NIVEA GOOD-BYE CELLULITE HELLO BIKINI CHALLENGE OFFICIAL RULES

NO PURCHASE NECESSARY TO ENTER OR WIN. PURCHASE WILL NOT IMPROVE YOUR CHANCES OF WINNING.

The NIVEA Good-bye Cellulite Hello Bikini Challenge (the "Promotion") is sponsored by Beiersdorf, Inc., 187 Danbury Rd., Wilton, CT 06897 (referred to in these official rules as "NIVEA" or "Sponsor"). The Promotion is governed by these official rules (the "Official Rules"). By entering the Promotion, each entrant agrees to be bound by these Official Rules, including all eligibility requirements described below, and by the decisions of Sponsor and the Promotion judges selected by Sponsor, which shall be final and binding in all respects. The Promotion is subject to all federal, state and local laws and regulations and is void where prohibited. ODDS OF WINNING DEPEND ON THE NUMBER OF ELIGIBLE ENTRIES RECEIVED.

ELIGIBILITY

The Promotion is only open to legal residents of the 48 continental United States and District of Columbia who are 18 years of age or older at the time of entry and have Internet access and a valid e-mail address prior to March 17, 2008. (Residents of Alaska and Hawaii are not eligible to participate.) Employees, officers and directors of Beiersdorf, Inc. and its parent, affiliate and subsidiary companies, and their respective consultants, agents and suppliers (the "Promotion Entities"), as well as those individuals' immediate families (defined as parents, spouses, children, siblings and grandparents) are not eligible to enter or to win. Sponsor reserves the right to verify the eligibility of all entrants.

PROMOTION PERIOD

The Promotion begins at 12:01 pm ET on March 17, 2008 and ends at 11:59 pm ET on September 1, 2008 (the "Promotion Period").

HOW TO ENTER

To enter, visit www.NIVEAusa.com/goodbye (the "Promotion Website") during the Promotion Period and follow instructions to complete in full and submit the online entry form and register for the challenge. Each online entrant must complete in full the online entry form by providing his or her name, address, gender, birth date and e-mail address. After submitting the required information on the online entry form, an eligible online entrant will receive one entry into the Promotion. Limit of one (1) entry into the Promotion via the online entry form. Online entries are limited to one e-mail address per person, and entrants submitting multiple entries with multiple e-mail addresses may be disqualified. Only online entries will be accepted. No faxed, telephoned or mailed entries will be accepted. Except for the final Weekly Drawing, entries must be received by 11:59 pm ET on the Sunday immediately before each Weekly Drawing to be eligible for that Weekly Drawing. Entries must be received by 11:59 pm ET on September 1, 2008 to be eligible for the final Weekly Drawing. Upon entry into the Promotion, each entrant will also be registered as a member of NIVEA's Club Blue monthly e-mail newsletter. Membership in NIVEA Club Blue is free and without obligation. You may unsubscribe from NIVEA Club Blue by following the unsubscribe link provided in the e-mail newsletter.

Each week during the four-week period after an entrant submits an online entry form to register for the Good-bye Cellulite Hello Bikini Challenge, that entrant will receive an e-mail containing program information and a link for an opportunity to submit an additional entry into the Promotion. Entrants may submit one (1) additional entry each week during that four-week period by clicking the link provided in a weekly e-mail and following the instructions for entry. LIMIT OF NO MORE THAN FIVE (5) TOTAL ENTRIES PER PERSON PERMITTED FOR THE PROMOTION. To receive the Promotion e-mails during that four-week period, entrants must continue to participate in the challenge and maintain their opt-in selections for receipt of e-mail communications from Sponsor. Sponsor is not responsible or liable for failure to deliver e-mails to any entrant or for any incorrect, late, invalid, blocked, or misdirected e-mail communication or transmission, including, without limitation, due to human error, technical malfunction, or failure of any line, network or computer equipment or software.

All entries in the Promotion become the exclusive property of Sponsor. Receipt of entries will not be acknowledged, nor will proof of submission of an entry form be deemed proof of receipt. Sponsor is not responsible for lost, late, incomplete, invalid, or misdirected entries, which may be disqualified. Use of any automated system to submit entries or solicit referral entries is prohibited and may result in disqualification. In the event of a dispute as to any entry, the authorized account holder of the e-mail address used to enter will be deemed to be the entrant. The "authorized account holder" is the natural person assigned an e-mail address by an Internet access provider, online service provider or other organization responsible for assigning e-mail addresses for the domain associated with the submitted address. Potential winners may be required to show proof of being the authorized account holder.

PRIZES

GRAND PRIZE: Three (3) grand prizes to be awarded. The potential grand prize winners will be selected during the Weekly Drawing to be held on or about June 2, 2008. Each grand prize is a trip for two (2) adults to Miami, Florida during Fashion Week 2008 (July 18-22). Trip includes: roundtrip coach air transportation for two (2) adults from the major airport (in the continental United States) nearest winner's city of residence to Miami, Florida; two (2) nights' hotel accommodations (based on double occupancy) at a hotel to be determined by Sponsor, in its sole discretion; dinner for two (2) persons at a local restaurant selected by Sponsor, in its sole discretion, up to a value of two hundred dollars ($200); gift certificates in the amount of one hundred seventy-five dollars ($175) each for a total of three hundred fifty dollars ($350) for services at the hotel spa; two (2) passes for general access to the Miami Fashion Week grounds for two (2) days of the event, and two (2) tickets to a single fashion show selected by Sponsor, in its sole discretion (ARV of each grand prize: $3,450). Gift certificate terms and conditions apply. Terms and conditions of ticket admission for show events apply. Sponsor reserves the right to remove or deny entry to shows to winner and guest if either person engages in or acts in a disruptive manner.

FIRST PRIZE: One hundred (100) first prizes to be awarded. Each first prize is a designer bikini, as selected from styles, colors and sizes designated by Sponsor, in its sole discretion. (ARV of each first prize: $75). Five (5) potential first prize winners will be selected in each Weekly Drawing.

SECOND PRIZE: Ten (10) second prizes to be awarded. Each second prize is cash prize of $100, to be awarded in the form of cash or a check, as determined by Sponsor, in its sole discretion. (ARV of each second prize: $100). One (1) potential second prize winner will be selected in random drawing every two weeks starting on or about April 21, 2008.

THIRD PRIZE: One hundred (100) third prizes to be awarded. Each third prize is a copy of the spiral-bound book entitled The Big Book of Quick and Healthy Recipes by Kirsten Hartvig. (ARV of each third prize: $19.95). Five (5) potential third prize winners will be selected in each Weekly Drawing.

FOURTH PRIZE: Two thousand (2,000) fourth prizes to be awarded. Each fourth prize is a body beauty package that includes assorted NIVEA Good-Bye Cellulite products, as determined by Sponsor, in its sole discretion. (ARV of each fourth prize: $18.99). One hundred (100) potential first prize winners will be selected in each Weekly Drawing.

FIFTH PRIZE: One hundred (100) fifth prizes to be awarded. Each fifth prize is a copy of the hard cover book entitled Good Housekeeping Light & Healthy Recipes from the editors of Good Housekeeping. (ARV of each fifth prize: $14.95). Five (5) potential fifth prize winners will be selected in each Weekly Drawing.

SIXTH PRIZE: One hundred (100) sixth prizes to be awarded. Each sixth prize is a copy of the paperback book entitled The Healthy Diet Calorie Counter by Kirsten Hartvig. (ARV of each sixth prize: $9.95). Five (5) potential sixth prize winners will be selected in each Weekly Drawing.

Travel arrangements for the grand prize winners shall be determined by Sponsor. Each grand prize winner and guest must travel on same itinerary. Trip must be taken on dates and times designated by Sponsor or grand prize will be forfeited. Travel arrangements must be made through Sponsor's agent, on a carrier of Sponsor's choice. Travel restrictions may apply and frequent flyer miles may not be available. Once travel is booked, no changes or cancellations will be accepted. No extensions or exceptions shall apply or be available. All travel is subject to availability. Airline schedules, event times, dates and locations, and travel arrangements are subject to change beyond the control of Sponsor. If grand prize winner resides within a 100-mile radius of Miami, Florida, ground transportation may (at Sponsor's discretion) be provided in lieu of air transportation and no compensation or substitution will be provided for difference in prize value. Sponsor will not be liable or responsible for any such changes and reserves the right to substitute a prize of equal or greater value, in Sponsor's sole discretion, if, for any reason, all or any portion of the grand prize is not available. The grand prize winner's travel guest must be 18 years or older and must execute and return fully executed liability/publicity release forms prior to the issuance of travel documents. Except for the prize value, the prize winners will not receive any additional monetary compensation or acknowledgement for participation in the Promotion. Each prize winner is responsible for all expenses not included in the description of the prize (including, without limitation, for the grand prize, all transportation to and from departure city, gratuities, incidental expenses, and non-award meals) and all taxes associated with acceptance and use of the prize. Prizes are not redeemable for cash. LIMIT OF ONE (1) PRIZE PER HOUSEHOLD.

ENTRY DEADLINES AND WINNER SELECTION

Weekly Drawings: Beginning on or about April 21, 2008, except as otherwise specified, Sponsor will randomly select on or about Monday of each week during the Promotion Period potential prize winners from all eligible entries received as of 11:59 pm ET on the immediately preceding Sunday for those prizes as identified in the chart below. If Monday is a holiday, potential prize winners will be selected on the next business day of that week. Twenty (20) weekly drawings for first, third, fourth, fifth and sixth prizes and ten (10) biweekly drawings for second prizes will be held for the Promotion (each a "Weekly Drawing"). All prizes may not be awarded if an insufficient number of entries is received. The last Weekly Drawing will occur on or about September 2, 2008. Eligible entries received during a prior week that are not selected as a potential prize winner in a Weekly Drawing will remain eligible for the remaining Weekly Drawings.

At Sponsor's option, a potential winner may be contacted by e-mail, mail or telephone according to the contact information provided by that entrant, for prize award verification. If a potential winner cannot be contacted (in the case of any grand prize, following three (3) attempts) or a prize or prize notification is returned as undeliverable, that potential winner may be disqualified and an alternate winner may be selected, time permitting. Upon the request of Sponsor, potential winners will be required to return an Affidavit of Eligibility, Publicity Release, IRS FORM W-9 and other forms required by Sponsor prior to confirmation as the winner. All forms must be completed and returned within five (5) days following receipt of the forms from Sponsor, or the potential winner may be disqualified. Any prizes that remain unclaimed following prize notification and verification may not be awarded. All prizes may not be awarded if an insufficient number of eligible entries is received.

ADDITIONAL LIMITATIONS

Each winner may waive his or her right to receive a prize. Prizes are nonassignable and nontransferable. No substitution or cash equivalent of a prize is permitted; however, prizes are subject to availability and Sponsor reserves the right to substitute any prize with a prize of equal or greater value if the prize may not be available. Winner is not entitled to the difference (if any) between the approximate retail value and the actual value of the prize awarded. Sponsor is not responsible for any typographical or other errors in the offer or administration of the Promotion, including, but not limited to, errors in the printing or posting of the offer or Official Rules, the selection and announcement of the winner or the distribution of any prize. Sponsor and its affiliated companies and advertising and promotional agencies, and any telephone network or service providers are not responsible for incorrect or inaccurate transcription of entry information, or for any human error, technical malfunction, lost or delayed data transmission, omission, interruption, deletion, line failure or malfunction of any telephone network, computer equipment or software, the inability to access any website or online service or any other error, human or otherwise. Any attempt to damage the content or operation of the Promotion is unlawful and subject to legal action by Sponsor or its agents. Sponsor reserves the right to terminate, withdraw or amend the Promotion to comply with applicable law or in the event the Promotion cannot be conducted as planned or is compromised by a virus, non-authorized human intervention, tampering or other causes beyond Sponsor's reasonable control. Should the Promotion be terminated prior to the stated expiration date, Sponsor reserves the right to select a winner from among entries received before termination of the Promotion that have not been compromised, if any. Sponsor will not replace any lost or stolen prize items. No more than the stated number of prizes will be awarded.

INDEMNIFICATION AND LIMITATION OF LIABILITY

BY ENTERING THIS PROMOTION, EACH ENTRANT AGREES TO INDEMNIFY, RELEASE AND HOLD HARMLESS THE PROMOTION ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS FROM ANY LIABILITY, DAMAGES, LOSSES OR INJURY RESULTING, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, FROM ENTRANT'S PARTICIPATION IN THE PROMOTION OR THE ACCEPTANCE OR USE OF ANY PRIZE THAT MAY BE WON. EXCEPT AS OTHERWISE PROVIDED TO THE ENTRANT UPON THE AWARD OF A PRIZE, THE PROMOTION ENTITIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS OR MERCHANTABILITY OF ANY PRIZE. THE PROMOTION ENTITIES AND ALL THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES AND AGENTS DISCLAIM ANY LIABILITY FOR DAMAGE TO ANY COMPUTER SYSTEM RESULTING FROM ACCESS TO OR THE DOWNLOAD OF INFORMATION OR MATERIALS CONNECTED WITH THE PROMOTION. EACH ENTRANT AGREES TO EXECUTE ANY DOCUMENT CONTAINING THE TERMS AND CONDITIONS OF THESE OFFICIAL RULES.

GOVERNING LAW

All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of entrants and the sponsor in connection with the Promotion, shall be governed by, and construed in accordance with, the laws of the State of Connecticut, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Connecticut or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Connecticut. All federal, state and local laws apply. Entrant agrees that: (1) any and all disputes, claims, and causes of action arising out of, or connected with, this Promotion or any prizes awarded, shall be resolved individually, without resort to any form of class action, and exclusively by the appropriate federal or state courts in the State of Connecticut; (2) any and all claims, judgments and awards shall be limited to actual out-of-pocket costs, but in no event including attorneys' fees, disbursements or court costs; 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 costs.

PUBLICITY

By accepting a prize, the winner grants Sponsor and those acting under its authority permission to use his or her name, voice, statements, and likeness for advertising and publicity purposes without payment of additional consideration, except where prohibited by law.

PRIVACY/ USE OF INFORMATION:

Sweepstakes shall be used in a manner consistent with these Official Rules and with the privacy statement posted at www.NIVEAusa.com. The prize drawings and prize fulfillment in connection with the Promotion may be administered by a third party service provider, engaged by Sponsor. Personal information provided by entrants may be shared with third party service providers for purposes of the administration of the Promotion, selection of prize winners and fulfillment and verification of prize awards. By entering this Promotion, entrants consent to use of their entry information for these purposes and for all purposes set forth in these Official Rules.

INTELLECTUAL PROPERTY

The Promotion and all related web pages, content and code are protected by copyright by Beiersdorf, Inc. or a third party. Copying or unauthorized use of any copyright-protected materials, trademarks, or any other intellectual property without the express written consent of its owner is strictly prohibited.

WHO WON

To find out the names of the winners or to request a copy of these Official Rules, please send a self-addressed stamped envelope on or before September 30, 2008 to: RDA, Attention: NIVEA GBC Challenge Winners List, 100 Vandam Street, 1st Floor, New York, NY 10013.