1.Eligibility: Sweepstakes is open to all legal residents of the fifty (50) United States including the District of Columbia, eighteen (18) years of age or older at the time of entry. Employees of L.L.Bean, Inc., Barclays Bank Delaware, Visa Inc., Visa U.S.A. Inc., Visa International Service Association, and their respective successors, affiliates and client financial institutions, and each of the above mentioned companies' officers, directors, shareholders, and their affiliates, subsidiaries, parent companies, representatives, agents, and other vendor agencies, prize suppliers, advertising and promotion agencies of L.L.Bean, Inc., Barclays Bank Delaware, Visa Inc., Visa U.S.A. Inc., including Marden-Kane, Inc., (collectively, "Released Parties"), and their immediate families (spouse, and parents, children and siblings, and their respective spouses regardless of where they live) and individuals living in the same households, whether related or not, of the above, are not eligible. Void where prohibited or restricted by law. The Sweepstakes is subject to all applicable federal, state, and local laws and regulations.

2.To Enter: The Sweepstakes begins at 12:00:00 a.m. EST on March 5, 2012, and ends at 11:59:59 p.m. EST on December 31, 2012 ("Promotional Period") which is further divided into ten (10) Monthly entry periods (each a "Monthly Period") as follows:

Monthly Period	Begins 12:00:00 a.m.EST on:	Ends 11:59:59 p.m. EST on:	Mail-in Entries Due Date	Drawing Date On or About	Number of Winners per Monthly Period
1	3/5/12	3/31/12	4/7/12	4/14/12	25
2	4/1/12	4/30/12	5/7/12	5/14/12	25
3	5/1/12	5/31/12	6/7/12	6/14/12	25
4	6/1/12	6/30/12	7/7/12	7/14/12	25
5	7/1/12	7/31/12	8/7/12	8/14/12	25
6	8/1/12	8/31/12	9/7/12	9/14/12	25
7	9/1/12	9/30/12	10/7/12	10/14/12	25
8	10/1/12	10/31/12	11/7/12	11/14/12	25
9	11/1/12	11/30/12	12/7/12	12/14/12	25
10	12/1/12	12/31/12	1/7/13	1/15/13	25

Grand Prize	Begins 12:00:00 a.m.EST on:	Ends 11:59:59 p.m. EST on:	Mail-in Entries Due Date	Drawing Date On or About	Number of Grand Prize Winners
Grand Prize	3/5/12	12/31/12	1/7/13	1/15/13	1

All entries must be received by the dates defined in the chart above and will be included in the Monthly drawing for the Month the entry was received as well as subsequent Drawings. During the Promotional Period, an eligible L.L.Bean Visa® Credit Card cardholder (issued by Barclays Bank Delaware) in good standing automatically receives one (1) Sweepstakes entry for each eligible purchase made at any L.L.Bean location in the U.S., at llbean.com, by phone or by mail with his/her L.L.Bean Visa card. An eligible L.L.Bean Visa Credit Card cardholder (issued by Barclays Bank Delaware) in good standing automatically receives three (3) Sweepstakes entries for each eligible purchase, except for gas purchases, everywhere else Visa credit cards are accepted. An eligible L.L.Bean Visa Credit Card cardholder (issued by Barclays Bank Delaware) in good standing automatically receives five (5) Sweepstakes entries for each eligible gas purchase made in the U.S. with his/her L.L.Bean Visa card during the Promotional Period. Only eligible Visa purchases with an L.L.Bean Visa card that is in good standing and that is not in default under the customer agreement for that account and issued by Barclays Bank Delaware in the U.S., and processed through Visa U.S.A. Inc.'s transaction-processing system during the Promotional Period, are eligible for automatic entry. In the event of a dispute as to who submitted a particular cardholder entry, such entry will be deemed to be submitted by the primary person in whose name the card used to enter the Sweepstakes was issued. Account adjustment transactions/returns, purchases authorized by entering a PIN (personal identification number), non-U.S. dollar purchases, ATM, convenience-check, Interlink®-processed transactions, late payment fees, over limit fees, cash advances, annual fees, Visa health and benefit cards, and/or balance transfers and balance transfer fees are not considered eligible transactions for entry into the Sweepstakes. To qualify your purchase must post to your account by 11:59:59 pm EST 12/31/12. Visa cards or card numbers that are stolen, fraudulent, tampered with, or otherwise altered are not eligible for automatic entry. To enter without purchase or obligation: hand-print your name, address, city, state, zip, email, day and evening phone numbers and the words: "L.L.Bean Visa Centennial Sweepstakes" on a 3"x 5" card, and mail in a stamped #10 envelope to: "L.L.Bean Visa Centennial Sweepstakes", P.O. Box 2538, Grand Rapids, MN 55745-2538. Mail-in entries must be postmarked by December 31, 2012, and received by January 7, 2013. By providing your email address you may receive L.L.Bean emails about products, sales and special offers. Enter as often as you wish; however, only one entry per stamped envelope will be accepted. Each 3"x5" card will count as nine [9] entries. No mechanical reproductions permitted. Entries become the property of the Sponsor, Barclays Bank Delaware and will not be returned or acknowledged.

3.Drawing: Monthly drawings and the Grand Prize drawing will be conducted according to the dates listed in the chart located in section #2 of the Official Rules from among all eligible entries received (transactions and mail-ins) under the direction of Marden-Kane, Inc., an independent judging organization whose decisions are final in all matters relating to the Sweepstakes. An entrant may win more than one prize, however, not in the same Monthly entry period

4.Odds: Estimated odds of winning the grand prize are: 1: 120,174,539 and odds of winning a monthly prize are: 1: 480,698; however, actual odds of winning depends upon the total number of eligible entries received.

5.Prizes: One (1) GRAND PRIZE: One Million Dollars (awarded in the form of a check). Value: $1,000,000. (250) Total Monthly Prizes (awarded monthly as 25 prizes, as follows): (10) Monthly Winners will receive a pair of L.L.Bean Boots or an L.L.Bean gift card in the amount of $99 and $43.45 cash that he/she may use towards the payment of taxes. Approximate Retail Value: $142.45 each. (10) Monthly Winners will receive a $500 L.L.Bean gift card and $219.45 cash that he/she may use towards the payment of taxes. Approximate Retail Value: $719.45 each. (1) Monthly Winner will receive an L.L.Bean Double L Fly Rod, Reel Package & Line Package (7-9 Wt) or an L.L.Bean gift card in the amount of $370.00 and $164.23 cash that he/she may use towards the payment of taxes. Approximate Retail Value: $534.23 each. (1) Monthly Winner will receive an L.L.Bean Camping Package which includes an L.L.Bean King Pine Dome Tent 6-person, four L.L.Bean Adventure Sleeping Bags and four L.L.Bean Camp Recliner Chairs or an L.L.Bean gift card in the amount of $1,404.80 and $623.58 cash that he/she may use towards the payment of taxes. Approximate Retail Value: $2,028.38 each. (1) Monthly Winner will receive an L.L.Bean Kayaking Package which includes an L.L.Bean Manatee Deluxe 10' Kayak, Adventure Recreation Paddle, L.L.Bean Discovery PFD and L.L.Bean Cockpit Cover or an L.L.Bean gift card in the amount of $558.95 and $248.11 cash that he/she may use towards the payment of taxes. Approximate Retail Value: $807.06 each. (1) Monthly Winner will receive a 2012 L.L.Bean 100th Anniversary Collector's Knife with Display Box or an L.L.Bean gift card in the amount of $749.00 and $329.09 cash that he/she may use towards the payment of taxes. Approximate Retail Value: $1,078.09, (1) Monthly Winner will receive a $500 L.L.Bean Outdoor Discovery School Gift Card and $219.45 cash that he/she may use towards the payment of taxes, Approximate Retail Value: $719.45 each. Total ARV of all prizes $1,137,862.10. No cash equivalents, transfers or substitution of prizes permitted except at the sole discretion of the Sponsor, who reserves the right to substitute a prize (or portion thereof) of comparable or greater value, at their sole discretion. Prizes are awarded "AS IS" and WITHOUT WARRANTY OF ANY KIND, express or implied, by the Sponsor. All costs and expenses not specified herein are the sole responsibility of the winner. The winners are responsible for the payment of all taxes on the prize. L.L.Bean gift cards are subject to certain terms and conditions as specified by the issuer[s]. See back of card for issuer[s] information.

6.Winner Notification: All Monthly Winners and the Grand Prize Winner will be notified within three (3) business days of each respective drawing via USPS priority mail with delivery confirmation. Forfeiture of prize and the selection of an alternate winners may result from any of the following at the Sponsor's discretion: (1) failure of a potential Prize winner to execute and return an Affidavit of Eligibility/Liability Release, where legal, Publicity Release, and a completed IRS Form W-9 within fourteen (14) days after mailing; (2) the return of any notification or prize as undeliverable or (3) any other non-compliance with Rules. If the prize is won by a person who is 18 years of age or older, but not of the legal age of majority in the state of residence ("minor"), then the required documents listed herein must be confirmed and signed by winner's parent or legal guardian, and the prize will be awarded in the name of his/her parent or legal guardian who will be required to fulfill all requirements imposed on the winner set forth herein. By entering the Sweepstakes, entrants, or, if minors, their parents or legal guardians agree to the use by Sponsor and its designees of their names, photographs/likenesses or videos for advertising and promotional purposes for this and similar promotions, worldwide, and in perpetuity, in any and all forms of media, now known or hereafter devised (including and without limitation, the Internet) without additional compensation except where prohibited by law. Upon request, winners agree to consent to such in writing.

7.Limitation of Liability: By participating in the Sweepstakes, entrants, or, if minors, their parents or legal guardians, agree to release, indemnify and hold harmless Released Parties and each of their respective agents, representatives, officers, directors, shareholders and employees from and against any injuries, losses, damages, claims, actions and any liability of any kind resulting from or arising from participation in the Sweepstakes or acceptance, possession, use, misuse or nonuse of the prize (including, without limitation, any travel or travel-related activity thereto) that may be awarded. This Sweepstakes and these Official Rules shall be interpreted in accordance with the laws of the State of Delaware without regard to its principles of conflicts of law and jurisdiction and venue shall be solely within the State of Delaware. Released Parties are not responsible for technical, computer, mechanical, printing, typographical, human or other errors relating to or in connection with the Sweepstakes, including, without limitation, errors which may occur in connection with the administration of the Sweepstakes, the processing of entries, the announcement of the prizes or in any Sweepstakes related materials; or for stolen, lost, late, misdirected, damaged, incomplete, inaccurate, undelivered, delayed or illegible entries or postage-due entries or mail; or for electronic, computer, or telephonic malfunction or error, fail to enter into the processing system, or are processed, reported, or transmitted late or incorrectly or are lost for any reason including computer, telephone, paper transfer, or human or other error. If in the Sponsor's opinion, there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Sweepstakes, or if computer viruses, bugs, unauthorized intervention, fraud, or technical difficulties or failures compromise or corrupt or affect the administration, integrity, security, fairness, or proper conduct of the Sweepstakes, the Sponsor at its sole discretion reserves the right to disqualify any individual who tampers with the entry process and/or void any entries submitted fraudulently, to modify or suspend the Sweepstakes, or to terminate the Sweepstakes and conduct a random drawing to award the prizes using all eligible non-suspect transactions and write-in entries received as of the termination date. As a condition of entering the Sweepstakes, entrants, or if a minor, their parents or legal guardians agree that: a) under no circumstances will entrants be permitted to obtain awards for, and entrants hereby waive all rights to claim, punitive, incidental, consequential, or any other damages, other than for actual out-of-pocket expenses; b) all causes of action arising out of or connected with this Sweepstakes or the prize awarded, shall be resolved individually, without resort to any form of class action; and c) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs incurred and in no event shall entrant be entitled to receive attorneys' fees or other legal costs. Sponsor reserves the right to modify prize award procedures.

8.Who Won?: For the names of the winners, available after January 31, 2013, mail a self-addressed, stamped envelope to "L.L.Bean Visa Centennial Sweepstakes Winners", P.O. Box 601, Garden City, NY 11530-0601. Requests must be received no later than December 31, 2012. The names of the winners will be sent when the drawings have been conducted and the winners have been verified.

9.Sponsor: Barclays Bank Delaware, 125 S. West Street, Wilmington, DE 19806. Sweepstakes Administrator: Marden-Kane, Inc., 1055 Franklin Avenue, Suite 300, Garden City, NY 11530. Visa and its client financial institutions have not sponsored or offered this promotion in any way.