Pop-Tarts® Toaster Pastries

KELLOGG'S™ POP-TARTS™ POP ART T-SHIRT DESIGN CONTEST

1. PROMOTION DESCRIPTION: The Kellogg’s™ Pop-Tarts™ Pop Art T-shirt Design Contest (“Contest”) is an online-only Contest which begins on 7/13/09 at 12:00:00 PM (ET) and ends on 9/6/09 at 11:59:59 AM (ET) (“Promotion Period”).

2. HOW TO ENTER:

Go to www.poptarts.com/popart (“Website”) and follow the directions to complete the online registration form. You will then be given the opportunity to design your very own customized Kellogg’s® Pop-Tart® T-shirt online using art developed by pop artist – Burton Morris. Design elements will include (INSERT LIST) (the “Design Elements”). Limit five (5) entries per registered Website member for the Contest. Follow the instructions at the Website to complete your customized Kellogg’s® Pop-Tart® T-shirt. There will be one (1) Grand Prize winner (the “Grand Prize Winner”) selected at the end of the Promotion Period from among the “Weekly Winners” and eight (8) Weekly Winners (each, a “Weekly Winner”). For purposes of this Contest, a “Week” will be defined as a seven (7) consecutive calendar day period beginning on a Monday at 12:00:00 AM (ET) through Sunday at 11:59:59 PM (ET) – except for the first Week which will begin on Monday at 12:00:00 PM (ET); and the last Week which will end on Sunday at 11:59:59 AM (ET). Non-winning weekly entries will be automatically rolled over into any subsequent weekly period and votes for all non-winning entries will be reset to zero at the beginning of each Week. Entries that do not comply with the entry requirements will be considered void.

In the event of a dispute regarding the identity of the person submitting an online entry, an entry will be deemed to have been submitted by the Authorized Account Holder of the email address submitted at the time of entry, provided that person meets all eligibility requirements set forth in these Official Rules. “Authorized Account Holder” means the natural person who is assigned to an email address by an Internet access provider, online service provider, or other organization that is responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address. Entrants may not participate with multiple e-mail addresses, nor may entrants use any device to enter as multiple entrants. Any entrant who attempts to enter with multiple e-mail addresses or under multiple identities will be disqualified from participation in the Contest and all entries submitted by that entrant will be void.

By entering the Contest, each entrant acknowledges and agrees that: (a) Sponsor is granting entrants a limited, non-exclusive license to use the Design Elements in connection with, and solely as a part, of the Contest, (b) entrants shall have no right, title or interest in the Design Elements, and (c) any use of the Design Elements other than as permitted by these Official Rules may constitute copyright infringement.

All entries must be the original work of the entrant (other than the Design Elements), never been previously published, must not infringe on any third party rights, and may not include content which is, in the sole and unfettered discretion of Sponsor, offensive, violent, derogatory, sexually suggestive, obscene, defamatory, explicit language or imagery or is otherwise inappropriate for publication in general circulation, or depicts the Sponsor and/or any of Sponsor’s products in a manner which is inconsistent with its positive image and/or Sponsor’s approved trademark use. Any entry that does not meet these requirements may be disqualified at the sole discretion of the Sponsor.

3. REPRESENTATIONS AND WARRANTIES/INDEMNIFICATION: Each person who enters this Contest represents and warrants as follows: (i) the entry is the entrant’s own original, previously unpublished, and previously unproduced work; (ii) the entry, as of the date of submission, is not the subject of any actual or threatened litigation or claim; and (iii) if the entry consists in whole or in part of elements other than the Design Elements ("Additional Elements"), such Additional Elements and Sponsor’s use thereof do not and will not violate or infringe upon the intellectual property rights or other rights of any other person or entity; and (iv) the entry does not and will not violate any applicable laws, and is not and will not be defamatory or libelous. Each entrant hereby agrees to indemnify and hold the “Contest Entities” (as defined below) harmless from and against any and all third party claims, actions or proceedings of any kind and from any and all damages, liabilities, costs and expenses relating to or arising out of any breach or alleged breach of any of the warranties, representations or agreements of entrant hereunder.

4. GRANT OF RIGHTS: Each entrant into the Contest hereby irrevocably grants, transfers, sells, assigns and conveys to the Sponsor, its successors and assigns, all present and future right, title and interest of every kind and nature whatsoever, including, without limitation, all copyrights, and all rights incidental, subsidiary, ancillary or allied thereto (including, without limitation, all derivative rights) in and to the entry for exploitation throughout the universe, in perpetuity, by means of any and all media and devices whether now known or hereafter devised. Sponsor shall have the right, in its sole discretion, to edit, composite, morph, scan, duplicate, or alter the entry for any purpose which Sponsor deems necessary or desirable, and each entrant irrevocably waives any and all so-called moral rights they may have therein. Each entrant hereby acknowledges that such entrant does not reserve any rights in or to the entry. Additionally, Sponsor reserves the right to feature any or all entries into the Contest on the Website and offer such entries for sale to members of the public with no further compensation to submitting entrants.

By entering the Contest, the entrant gives Kellogg North America Company (“Sponsor”) the right to use, edit, or publish the entry without further compensation and winner assigns all rights, title and interest in the submission to the Sponsor, and, if required, will sign any documents necessary to transfer copyright and rights of publicity. Submission of an entry further constitutes the entrant’s consent to irrevocably assign and transfer to Sponsor any all rights, title and interest in the entry, including, without limitation, all copyrights and rights of publicity. Winner may have to certify in writing that his/her entry was original and produced by the entrant using the artwork provided at the Website and no other person or entity holds rights to entry. All entry materials become the property of Sponsor and will not be returned. Sponsor is not responsible for any change of email address, mailing address and/or phone number of entrants.

5. PUBLICITY RELEASE: By participating in the Contest, in addition to any other grants which may be granted in any other agreement entered into between Sponsor and any entrant in or winner of the Contest, each entrant irrevocably grants the Contest Entities and their respective successors, assigns and licensees, the right to use such entrant’s name, likeness, biographical information and entry, in any and all media for any purpose, including without limitation, advertising and promotional purposes as well as in, on or in connection with the Website and the sale of any products incorporating the entries or the Contest or other promotions, and hereby release the Contest Entities from any liability with respect thereto.

6. ELIGIBILITY: Open to legal residents of the fifty (50) United States and District of Columbia who are 18 years of age or older at the time of entry. Employees of Kellogg North America Company, its subsidiaries, affiliates, advertising, promotion and other agencies (the “Contest Entities”) and their immediate family members and/or those living in the same household of each are not eligible to participate. Void where prohibited.

7. JUDGING PROCESS:

WEEKLY JUDGING (PUBLIC VOTING): All entries submitted during the Promotion Period will be posted online at the Website for public viewing and public voting during the respective Week of their submission. The general public will have the opportunity to vote online for their favorite entry. Limit one (1) vote per person, per day. The Weekly entry that receives the highest number of public votes will be declared the Weekly winner and will advance to the Grand Prize Judging Phase. In the event of a tie, the Weekly winner will be selected by an independent judging panel comprised of individual designees of Sponsor based on the following judging criteria: Originality of entry – 60%; Relevance of entry to the Kellogg’s® Pop-Tarts® brand – 20%; and Mass appeal of entry - 20%. Weekly winners will be notified by phone, email and/or mail at Sponsor’s discretion. Decisions of judges are final and binding in all respects.

GRAND PRIZE JUDGING (JUDGING PANEL VOTING): Weekly winning entries will be judged from 9/7/09 – 9/14/09 by pop artist – Burton Morris; and designees of the Sponsor, the official judges in this Contest whose decisions are final and binding. The judging team will judge all the Weekly winning entries based on the following judging criteria: Originality of entry – 60%; Relevance of entry to the Kellogg’s® Pop-Tarts® brand – 20%; and Mass appeal of entry - 20%. One (1) Grand Prize winner will be selected. In the event of a tie, the entry with the highest score in the “originality of entry” category will be declared the winner. Grand Prize winner will be notified by mail, phone and/or email at Sponsor’s discretion. Decisions of judges are final and binding in all respects.

8. PRIZES AND APPROXIMATE RETAIL VALUES (ARV): One (1) Grand Prize – A 3-day/2-night trip for winner and one (1) guest to Los Angeles, CA to spend a Day with Burton Morris (ARV $X,XXX). Dates of trip are to be specified by Sponsor at a future date. Trip includes: round-trip coach air transportation for two (2) between the major commercial airport closest to the winner’s residence and Los Angeles, CA; two-nights lodging (based on double occupancy) at a Sponsor-selected hotel; 3-days use of a mid-size class rental car (to be awarded in the form of a check for $XXX to winner)/use of rental car subject to the terms and conditions of the rental agency; and a visit for winner and his/her guest to spend a day with Burton Morris at his art studio and the opportunity for the winner to paint an original work of art with Burton Morris. Winner will get to keep the original work of art upon its completion. No transfer or substitution of trip elements will be permitted except in Sponsor’s sole discretion. Winner and guest must depart/return from the same major airport and travel on same itinerary. In the event that Burton Morris is not available to participate in the art studio event for any reason outside the control of the Sponsor, Sponsor will have no further obligation other than to award the remainder of the prize. Accommodations, air transportation, and Burton Morris are SUBJECT TO AVAILABILITY. Blackout dates may apply. No transfer or substitution of trip elements will be permitted. Trip must be taken on dates specified by the Sponsor or prize will be forfeited in its entirety. Trip does not include meals, ground transportation (other than that noted herein), tips, gratuities, service charges, laundry service, beverages, merchandise, souvenirs, local and long distance telephone calls, airport charges, or any other expense, service or item not specifically described as being included in the prize. Trip prize will be scheduled by Sponsor at its sole discretion. Actual retail value of prize may vary depending on winner’s residence and may fluctuate due to market conditions, changes in value of components, (e.g. air transportation and hotel rates) and other reasons. If, in Sponsor’s sole discretion, air travel is not required due to winner’s proximity to Los Angeles, CA, Sponsor will substitute air transportation with ground transportation between winner’s residence and hotel, and the difference in value will not be awarded. Eight (8) Weekly Prizes – A Limited Edition Burton Morris Art Print; and Paint Supplies (ARV $500 ea.). Total ARV of all prizes $X,XXX. Unclaimed prizes will not be awarded. All applicable federal, state, and local taxes on prizes are the sole responsibility of the prize winners. Limit one (1) prize per person (except for Grand Prize winner – who will receive the Grand Prize and a Weekly Prize). Grand Prize winner will receive a 1099 tax form for the approximate retail value of the prize.

9. GENERAL: Potential Grand Prize winner will be required to sign and return a notarized Affidavit of Eligibility/Liability Release and, where permitted by law, Publicity Release within fourteen (14) days after first notification attempt. Guest of Grand Prize winner (if a minor, his/her parent or legal guardian) must sign and return a Liability/Publicity Release prior to awarding of prize. If prize notification or prize is returned as non-deliverable, prize may be forfeited and an alternate winner may be selected according to the Contest prize award criteria set forth above. In the event a winner should refuse/decline his/her prize, Contest Entities are released from any obligation related to the prize. No correspondence will be acknowledged. Subject to all federal, state and local laws/regulations. Contest Entities nor their employees will have any liability whatsoever for any injuries, losses or damages of any kind caused by any prize or resulting from acceptance, possession or use of any prize. Acceptance of a prize shall be construed as and signify the winner’s agreement and consent that Sponsor may use the winner’s name, address (i.e. city and state), likeness, entry and/or prize information, without limitation, for promotional purposes without further consideration or payment, where allowed by law. By accepting prize, winners agree to hold harmless Sponsor, its related, affiliated, and subsidiary companies and their respective directors, officers, employees and assigns against any and all claims and liability arising out of use or participation in the Contest, or any prize related activities or in the acceptance, possession, use and/or misuse of any prize. By participating in this Contest, entrants agree to be bound by the Official Rules and the decisions of the judges. Sponsor is not responsible for any typographical or other error in the printing of the offer or in administration of the Contest.

Entries are deemed to be received at the time of receipt by the Sponsor, not at the time of transmission by the entrant. Sponsor is not responsible for lost, late, incomplete, misdirected or illegible entries nor 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 or presenter on account of technical problems or traffic congestion on the Internet or at any website or any combination thereof. If for any reason this Contest is not capable of running as planned, including but not limited to infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes beyond the reasonable control of Sponsor which corrupt or affect the administration, security, fairness, integrity, or proper conduct of this Contest, Sponsor reserves the right at its sole discretion, to disqualify any individual who tampers with the entry process, and to cancel, terminate, modify or suspend the Contest. In the event of cancellation of the Contest; Weekly winners will be selected from among all eligible entries for the respective Week(s) received up to the point of the cancellation; the Grand Prize winner will be selected from the available Weekly winners. If no Weekly winners are available due to early termination of the Contest, the Grand Prize will not be awarded. Caution: Any attempt by an individual to deliberately damage any website or undermine the legitimate operation of the Contest 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 individual to the fullest extent of the law.

Sponsor shall have no obligation (express or implied) to use any entry, or to otherwise exploit any entry, or if commenced, to continue the distribution or exploitation thereof, and Sponsor may at any time abandon the use of any entry for any reason, with or without legal justification or excuse, and contestants shall not be entitled to any damages or other relief by reason thereof.

10. CONFIDENTIALITY: For information about how Kellogg Company uses your personal information, please see Kellogg Company privacy policy, located at http://www.kelloggcompany.com/privacy.aspx.

11. WINNER’S LIST: For names of winners, send a self-addressed, stamped envelope by 12/31/09 to: Kellogg’s™ Pop-Tarts™ Pop Art T-shirt Design Contest, Attn Winner’s List, P.O. Box XXXX, Kalamazoo, MI 49003-XXXX. Winner’s list to be available after 10/31/09.

12. SPONSOR: Kellogg North America Company, One Kellogg Square, Battle Creek, MI 49016.