HILTON
"UP IN THE AIR" SWEEPSTAKES
OFFICIAL RULES

NO PURCHASE OR PAYMENT NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCE OF WINNING.

Sweepstakes starts on 11/03/09 at 12:00 a.m. E.S.T. and ends on 01/11/10 at 11:59 p.m. E.S.T. (“Promotion Period”).

TO ENTER: There are two (2) ways to enter: 1) Book any stay at a Hilton hotel on www.Hilton.com (the "Website") any time during the Promotion Period and you will receive one entry into the Sweepstakes (a "Book Entry"), 2) You may enter without a stay by sending your hand-printed name, address and phone number on 3” x 5” paper to Hilton “Up In The Air” Sweepstakes Alternate Entry, P.O. Box 8600, Westport, CT 06888 (a "Mail-In Entry"). All Mail-in Entries must be postmarked by 01/11/10 and received by 01/18/10. Limit one (1) entry per person/e-mail address during each week of the Promotion Period regardless of the method of entry, for a total of ten (10) entries per person/email address during the Promotion Period, regardless of the method of entry. For purposes of this Sweepstakes and these Official Rules, the term “week” is understood to mean Tuesday – Monday. Multiple entries will be disqualified.

The Promotion Period is divided into ten (10) weekly drawing periods (each, a “Weekly Drawing Period”), with the first Weekly Drawing Period beginning at the start of the Promotion Period and ending on November 9, 2009 at 11:59 p.m. E.S.T., the second Weekly Drawing Period beginning on November 10, 2009 at 12:00 a.m. E.S.T. and ending on November 16, 2009 at 11:59 p.m. E.S.T., the third Weekly Drawing Period beginning on November 17, 2009 at 12:00 a.m. E.S.T. and ending on November 23, 2009 at 11:59 p.m. E.S.T., and the fourth Weekly Drawing Period beginning on November 24, 2009 at 12:00 a.m. E.S.T. and ending on November 30, 2009 at 11:59 p.m. E.S.T., and the fifth Weekly Drawing Period beginning on December 1, 2009 at 12:00 a.m. E.S.T. and ending on December 7, 2009 at 11;59 p.m. E.S.T., and the sixth Weekly Drawing Period beginning on December 8, 2009 at 12:00 a.m. E.S.T. and ending on December 14, 2009 at 11:59 p.m. E.S.T., and the seventh Weekly Drawing Period beginning on December 15, 2009 at 12:00 a.m. E.S.T. and ending on December 21, 2009 at 11:59 p.m. E.S.T., and the eighth Weekly Drawing Period beginning on December 22, 2009 at 12:00 a.m. E.S.T. and ending on December 28, 2009 at 11:59 a.m. E.S.T. and the ninth Weekly Drawing Period beginning on December 29, 2009 at 12:00 a.m. E.S.T. and ending on January 4, 2010 at 11:59 p.m. E.S.T., and the tenth Weekly Drawing Period beginning on January 5, 2010 at 12:00 a.m. E.S.T. and ending at the end of the Promotion Period. At the end of each Weekly Drawing Period, a random drawing (each a "Weekly Drawing") will be conducted from among all eligible entries received during that Weekly Drawing Period to select one (1) prize winner as more fully set forth below. Book Entries must be booked during the applicable Weekly Drawing Period to be eligible for the applicable Weekly Drawing and Mail-in Entries must be postmarked during the applicable Weekly Drawing Period and received 5 days after the end of the week to be eligible for the applicable Weekly Drawing. Weekly entries will not be carried over into subsequent weeks. In addition, there will be one (1) Grand Prize random drawing (the "Grand Prize Drawing") among all eligible entries received during the entire Promotion Period. Each entry into a Weekly Drawing constitutes one entry in the applicable Weekly Drawing and one entry in the Grand Prize Drawing. There is no limit on the number of prizes one entrant can win. Sweepstakes Administrator’s server(s) shall be the official time stamp for determining the timing of the Book Entries for purposes of the Sweepstakes.

ELIGIBILITY: Open only to legal residents of United States (including the District of Columbia) and Canada (excluding the Province of Quebec) who are of majority age at the time of entry. Sweepstakes is void in the Province of Quebec and where prohibited or restricted by law. Officers, directors and employees of Hilton Hotels Corporation ("Sponsor"), Paramount Pictures Corporation ("Paramount"), American Airlines, Inc., and each of their respective parent, related and affiliated companies and participating advertising and promotional agencies, representatives and entities involved in the implementation and production of the Sweepstakes (all such individuals and entities referred to as the "Promotion Entities") and each of their immediate families (spouses and parents, siblings, children and spouses) and persons who reside in the same household are not eligible. Paramount is not responsible for the collection, submission or processing of entries, the administration of the Sweepstakes or the selection of winners.

PRIZES:

Weekly Drawing Period Weekly Prize Description ARV
11/03/09 at 12:00am EST 11/09/09 at 11:59pm EST A 3-day/2-night trip for winner and guest to Los Angeles, CA for the premier of the movie “Up In The Air”. Trip includes round trip coach air travel to and from major airport closest to winner’s residence and Los Angeles; two (2) nights hotel accommodations at The Beverly Hilton (one room/double occupancy); two tickets to the movie premier; and ground transfers in Los Angeles to/from hotel, airport and premiere. Actual value may differ depending on point of departure. $3,500
11/10/09 at 12:00 am EST 11/16/09 at 11:59pm EST A private screening ("Screening") of “Up In The Air” for the winner and up to 199 people. As part of this prize, Sponsor will provide winner $1,000 which may be used by the winner to pay his or her income taxes (or a portion of his or her income taxes) incurred when accepting this prize. Should the winner’s income taxes be higher than $1,000, Sponsor is not responsible for the difference between the actual income taxes incurred and this $1,000. $3,400
11/17/09 at 12:00 am EST 11/23/09 at 11:59pm EST
  • 150,000 HHonors bonus points*
  • Gold VIP status (1 year)
$1,500
11/24/09 at 12:00am EST 11/30/09 at 11:59pm EST A 4-day/3-night trip for winner and guest to St. Louis, Missouri. Trip includes four one-way 12,500 MileSAAver® awards, provided by American Airlines, which the winner may use for round trip coach air travel to and from closest major airport that American services to winner’s residence and St. Louis; three (3) nights hotel accommodations in the Presidential Suite at the Hilton St. Louis at the Ballpark (one room/double occupancy); $150 gift certificate for Sub Zero Vodka Bar; a one-hour tour for two of the two hotels and city locations where scenes from “Up in the Air” were filmed; 1 copy of the book, “Up in the Air from Walter Kirn”; two hats similar to those worn by the “Up in the Air” cast and director; and two Hilton St. Louis at the Ballpark bathrobes; and ground transfers in St. Louis to/from hotel and airport. Actual value may differ depending on point of departure. The following blackout dates apply in the year 2010: 2/13, 3/5, 3/6, 3/26, 3/27, 5/21, 5/22, 7/2, 7/3, 7/16, 7/17, 8/13, 8/14, 9/13, 9/14, 9/15 and 9/16. See the section on AAdvantage® Miles Terms for further details regarding AAdvantage® miles. $3,500
12/01/09 at 12:00am EST 12/07/09 at 11:59pm EST
  • 1 Serenity Mattress & 1 Box Spring (King Size)
  • 2 Serenity Pillows (King size)
  • 1 Down Comforter (King size)
  • Duvet Cover (King size)
  • Sheet Set (King size)
All of the above items come in the color white.
$2,500
12/08/09 at 12:00am EST 12/14/09 at 11:59pm EST
  • 200,000 HHonors bonus points*
  • Gold VIP status (1 year)
$2,000
12/15/09 at 12:00am EST 12/21/09 at 11:59pm EST A 7-day/6-night trip for two people to Oahu, Hawaii. Trip includes round trip coach air travel from major airport closest to winner’s residence and Island of Oahu and the Big Island; three (3) nights hotel accommodations at the Hilton Waikoloa Village (one room/double occupancy); two tickets to the Dolphin Quest Encounter; three (3) nights hotel accommodations at the Hilton Hawaiian Village; two tickets to the Waikiki Starlight Luau; and ground transfers to/from hotels and airports in Oahu and the Big Island. Actual value may differ depending on point of departure. $3,500
12/22/09 at 12:00am EST 12/28/09 at 11:59pm EST
  • Travelpro® luggage set of the WalkAbout® Lite 3 Collection
  • Hilton Bath Robe
  • Autographed “Up In The Air” movie poster
  • Items from the “Up In The Air” movie set:
    • 1 Ice Bucket
    • 2 Glasses
    • 1 Tray
    • 1 Coffee Maker
    • 1 Alarm Clock
    • 1 Waste basket
    • Slippers
$1,350
12/29/09 at 12:00am EST 01/04/09 at 11:59pm EST
  • 250,000 HHonors bonus points*
  • Gold VIP status (1 year)
$2,500
01/05/09 at 12:00 am EST 01/11/09 at 11:59pm EST A 4-day/3-night trip for two people to Orlando, FL . Trip includes four one-way 12,500 MileSAAver® awards, provided by American Airlines, which the winner may use for round trip coach air travel from major airport that American services closest to winner’s residence and Orlando; three (3) nights hotel accommodations at The Hilton Orlando Bonnet Creek (one room/double occupancy); a dinner for two at La Luce up to $150; and ground transfers to/from hotel and airport in Orlando. Actual value may differ depending on point of departure. See the section on AAdvantage® Miles Terms for further details regarding AAdvantage® miles. $2,500

* You must be a Hilton HHonors member to accept prize. Membership is free at www.hiltonhhonors.com/join. Hilton HHonors membership, earning of Points & Milesâ, and redemption of points is subject to HHonors Terms and Conditions.

The total approximate retail value of all prizes is $41,250. All prizes are valued in U.S. Dollars. In order for Canadian entrants to win, the selected entrant must correctly answer a time-limited mathematical skill-testing question to be administered by telephone or email. Any expenses not specifically mentioned herein are the sole responsibility of the winners. Grand Prize and Weekly trip Winners and travel companions are responsible for the full cost of transportation to and from the closest departure city (as determined by Sponsor) and their place of residence. Winners are responsible for any and all applicable fees, service charges, surcharges or passenger facility charges, all insurance, federal, state, provincial, local and foreign taxes, if any, gratuities, meals, incidental charges and any other unspecified expenses associated with acceptance or use of the Prize. Embargo dates and other restrictions may apply and are subject to change. Prizes are provided “as is” and without any warranty of any kind. Prizes are non-transferable. No cash redemption or prize substitution allowed by winner, except Sponsor reserves the right to substitute prize (or portion thereof) of equal or greater value if advertised prize (or portion thereof) becomes unavailable, provided no such substitute prize shall be from American Airlines without its prior written consent. The Grand Prize trip and Weekly prize trips (except for the Weekly prize trip which includes the premiere) must be booked 90 days in advance and must be completed by 12/31/10. Sponsor is not responsible for any weather or airline issues that prevent trip winner and travel companion from traveling, in which event any missed portion of the prize is forfeited in its entirety and no substitution will be provided. Winner and travel companion must travel on the same itinerary. Travel arrangements will be made by Sponsor whose decisions regarding the itinerary are final. Hotel accommodations for trip winners subject to availability. Selection of airline and airport within sole discretion of Sponsor. Certain restrictions will apply. The Grand Prize and Weekly winners will be required to execute an Affidavit of Eligibility and Liability Release and, except where prohibited, a Publicity Release. Refusal to execute the Affidavit and Releases or failure to return the signed Affidavit and Releases within five (5) days after delivery will cause the prize to be forfeited and may be awarded to a randomly selected alternate winner from an alternate drawing. Travel companions of trip winners must sign and return a Liability Release within the same five (5) days. A minor travel companion must be accompanied on the trip with his/her parent/legal guardian. Parent/legal guardian of minor travel companion must sign and return a Liability Release on behalf of him/herself and his/her child within the same five (5) days. Sponsor reserves the right to provide ground transportation in lieu of air transportation for trip. Trip winners and travel companions must have valid travel documents (e.g., government issued I.D.,passport, etc.) prior to departure, and failure to do so may result in forfeiture of prize. Promotion Entities are not liable for any expenses incurred as a consequence of flight cancellation or delay. Winner and his/her travel companion are solely responsible for satisfying all legally required conditions of travel. VIP tier, when offered as a prize, will begin upon Sponsor’s verification of winner. If winner of a VIP tier is already an HHonors member in that tier, Sponsor is not responsible for any substitution of that portion of the prize.

FIRST WEEKLY PRIZE WITH PREMIERE: A specific date for the Up in the Air Motion Picture Premiere, if any, has yet to be determined. Paramount will choose the date and location of the premiere in its sole discretion. If the prize winner is unable to participate in the prize trip during the dates set forth by Paramount, the prize will be forfeited in its entirety. Nothing set forth herein shall be construed to require Paramount to hold a premiere of Up in the Air at any particular time, or at all. In the event that the Up in the Air Motion Picture Premiere listed in the prize description does not or cannot take place as scheduled or at all, for reasons included but not limited to scheduling conflicts, cancellations, postponement, an event of “Force Majeure Event” (defined below) , or for any other reason, then in lieu of attending the premiere, the prize winner will receive the remaining components, if any, of the prize, which shall constitute full satisfaction of Sponsor’s prize obligation to the prize winner, and no other or additional compensation will be awarded. For purposes of this Section, a Force Majeure Event shall be defined as a delay or failure caused by acts of God, war, terrorism or threats of terrorism, natural disaster, strike, lockout, labor dispute, work stoppage, fire, third-party criminal act, quarantine restriction, act of government, or other events outside of the reasonable control of a Party (a “Force Majeure Event”). In the event that Sponsor is unable to find a flight for the winner and guest to attend the movie premiere, then in lieu of attending the premiere, the prize winner will receive the remaining components of the prize which shall constitute full satisfaction of Sponsor’s prize obligation to the winner and no other compensation will be awarded. If Sponsor is unable to find a flight for the date of the movie premiere, remaining portion of the trip must be booked 90 days in advance and must be completed by 12/31/10.

WEEKLY PRIZE WITH SCREENING: Screening must take place on date selected by Sponsor and/or Paramount. Location of screening within Sponsor’s discretion. If (i) the prize winner cannot attend the Screening on the date and at the time selected by Sponsor and/or Paramount, (ii) the prize winner’s residence is not within thirty (30) miles of an appropriate location for the Screening, or (iii) the prize winner is unwilling, for any reason, to receive the prize as described in accordance with these Official Rules, the prize may be forfeited in its entirety. If the prize winner is not able to attend the Screening on the scheduled date, he or she can decline the prize or accept the prize and still invite up to two hundred (200) guests to attend. Any and all elements of the Screening will be selected and furnished by (and in the sole discretion of) Sponsor and/or Paramount. All expenses not specified herein (including, without limitation, beverages and refreshments at the Screening, the cost of transportation for the prize winner and his or her guests to the Screening or additional refreshments at the Screening) are the sole responsibility of the prize winner and his/ or her guest(s). "Up in the Air" is rated R. The prize winner’s guest(s) must be age appropriate for the film. In the event the prize winner or any of his or her guests engage during the Screening in behavior that (as determined by Sponsor and/or Paramount in their sole discretion) is obnoxious or threatening, illegal or that is intended to annoy, abuse, threaten or harass any other person, Sponsor and/or Paramount reserve the right to terminate the Screening early, and send the prize winner and/or his or her guest(s) home with no further compensation.

DRAWINGS AND PRIZE NOTIFICATION: The Grand Prize Drawing will take place on or about January 25, 2010 by Promotion Management Corp., an independent judging organization, from among all eligible entries received during the Promotion Period.

Each Weekly Drawing will be conducted from all eligible entries received during the applicable Weekly Drawing Period, on or about the dates set forth below.

Weekly Drawing Period (Tuesday – Monday)Approximate Drawing Date
11/03/09 – 11/09/0911/16/09
11/10/09 – 11/16/0911/23/09
11/17/09 – 11/23/0911/30/09
11/24/09 – 11/30/0912/07/09
12/01/09 – 12/07/0912/14/09
12/08/09 – 12/14/0912/21/09
12/15/09 – 12/21/0912/28/09
12/22/09 – 12/28/0901/04/10
12/29/09 – 01/04/1001/11/10
01/05/10 – 01/11/1001/18/10

All potential winners will be randomly selected by Promotion Management Corp., an independent judging organization, from all eligible entries received during the corresponding Weekly Drawing Period. Weekly entries will not be carried over into subsequent prize drawings. Odds of winning depend on the number of eligible entries received for each drawing. The potential winners will be notified by postal mail after each drawing. If a potential winner cannot be contacted for any reason within five (5) days after the first attempt, potential winner forfeits prize and Sponsor may award the prize to an alternate winner by random drawing from among all remaining eligible entries for that drawing. If winner cannot accept prize as stated for any reason, prize may be forfeited and at Sponsor’s discretion, an alternate winner may be selected in another random drawing. If winner fails to comply with any Sweepstakes requirement including these Official Rules, Sponsor reserves the right to randomly select an alternate winner.

GENERAL: All federal, state, provincial, and local laws apply. By entering the Sweepstakes, each entrant agrees to these Official Rules and decisions of the Sponsor, which are final and binding in all matters relating to this Sweepstakes. Entrants agree that (A) the Promotion Entities shall not be responsible or liable for, and are hereby released from, any and all costs, injuries, losses or damages of any kind, including, without limitation, death and bodily injury, due in whole or in part, directly or indirectly, to participation in the Sweepstakes or any Sweepstakes-related activity, or from entrants’ acceptance, receipt, possession and/or use or misuse of any prize, (B) the Promotion Entities have not made any warranty, representation or guarantee express or implied, in fact or in law, with respect to any prize, including, without limitation, to such prize’s quality or fitness for a particular purpose and (C) that the Sponsor may use entrant's name, voice, photo, image and/or likeness for advertising, publicity and other purposes worldwide, without permission or compensation except where prohibited by law. The Promotion Entities are not responsible for any incorrect or inaccurate entry information, whether caused by Web site users or by any of the equipment or programming associated with or utilized in the Sweepstakes, and the Promotion Entities assume no responsibility for any error, omission, interruption, deletion, defect, or delay in operation or transmission at any Web site related to the Sweepstakes, or for communications line failure, or for theft or destruction, tampering, or unauthorized access to entries and/or entry information; or for printing, human, typographical or other errors in any Sweepstakes material or the administration of this Sweepstakes; or for any computer, software, Internet Web site or electronic defect, error or failure regardless of reason. Sponsor reserves the right, at its sole discretion, to disqualify any individual it finds to be tampering with the operation of the Sweepstakes or any Web site related to the Sweepstakes; to be acting in violation of the Official Rules; or to be acting in a disruptive manner, or with intent to annoy, abuse, threaten or harass any other person. Any attempt by any participant to obtain more than the stated number of entries by using multiple/different identities, or any other methods will void that participant’s entry and that participant may be disqualified. Use of any automated system to participate is prohibited and will result in disqualification. If, for any reason, the Sweepstakes cannot be completed as planned by infection of computer viruses, bugs, tampering, unauthorized intervention, fraud, technical failure or other failures that in Sponsor's sole opinion corrupt or affect the administration, security, fairness, integrity or proper conduct of the Sweepstakes, Sponsor may, in its sole discretion, cancel, modify or suspend this Sweepstakes by posting a notice at www.Hilton.com/upintheair and award prizes from among all eligible, non-suspect entries received prior to such action. No correspondence/phone calls/other inquiries will be entered into, nor will be acknowledged/returned.

AADVANTAGE® MILES TERMS. AAdvantage® miles are credited to the AAdvantage® account of each winner who won AAdvantage® miles hereunder. Each person who has won AAdvantage® miles must provide a valid AAdvantage® membership number in order to receive the mileage credit. If the winners of AAdvantage® miles are not AAdvantage® members, they can register at no cost online at www.aa.com/aadvantage or by calling the AAdvantage® membership desk at 1-800-882-8880. The credited miles may thereafter be redeemed in any manner consistent with the AAdvantage® program, which can be found at www.aa.com/aadvantage when you click on Program Details and then click on Terms and Conditions. Credited miles are subject to change at any time without notice. American Airlines reserves the right to change the AAdvantage® program rules, regulations, travel awards and offers at any time without notice and to end the AAdvantage® program upon six (6) months notice. Travel using AAdvantage® miles is subject to governmental regulation, availability, capacity controls, embargo dates and certain other restrictions, all of which are subject to change at the sole discretion of American Airlines. Each winner of AAdvantage® miles is responsible for any applicable fees, service charges, surcharges or passenger facility charges and all insurance and for all federal, state, local and foreign taxes, if any, and for gratuities, meals, incidentals and any other unspecified expenses associated with acceptance or use of the AAdvantage® miles. American Airlines is not responsible for products or services offered by other participating companies. For complete AAdvantage® program details, visit www.aa.com/aadvantage. Promotion Entities are not liable for any expense incurred as a consequence of a flight cancellation or flight delay.

AADVANTAGE® MILE VOUCHER TERMS. AAdvantage® miles will be sent to each winner whose prize includes AAdvantage® miles in the form of a voucher. Vouchers are not redeemable for cash. Vouchers may not be transferred, purchased, sold or bartered. Only original vouchers will be honored. Vouchers are void if reproduced, altered, counterfeited, obtained or used improperly. Lost, stolen, damaged or destroyed vouchers will not be replaced by American Airlines. Determination of income tax liability on mileage vouchers and AAdvantage® travel awards is the responsibility of the holder. The holder of this voucher has only the limited right to surrender same to American Airlines in accordance with rules and conditions stated herein for crediting of mileage at American Airlines subject to all AAdvantage® program terms and conditions. Voucher must be deposited online at www.depositAAmiles.com into the AAdvantage® account of each Winner, who must provide a valid AAdvantage® account number in order to receive the mileage credit

WINNERS’ LIST: For any legally required list of the names of the Grand Prize and Weekly winners, mail a self-addressed, stamped envelope, to be received before 01/26/10, to: Hilton “Up In The Air” Sweepstakes Winners’ List, P.O. Box 8500 Westport, CT 06888. VT residents may omit return postage.

GOVERNING LAW: All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules or the rights and obligations of participants or Sponsor in connection with the Sweepstakes shall be governed by and construed in accordance with the internal laws of the state of New York, without giving effect to any choice of law or conflict of law rules or provisions that would cause the application of any other state laws. Claims may not be resolved through any form of class action. Venue for all suits will be in federal or state courts located in New York, New York.

SEVERABILITY: If any provision(s) of these Official Rules are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect.

SPONSOR: Hilton Hotels Corporation 7930 Jones Branch Drive McLean, VA 22102.

AAdvantage® miles are provided by the American Airlines AAdvantage® program. AAdvantage is a registered trademark of American Airlines, Inc.

Motion Picture Artwork™ and © 2009 Paramount Pictures Corporation. All Rights Reserved.

©2009 Hilton Worldwide.