NO PURCHASE NECESSARY TO ENTER OR WIN A PRIZE.

THE PURCHASE OF ANY GOOD OR SERVICE WILL NOT INCREASE YOUR CHANCES OF WINNING.

THE PROGRESSIVE INSURANCE AUTOMOTIVE X PRIZE FAN FAVORITE SWEEPSTAKES (THE “SWEEPSTAKES”) IS VOID WHERE PROHIBITED BY LAW.

THESE OFFICIAL RULES (“RULES”) ARE A LEGALLY BINDING AGREEMENT BY AND BETWEEN YOU AND SPONSOR (AS DEFINED BELOW) AND GOVERN YOUR ENTRY IN THE SWEEPSTAKES.

1. Sponsor. This Sweepstakes is sponsored by X PRIZE Foundation ("Sponsor"), 5510 Lincoln Boulevard, Ste 100, Los Angeles, CA 90094. Progressive Corporation is the Progressive Insurance Automotive X PRIZE title sponsor only ("Prize Sponsor") and is not sponsoring this Sweepstakes.

2. Sweepstakes Entry Period. The Sweepstakes commences at 12:00:00 AM on June 17, 2010 and ends at 11:59:59 PM on September 6, 2010 (the "Sweepstakes Period"). The Sweepstakes consists of four (4) Elections (each an "Election" and collectively, "Elections") with the beginning and ending dates of each Election listed in the chart below. At the end of the entry period of all four elections, all eligible entries submitted will be entered into a Grand Prize drawing to be held on September 8, 2010. All time shown is United States Pacific Time.

All entries for each Election of the Sweepstakes must be received by the ending time and date listed in the chart above for the applicable Election. The Sponsor’s computer is the official time keeping device for online entry into the Sweepstakes. No entries into the Sweepstakes will be accepted before or after the Sweepstakes Period.

3. Eligibility. This Sweepstakes is open to legal residents of the 50 states of the United States of America and the District of Columbia. You must be at least 18 years of age or older as of 12:00 AM (PDT) on June 17, 2010 to enter the Sweepstakes. Employees of the Sponsor, Prize Sponsor, AMCI Group, their affiliates, subsidiaries, management companies, advertising agencies and marketing companies and the immediate families of any of their respective employees or persons with whom such employees are domiciled are not eligible to win the Sweepstakes.

4. How to Enter. To enter, you may visit www.progressiveautoxprize.org (the "Site") during each Election of the Sweepstakes Period, place your vote by answering the appropriate question for the applicable Election and complete all of the required fields of the Sweepstakes online entry form. Required online fields for entry are first name, last name, email address and country of residence. If there is a dispute about the identity of an online entrant, the entry will be deemed to be submitted by the authorized account holder of the email address from which the entry was submitted at the time of submission. "Authorized Account Holder" is defined as the natural person who is assigned to an email address account. A potential winner may be required to provide the Sponsor with proof that he/she is the Authorized Account Holder of the email address associated with the winning entry. You may also enter the Sweepstakes via mail by submitting a 3x5 index card with your name, full and complete street address, including city, state, postal/zip code, and telephone number including the area code ("Personal Data"), the answer to the question for the applicable Election and an acknowledgment that you have read and agree to comply with the Rules. Mail-in entries can be sent to X PRIZE Foundation, Attn: Sweepstakes Administrator, 5510 Lincoln Boulevard, Ste 100, Los Angeles, CA 90094 and must be received during the applicable Election of the Sweepstakes Period. A mail-in entry will be treated in the same manner as an online entry received through the Site. Only fully completed entries are eligible. Only one (1) entry per person per day during each Election of the Sweepstakes. Upon submission, all entries (subject to your rights in your Personal Data specified on the entry form) shall become the exclusive property of Sponsor and will not be acknowledged or returned. Sponsor acquires and retains all rights, title and interest therein, including the ownership and copyright of any entry. Sponsor reserves the right to and, at its sole discretion, may reject any entry for failure to comply with these entry requirements.

5. Personal Data. You are required to submit Personal Data on the entry form. All Personal Data will be held, used and processed by the Sponsor in accordance with its Privacy Policy as the same shall be posted at www.progressiveautoxprize.org from time to time.

6. Warranties and Consents. By completing and submitting an entry form, you: (a) represent and warrant that (i) you have read, and agree to be bound by, these Rules, (ii) based on the Rules, you are eligible to participate in the Sweepstakes, and (iii) all of the information provided as part of your entry is accurate, does not violate any third party’s legal rights (including without limitation rights of privacy and publicity), and otherwise does not violate applicable law; (b) consent to the use of your name and/or likeness by Sponsor for promotional purposes (whether online, in print or through any other media now known or hereafter developed), without additional compensation or authorization unless prohibited by law; and (c) agree to be bound by the interpretations of these Rules by Sponsor, which are final in all matters relating to the Sweepstakes.

7. Winner Notification; Verification. One (1) winner will be selected via a random drawing from the pool of all eligible entries received by the Sponsor during each Election of the Sweepstakes for a total of four (4) winners. To be eligible for a drawing, mailed entries must be received at the offices of the Sponsor, and entries via the Sponsor’s Site must be posted to the Site, by the time on the last day of the applicable entry period listed on the chart in Section 2. Determinations of eligibility will be made by the Sponsor, whose decisions are final in all matters relating to this Sweepstakes. Drawings will be made by the Sponsor. One (1) Grand Prize Winner will be selected via a random drawing from the pool of all eligible entries received by the Sponsor during each Election of the Sweepstakes (each winner and the Grand Prize winner are collectively referred to as "Winner(s)"). Illegible, late, altered, counterfeit, defective, damaged, copied or reproduced entries will not be accepted. Each Winner will be notified on or about the Random Drawing Date listed in the chart in Section 2 via the email address or telephone number listed on his/her entry form. In order to be declared an official Winner, a Winner will be required to provide proof of age, verification of identity and US address and complete, sign and return to Sponsor an Affidavit and Release Form in a form to be provided by the Sponsor (the "Affidavit") within ten (10) days of the date of Sponsor’s notification that the Winner has won the prize ("Prize Claim Expiration Date"). After receipt of the Affidavit, Sponsor will confirm the Winner. By completing, signing and returning the Affidavit, each Winner: (a) confirms compliance with these Rules, (b) releases and forever discharges the Sponsor, Prize Sponsor, their affiliates and subsidiaries and each of their respective directors, officers, partners, members, shareholders, employees, advertising and promotional agencies and agents of each of them (collectively, the "Sponsor Entities") from and against any and all loss, liability, claim, cost, demand, damage, action, cause of action and expense whatsoever arising or to arise by reason of the acceptance or use of the prize; and (c) gives permission to the Sponsor Entities, at their option, to publish or otherwise use the Winner’s name, address, photograph, voice and/or comments, without compensation, in any publicity carried out by any such person or entity or its advertising agencies, except where prohibited by law. If Winner fails to complete, sign and return the Affidavit before 6:00 PM Pacific Time on the Prize Claim Expiration Date, he/she will forfeit the prize and an alternate Winner will be selected in accordance with these Rules. The odds of winning a prize are dependent upon the number of eligible entries received by Sponsor.

8. Prizes. The Winners from the 4 Elections of the Sweepstakes will each receive a Progressive Insurance Automotive X PRIZE jacket. Approximate retail value of each jacket is $100. The Grand Prize Winner will receive a Progressive Insurance Automotive X PRIZE jacket and a check for $3,000. Each Winner is responsible for the reporting and payment of all applicable federal, state and local taxes (including income taxes) associated with the prize and will and hereby does hold Sponsor and Prize Sponsor harmless from liability for failure to timely report and/or pay such taxes. An IRS form 1099 will be issued. Neither the Sponsor nor the Prize Sponsor shall have any responsibility or obligation to a Winner or potential Winner who is unable to accept or utilize the prizes as described herein. In the case of a Winner’s forfeiture of a prize, the Sponsor may select another winner according to these Rules.

9. General Terms. Your noncompliance with any of these Rules may result in disqualification. Sponsor is not responsible for anything outside of its reasonable control. Sponsor assumes no responsibility for incorrect or inaccurate entry information whether caused by any of the equipment or programming associated with or utilized in this Sweepstakes or by any human error which may occur in the processing of the entries in this Sweepstakes. Sponsor is not responsible for any problems or technical malfunction of any telephone network or lines, computer online systems, servers, or providers, computer equipment, software, failure of any email or servers on account of technical problems or traffic congestion on the Internet or at the Site or any website, or any combination thereof, or any incomplete, lost, late, delayed, misdirected or garbled entries or failure to receive entries, including, without limitation, any injury or damage to your or any other person’s computer related to or resulting from participation or downloading any materials or software or attempts to participate in or download materials or software related to this Sweepstakes. Sponsor is not responsible for any typographical or other error in the printing of the Sweepstakes, administration of the Sweepstakes, or in the announcement of the prizes and the Winners. If, for any reason, the Sweepstakes is not capable of running as planned, or is disrupted or corrupted, including, without limitation, by strikes, acts of war or terrorism, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical or system failures, or any other causes beyond the control of Sponsor which corrupts or affects the administration, security, fairness, integrity or proper conduct of this Sweepstakes or for any reason Sponsor deems it necessary, Sponsor reserves the right in its sole discretion to cancel, terminate, modify or suspend the Sweepstakes. CAUTION: ANY ATTEMPT BY YOU TO DELIBERATELY DAMAGE ANY WEB SITE 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 YOU TO THE FULLEST EXTENT PERMITTED BY LAW. THE CALIFORNIA COURTS (STATE AND FEDERAL) SHALL HAVE SOLE JURISDICTION OF ANY CONTROVERSIES REGARDING THE SWEEPSTAKES AND THE LAWS OF THE STATE OF CALIFORNIA SHALL GOVERN THE SWEEPSTAKES. BY PARTICIPATING IN THE SWEEPSTAKES, YOU WAIVE ANY AND ALL OBJECTIONS TO JURISDICTION AND VENUE IN THESE COURTS AND SUBMIT TO THE JURISDICTION OF THOSE COURTS.

10. Publicity; Press Releases. You may not issue press releases or other publicity in connection with your participation in the Sweepstakes.

11. Indemnification. By entering the Sweepstakes, you agree to indemnify, defend, and hold harmless Sponsor and each of the other Sponsor Entities from and against any and all liability, damages or causes of action (however named or described), with respect to or arising out of either (i) participation in the Sweepstakes; and/or (ii) the receipt, redemption or use of the prizes awarded in the Sweepstakes. You agree to release all rights to bring any claim, action or proceeding against Sponsor or any of the other Sponsor Entities, further covenant not to sue Sponsor or any of the other Sponsor Entities and hereby acknowledge that neither Sponsor nor any Sponsor Entity has made or is in any manner responsible or liable for any warranty, representation or guarantee, express or implied, in fact or in law, relative to the Sweepstakes or prize.

12. DISCLAIMER OF WARRANTIES. SPONSOR IS PROVIDING THE SWEEPSTAKES ON AN “AS IS” AND “AS AVAILABLE” BASIS. SPONSOR DOES NOT REPRESENT OR WARRANT THAT THE SWEEPSTAKES OR THE TECHNOLOGY USED TO PROVIDE IT: (I) WILL BE UNINTERRUPTED OR SECURE, (II) WILL BE FREE OF DEFECTS, INACCURACIES OR ERRORS, OR (III) WILL MEET YOUR REQUIREMENTS OR ENABLE YOU TO PARTICIPATE IN IT. SPONSOR MAKES NO WARRANTIES OTHER THAN THOSE MADE EXPRESSLY IN THESE RULES, AND HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.

13. LIMITATION OF LIABILITY. SPONSOR WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES ARISING OUT OF, RELATING TO OR CONNECTED WITH THE SWEEPSTAKES, INCLUDING, BUT NOT LIMITED TO, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES WHETHER SUCH DAMAGES ARE RELATED TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL, AND WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, REGARDLESS OF THE CAUSE OF ACTION ON WHICH THEY ARE BASED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.

14. LEGAL RIGHTS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS PROVIDED ABOVE OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

15. Request for the Names of the Prize Winners and Rules. For the name of the Winner and/or a copy of these Rules, send a self-addressed stamped envelope to:

Vermont residents may omit postage.

16. Waiver. No failure or delay by a party in exercising any right, power, or privilege under these Rules will operate as a waiver thereof. No waiver of any provision of these Rules, or any rights or obligations of either party under these Rules, shall be effective, except pursuant to a written instrument signed by the party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

17. Severability. Any provision of these Rules that is found invalid or unenforceable pursuant to judicial decree or decision shall be ineffective to the extent of such invalidity or unenforceability, and the remainder of these Rules shall remain valid and enforceable according to their terms. If any provision of these Rules is so broad as to be unenforceable, the provision shall be interpreted to be only so broad as is enforceable.