OFFICIAL RULES -- R.E.M. - Fables Sweepstakes

1. NO PURCHASE NECESSARY. Void where prohibited. “R.E.M. - Fables Sweepstakes” (the “Sweepstakes”) is open to legal U.S. residents who are at least 18 years old by July 14, 2010. Employees of the Sponsors (as defined below) and their immediate families, their IRS dependents, and members of their same households are ineligible. Anyone who attempts to defraud or in any way tamper with the Contest will be ineligible.

2. HOW TO ENTER: Contest begins July 14, 2010 and ends August 14, 2010 at 12:00am (PST). To enter, visit the EMI Digital website at http://apps.facebook.com/fableswidget/ (the "Site"), fill in and submit your email address, and click on the "Submit” button. You will be asked to submit further information (including name, address, telephone number, email address, and birth date). Or, handwrite your name, address, telephone number, email address (optional) and birth date on a postcard and mail it to: R.E.M. - Fables Sweepstakes, EMI Music Marketing, 1750 North Vine St., Hollywood, CA 90028. All mail-in entries must be mailed separately, postmarked by August 14, 2010 and received by August 21, 2010. Lost, late, illegible and postage-due entries are not eligible. In the event of a dispute regarding who submitted an online entry, the entry will be deemed submitted by the holder of the email account. Any form of entry other than those described herein is void. Only one entry per person is permitted.

3. SELECTION AND NOTIFICATION OF WINNERS: Winner will be randomly selected in a drawing on or about July 30, 2010 from all eligible entries received. One (1) Grand Prize Winner(s). Odds of winning depend on the number of eligible entries received. Entries become the sole property of Sponsors and will not be returned. Winner(s) will be notified by phone, mail, and/or email. If a potential winner cannot be reached after two (2) days from first notification attempt, or a potential winner is found to be ineligible or does not comply with the Official Rules, the prize will be forfeited and an alternate winner may be selected by a second random drawing. Entrants agree to be bound by the Official Rules and any and all decisions of the judges, which are final and binding in all respects.

4. PRIZE(S): One (1) Grand Prize Winner(s) will receive a prize including:

One (1) copy of the 2CD Fables Of The Reconstruction

One (1) signed LP

One (1) R.E.M. Fables T-shirt

Total Approximate Retail Value of all prizes is $79.98.

5. PRIZE LIMITATIONS: All expenses not specifically included in the prize as described in these Official Rules are hereby excluded. Winner may not substitute another prize or receive a cash equivalent. The tentative dates for prize fulfillment are by December 7, 2009 and are subject to change at Sponsors sole discretion. Sponsors, at their sole discretion, may substitute a prize or cash of equal or greater value for any reason. Any depiction of prizes is for illustrative purposes only. Contest is subject to these Official Rules and all applicable federal, state and local laws. Winner(s) are solely responsible for all taxes on prizes. Sponsors are not responsible for delay in prize delivery.

6. WINNERS RELEASE FORMS: Winner(s) and guest(s) must execute, notarize and return any other documentation that Sponsors require. Except where prohibited by law, each Winner's acceptance of prize is permission for Sponsors to use each Winner's name, photo, likeness, biographical information, statements, voice, and address (city and state only) for advertising/publicity purposes worldwide and in all media, without further compensation.

7. LIMITATION OF LIABILITY: By entering the Contest, each entrant releases the Sponsors, participating stores, their advertising and promotion agencies, and any agents involved in the development, production or handling (including prize suppliers), implementation and distribution of this Contest, and their respective parent companies, affiliates, subsidiaries, service providers, officers, employees and any other person/entity associated with the Contest (collectively, the Contest Entities) from any and all liability for losses/injuries/expenses of any kind (including, without limitation, property damage, personal injury and/or death) resulting from participation in the Contest including acceptance and/or use/misuse of prize, or any typographical or other error in the printing, offering or announcement of any prize. By entering the Contest, entrant also grants Sponsors the right to use entry information for marketing purposes to the extent permitted by law, and releases Sponsors from any claims or liability relating to such use. Entrants agree that none of the Contest Entities has made or is responsible for any representation or guarantee, express or implied, in fact or in law, relative to the prizes.

8. If for any reason the Contest cannot run as planned, Sponsors reserve the right to cancel/modify/suspend the Contest and conduct the Contest from all salvageable entries received, if any. Contest Entities are not responsible/liable for multiple entries entered by other than human means or other mechanical means, or for entries that are late (including delayed data transmissions), illegible, mutilated, forged, tampered with, destroyed, incomplete, lost, misdirected, mechanically duplicated, mass machine printed, or postage-due, or entries otherwise not in compliance with Official Rules (and all such entries will be disqualified). Contest Entities are not responsible or liable for any technical malfunctions of the telephone network, computer online system, computer dating mechanism, computer equipment, software, or any combination thereof, or any damage to an entrant's or third person's computer and/or its contents. Sponsors reserve the right to modify or cancel the promotion in the event it becomes technically corrupted, and should reserve the right to proceed with off-line entries.

9. JURISDICTION: Any claims or lawsuits related to the Contest brought against any Sponsor shall be brought in the federal or state courts of the State of New York. By participating in the Contest, you agree to the jurisdiction and venue of such courts, and waive all objections to such jurisdiction and venue. The laws of the United States apply and any claims must be resolved in the United States.

10. OFFICIAL RULES AND WINNERS LIST: For Official Rules/Winners List send (by October 14, 2010) a self-addressed stamped envelope to: R.E.M. - Fables Sweepstakes, EMI Music Marketing, 1750 North Vine St., Hollywood, CA 90028. VT residents may omit return postage for Official Rules only.

11. SPONSORS:

EMI Music Marketing, 1750 North Vine St., Hollywood, CA 90028