OFFICIAL RULES AND REGULATIONS

1. NO PURCHASE NECESSARY. Sweepstakes ("Sweepstakes") open to all legal residents of the 50 United States and the District of Columbia, who are at least age four (4) and no older than age fifteen (15) on January 2, 2006, , except residents of Florida, employees (and their immediate families and household members) of The Cartoon Network LP, LLLP ("Sponsor"), Campbell Soup Company, DC Comics, Warner Home Video Inc., Mattel, Inc., Scholastic, Inc., and Time Warner Inc., and their respective parents, subsidiaries, divisions, trustees, franchisees, participating vendors, distributors, cable affiliates, advertising and promotion agencies and affiliated entities (collectively, the "Sweepstakes Entities"). Void in Florida and wherever prohibited or restricted by law. Sweepstakes is governed by U.S. law and subject to all applicable federal, state and local laws and regulations. By entering the Sweepstakes, participants and their parents/legal guardians agree to accept and be bound by all terms of these Official Rules and Regulations.

2. HOW TO ENTER: From 10:00 a.m. Eastern Time ("ET") on September 12, 2005 through 9:59 a.m. ET on January 2, 2006 (the "Promotional Period"), Sponsor will conduct a national promotion of "The Batman" animated television series that encourages participants to enter for a chance to win an opportunity to be drawn into the Batman Comics series. To enter the Sweepstakes, participants must either: (i) log on to the Cartoon Network website, located at www.cartoonnetwork.com or the Sweepstakes website, located at http://www.cartoonnetwork.com/campbellsbatman, and follow directions to complete and submit the participant's e-mail address, which will only be used to notify such participant if he/she is a potential winner and otherwise deleted after fulfillment of the Sweepstakes, or (ii) mail a handwritten postcard with the participant's name, address, telephone number and age, and the name of the participant's parent or legal guardian and his/her signature, to: Campbell's The Batman Sweepstakes, P.O. Box 771399, St. Louis, MO 63177-2399. All online entries must be received no later than 9:59 a.m. ET on January 2, 2006. To be eligible, each mail-in entry must be legible and mailed separately, postmarked no later than January 2, 2006, and received by January 7, 2006. All entries must be submitted in the name of an individual person and prizes can only be awarded to the person or e-mail account holder whose name is on or corresponds to each winning entry, provided however, a child who submits an entry in name of parent's account will be deemed the qualifying entrant. A minor child who submits an entry must have the prior permission from his/her parent or legal guardian. No mechanical reproductions or facsimiles accepted. Entries generated by script, macro or other automated means are void. Sponsor is not responsible for misdirected, unintelligible, incomplete, lost, late, illegible, undelivered, stolen or postage due entries, technical, hardware or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmissions or other errors or problems of any kind which may limit or affect a person's ability to participate in the Sweepstakes. In the event of sabotage, acts of God, terrorism, computer virus, mechanical, technical, or operational defect or error or other events or causes beyond the Sponsor's reasonable control, which corrupt the integrity, administration, security or proper operation of the Sweepstakes, Sponsor reserves the right to cancel, modify or suspend the Sweepstakes. In the event of cancellation, prizes will be awarded from among all eligible, non-suspect entries received prior to the event requiring such cancellation. False or deceptive entries or acts will render a participant ineligible and also may result in participant no longer being allowed to enter Cartoon Network's sweepstakes, contests or other promotions in the future, in Cartoon Network's sole discretion. All entries become the property of Sponsor and will not be acknowledged or returned. Limit one (1) entry per person, household or e-mail address per calendar day. Multiple entries received from any person or e-mail address in any one calendar day after the first entry received from that person, household or email address will be void. Limit one (1) winner per person, e-mail address or household.

3. HOW TO WIN: On or around January 9, 2006, one (1) grand prize winner (the "Grand Prize Winner") and one hundred (100) second prize winners (the "Second Prize Winner") (the "Grand Prize Winner" and "Second Prize Winners" are sometimes collectively referred to as the "Winners") will be randomly selected by an independent judging organization from among all eligible entries received by the dates and times specified above. The odds of winning will depend on the total number of eligible entries received. MANY WILL ENTER, FEW WILL WIN. Winners who entered online will be sent an email notifying them of their status and containing a prize acceptance form ("Prize Acceptance") beginning on or about January 16, 2006 and must submit a fully executed Prize Acceptance form signed by the parent or legal guardian, offline by facsimile, mail or traceable courier as outlined in supplied instructions, to SJI Fulfillment, Inc. ("SJI") within the time specified below or an alternate potential winner will be selected. Winners who entered by submitting a postcard by mail will be contacted by telephone and/or mail and must submit a fully executed Prize Acceptance form signed by the parent or legal guardian, offline by facsimile or mail, to SJI within the time specified below or an alternate potential winner will be selected. Sweepstakes will be administered by SJI and the decisions of Sponsor and SJI in all matters regarding this Sweepstakes are final and binding. Selected Winners must meet all eligibility requirements including the execution and return of all necessary releases and documents and the Prize Acceptance form. Each Winner's parent or legal guardian must provide written consent by executing the Prize Acceptance form as indicated and any other necessary releases and documents. All Second Prize Winners should receive their prize(s) within six (6) to eight (8) weeks of receipt of Winner Documents (as defined below).

4. PRIZES: One (1) Grand Prize Winner will receive an opportunity to be drawn into a scene of an upcoming DC Comics Batman comic book and one (1) framed original drawing of the Grand Prize Winner as depicted in the Batman comic book scene, autographed by the DC Comics artist, at an approximate market value ("AMV") of Three Hundred Dollars ($300.00). One Hundred (100) Second Prize Winners will each receive one (1) The Batman prize pack, which consists of two (2) Batman DVDs (The Batman: The Man Who Would Be Bat and The Batman vs. Dracula), two (2) Scholastic Coloring Activity Books (The Batman: In the Shadows and The Batman: Cave of Wonders), one (1) Mattel Batmobile, one (1) DC Comics Batman Strikes comic book, and one (1) Batman poster, each at an AMV of Sixty-Five Dollars and Seventeen Cents ($65.17) per Second Prize Winner. TOTAL AMV OF ALL PRIZES (101 PRIZES): Six Thousand Eight Hundred Seventeen Dollars ($6,817.00). No substitution or transfer of prizes or cash redemptions permitted by Winners. Sponsor reserve the right to substitute any prize(s) of like value for any reason whatsoever, at its sole discretion. The Grand Prize Winner and/or his/her parent or legal guardian must submit a color photograph that clearly features the Grand Prize Winner within ten (10) days of returning Winner Documents. By accepting the Grand Prize and submitting such photographs, the Grand Prize Winner's parent or legal guardian acknowledges and agrees that the photographs submitted, and the Grand Prize Winner's image as designed by DC Comics for the Batman comic book shall be the sole and exclusive property of DC Comics, and DC Comics, its successors, assigns and licensees shall be entitled to all rights of ownership, title, interest and all other intellectual property rights, including 100% of the copyrights, without additional compensation, notification or permission. The Grand Prize Winner and his/her parent or legal guardian acknowledges and agrees that DC Comics will therefore have the perpetual right to use the image of the Grand Prize Winner, in whole or in part, in composite or distorted character or form, without any restrictions as to changes, edits or alterations, in any and all media now or hereafter known, without limitation, for illustration, promotion, art, editorial, advertising, trade or any other purpose whatsoever, without additional compensation, notification or permission. The Grand Prize Winner and his/her parent or legal guardian further agrees to release, waive and discharge any and all claims of "moral rights" and other rights of any kind or nature related to the photographs, the Grand Prize Winner's image as included in the comic without additional compensation, notification or permission. The Grand Prize Winner's parent or legal guardian must execute any documents necessary to perfect such rights in DC Comics. Prizes will be awarded in the name of the parent or legal guardian who must sign and return all required documents and who will be responsible for payment of any applicable taxes. Each Winner's parent or legal guardian is responsible for the reporting and payment of all federal, state and local taxes (if any). All details of the Grand Prize and Second Prizes not specified herein are at the sole discretion of Sponsor.

5. GENERAL RULES AND REGULATIONS: By entering this Sweepstakes, each Winner and his/her parent or legal guardian grants Sponsor and Sweepstakes Entities the right, unless prohibited by law, to use their names, voices, pictures and likenesses, without compensation, notification or approval, for the purpose of advertising and publicizing the goods and services of the Sponsor and Sweepstakes Entities and all matters related to the Sweepstakes, in any manner or medium, throughout the world in perpetuity. Each Winner's parent or legal guardian may be required to sign affidavits of eligibility, tax acknowledgment forms, liability releases and, except where prohibited by law, use of name and likeness releases ("Winner Documents") and to return these within five (5) days of receipt of Prize Acceptance form. If (i) any prize or prize notification is returned as undeliverable, (ii) a Winner fails to properly and/or timely reply to and/or return all required Prize Acceptance Form(s) and Winner Documents within the time specified above, (iii) a Winner declines his or her prize, or (iv) a Winner fails to comply with any of the Official Rules and Regulations as outlined herein, such Winner will be disqualified and an alternate winner will be selected by random drawing at Sponsor's discretion. The Sweepstakes Entities expressly disclaim any responsibility and entrants and their parents/legal guardians agree to indemnify and hold harmless the Sweepstakes Entities, and their respective employees, officers, directors, shareholders, parent companies and agents, from and against any and all claims, actions, demands and/or liability for injury, damage or loss to any person (including death) or property relating to or arising in connection with participation in this Sweepstakes (regardless of the cause of such injury or loss), the delivery and/or subsequent use or misuse of any of the prizes awarded and/or printing, distribution or production errors. Participants and their parents/legal guardians acknowledge that prizes are awarded "as is" and that Sponsor and Sweepstakes Entities have not made, and are not in any manner responsible or liable for any representation, guarantee or warranty, expressed or implied, in law or in fact, relative to any prize, including, but not limited to its quality, mechanical condition or fitness for a particular purpose. In the event more winner notifications are issued, or more winning prize claims are received, than the number of prizes set forth in these rules due to computer, printing, seeding, human or other error or problem, a random drawing will take place from among all eligible prize claims for the prize(s) at issue to award the proper number of prizes as set forth in these rules.

6. DISPUTES: Except where prohibited, participants and their parent or legal guardian agree that (1) any and all disputes, claims and causes of action arising out of or connected with the Sweepstakes or any prize awarded shall be resolved individually, without resort to any form of class action and exclusively by the appropriate court located in Fulton County, Georgia; (2) any and all claims, judgments, and awards shall be limited to actual out of pocket costs incurred, including costs associated with participating in this Sweepstakes, but in no event attorneys fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim punitive, incidental, and consequential damages and any other damages other than for actual out of pocket expense and any and all rights to have damages multiplies or otherwise increased. . All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules and Regulations or participants' and/or Sponsor's rights and obligations in connection with the Sweepstakes shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any choice of law or conflict of law rules (whether of the State of Georgia or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the State of Georgia.

7. OFFICIAL RULES OR WINNERS' LIST: For a copy of the Official Rules or the Winners' List (available on or about April 16, 2006), send a self-addressed, stamped envelope (residents of VT need not include return postage) to the following address (please specify "Official Rules" or "Winners"): Campbell's The Batman Sweepstakes, P.O. Box 771668, St. Louis, MO 63177-1668, for receipt no later than March 30, 2006.

SPONSORS: The Cartoon Network LP, LLLP, 1050 Techwood Drive, Atlanta, GA 30318

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