1. HOW IT WORKS: Weight Watchers invites all eligible Weight Watchers meetings members and Weight Watchers Online subscribers to submit an original essay (“Essay Category”) OR an original video (“Video Category”) that tells their “inspiring weight-loss success story.” (See Rule #7 for eligibility requirements and see Rule #2 for entry requirements.) Eligible entries will be judged to determine 17 Essay Category Finalists and 17 Video Category Finalists. At the end of the contest, Finalist entries will be judged to determine 3 Essay Category Grand Prize Winners and 3 Video Category Grand Prize Winners.

2. HOW TO ENTER: Obtain an Official Entry Form at any participating Weight Watchers meeting location, while supplies last, or, beginning 12:01 AM (ET) on 5/3/2009 through 11:59:59 PM (ET) on 6/21/2009, visit www.weightwatchers.com, to print an Official Entry Form. If you wish to enter the Essay Category, on a separate plain piece of 8.5” x 11” paper, type or handprint ONLY, your original 400-word (or fewer) “inspiring weight-loss success story,” as well as your complete name and address (not included in the word count), OR, if you wish to enter the Video Category, create an original two (2) minute (maximum) video that tells your “inspiring weight-loss success story” in DVD format (be sure to label your DVD with your complete name and address). To enter, you must send the items listed below, to: Weight Watchers “Inspiring Stories of Change” Contest, P.O. Box 5755, Blair, NE 68009-5755, to be received by 7/6/2009, when the contest ends: • your completed Official Entry Form; • your original essay OR your original video in DVD format; • a “before” photograph (before weight loss) and an “after” photograph (after you lost weight), that have been taped onto a separate 8.5” x 11” sheet of paper labeled with your name, address and phone number; • If you are a Weight Watchers meetings member: a copy of the three key pages from the Weight Record section of your Pocket Guide verifying your start date and weight, your goal date and weight, and your current weight; OR, if you are a Weight Watchers Online subscriber: a copy of your entire Weight Tracker in chart form, showing every entry with the date, from your first weight tracking day to your most current one. IMPORTANT: If you are a Weight Watchers meetings member: on the lower left-hand corner of your outer mailing envelope, print the name of your Territory Manager (ask your meeting Leader for this information). If you are a Weight Watchers Online subscriber: on the lower left-hand corner of your outer mailing envelope, print the words “Weight Watchers Online Subscriber.” No mechanically reproduced entries accepted. No correspondence will be acknowledged or entered into. Sponsor is not responsible for lost, late, mutilated, incomplete, illegible, postage due or misdirected mail. Limit one entry per mailing envelope. All photographs submitted must be unframed, un-mounted and must be no smaller than 4” x 6” and no larger than 8” x 10”. Photos will not be judged. Slides or transparencies are not eligible. All Video Category entries must be a maximum of two (2) minutes long. If a Video Category entry is longer than two (2) minutes, only the first two (2) minutes will be judged. Videos must be in DVD format and must play in a standard DVD Player. Inaudible or unplayable entries are void. Entrant should be the sole subject of video submission, and in the event the video contains any third parties, Entrant must receive prior written permission/release from such third party. Entrant must also receive prior written permission from the photographer/videographer of their photos/video if the photos/video were taken/recorded by someone other than the entrant him/herself. Entrant must make copies of any such written permission available upon request from Sponsor. Limit one entry per person, per Essay Category and per Video Category. All entries must be in English.

3. JUDGING: All entries will be judged by a panel of Weight Watchers representatives to determine one Essay Category Finalist from each of the 16 Weight Watchers meetings districts and one from Weight Watchers Online subscribers (total of 17 Essay Finalists) AND one Video Category Finalist from each of the 16 Weight Watchers meetings districts and one from Weight Watchers Online subscribers (total of 17 Video Finalists). Finalists will be notified by mail and/or telephone.

4. FINAL JUDGING: Judging to determine 2 Essay Category Grand Prize Winners (one from the Eastern Weight Watchers meetings region; one from the Western Weight Watchers meetings region) AND 2 Video Category Grand Prize Winners (one from the Eastern Weight Watchers meetings region; one from the Western Weight Watchers meetings region) will be accomplished by a panel of Sponsor representatives. The Weight Watchers Online Subscriber Essay Finalist and the Weight Watchers Online Subscriber Video Finalists will also be deemed Grand Prize winners. Grand Prize Winners will be notified by mail and/or telephone.

5. JUDGING CRITERIA: Judging for Essay Category entries (for all judging phases) will be based on the following criteria: Inspiration as expressed in essay – 60%; Originality & Creativity of essay – 20% and Clarity of essay – 20%. In the event of a tie, tiebreaker will be based on the highest score for Inspiration as expressed in essay. Judging for Video Category entries (for all judging phases) will be based on the following criteria: Inspiration as expressed in video – 50%; Originality & Creativity of video – 20% and Communication Ability – 30%. In the event of a tie, tiebreaker will be based on the highest score for Inspiration as expressed in video.

6. PRIZES & APPROXIMATE RETAIL VALUES: (6) Grand Prizes (3 Essay Category Grand Prizes and 3 Video Category Grand Prizes): A 4-day/3-night trip for two to New York City in September of 2009, including round-trip coach air transportation from major airport nearest winner’s home, hotel accommodations (double occupancy), ground transportation between hotel/airport in NYC. Prize also includes $500 for Grand Prize winner (awarded in the form of a check) to be used toward a shopping spree, a New York City dinner for 2, the opportunity for winner to be featured in a story on WeightWatchers.com and act as a 2009 Weight Watchers honorary spokesmember in national and local media (story feature and honorary spokesmember media are at Sponsor’s discretion and no compensation will be provided). PLUS, Grand Prize winners will also have the choice of one of the following 3 “Lifestyle Makeover Prize Packages” which will be featured in Weight Watchers Magazine: 1) Fitness Makeover – includes a 3-hour consultation with a personal trainer for winner at a NYC gym and various fitness-related merchandise; OR, 2) Cooking Makeover – includes a half-day private cooking lesson for winner at a NYC culinary institute and various cooking related merchandise; OR, 3) Beauty Makeover – includes a haircut, hair coloring, make-up application for winner at a NYC salon and various beauty-related merchandise (ARV will vary depending on “Lifestyle Makeover Prize Package” selected and value of trip will vary depending on winner’s point of departure/return, ranging between $3,975 and $4,250 per prize; there is no retail value associated with story feature or being an honorary spokesmember). Grand Prize Winners who live within a 200-mile radius of destination will receive ground transportation in lieu of the air transportation; (34) Finalist Prizes (17 Essay Finalists and 17 Video Finalists): A $300 Macy’s Gift Card. Gift cards and certificates are subject to terms and conditions set forth by card program administrator. Limit one Finalist Prize per person/household. All prizes consist of only the items specifically listed as part of the prize.

7. GENERAL RULES: Open only to legal residents of the 50 United States and the District of Columbia who, as of 4/19/2009, are 18 years of age or older and are Weight Watchers meetings memberswho joined and/or attend meetings at a participating company-owned Weight Watchers meeting location (please visit www.weightwatchers.com/inspiringstories for a list of participating locations) or are Weight Watchers Online subscribers. Void where prohibited. Employees of Weight Watchers International, Inc., its respective parents, affiliates, subsidiaries, advertising, promotion and internet agencies and their immediate family members and/or those living in the same household of each are not eligible. Entrants understand and agree to abide by all Weight Watchers policies and regulations, including those related to a safe-rate of weight-loss (not more than an average of 2 pounds per week) and that failure to abide by such policies may result in disqualification, at Sponsor’s sole discretion. If an entrant has lost more than an average of 2 pounds per week, he/she must obtain a doctor’s note indicating that the amount and rate of weight loss is medically acceptable, per Weight Watchers Program guidelines, and must submit a copy of the doctor’s note with their entry. Participation constitutes full and unconditional agreement to these Official Rules and Sponsor’s and judges’ decisions, which are final and binding in all matters. All materials submitted become the sole property of the Sponsor and none will be returned. Entrants understand and agree that all rights in materials submitted to Sponsor, including without limitation the copyrights, right to print, publish, distribute, sell, advertise, and promote, are granted and or assigned to Sponsor. No substitution or transfer of prize by Winner permitted. Sponsor reserves the right to substitute prizes of equal or greater value at Sponsor’s sole discretion. All federal, state and local income taxes, gratuities, incidental expenses, meals, telephone calls, fees or charges for changing dates, transportation and other costs and expenses relating to the use or acceptance of prizes not expressly listed are the sole responsibility of Winner. Travel insurance is not included. All federal, state and local laws and regulations apply. Potential Finalists (or parent/legal guardian if potential winner is deemed a minor in his/her state of residence) must sign and return an Affidavit of Eligibility/Release of Liability/Publicity Release/Prize Acceptance Form within 5 days of attempted notification certifying that entry submission is entrant’s own original work, has not been previously distributed or promoted, has not won a previous prize or award and that he/she has followed the Official Rules of the Contest. Noncompliance within this time period or return of any prize/prize notification as undeliverable will result in disqualification and an alternate will be selected. If trip winner is deemed a minor in his/her state of residence, prize will be awarded in the name of a parent or legal guardian who must accompany minor on trip, becoming the travel companion. If Winner’s guest is deemed a minor in their state of residence, the Winner must be the guest’s parent/legal guardian. All travelers (or parent/legal guardian if traveler is a minor) must execute a Release of Liability prior to ticketing and must possess required travel documents (e.g. valid photo I.D.) prior to departure. All travelers must agree to travel on dates specified by Sponsor; dates of departure and return are subject to change and are at Sponsor’s sole discretion. Submissions must not display any commercial/corporate advertising (including but not limited to corporate logos, brand names, slogans, political, personal and religious statements) as determined by Sponsor, in its sole discretion. Submissions may not contain profanities or obscenities and may not in any way disparage persons or organizations associated with Sponsor. Sponsor/judges reserve the right in their sole discretion to disqualify any entry that, in their sole opinion, refers, depicts or in any way reflects negatively upon the Sponsor, the Contest or any other person or entity, or does not comply with these requirements or these Official Rules. Submissions must be original and not have been previously published. Submissions must be suitable for presentation in a public forum, in sole determination of judges and/or Sponsor. Sponsor reserves the right to: (a) use entrant’s name and likeness and publish all materials submitted, (b) alter, amend, edit or change materials prior to publication (c) use, publish, reproduce, alter, amend and copyright materials for purposes of advertising and trade without further compensation, unless prohibited by law, and (d) to modify, adapt or reproduce all materials in full, or to crop all materials for reproduction. If an insufficient number of eligible entries are received from any district or from Weight Watchers Online subscribers, the Finalist prize for that district or Weight Watchers Online subscriber will not be awarded. By accepting prize, Winner (or parent/legal guardian if Winner is a minor in his/her state of residence) agrees to hold Sponsor, its respective directors, officers, employees and assigns, harmless against any and all claims and liability arising out of use of prize. Winners (or parent/legal guardian if Winner is a minor in his/her state of residence) assume all liability for any injury or damage caused, or claimed to be caused, by participation in this promotion or use or redemption of any prize. Acceptance of prize constitutes permission to the Sponsor and its agencies to use Winner’s name and/or likeness for purposes of advertising, trade and editorial (print and broadcast media) without further compensation, unless prohibited by law. By participating in this Contest, entrants (or parent/legal guardian if entrant is a minor in his/her state of residence) agree to be bound by the Official Rules and the decisions of the judges, which are final. Sponsor, affiliates, subsidiaries and agencies are not responsible for any typographical or other error in the printing, the offering or announcement of any prize or in the administration of the promotion. In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any promotional materials and the terms and conditions of the Official Rules, the Official Rules shall prevail, govern and control. In no event will more than the stated number of prizes be awarded.

8. WINNERS: For the names of Finalists and Grand Prize Winners, visit www.weightwatchers.com/inspiringstories, beginning 12/30/2009 through 1/30/2010, or send a self-addressed, stamped envelope to: Weight Watchers 2009 Inspiring Stories of Change Contest Winners, Weight Watchers International, Inc., 11 Madison Avenue, 17th Floor, New York, NY 10010, to be received by 7/6/2009. SPONSOR: Weight Watchers International, Inc, 11 Madison Avenue, 17th Floor, New York, NY 10010.ONLINE NOTICE: ANY ATTEMPT BY AN INDIVIDUAL TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS PROMOTION IS A VIOLATION OF CRIMINAL AND CIVIL LAWS, AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH INDIVIDUAL TO THE FULLEST EXTENT PERMITTED BY LAW. Not responsible for faulty, incorrect or mistranscribed phone/e-mail transmissions, incorrect announcements of any kind, technical hardware or software failures of any kind including any injury or damage to any person’s computer related to or resulting from participating in or experiencing any materials in connection with the promotion, lost or unavailable network connections, or failed, incomplete, garbled or delayed computer transmission that may limit a user’s ability to participate in the promotion. ©2009 Weight Watchers International, Inc. All rights reserved. WEIGHT WATCHERS is the registered trademark of Weight Watchers International, Inc. Printed in U.S.A.