PEPSI®/HY-VEE “TRIATHLON” PROMOTION
OFFICIAL RULES

NO PURCHASE NECESSARY. PROMOTION OPEN ONLY TO LEGAL RESIDENTS OF THE U.S. RESIDING IN THE STATE OF IOWA, OR CERTAIN COUNTIES IN THE STATES OF ILLINOIS, NEBRASKA, MISSOURI, KANSAS, SOUTH DAKOTA, MINNESOTA OR WISCONSIN (SEE RULE 6 BELOW FOR LIST OF COUNTIES) WHO ARE 18 YEARS OF AGE OR OLDER (19 IN NEBRASKA) AS OF MAY 3, 2009. GAME BEGINS MAY 3, 2009 AND ENDS JUNE 16, 2009. VOID WHERE PROHIBITED.

1. HOW TO PLAY: No purchase, and no entry fee, payment or proof-of-purchase necessary to participate in the Pepsi/Hy-Vee Triathlon Promotion regardless of the method of participation (see 1A and 1B below for participation methods). The online Sweepstakes portion of this Promotion starts May 3, 2009, at 12:01 a.m. CT and ends June 16, 2009, at 11:59 p.m. CT (the "Sweepstakes Period"). The In-Store instant win portion of this Promotion starts May 3, 2009 and ends June 16, 2009 (the “Instant Win Period”).

a. In-Store - Look for a game piece (referred to as "game piece" in these rules) located on the front page of the Hy-Vee circular, while supplies last, in participating Hy-Vee stores and follow directions found in the Hy-Vee store circulars which are available the weeks of: May 6, 13, 20 and 27; June 3 and 10. NO PURCHASE NECESSARY. To receive one (1) free game piece without purchase, send a self-addressed, stamped envelope postmarked no later than May 26, 2009 to be received by June 2, 2009, to Pepsi/Hy-Vee Triathlon Game Piece, P.O. Box 750456, El Paso, TX 88575-0456. Limit one (1) free game piece per request per stamped outer envelope. Pepsi-Cola Company ("Sponsor") assumes no liability for lost, late, stolen, illegible, misdirected, mutilated, incomplete or postage-due mail. See Rule 2 below for instant win prizes which are available to be won during the Instant Win Period.

b. Online: To be eligible to enter, go to www.hy-vee.com (the "Website") and click on the Triathlon Promotion banner. Then follow the instructions to register and submit your entry into the Sweepstakes. Once registered at the Website, you may submit additional entries into the Sweepstakes by visiting the Website and entering your e-mail address at the entry box and click where indicated to submit an entry. Limit one (1) Account per name/address/household. Limit one (1) online entry per Account per day. A day is understood to start at 12:00:00 am CT and end at 11:59:59 pm CT the same day.

The name of the person submitting the e-mail address upon online Sweepstakes entry must be (a) the name of the person who registered on the Website with such e-mail address, and (b) the name of the authorized account holder of such e-mail address, otherwise, entry may be deemed void. In the event of dispute over the identity of a potential winner, online entries will be declared made by the authorized account holder of the e-mail address submitted at the time of entry, 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 entry. It is solely the responsibility of the entrant to notify the Pepsi-Cola Company (“Sponsor”) in writing if the entrant changes his or her e-mail address during the Sweepstakes Period. To do so, call 1-888-324-3035 and any of our representatives can help you.
Proof of e-mailing does not constitute proof of delivery or entry. All entries become the property of Sponsor and will not be returned to entrant. Every online entry submission must be manually keystroked and manually entered by the individual entrant; automated and/or repetitive electronic submission of entries (including but not limited to entries made using any script, macro, bot or sweepstakes service) will be disqualified and transmissions from these or related e-mail or IP addresses may be blocked.

2. INSTANT WIN PRIZES: Take your game piece to any participating Hy-Vee location and scan it at the scanner available at the Pepsi “Triathlon Game” display. If you hear a winning message, you may have won one (1) of the following prizes (subject to verification in accordance with these Official Rules). You are not a winner if you hear “This is not a winning game piece. But thanks for playing” or similar non-winning message.

PRIZES:
GRAND PRIZE – Forty Four (44) Grand Prizes will be awarded, each consisting of one (1) $1,800 electronics gift card. Conditions and/or restrictions may apply to gift card redemption. If applicable, such conditions and/or restrictions will be disclosed to winner prior to prize award. Odds are 1 in 522,727. Actual Retail Value (“ARV”) $1,800.
FIRST PRIZE – One Thousand (1,000) First Prizes will be awarded, each consisting of one (1) $100 Hy-Vee Gift Card.** Odds are 1 in 23,000*. ARV $100.
SECOND PRIZE – Two Thousand (2,000) Second Prizes will be awarded, each consisting of one (1) $50 Hy-Vee Gift Card.** Odds are 1 in 11,500*. ARV $50.
THIRD PRIZE – Ten Thousand (10,000) Third Prizes will be awarded each consisting of one $25 Hy-Vee Gift Card.** Odds are 1 in 2,300*. ARV $25.
FOURTH PRIZE - One Thousand (1,000) Fourth Prizes will be awarded, each consisting of one (1) Pepsi-branded T-shirt. Size XL. Odds are 1 in 23,000*. ARV $7.
FIFTH PRIZES - Eight Thousand (8,000) Fifth Prizes will be awarded, each consisting of one (1) coupon for a Free Pepsi 24 pack. Odds are 1 in 2,875*. ARV $6.99
SIXTH PRIZES – Five Thousand (5,000) Sixth Prizes will be awarded, each consisting of one (1) coupon for a free Gatorade® 8-pack 20 oz. product. Odds are 1 in 4,600*. ARV $6.79.
SEVENTH PRIZES - Five Thousand (5,000) Seventh Prizes will be awarded, each consisting of one (1) coupon for a free LAY’S® brand snack item (12 oz.). Odds are 1 in 4,600*. ARV $3.99.

*Odds are based upon an estimated 23,000,000 game pieces produced; actual odds may vary depending upon the actual number of game pieces released into the marketplace.

**Hy-Vee Gift Cards Terms & Conditions: There are no charges on your Hy-Vee card prior to the card’s first use. After the first use, if there is any period of six consecutive months of non-use on this card, except where prohibited by law, a $2.00 per month fee will be applied until such times as (1) the card is used again or (2) the card balance is exhausted. Making purchases or adding to the balance of this card constitutes use of this card. Gift cards are not redeemable for cash or credit except where required by law. Gift cards are redeemable at Hy-Vee, Hy-Vee Drugstore, and Heartland Pantry. Hy-Vee is not responsible for unauthorized card use or lost, stolen or damaged cards.

3. TO CLAIM INSTANT WIN PRIZES BY MAIL: To submit a prize claim, mail the entire potentially winning game piece along with a 3 1/2 x 5 inch piece of paper clearly hand printed with your name, complete street address and daytime phone number to Pepsi/Hy-Vee “TRIATHLON GAME” Prize Claim, P.O. Box 1004, Young America, MN 55594-1004. All mail-in prize claims must be postmarked no later than June 26, 2009 and received by July 7, 2009. Allow 10-12 weeks from the date prize claim is received by Sponsor for verification and delivery of prize. It is recommended that you mail your potentially winning First Prize Game Piece via Certified Mail, Return Receipt Requested and that you make a photocopy of your Game Piece for your records. Proof of mailing does not constitute proof of delivery; proof of delivery does not constitute proof of a winning submission. No responsibility is assumed for lost, late, delayed, postage due, misdirected or illegible mail or damaged, torn or separated mail due to improper packaging of mail or incomplete or improper processing of mail. Mail received without a verifiable and legible return address may not be accepted at Sponsor's sole discretion. The submission of a prize claim is solely the responsibility of the participant who assumes all risk of loss, damage, destruction, delay and misdirection of the prize claim.

4. ONLINE SWEEPSTAKES PRIZES: A total of Seventy-Two (72) online prizes will be awarded during the Promotion Period. Each week during the Promotion Period, twelve (12) prizes will be awarded (see Rule 5, below for details on awarding online prizes). The potential winner will have a choice of one (1) envelope from among the three (3) envelopes presented to them. Whichever one (1) envelope the potential winner chooses, will become their prize. Each envelope will contain one (1) of the following prizes:

$5,000 cash prize – ARV $5,000

$2,500 ITA Travel gift card – ARV $2,500 (Conditions and/or restrictions may apply to ITA Travel gift card redemption. If applicable, such conditions and/or restrictions will be disclosed to winner prior to prize award).

$1,500 Hy-Vee Gift Card – ARV $1,500 (See Rule 2 above for Hy-Vee Gift Card terms & conditions).

5. AWARDING OF ONLINE PRIZES: Each week, during the six (6) week Promotion Period, on Wednesday around 10:00 a.m. CT, a random drawing will be conducted from among all online entries. Sponsor shall select twelve (12) potential winners (one (1) from each market as assigned by Hy-Vee and determined by the store location entered at registration). A representative from Hy-Vee will contact each of the twelve (12) potential winners and if a potential winner is not home, that potential winner will be disqualified and Hy-Vee will select an alternate winner. The Hy-Vee representative will arrange with the potential winner for the arrival of the Hy-Vee representative and TV crew to arrive at the potential winner’s home sometime the following week, prior to 12:00 PM CT on Wednesday. When the Hy-Vee representative and TV crew arrive at the potential winner’s home, the potential winner will be asked to verify eligibility and if deemed eligible based on potential winner’s verbal response, will be able to choose from among three (3) envelopes. If a potential winner is not home when Hy-Vee and its TV crew arrive, that potential winner will be disqualified and Hy-Vee will select an alternate winner. Once a potential winner selects an envelope, the contents of that envelope will be the winner’s prize, subject to verification and compliance with these Official Rules. See Online Sweepstake Prize descriptions in Rule 4, above, for more details on prize. Potential Online Sweepstakes prize winners will be required to sign and return to Sponsor an Affidavit of Eligibility/ Liability Release with (where lawful) a publicity release for receipt by Sponsor by the due date indicated in the notification letter (which may be within seven [7] days or less of notification). If any required documents are not returned within the required number of days, or if any mail is returned as undeliverable without a forwarding address, then prize may be forfeited and an alternate winner may be selected at Sponsor’s discretion.

6. ELIGIBILITY: You must be 18 years of age (19 in NE) or older as of May 3, 2009 and a legal resident of the United States residing in the state of IOWA (all counties are included except Allamakee and Winneshiek) or in the following States/Counties to be eligible to win.

ILLINOIS – Adams, Brown, Bureau, Carroll, Cass, DeKalb, Fulton, Grundy, Hancock, Henderson, Henry, Jo Daviess, Kendall, Knox, LaSalle, Lee, Livingston, Logan, Marshall, Mason, McDonough, Menard, Mercer, Ogle, Peoria, Pike, Putnam, Rock Island, Schuyler, Stark, Stephenson, Tazewell, Warren, Whiteside, Woodford
KANSAS – Atchison, Brown, Doniphan, Douglas, Franklin, Jackson, Jefferson, Johnson, Leavenworth, Linn, Lyon, Miami, Osage, Pottawatomie, Shawnee, Wabaunsee, Wyandotte
MINNESOTA – Blue Earth, Brown, Chippewa, Cottonwood, Dodge, Faribault, Fillmore, Freeborn, Goodhue, Houston, Jackson, Lac qui Parle, LeSueur, Lincoln, Lyon, Martin, McLeod, Mower, Murray, Nicollet, Nobles, Olmsted, Pipestone, Redwood, Renville, Rice, Rock, Sibley, Steele, Wabasha, Waseca, Watonwan, Winona, Yellow Medicine
MISSOURI –Adair, Andrew, Atchison, Audrain, Bates, Benton, Boone, Buchanan, Caldwell, Callaway, Camden, Carroll, Cass, Chariton, Clark, Clay, Clinton, Cole, Cooper, Dallas, Daviess, DeKalb, Gentry, Grundy, Harrison, Henry, Hickory, Holt, Howard, Jackson, Johnson, Knox, Laclede, Lafayette, Lewis, Linn, Livingston, Macon, Maries, Marion, Mercer, Miller, Moniteau, Monroe, Morgan, Nodaway, Osage, Pike, Platte, Pulaski, Putnam, Ralls, Randolph, Ray, Saline, Schuyler, Scotland, Shelby, Sullivan, Worth
NEBRASKA - Adams, Antelope, Boone, Buffalo, Burt, Butler, Cass, Cedar, Clay, Colfax, Cuming, Dakota, Dixon, Dodge, Douglas, Gage, Hall, Hamilton, Howard, Johnson, Kearney, Knox, Lancaster, Madison, Merrick, Nance, Otoe, Pierce, Platte, Polk, Richardson, Saline, Sarpy, Saunders, Seward, Sherman, Stanton, Thurston, Washington, Wayne, York
SOUTH DAKOTA – Bon Homme, Brookings, Clark, Clay, Codington, Day, Deuel, Grant, Hamlin, Hutchinson, Kingsbury, Lake, Lincoln, McCook, Minnehaha, Moody, Roberts, Turner, Union, Yankton
WISCONSIN – Buffalo, Grant, Iowa, Jackson, La Crosse, Lafayette, Pepin, Trempealeau.

Employees of Hy-Vee, Pepsi-Cola Company and its bottlers, and each of their respective parent companies, subsidiaries, divisions, affiliates, distributors, suppliers, and advertising, promotional or judging agencies (collectively, "Sponsor and Promotion Parties") and the immediate family members of such employees and/or persons living within the same household as such employees are not eligible to win. Limit one (1) instant win prize valued over $25 per name, address and/or household. Limit one (1) online sweepstakes prize per name, address and/or household

7. GENERAL CONDITIONS: Allow 10 -12 weeks from Sponsor's receipt of prize claim for verification and delivery of prizes redeemed by mail. 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, except as determined by Sponsor in its sole discretion. Void wherever prohibited or restricted by law. Prize winner will be solely responsible for paying all applicable federal, state and local taxes on prizes; if applicable, winner may receive an IRS Form 1099 for the retail value of the prize. All participants agree to be bound by these Official Rules and the decisions of Sponsor and its authorized judging agencies (the “Judges”) whose decisions in all aspects of this Promotion shall be final and binding. You are not a winner until your Affidavit(s) of Eligibility/Liability and Liability Release have been timely received and verified by the Judges in accordance with these Official Rules, and you have fully complied with these Official Rules. Prizes will only be delivered to addresses within the United States.

8. CONDUCT: By entering the online Sweepstakes, entrants 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 posted on the Website throughout the Sweepstakes Period. Failure to comply with these Official Rules may result in disqualification. Sponsor reserves the right at its sole discretion to disqualify any individual found to be tampering with the entry process or the operation of the Sweepstakes or the Website; or to be acting in any manner deemed by Sponsor to be in violation of the Official Rules; or to be acting in any manner deemed by Sponsor to be unsportsmanlike, inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity or disruptive, or with intent to annoy, abuse, threaten or harass any other person. CAUTION: ANY ATTEMPT BY A USER OR ENTRANT OR ANY OTHER INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES 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 PERSON TO THE FULLEST EXTENT PERMITTED BY LAW.

9. LIMITATIONS OF LIABILITY: No responsibility or liability is assumed by the Sponsor and its Administrators for any technical problems or technical malfunction of any kind arising in connection with any of the following occurrences which may affect or interrupt the operation of the Pepsi “Triathlon Game” display capabilities or hardware or software errors; faulty computer, faulty and/or malfunctioning batteries faulty and/or malfunctioning Pepsi “Triathlon Game” display, telephone, cable, satellite, network, electronic, wireless or Internet connectivity or other online communication problems; errors or garbled, jumbled or faulty communications; inaccessibility or unavailability of the Pepsi “Triathlon Game” display or related system in whole or in part for any reason; traffic congestion, system failure; unauthorized human or non-human intervention of the operation of the Promotion, including without limitation, human error, unauthorized tampering, hacking, fraud, theft, virus, bugs, worms; or destruction of any aspect of the Promotion or data thereof, including without limitation, tampering of or hacking into the system, or loss, miscount, misdirection. Sponsor and its Administrators are not responsible for any personal injury or property damage or losses of any kind which may be sustained in connection with a participant’s use of the Pepsi “Triathlon Game” display. Use of the Pepsi “Triathlon Game” display is at user’s own risk. Sponsor makes no representations or warranties of any kind concerning the appearance, safety or performance of any prize. Winner bears all risk of loss or damage to prize after delivery. 10. UNREADABLE GAME PIECES. If the Pepsi “Triathlon Game” display is not available and/or is malfunctioning, or a consumer has a game piece which is not capable of being read at a Pepsi “Triathlon Game” display, participants may send their game piece along with a 3” x 5” card with their name, complete street address and daytime phone postmarked by June 16, 2009 and received by June 23, 2009 to: Pepsi/Hy-Vee “TRIATHLON GAME”, P.O. Box 148, Waconia, MN 55387-0148. If the Sponsor and its Administrators scanner is capable of reading the game piece, we will play the game for the consumer and advise them if they have submitted a winning game piece or non-winning game piece. If the submitted game piece is a verified winner, the Sponsor and its Administrators will send the consumer the prize and/or affidavit, whichever is appropriate for the prize winning message. If they submitted a non-winning game piece, Sponsor and its Administrators will advise consumer accordingly. If the game piece is not capable of being read by Sponsor and its Administrators, Sponsor and its Administrators will randomly select another game piece and play the game on behalf of the consumer. If the randomly selected game piece is a verified winner, the Sponsor and its Administrators will send the consumer the prize and/or affidavit, whichever is appropriate for the prize winning message. If the randomly selected game piece is a non-winning game piece, Sponsor and its Administrators will notify consumer accordingly.

11. MODIFICATION: Sponsor, at its sole discretion, reserves the right to cancel, terminate, suspend, postpone, delay or modify the Pepsi/Hy-Vee “TRIATHLON GAME” Game (referred to as “Promotion”) in whole or in part, including without limitation, any means of entry in Rule 1 above, at any time if the Promotion is not capable of running as planned or as intended by these Official Rules for any reason whatsoever, including but not limited to, any occurrences described in Rule 9 above, or any other causes which may corrupt or impair the integrity, security, fairness or proper conduct of the Promotion, as determined by Sponsor in its sole discretion, or if Sponsor determines that more prize claims are submitted than the number of prizes offered in these Official Rules. In such event, Sponsor shall immediately suspend prize awards, and Sponsor reserves the right to award any remaining prizes (up to the total set forth in these Official Rules) in a manner deemed fair and equitable by Sponsor, such as by way of example and not by way of limitation, in a random drawing from among the eligible prize claims received up to the time of the impairment, and neither Sponsor nor its Administrators shall have any further liability to any participant in connection with the Promotion. In no event shall Sponsor award more than the number of prizes stated in these Official Rules.

12. CONDITIONS ON USER PARTICIPATION: By participating, all participants (including but not limited to instore and online) signify their agreement to be bound by these Official Rules, and the decisions of Sponsor and Sponsor and Promotion Parties whose decisions in all aspects shall be final and binding. The Sponsor and Sponsor and Promotion Parties may, at their sole discretion, disqualify any individual from participating in any aspect of Promotion, and/or may cancel, suspend or block an individual’s participation in the Promotion if Sponsor and Sponsor and Promotion Parties deem or suspect that such person has engaged in or has attempted to engage in any of the following: (a) acting in violation of these Official Rules; or (b) damaging, tampering with or corrupting the operation of the Promotion; or (c) acting with intent to annoy, harass or abuse any other person; or (d) any unsportsmanlike, inappropriate, uncooperative, disruptive, fraudulent, potentially fraudulent, or unusual behavior or activity; or (e) activity deemed in the sole discretion of Sponsor and Sponsor and Promotion Parties to be generally inconsistent with the intended operation of the Promotion. CAUTION: ANY ATTEMPT BY A PERSON TO DELIBERATELY DAMAGE OR CORRUPT ANY PEPSI TRIATHLON GAME DISPLAY OR UNDERMINE THE LEGITIMATE OPERATION OF THE SWEEPSTAKES OR EVENT IS A VIOLATION OF CRIMINAL AND CIVIL LAWS. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR AND SPONSOR AND PROMOTION PARTIES RESERVE THE RIGHT TO PROSECUTE AND SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT OF THE LAW.

13. VERIFICATION: All submitted prize claims become the property of Sponsor and will not be returned. All potentially winning game pieces are subject to verification at the sole discretion of the Judges. Only specially-marked Pepsi/Hy-Vee “Triathlon Game” game pieces distributed by Hy-Vee during the duration of the game will be accepted and may not be combined with those from any other game. Anti-fraud detection devices may be used to verify winners. Game pieces will be void if they fail to pass anti-fraud detection measures, or if found to be photocopied, reproduced, altered, forged, defaced, tampered with, mutilated, torn, stolen, unissued, unauthorized, traded, bartered, sold, illegitimately obtained or illegible in any way, or if disassembled, or if they fail to contain authorized special markings and/or security codes, or if defective or if they contain printing or other mechanical errors or are printed or produced in error. No prizes will be awarded to the holder of a void game piece and Sponsor's sole liability in respect thereof will be to replace the void game piece with another randomly selected piece if Sponsor deems appropriate. In no event will Sponsor be obligated to award more prizes than the number of prizes stated in these Official Rules. If for any reason Sponsor determines in its sole discretion that the promotion is no longer capable of running as intended by these rules for any reason whatsoever Sponsor may at its sole discretion cancel, suspend or modify the promotion in whole or in part. For example, if due to printing, production, mechanical or other error more prizes for a particular prize category are either made available and/or claimed than the number of prizes set forth in these Official Rules, then Sponsor may suspend prize awards for such prize category and award any remaining unclaimed prizes (up to the total set forth in these rules) in a random drawing from among all eligible prize claimants for that prize category as determined by Sponsor.

14. PROMOTION END: The in-store portion of this Promotion is scheduled to end on the earlier of June 16, 2009 or when the supply of specially-marked Pepsi/Hy-Vee “TRIATHLON GAME” game pieces has been exhausted, whichever occurs first. The online portion of this Promotion is scheduled to end at 11:59 p.m. CT on June 16, 2009.

15. RELEASE OF LIABILITY: By participating, all participants, on behalf of themselves, their executors, heirs and assigns, agree to release Sponsor and Sponsor and Promotion Parties from any and all liability, claims or actions of any kind whatsoever for injuries, damages or losses of any kind to persons or property which may be sustained in connection with the conduct of the Promotion, or the receipt, ownership or use of a prize or while preparing for, participating in or traveling to and/or from any prize-related activity, or for any typographical errors in the announcement of prizes or these Official Rules, or any inaccurate or incorrect data contained on the Website or in an Account. Under no circumstances will Sponsor and Sponsor and Promotion Parties be liable for punitive, incidental, consequential, or any other damages. Sponsor and Promotion Parties make no representations or warranties of any kind concerning the appearance, safety or performance of any prize. The winner shall bear all risk of loss or damage to prize after it has been delivered. Upon request, winner must consent (and confirm such consent in writing) to the use of his/her name, voice, picture or other likeness without compensation for promotional purposes in all media as determined by Sponsor, except where prohibited by law.

16. WINNERS’ LIST: For a list of major prize winners, send a self-addressed, stamped envelope before July 7, 2009 to: Pepsi/Hy-Vee “TRIATHLON GAME” Winners, P.O. Box 750399, El Paso, TX 88575-0399.

17. SPONSOR: Pepsi-Cola Company, Purchase, NY 10577.

PEPSI and the Pepsi Globe are trademarks of PepsiCo, Inc. LAY’S and LAY’s Logo are registered trademarks used by Frito-Lay, Inc. © 2009 Frito-Lay North America, Inc. GATORADE and the lightning bolt design are registered trademarks of Stokely-Van Camp, Inc.