CoverGirl Perform with Rihanna Sweepstakes

OFFICIAL RULES
NO PURCHASE NECESSARY
OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES & D.C., AGE 13 OR OLDER.
VOID WHERE PROHIBITED. U.S. LAW GOVERNS THIS SWEEPSTAKES.

1. HOW TO ENTER: The sweepstakes begins at 9:00 AM Eastern Time (ET) on June 28, 2007 and ends at 11:59 PM ET on April 1, 2008 (the "Entry Period"). To enter, access covergirl.com/cheer and follow the on-screen entry instructions to receive one (1) entry into the sweepstakes. Entries must be submitted by 11:59 PM ET on April 1, 2008. Normal time rates, if any, charged by Internet service provider will apply. There is a limit of one sweepstakes entry per person and per e-mail address. No purchase necessary.

2. ELIGIBILITY: This sweepstakes is open only to legal residents of the fifty United States and the District of Columbia, 13 years of age or older as of the date of entry. Employees of The Procter & Gamble Distributing Company ("Sponsor"), its subsidiaries, affiliates, distributors, and advertising, promotion and Internet agencies, and their immediate family and household members, are not eligible. Void where prohibited by law. In the event of a dispute regarding any entry, the entry will be deemed made by the authorized account holder of the e-mail address submitted at the time of entry (i.e., the natural person who is assigned to an e-mail address by an Internet access provider, on-line service provider or other organization responsible for assigning e-mail addresses for the domain associated with the submitted e-mail address).

3. RANDOM DRAWING: Potential winners will be selected in three separate drawings conducted by Sponsor, whose decisions are final with respect to all matters relating to this sweepstakes. Five (5) potential First Prize winners will be selected in a random drawing on or about August 1, 2007 from among all eligible entries received prior to the drawing. Twenty-five (25) potential Second Prize winners will be selected in a random drawing on or about November 15, 2007 from among all eligible entries received prior to the drawing. One (1) potential Grand Prize winner will be selected in a random drawing on or about April 15, 2008 from all eligible entries received as of the close of the Entry Period. Limit one prize per person. Winners selected in first or second drawing will not be included in any subsequent drawing. Odds of winning depend on the number of eligible entries received prior to each drawing. Potential Grand Prize winners will be notified by e-mail, mail and/or telephone, at Sponsor's discretion. If any potential winner cannot be reached by e-mail or telephone within three (3) days of initial attempt and/or fails to respond to any notification attempt within three (3) days, or if any attempted notification or prize delivery is returned as undeliverable, the prize will be forfeited and awarded to an alternate winner. Potential Grand Prize winners will be required to complete and return to Sponsor an Affidavit of Eligibility/Release of Liability, and, if legally permissible, a Publicity Release within five (5) days of attempted delivery of same. If the potential winner is a minor under the laws of his or her state of residency, prize will be awarded in the name of the winner's parent or legal guardian, who will be required to complete the Affidavit/Release. Each Grand Prize winner's guest will also be required to execute and return an affidavit/release within five (5) days of attempted delivery of same to potential Grand Prize winner. Failure to complete and return any required a ffidavit or release within the specified time period will result in disqualification and an alternate winner will be selected.

4. PRIZES: Grand Prize: The Grand Prize is a trip for the winner and one (1) guest (if the winner is under age 18, the guest must be the winner's parent or legal guardian) to attend a concert by Rihanna. The Grand Prize consists of two (2) tickets to a Rihanna concert selected by Sponsor and an opportunity to meet with Rihanna. Subject to concert production logistics and venue requirements, the winner and guest may also have the opportunity to join Rihanna on stage. In the event winner's residence is more than 100 miles from the concert location, winner and guest will also be provided with round trip coach class air or train transportation, standard double occupancy hotel accommodations for the winner and guest (room rate and taxes only) for two (2) nights at a hotel selected by Sponsor, and ground transportation between the destination airport or train station and hotel. Trip itinerary and details will be determined solely by Sponsor. Prize winner and guest must travel together on same itinerary. If winner is not available to travel on dates specified by Sponsor, the prize will be forfeited and awarded to an alternate winner. Approximate retail value ("ARV") of the Grand Prize is $3000. Exact value will depend on market conditions at time of prize fulfillment and where the winner resides. First Prizes: Each of the five (5) First Prizes consists of two (2) tickets to a Rihanna concert selected by Sponsor. ARV of each First Prize is $250. Second Prizes: Each of the twenty-five (25) Second Prizes consists of a Rihanna compact disc and an assortment of CoverGirl products selected by Sponsor. ARV of each Second Prize is $30. Total ARV of all prizes is $5000. All expenses and costs associated with the acceptance or use of any prize that are not expressly listed in these Official Rules, including without limitation additional ground transportation, meals and gratuities, are the responsibility of the winner. The prize will be awarded if properly claimed. No substitution, cash redemp tion or transfer of right to receive prize permitted, except in the discretion of Sponsor, which reserves the right to substitute a prize of equal or greater value. All federal, state, local taxes on prize value, if applicable, are the sole responsibility of winner. An IRS form 1099 will be issued in the name of the Grand Prize winner.

5. GENERAL RULES: Sponsor is not responsible for incomplete, lost, late, damaged, illegible, delayed, corrupted or misdirected e-mail, or for any technical problems, malfunctions of any telephone lines, computer systems, servers, providers, hardware or software, lost or unavailable network connections, failed, incomplete, garbled or delayed computer transmission or any combination thereof, or human or technical errors of any kind. Sponsor assumes no responsibility for undeliverable e-mails resulting from any form of active or passive e-mail filtering by a user's Internet service provider and/or e-mail client or for insufficient space in user's e-mail account to receive e-mail. Sponsor is not responsible for any liability for damage to any computer system resulting from participation in or accessing or downloading information in connection with this promotion. CAUTION: ANY ATTEMPT BY AN ENTRANT TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAW. SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. Sponsor reserves the right at its sole discretion to disqualify any individual who tampers with the entry process. Sponsor reserves the right, in its sole discretion, to cancel, modify or suspend this sweepstakes should a virus, bugs, entrant fraud or misconduct, or other causes beyond the control of the Sponsor corrupt the administration, integrity, security or proper operation of the sweepstakes. In the event of termination of the sweepstakes, a notice will be posted on-line and a random drawing to award the prize will be conducted from among all eligible entries received prior to the time of termination. Entry times will be determined using Sponsor's computer, which will be the official clock for the sweepstakes. All federal, state and local laws and regulations apply. By accepting prize, winner agrees to release and hold Sp onsor, its affiliates, subsidiaries, distributors and agents, and each of their directors, officers, employees and assigns, harmless from and against any and all claims and liability arising out of participation in the sweepstakes or use of prize. Winner assumes all liability for any injury or damage caused, or claimed to be caused, by participation in this sweepstakes or use or redemption of any prize. Acceptance of prize constitutes permission for the Sponsor and its parent companies, affiliates, subsidiaries, agents and licensees to use winner's name and/or likeness for purposes of advertising and trade without further compensation, unless prohibited by law. All entries become the sole property of Sponsor and will not be returned. By participating in this promotion, entrants agree to be bound by the Official Rules and the decisions of Sponsor and the judges, which are final and binding in all respects. Sponsor is not responsible for any typographical or other error in the printing of the offer, administration of the sweepstakes or in the announcement of the prizes.

6. For the name of the winner, available after June 1, 2008, send a self-addressed, stamped envelope to: CoverGirl Perform with Rihanna Sweepstakes, c/o Alliance, The Townhouse, 211 East 48th Street, New York, NY 10017.

7. Sponsor: The Procter & Gamble Distributing Company, 1 P&G Plaza, Cincinnati, OH 45202.