STOUFFER'S® DINNER CLUB RULES

PLEASE READ CAREFULLY. By using this Web site, you agree to the following rules governing the STOUFFER'S® Dinner Club Program.

A. Overview of STOUFFER’S® Dinner Club Program

STOUFFER'S® Dinner Club Program (the "Program") is a loyalty program sponsored by Nestlé USA through which individuals ("Participants" or, individually, the "Participant") can collect points ("Points") from advertisements and by purchasing specially marked STOUFFER'S® products that will contain a code inside the packaging, available while supplies last, or through other methods as may be added from time to time. Participants can then visit http://dinnerclub.stouffers.com (the "Web site") to have their accounts credited with the Points they have collected. Participants may use their Points to purchase items through the rewards catalog ("Rewards Catalog").

B. Participation in the Program

1. The Program is void where prohibited by law. Open to legal residents of the fifty (50) United States and District of Columbia who are at least eighteen (18) years of age or older. The Program is sponsored by Nestlé USA, Solon, OH 44139 ("Sponsor" or "Nestlé") and administered by ePrize, LLC, One ePrize Drive, Pleasant Ridge, Michigan 48069 ("ePrize" or "Adminstrator").

2. The following individuals are NOT eligible to participate in the Program: (a) employees of ePrize; (b) employees of Nestlé USA or Nestlé Prepared Foods Company; (c) employees of Sponsor's affiliates, subsidiaries, advertising and promotion agencies; (d) employees of any other person or entity involved in the development, administration or execution of the Program; and (e) the immediate family members (parent, child, sibling and/or spouse of each) and/or those living in the same household as persons set forth in items (a) through (d) above.

3. Participation in the Program constitutes each Participant's full and unconditional agreement to these Rules, and representation that Participant meets the eligibility requirements set out in these Rules. Those who do not comply with these Rules may be prohibited from participating in the Program.

4. In order to participate, individuals must register at the Web site and expressly accept these Rules. They will receive a confirmation e-mail. ePrize is not responsible for changes in Participants' e-mail addresses. To learn how ePrize and Sponsor will use the personal information collected in connection with the Program, read ePrize's Privacy Policy: (http://www.eprize.com/privacy-policy) and the Sponsor's Privacy Policy: (http://privacy.nestleusa.com). Please note that ePrize is a "vendor" of Sponsor for purposes of Sponsor's Privacy Policy, and the Program is a "Client Promotion" for purposes of ePrize's Privacy Policy.

C. Modification and Termination of the Program

1. By participating in the Program, you hereby agree that Sponsor may modify any of the Rules governing the Program at any time (including, without limitation, these Rules), with or without notice, even though these changes may affect a Participant's ability to use accumulated Points.

2. The Program began on or about June 6, 2007 12:00 a.m. Eastern Time ("ET") and is currently scheduled to end on or about July 31, 2014 11:59 p.m. ET ("Program Period"). Sponsor, however, may terminate the Program at any time, with or without notice, even though termination may affect a Participant's ability to use accumulated Points. Sponsor reserves the right to extend the Program Period in its sole discretion.

3. A Participant's continued participation in the Program constitutes his or her acceptance of any changes to these Rules.

D. Collecting Points

1. Registration. To enroll, a participant must click on the "Create one now" button and follow the on-screen instructions to create a STOUFFER'S® Dinner Club account ("Account") or log in using an existing Stouffers.com account. An individual must have a unique valid e-mail address to create an Account. Limit one (1) Account per person and per e-mail address, regardless of whether more than one person uses the same e-mail address. The person who is the authorized e-mail account holder of the e-mail address indicated when registering (and who otherwise meets the eligibility criteria) will be deemed the Participant.

Once participants register their existing Stouffers.com account or register for a new account, they will be enrolled in the Program. The number of points collected by such Participant will be recorded and tracked in the Participant's Account. Participants will receive two (2) codes upon registration which can be found in the Dinner Club Hub. Once a Participant deposits a code into his/her account, he/she will receive twenty (20) Points.

2. Unique Codes. Collect unique codes ("Codes") from advertisements and specially marked STOUFFER'S® products during the Program Period, or other methods, available while supplies last. Visit the Web site and follow the links and instructions to enter your Code. For each entered Code, you will automatically receive a certain number of Points corresponding to the Code you enter. Limit: Each participant may enter up to ten (10) Codes per day during the Program Period. For purposes of this Program a "day" shall be 12:00 a.m. Eastern Time ("ET") through 11:59 p.m. ET. Each specially marked STOUFFER'S® product purchased contains a Code worth twenty (20) Points, and Participants will be credited twenty (20) Points for each specially marked STOUFFER'S® product purchased and for which a Code is recorded on the Web site during the Program Period. Sponsor reserves the right to change the number of Points awarded for purchases at any time during the Program, and the right to change, add or remove the methods by which Participants can collect points.

3. Participant Accounts. Sponsor will attempt to credit Participant Accounts with Points on a timely basis. However, each Participant will have the responsibility of ensuring that his/her Points are properly credited. Any claim for Points not credited accurately must be received by Sponsor within six (6) days of the date of claimed accrual of such Points. Sponsor shall have no liability for any printing, production, typographical, mechanical or other errors in the Points summaries or Accounts. Sponsor reserves the right to invalidate Points from an Account if it determines that such points were improperly credited to such Account or obtained fraudulently. Sponsor reserves the right to require proof of accrual of Points and Sponsor reserves the right to delay the processing or redemption of any Points without notice to Participants, in order to assure compliance with these Rules. Participants are responsible for maintaining the confidentiality of their Accounts and passwords and for restricting access to their computers and activity on their account, and Participants agree to accept responsibility for all activities that occur under their Accounts or passwords. Without limiting any other remedies, Sponsor may suspend or terminate a Participant's Account if Sponsor suspects that a Participant has engaged in fraudulent activity in connection with the Program. Participation in the Program is subject to these Rules, as well as policies and procedures that Sponsor may adopt or modify from time to time. Any failure to abide by these Rules or any policies or procedures implemented by Sponsor, any conduct detrimental to Sponsor, or any misrepresentation or fraudulent activities in connection with the Program may result, in addition to any rights or remedies available to Sponsor in law or equity, in the termination of participation in the Program, as well as forfeiture of Points accrued to date and any other benefits earned in connection therewith, in Sponsor's sole discretion.

4. Illegible Codes. If you cannot read a Code or a Code is destroyed when opening a package, please send an e-mail to Customer Service using the Contact Us link at http://dinnerclub.stouffers.com. Customer Service will provide you with instructions on how to proceed. After contacting Customer Service for more than ten (10) Codes per month, Sponsor may require proof including, but not limited to, the product packaging of all damaged Codes.

5. No Cash Value or Transferability. Points do not constitute property, do not entitle a member a vested right or interest and have no cash value. As such, Points are not redeemable for cash, transferable or assignable for any reason, and are not transferable upon death, as part of a domestic relations matter or otherwise by operation of law. The sale of Points is strictly prohibited. Any Points remaining in a Participant's Account at the end of the Program Period will be forfeited without compensation. There shall be no carry over or transfer of Points to other Sponsor programs, or extensions of the Program beyond the Program Period, unless otherwise determined by Sponsor in its sole and absolute discretion.

6. Code Verification. Participants must save the STOUFFER'S® product packaging with a Code for at least 30 days after the Bidding Period (see Section F.2, below) closes for any item which Participant wins during the Program, as it may be necessary to submit it later for verification. Sponsor reserves the right to require proof including, but not limited to, the product packaging. Sponsor's decisions regarding the awarding of Points are final and binding. Validated codes that are subsequently determined to be invalid for any reason are subject to disqualification and the corresponding Points will be removed from the Participant's Account to which the invalid points were credited.

7. Account Inactivity and Code Expiration If a Participant has failed to login to the Dinner Club Program after a period of four (4) months, Participant will receive an e-mail asking him or her if they are still interested in participating in the Program. One (1) month after the 4-month reminder e-mail was sent, Participant will receive a second e-mail, informing him or her that if he or she fails to login within the next one (1) month, his/her points will be forfeited. Should there still be no activity in the account following the second 1-month period described in the second email (in other words, after the 6-month mark), all of the Participant's accumulated Points will be forfeited without compensation.

E. Dinner Club Hub

1. New offers may be posted within the first week of each calendar month and will expire once the next month's offer is posted.

2. Exact coupons available are determined by Sponsor in its sole discretion; offers may vary. Terms and conditions of offers apply.

F. Aquiring Items from the Rewards Catalog

1. A Participant may visit the Web site to acquire items from the Rewards Catalog.

2. A Participant may begin using points to "purchase" items from the Rewards Catalog beginning April 1, 2009.

3. To get items from the Rewards Catalog, click on the "Catalog" tab and follow the links and instructions to browse through the Rewards Catalog. Once Participant has located an item he/she would like to purchase, he/she can click on "Purchase Reward/Item." Participant will receive confirmation that the item has been purchased and the associated Points will be deducted from his/her account.

4. Sponsor reserves the right to modify the list of items available, as well as their corresponding Point values, at any time for any reason.

5. The total number of Points a Participant can use to purchase an item is the number of Points he/she has available in his/her account.

6. All purchases for items from the Rewards Catalog are final and the Points will be deducted immediately from Participant's Account.

7. Sponsor reserves the right to substitute an item advertised with an item of equal or greater value if due to unavailability or for any other reason.

8. Sponsor reserves the right to set a maximum redemption limit per Participant on any reward item in the Dinner Club catalog. Any such maximum limit will be stated on the Reward's page, as part of the description. Participants who attempt to circumvent the maximum redemption limit are subject to penalty(ies) set by Sponsor, at its sole discretion, up to and including dismissal from STOUFFER'S Dinner Club and relinquishment of all Points.

9. Delivery time of any item will be 10-12 weeks, unless delivered via e-mail or otherwise specified in the item description included in the Rewards Catalog.

10. Some rewards, including but not limited to gift cards, subscriptions, or tickets to movies or events, may have additional terms and conditions. Participants are required to make themselves aware of any such additional terms and conditions of use when they receive their awards. Sponsor is not responsible for rewards that may lose value, expire or become unusable for any reason following their issuance to Participant.

11. Once reewards are mailed to the Participant, they become the responsibility of the Participant and will not be replaced if lost, stolen or misplaced, except at Sponsor's sole discretion.

G. Fulfillment of Items Purchased Through Catalog/Auctions

1. Participants will receive e-mails notifying them when they have purchased an item through the Rewards Catalog or the Auctions (once the winning bid has been determined).

2. Please allow approximately ten (10) to twelve (12) weeks after an item has been purchased through the Rewards Catalog, or following the the announcement of the highest bidder, for shipment of the purchased item, unless otherwise noted on the Web site.

3. Except as otherwise provided herein, no refunds will be provided on any purchased item. If for any reason a purchased item is received damaged, becomes unavailable or cannot be fulfilled, Sponsor, in its sole discretion, reserves the right to replace the purchased item with a similar item of equal or greater value.

4. Auction winners may be required to sign a Winner's Agreement and Release and return it by date specified in notification or item will be forfeited in its entirety and another winner may be selected. Return of any reward or notification as undeliverable will result in disqualification and an alternate Auctions winner may be selected. By submitting a bid, a winner agrees to allow use of his or her name, likeness and/or biographical information for promotional purposes (including posting on this Web site), except where prohibited.

5. Rewards, whether acquired through the Rewards Catalog or through Auction, will be delivered to the e-mail address or residence address, as appropriate, contained in the Participant's Profile. It is the responsibility of the Participant to be sure all such information is current. Sponsor is not responsible for Rewards sent to non-current addresses.

6. Dinner Club Coupon Club Rewards: Should a STOUFFER’S® Dinner Club member chose to redeem points for the Coupon Club reward, the member shall receive twelve (12) coupons and one (1) coupon organizer over the course of a 1-year period, the start of which is the date of the initial points redemption for the reward. Coupons take 10-12 weeks for delivery. One (1) set of three (3) coupons will be sent to each Coupon Club member each quarter, with the first shipment also including a STOUFFER’S Dinner Club coupon organizer. Coupons will be for STOUFFER’S product, or approved partner products, at STOUFFER’S sole discretion; members may not request particular coupons. Coupons will be sent through regular postal mail. Sponsor is not responsible for lost, late, stolen, or misdirected mail, and will not replace except at its sole discretion. Coupons may not be traded, transferred or sold, and additional terms apply. Members of the Coupon Club should review coupons’ expiration dates and terms of use. Availability of the Coupon Club reward is limited and will be while supplies last. Sponsor reserves the right to discontinue the reward at any time without notice. If the Coupon Club is discontinued, all then-current Coupon Club members will continue to receive coupons on the regular Coupon Club schedule described above until the close of their one-year membership. One Coupon Club membership per Dinner Club member.

H. General Terms and Conditions

1. Sponsor reserves the right to suspend or discontinue the eligibility of any person who uses, or, in the case of suspension, is suspected of using, the Program in a manner inconsistent with these Rules or any federal or state laws, statutes or ordinances. In addition to suspension or discontinuance of the Program eligibility, Sponsor shall have the right to take appropriate administrative and/or legal action, including criminal prosecution, as it deems necessary in its sole discretion.

2. Any attempt by any person to undermine the legitimate operation of the Program may be a violation of criminal and civil law, 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. Sponsor's failure to enforce any of these Rules shall not constitute a waiver of that, or any other, provision.

3. The Program is provided to individuals only. Corporations, associations, including school organizations, or other groups may not participate in the Program.

4. All questions or disputes regarding eligibility for the Program, the availability of items, or a Participant's compliance with these Rules will be resolved by Sponsor in its sole discretion.

5. Neither Sponsor nor ePrize is responsible for any incorrect or inaccurate information supplied by Participants while participating in the Program.

6. Participants are responsible for the payment of all taxes which may result from participation in the Program.

7. Participants are responsible for maintaining updated contact information in the My Profile area of the Web site. Information contained in My Profile will be used to contact Participants making purchases (see Sections G.2. and H.5.)

8. The Program is subject to all applicable laws and regulations.

I. Limitation of Liability

1. ePrize, Sponsor, and their respective parent companies, affiliates, subsidiaries, and promotional and advertising agencies are not responsible for any printing or computer error, omission, interruption, irregularity, deletion, defect, delay in operations or transmission, theft or destruction or unauthorized access to or alteration of Program materials or for technical, network, telephone equipment, electronic, computer, hardware or software malfunctions of any kind, or inaccurate transmission of Program information due to technical problems or traffic congestion on the internet, at any web site or any combination thereof. In the event that online access is temporarily corrupted and suspended, notice of such will be provided at the Web Site and Participants will be advised to hold Codes until such time that the Program, as originally intended, may be resumed.

2. By participating in the Program, each Participant accepts all responsibility for, and hereby releases and agrees to indemnify and hold harmless ePrize, Sponsor and their respective parent companies, subsidiaries, affiliates, agents, promotion and advertising agencies, franchisees, and each of their respective officers, directors, employees, shareholders, and successors, assigns, and service providers from and against any claims, liabilities, damages, or expenses that may arise from actions taken by such Participant and/or Participant's participation in the Program, or for any harm or injury caused by any third party.

3. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ePRIZE, SPONSOR AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, FRANCHISEES, SUCCESSORS, ASSIGNS, AND SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF PARTICIPATION IN THE PROGRAM OR ANY PURCHASED ITEM , EVEN IF ANY OR ALL OF THE FOREGOING OR ANY OF THEIR AUTHORIZED REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE SUCH EXCLUSIONS MAY NOT APPLY TO YOU. IF ePRIZE IMPROPERLY DENIES A PARTICIPANT ANY PURCHASED ITEM, LIABILITY WILL BE LIMITED TO THE EQUIVALENT FAIR MARKET VALUE OF ITEM. BY PARTICIPATING IN THE PROGRAM, A PARTICIPANT WAIVES ANY AND ALL RIGHTS TO BRING ANY CLAIM OR ACTION RELATED TO SUCH MATTERS IN ANY FORUM BEYOND ONE (1) YEAR AFTER THE FIRST OCCURRENCE OF THE KIND OF ACT, EVENT, CONDITION OR OMISSION UPON WHICH THE CLAIM OR ACTION IS BASED.

4. ePrize, Sponsor and their respective officers, directors, employees, shareholders, agents, franchisees, successors assigns, and service providers, are not responsible for any products or services offered on the Web Site. TO THE FULLEST EXTENT ALLOWABLE BY LAW, EPRIZE AND SPONSOR SPECIFICALLY DISCLAIM ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS AND/OR SERVICES SOLD THROUGH THE PROGRAM. To the fullest extent allowable by law, ePrize and Sponsor specifically disclaim any representations or warranties, expressed or implied, regarding the products and/or services sold in the Program, including any implied warranty of merchantability or fitness for a particular purpose and implied warranties arising from course of dealing or course of performance. Some states do not allow limitations on how long an implied warranty lasts, so the above limitation may not apply to you.

5. As a condition of participating in the Program, Participant agrees that, except where prohibited, any and all disputes, claims and causes of action arising out of, or connected with, the Program or any item purchased therein shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate court located in Michigan. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, Participant's rights and obligations, or the rights and obligations of ePrize or Sponsor in connection with the Program, shall be governed by, and construed in accordance with, the laws of the State of Michigan, without giving effect to any choice of law or conflict of law rules (whether of the State of Michigan or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than State of Michigan

6. If any provision of these Rules is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed from the remainder of these Rules, which will otherwise remain in full force and effect.

Sponsored by: Nestlé USA, Solon, OH 44139