MAX FACTOR COLORGENIUS SWEEPSTAKES

OFFICIAL RULES
NO PURCHASE NECESSARY
OPEN ONLY TO LEGAL RESIDENTS OF THE 50 UNITED STATES & D.C., AGE 18 OR OLDER.
VOID WHERE PROHIBITED. U.S. LAW GOVERNS THIS SWEEPSTAKES.

HOW TO ENTER: The Max Factor ColorGenius Sweepstakes (the "Sweepstakes") begins at 12:00 PM Eastern Time (ET) on April 1, 2008 and ends at 12:00 PM ET on June 15, 2008. To enter, access www.maxfactor.com or any participating partner website designated by Sponsor, register, and follow the on-screen entry instructions to receive one (1) entry into the Sweepstakes. Limit one entry per person and per e-mail address at www.maxfactor.com or any participating partner website. Normal time rates, if any, charged by Internet service provider will apply. All entries must be submitted by 12:00 PM ET on June 15, 2008. No purchase necessary.

ELIGIBILITY: The Sweepstakes is open only to female legal residents of the fifty United States and the District of Columbia, 18 years of age or older as of the date of entry. Employees of The Procter & Gamble Distributing LLC ("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).

RANDOM DRAWING: One (1) potential Grand Prize winner will be selected in a random drawing conducted by Sponsor, whose decisions are final with respect to all matters relating to this Sweepstakes, on or about June 15, 2008 from among all eligible entries received. Odds of winning depend on the number of eligible entries received. Potential winner may be notified by mail, telephone and/or e-mail, at Sponsor's discretion. If potential winner cannot be reached within forty-eight (48) hours of initial notification attempt, she may be disqualified and the prize awarded to an alternate winner. Winner is subject to verification. Potential winner may be required to complete and return to Sponsor an Affidavit of Eligibility/Release of Liability, and, if legally permissible, a Publicity Release within 10 days of attempted delivery of same. If the potential winner is a minor under the laws of her state of residency, prize may be awarded in the name of the winner's parent or legal guardian, who will be required to complete the Affidavit of Eligibility/Release of Liability and Publicity Release. If potential winner fails to respond to any notification attempt within the time period specified by Sponsor, or if any attempted notification or prize delivery is returned as undeliverable, or if the potential winner fails to complete and return any required affidavit or release within the specified time period, the potential winner may be disqualified and an alternate winner selected. Winner's guests who will accompany winner on the "night on the town" (described in Section 4) must also execute and return an Affidavit and Release within time period specified by Sponsor.

PRIZE: One (1) Grand Prize will be awarded. The Grand Prize consists of a makeover for the winner during which a makeover artist selected by Sponsor will apply Max Factor ColorGenius products, and a "night on the town" during which the winner and three (3) guests will be provided with limousine transportation and a pre-valued gift card that may be used for meals and other activities. All prize details, including specific date and location of makeover and "night on the town," will be determined by Sponsor in its sole discretion. Value of gift card will be determined by Sponsor in its discretion and will depend on geographic location where "night on the town" will take place, among other things. Restrictions may apply to use of gift cards and limousine transportation. The approximate retail value of the Grand Prize is $5000. Exact value will depend on location of prize fulfillment and market conditions at time of prize fulfillment. 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 winner's name if required by law. The prize will be awarded if properly claimed. No substitution, cash redemption 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. Prize consists only of items expressly specified in these Official Rules. All expenses or costs associated with the acceptance or use of the prize or any component thereof that are not expressly listed in these Official Rules are the responsibility of the winner.

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 Sponsor, 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 prize.

For the name of the winner, available after June 15, 2008, send a self-addressed, stamped envelope to: Max Factor ColorGenius Sweepstakes, c/o United Entertainment Group, The Metropolitan Tower, 142 West 57th Street, 5th Floor, New York, NY 10019.

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