor of this Promotion is Hearst Communications, Inc., 300 W. 57th Street, New York, NY 10019.

VF JEANSWEAR LIMITED PARTNERSHIP HAS NOT OFFERED OR SPONSORED THIS PROMOTION IN ANY WAY. VF JEANSWEAR LIMITED PARTNERSHIP, ITS PARENTS, SUBSIDIARIES, DIVISIONS, AFFILIATES, AND RELATED COMPANIES, AND THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AGENTS, AND REPRESENTATIVES ("VF JEANSWEAR LIMITED PARTNERSHIP RELEASEES") SHALL HAVE NO LIABILITY OR RESPONSIBILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THE SWEEPSTAKES, PROMOTION, OR THE GRAND PRIZE WITH THE SOLE EXCEPTION OF THE "RIDERS DENIM WARDROBE" COMPONENT OF THE GRAND PRIZE AND IN NO EVENT WILL THE LIABILITY OF VF JEANSWEAR LIMITED PARTNERSHIP RELEASEES EXCEED THE APPROXIMATE RETAIL VALUE OF THE "RIDERS DENIM WARDROBE" COMPONENT OF THE GRAND PRIZE (I.E., $350).