SECOND DRAFT ONLY

ae.com

SECOND DRAFT ONLY

NO PURCHASE IS NECESSARY TO ENTER OR WIN THIS COMPETITION.

By entering the Competition, each entrant agrees to be bound by these Official Rules and Sponsor’s (as defined below) and judges’ decisions, which are final and

binding in all respects, and to waive any right to claim ambiguity in the Competition or these Official Rules.

American Eagle Outfitters Marketing Competition General Description

American Eagle Outfitters is pleased to provide the 2011 Fall Marketing Challenge. This program provides undergraduate students from select colleges and

universities in the United States with a real-world business challenge and seeks team-based, multi-disciplinary creative solutions. AE encourages out-of-the-box,

inspiring and engaging strategies and tactics based on research and creative brainstorming. The focused target customer for American Eagle is the college-age

student. AE is engaged in campus lifestyle and knows the best ideas often come from the customer. The task for the 2011 fall semester is to develop a 360°

music strategy for American Eagle.

See American Eagle Outfitters Marketing Competition Case Study (incorporated herein by reference) for complete marketing goals, objectives and other details,

available during the AE Campus Visit described below.

COMPETITION TIMELINE

August 31 – September 28, 2011 AE Campus Visit for Case Study Presentation*

October 20, 2011 Deadline for all questions to be submitted as one list to MktgCompetition@ae.com by 11:59 pm ET

October 27, 2011 Responses will be sent to Primary Contact(s) of all Teams

November 18, 2011 Marketing Plan Due to AE by 5:00 pm ET

November 21 – December 9, 2011

Marketing Plan On-Campus Presentations (exact date to be scheduled by American Eagle with

each School)

December 13, 2011 Finalist Announcement

Week of January 9, 2012 (subject to change) Finalist Presentation at AE Headquarters

*Official Team Registration is due within two (2) weeks of AE Campus Visit

ELIGIBILITY:

The Competition is open to Teams made up of between four (4) and ten (10) eligible individual members, who, at the time of entry, are each (i) a legal U.S.

resident (except residents of Puerto Rico, all U.S. territories and possessions and overseas military installations), (ii) eighteen (18) years of age or older, and (iii)

enrolled as a full- or part-time undergraduate student at one (1) of the colleges or universities invited by Sponsor to participate in the Competition. Team members

must be enrolled at the same college or university in order to participate together as one (1) Team. Students studying abroad on a valid student visa are permitted

to participate. For a list of the selected colleges or universities, send an email to MktgCompetition@ae.com. An individual may only be a member of one (1) Team;

however, any invited college or university may have more than one (1) Team. Each Team must have a faculty advisor in order to participate.

Note: While any Team may have no more than ten (10) members, a Team may utilize fellow students as outsourced consultants. This use of consultants must be

identified in the Marketing Plan. Consultants cannot be part of the Team nor be part of the On-Campus Presentation (as defined below). Only registered Team

members may present.

Teams are encouraged to use secondary sources such at the Internet, library and publications for additional information not provided in the Case Study. Teams

are also required to conduct peer research and are encouraged to solicit collaboration with other students and input from faculty. All resources must be

documented in the Marketing Plan. No Team may pay for an outside consultant, agency or other service. Failure to document all resources used to formulate the

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Marketing Plan and/or Sponsor’s determination in its sole discretion that any Team has paid for an outside consultant, agency or other service will result in

disqualification and any such Marketing Plan will be void.

Employees of American Eagle Outfitters and its respective parent companies, affiliates, subsidiaries, and related companies and agencies and its immediate

families (defined as parents, children, siblings and spouse and their respective spouses, regardless of where they reside) and those living in the household of

same, whether or not related, are not eligible to enter or win. This Competition is void where prohibited by law.

HOW TO PARTICIPATE:

REGISTRATION: Each Team must designate one (1) or two (2) Primary Contact(s) (i.e. the individual(s) who will be responsible for all communication between

Sponsor and Team) and a faculty advisor. The Primary Contact(s) of a Team must submit an Official Registration Form made available at the time of the Campus

Visit or available upon request by emailing a request to MktgCompetition@ae.com. The Registration Form should be completed at the Campus Visit or sent via

email to MktgCompetition@ae.com.

Each Team is required to select a Team name and each Team member must sign the Registration Form in order for it to be considered valid. By signing the

Registration Form, the Team is agreeing to have read and agree to the Official Rules and Guidelines of the competition. ALL REGISTRATION FORMS MUST BE

RECEIVED WITHIN TWO (2) WEEKS OF THE COMPLETION OF THE CAMPUS VISIT. Primary Contact(s) of Team will be contacted by email to confirm receipt

of the Registration Form.

Note: If a student decides to leave or to join the Team after the Team Registration Form has been submitted, the Primary Contact(s) is required to immediately

notify the Sponsor and send the revised Registration Form via email to MktgCompetition@ae.com in order for the Team’s Registration to be valid.

SUBMISSION OF MARKETING PLAN: Teams must submit their comprehensive Marketing Plan as a Microsoft PowerPoint document (no zipped files can be

received) via email to MktgCompetition@ae.com or mail their Marketing Plan on DVD, CD or USB drive to: Mandy Cramer, c/o American Eagle Outfitters, 77 Hot

Metal Street, Pittsburgh, PA 15203. If the PowerPoint document is larger than 10 MB in file size, Teams may use the free file sharing site yousendit.com to email

their Marketing Plan to MktgCompetition@ae.com. The Marketing Plan must be no longer than 30 slides; however a 31 st slide may be added to cite outsourced

consultants. Only the PowerPoint document and video file (if Marketing Plan includes video) may be submitted (no other documents with appendices and/or other

information are necessary). Video files must be submitted as a separate file. The cover page must include school name, Team name and list the names of all

Team members. Additionally, the Marketing Plan is required to include talking points in the notes section of the PowerPoint document. The Marketing Plan

document must comply with all requirements set forth herein and in the Case Study. ALL MARKETING PLANS MUST BE RECEIVED BY 5:00 pm ET on

11/18/11. An AE representative will confirm receipt of Marketing Plan submission with the Primary Contact(s) via email.

ON-CAMPUS PRESENTATION: Prior to submission of the Marketing Plan, AE will schedule the Marketing Plan On-Campus Presentation with the faculty advisor

and/or Primary Contact(s) of each Team. Once the Team’s Marketing Plan is received by AE, the Primary Contact(s) of the Team will be contacted by email to

confirm receipt of the Marketing Plan. At this same time, AE will confirm the date and time of the On-Campus Presentation to the AE judges. It is anticipated that

all On-Campus Presentations will be scheduled for November 21 – December 9, 2011, but dates are subject to change. The Team must provide all required

equipment (such as laptop or computer, projector screen, speakers, etc.) for its On-Campus Presentation and provide AE with a minimum of three (3) printed

copies of the presentation. No changes can be made to the PowerPoint presentation between submission of the Marketing Plan and the On-Campus Presentation.

Teams will be given 20 minutes to present with 10 minutes of Q&A to follow. Failure of at least one (1) Team member to attend the On-Campus Presentation will

result in Team disqualification. There is no limit to the number of registered Team members who may present during the On-Campus Presentation.

The submitted Marketing Plan and On-Campus Presentation collectively shall make up the Team’s “Entry.”

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ENTRY REQUIREMENTS:

Each Team represents and warrants that Entry is (i) Team’s own original work, (ii) has not been previously used, published or submitted in connection with any

other Competition, or otherwise, (iii) is in keeping with the Sponsor’s image and (iv) is not offensive or inappropriate, as determined by the Sponsor in its sole

discretion, nor does it defame or invade publicity rights or privacy of any person, living or deceased, or otherwise infringe upon any person’s personal or property

rights or any other third party rights. Sponsor reserves the right to disqualify any Entry that it determines, in its sole discretion, to not meet the criteria, or due to

technical, legal, clearance or other problems, or which it deems to be obscene, pornographic, demeaning or otherwise not in good taste, is offensive or

inappropriate, not in keeping with Sponsor’s image or that is otherwise not in compliance with these Official Rules.

Each Team represents and warrants that it has obtained all necessary licenses, releases and/or consents for any third-party material included in Team’s

submission.

All materials and information provided by Sponsor in connection with this Competition, and/or included in Entries submitted for this Competition, in whole and in

part, are the sole and exclusive property of Sponsor. By submitting an Entry, you agree to and shall disclaim any right, title or interest in or to such materials and

information. You are not permitted under any circumstances to use or disclose any such information. You must sign a non-disclosure agreement provided by

Sponsor to be eligible for this Competition. Your breach of that agreement will disqualify you from this Competition and may subject you, at Sponsor’s discretion, to

any and all appropriate legal action. Any materials (including without limitation, company and sales information) provided to Teams for the purpose of creating an

Entry in this Competition, or included in an Entry, cannot be used by Teams or any Team member for any purpose other than in connection with this Competition,

except with express written consent of Sponsor.

WINNER DETERMINATION:

ON-CAMPUS PRESENTATION JUDGING: Each Entry will be judged as follows (“Judging Criteria”):

Creativity and innovation (20%)

Level of comprehensive marketing strategy and tactics (15%)

Relevance to the American Eagle brand and target core consumer (15%)

Use of research (15%)

Realistic ability to execute program within budget (15%)

Presentation (20%)

All judging will be done by a panel of qualified judges made up of employees of Sponsor and results of the judging are scheduled to be announced on 12/13/11.

The three (3) eligible Teams judged to have achieved the three (3) highest scores, according to the above-specified criteria, as determined by Sponsor, shall be

declared the potential Finalists. In the case of a tie, each of the judges will declare his/her choice of Finalist. With an odd number of judges, the one (1) Entry

named as the Finalist by a majority of judges will be declared to be the Finalist. Sponsor reserves the right to choose fewer than three (3) Finalists if, in its sole

discretion, it does not receive a sufficient number of eligible and qualified Entries. Sponsor’s and Judges’ decisions are final and binding with respect to all matters

relating to this Competition.

FINALIST TEAM REQUIREMENTS: Up to five (5) members of each Finalist Team and its faculty advisor will be invited to come to Pittsburgh, PA on dates to be

determined by Sponsor (anticipated to be during the week of 1/9/12 but subject to change) to present their On-Campus Presentation to the AE judges (“Final

Presentation”).

The Finalist Team members participating in the Final Presentation and the faculty advisor will each be required to execute and return an Affidavit of

Eligibility/Release of Liability/Submission Release/Transfer of All Rights and Waiver Agreement form, and (except where prohibited by law) a Publicity Release

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form within two (2) business days of date of issuance of notification. Team members selected to participate in the Final Presentation must be of majority age or

older in their states of residence. An overnight delivery air bill will be provided to facilitate the return of all required documents. Non-compliance with these Official

Rules or failure to return all required documents within the specified deadline may result in the forfeiture of place as a Finalist and, at Sponsor’s discretion, a

runner-up may be selected.

Note: The Winning Team must agree to a background check for each member if requested by Sponsor. Sponsor expressly reserves the right to disqualify any

Team if any member has been charged with or convicted of a crime, has been or is delinquent on a court- or government-ordered payment (such as child support,

spousal support, alimony and/or tax payments), or otherwise has engaged in conduct that Sponsor deems inappropriate and unacceptable in light of Sponsor’s

guidelines.

Travel to Final Presentation: Team members and faculty advisor must be available to travel on dates designated by Sponsor or place as Finalist will be forfeited.

Sponsor will provide up to five (5) Finalist Team members and one (1) faculty advisor with round-trip (“R/T”) coach air transportation from the major US gateway

city airport closest to school, up two (2) nights (at Sponsor’s sole discretion) hotel accommodations (single standard room, double occupancy for same sex

members of the same team, excluding faculty advisor), R/T airport/hotel ground transfers in Pittsburgh and $100 each spending money. NOTE: all meals,

excursions, ground transfers, gratuities, phone and fax calls and any other expenses not specified herein as being provided are the sole responsibility of each

traveler. All travel arrangements will be made through a travel agent selected by Sponsor and on providers of Sponsor’s choice. If the Team’s college or university

is within 250 miles of Pittsburgh (as determined by Sponsor), no air travel will be provided. If traveling by car, Sponsor will reimburse mileage (at Sponsor’s

mileage reimbursement rate) for up to three (3) cars. Team members and faculty advisor must travel together on the identical itinerary and will be required to have

all necessary travel documents.

FINAL PRESENTATION JUDGING: No changes are allowed to be made to the PowerPoint presentation between the On-Campus Presentation and the Finalist

Presentation. Final Presentations must be provided in hard copy and digitally (on CD, DVD or jump drive) and be able to be loaded onto a PC or Mac. The

Marketing Plan Presentation is required to be in a Microsoft PowerPoint format, no more than 30 slides, PC- and Mac-compatible. Presentation can include

relevant music, video, animation, storyboards, and creative. Sponsor will provide computer, projector and screen. Computer will have Internet access. Finalists will

be given 20 minutes to present with up to 15 minutes of Q&A to follow. Five minutes between presentations will be provided for set up.

Each Finalist Entry will be judged on the identical set of Judging Criteria stated above by a panel of qualified judges made up of employees of Sponsor. The

Finalist Team judged to have achieved the highest score, as determined by Sponsor, shall be declared the potential “Competition Winner.” In the case of a tie,

each of the judges will declare his/her choice of Competition Winner, or the judges may elect to declare the tied teams as the “Competition Winners.” Sponsor

reserves the right to not name a Competition Winner if, in its sole discretion, it does not receive a sufficient number of eligible and qualified entries.

The Competition Winner will be announced following the three Finalist Team presentations.

PRIZE (1):

$5,000 (to be divided equally among all the team members listed on the Team registration). Prize is not transferable or substitutable by winning Team. Winning

Team members listed on Team registration will each be required to complete and return a W-9 form prior to prize being awarded. Sponsor retains the right to

substitute a prize of comparable or greater value at the sole discretion of Sponsor. All Federal, state, local or other tax liabilities, if any, are the sole responsibility

of the prize recipients.

OWNERSHIP OF ENTRIES/GRANT OF PUBLICITY RIGHTS:

By entering this Competition, Entrants (i) agree that all Entries and if applicable the Finalist Entries and any other materials submitted (whether acceptable or not,

regardless of the form they take) will be owned exclusively by Sponsor, (ii) waive all rights of droit moral and other rights of authorship in and to the material

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submitted, and (iii) grant Assignees (as defined below) the absolute and exclusive right and permission to edit, modify, publish, exploit and use the Entry and/or

Finalist Entry (as applicable), including all elements embodied therein, worldwide in perpetuity in any and all media (whether now existing or hereafter devised) and

in any manner, for trade, advertising, promotional or any other purposes without further approval, permission or consideration. Entrants also agree that Sponsor,

its affiliated and subsidiary companies, licensees, designees, successors and assigns (collectively, “Assignees”) shall have the right and permission to use their

name, city and state of residence, voice, picture or other likeness, Entry and/or Finalist Entry, in any manner or media now or hereafter known (including, without

limitation, placing entrant’s name, signature, Entry, and/or Finalist Entry information onto the Sponsor’s web site(s) or other site(s) promoting Sponsor or this

Competition) without further consideration or notification to or permission from Entrant or any third party, except where prohibited by law. Entrants hereby assign

all their right, title, and interest in and to the Entry and/or Finalist Entry and other Competition elements to Assignees, in perpetuity throughout the universe.

Sponsor reserves the right to alter, edit and/or recreate a Finalist’s and/or Competition Winner’s Entry in any way Sponsor desires. Sponsor and its designees

may, but are not obligated to, use the original Entry by a Finalist and/or Competition Winner or the final version(s) as revised by Sponsor or its designees, or a

combination or parts of either or both, in any media now or hereafter known throughout the world without any further permission required from entrant or any third

parties. Sponsor reserves the right to verify truthfulness of any statements made by any Entrant.

CONFIDENTIALITY:

Participants agree to keep confidential and not use for their own benefit or the benefit of any third party any information provided by Sponsor in the Case Study or

as part of any other materials related to this Competition including, but not limited to, sales information, marketing information and promotion plans discussed or

disclosed in the course of participating in the Competition. You must sign a non-disclosure agreement provided by Sponsor to be eligible for this Competition.

Your breach of that agreement will disqualify you from this Competition and may subject you, at Sponsor’s discretion, to any and all appropriate legal action.

GENERAL:

All materials submitted in connection with this Competition become of the property of Sponsor and will not be returned. This Competition is subject to all applicable

Federal, state and local laws and regulations. Entrants agree that Competition Entities and their respective employees, officers, directors and shareholders

(collectively, “Released Parties”) shall not be liable for personal injuries, death, damages, expenses or costs or losses of any kind resulting from participation or

inability to participate in this Competition or any portion thereof (including any travel or activity related thereto), or for acceptance of or use or inability to use a prize

or parts thereof, or any use by a Released Party of any Entry or Finalist Entry (or any portion thereof) including, without limitation, claims, suits, injuries, losses and

damages related to personal injuries, death, damage to or destruction of property, rights of publicity or privacy, defamation or portrayal in a false light (whether

intentional or unintentional), whether under a theory of contract, tort (including negligence), warranty or other theory.

Released Parties are not responsible for late, lost, stolen, garbled, unintelligible, misdirected, delayed or postage-due Entries, submissions, mail and/or email or for

errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the

Competition, including, without limitation, errors or difficulties which may occur in connection with the administration of the Competition, the processing or judging

of Entries, the announcement of the prize, the or in any Competition-related materials. Persons who tamper with or abuse any aspect of the Competition, who act

in an unsportsmanlike or disruptive manner or who are in violation of these Official Rules, as solely determined by Sponsor, will be disqualified, along with his/her

Team, and all associated Entries will be void.

Similar Entries

: Entrant acknowledges and agrees that Sponsor may obtain many Entries under this Competition and that such entries may be similar or identical

in theme, idea, format or other respects to others submitted under this Competition and/or other contests sponsored by the Sponsor or submitted for other

reasons, and Entrant waives any and all claims Entrant may have had, may have, and/or may have in the future, that any marketing campaign and/or other works

accepted, reviewed and/or used by the Sponsor may be similar to his/her Entry.

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Termination: Sponsor reserves the right, at its sole discretion, for any reason to cancel, terminate and/or modify this Competition, including, but not limited due to

virus, bugs or unauthorized intervention. In the event that termination, all eligible, non-suspect Entries received as of such termination will be judged according to

the judging criteria detailed above. If termination of this Competition occurs, announcement of such shall be made on the web site at

www.ae.com/mktgcompetition. Any attempt by an Entrant or other individual to deliberately undermine the legitimate operation of the Competition is a violation of

criminal and civil laws and should such an attempt be made, the Sponsor reserves the right to seek damages and other remedies (including attorneys’ fees) from

any such person to the fullest extent permitted by law.

For the name of the prize recipients (available after 1/27/12) or a copy of these Official Rules, send a self-addressed, stamped envelope to Mandy Cramer, 77 Hot

Metal Street, Pittsburgh, PA 15203. Official Rules are also available by sending an email request to CramerA@ae.com.

The Sponsor of this Competition is American Eagle Outfitters, Inc. (“AE”), 77 Hot Metal Street, Pittsburgh, PA 15203 (“Sponsor”).

© 2011 American Eagle Outfitters, Inc. All Rights Reserved.

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