Official Rules

1. NOTE WELL:

A. The contest prize includes an opportunity to attend and be photographed at a Photo Shoot (defined below) in a city that may not be your place of residence and which will require travel and accompanying by a parent, legal guardian or a person 21 years or older designated by your parent or legal guardian. If you do not wish to participate in the Photo Shoot or travel, please do not enter the Aéropostale Real Teens 2010 Contest ("Contest").

B. As a condition to be a finalist in the Contest, you will be required to grant to Aéropostale, Inc. ("Sponsor") and its designees the right to use and display your name, entry photographs, image, likeness and biographical information in connection with the promotion of the Contest and in other Sponsor promotions, advertising and activities. Please read the entry requirements below for details. If you are under the age of 18 or under the age of majority in their state of residence, you will be required to secure your parent's or legal guardian's written consent to grant the rights required to be a potential Voting Finalist or Grand Prize Winner (as defined below) and you will be required to submit such written consent to Sponsor at any time upon request.

C. Acceptance of the Grand Prize (as described below) must be made within five (5) business days of notification.

2. ENTRY PERIOD - THE ENTRY PERIOD FOR THE CONTEST BEGINS MARCH 5, 2010 AT 12:00 AM EASTERN TIME ("ET") AND ENDS APRIL 5, 2010 AT 11:59 PM ET ("CONTEST PERIOD").

3. Sponsor and Administrator. Aéropostale, Inc. ("Sponsor") is the sponsor of the Contest. Alloy Marketing and promotions, LLC d/b/a AMP Agency ("AMP") is the administrator of the Contest. Entrants should contact AMP with any questions, comments or problems related to the Contest.

4. Eligibility. This Contest is open to legal residents of the fifty (50) United States and the District of Columbia, the provinces of Canada (except Quebec), and Puerto Rico who are 13 to 19 years of age (each such person entering the Contest is referred to herein as "you", "your" or "Entrant"). Persons who are professional models or actors, or who have earned more than 10% of their income in such trades in 2010 or in the previous two (2) years (each a "Professional"), are not eligible to participate in the Contest. Without limiting and notwithstanding the foregoing, Sponsor and AMP shall have the sole right to determine and shall solely determine whether an individual is a Professional. Entrant cannot be under contract with a company or entity that would prevent the Entrant from participating in the Photo Shoot (defined below) or to grant the rights set forth in these official rules. The Contest is void in Guam, The U.S. Virgin Islands, other U.S. or Canadian territories and possessions and wherever prohibited by law. Employees (and such employees' immediate family (spouse, and parent, child, sibling and their respective spouses, regardless of where they reside) or household members, whether or not related) of Sponsor, AMP and their respective parents, affiliates, subsidiaries, prize suppliers, printers, distributors, advertising and promotional agencies (collectively, the "Contest Entities") are not eligible to participate in the Contest.

5. Entry. To enter the Contest, you must first register at www.aeropostale/realteens ("Contest Site"). Through on-screen instructions you will be asked to provide information during the registration process including your complete full name, mailing address, email address, and date of birth ("Contest Registration"). In addition and as a condition of being awarded the Voting Finalist Prize or the Grand Prize of the Contest, eligible Canadian Entrants will be required to correctly answer the following skill testing question: (6x7)+(14/7)-5 =.

When prompted by online instructions, you must complete the personality questionnaire and submit the requested online essay of not more than 250 words in English describing how you do good every day, whether that means helping others, caring for the environment or being a good person and upload at least one (1) photograph, but not more than five (5), of yourself (and only yourself) that represents an accurate visual representation of yourself at our about the Contest Period. Photographs must be in a .jpeg, jpg or .gif format and have a high-resolution of a least 300dpi, but may not be larger than 2,048k (2 Mb). Your Contest Registration, personality questionnaire, essay and photograph(s) are in the aggregate, your "Entry" (and in the aggregate with others, "Entries").

All Entries must be received by the end of the Contest Period. The clocks incorporated into Sponsor's servers shall be the determiner of all start and end times related to the Contest.

All Entries become the exclusive property of Sponsor, and none will be returned. Sponsor shall have the right to edit, adapt, and publish Entries, and may use them in any media without attribution or compensation to the Entrant, his or her successors or assigns, or any other entity.

VERY IMPORTANT! AS A CONDITION TO BE DETERMINED A FINALIST IN THIS CONTEST, EACH ENTRANT (AND, IF AN ELIGIBLE MINOR, THE ENTRANT'S PARENT OR LEGAL GUARDIAN) WILL BE REQUIRED TO GRANT AN IRREVOCABLE ASSIGNMENT, CONVEYANCE, AND TRANSFERENCE TO SPONSOR OF ALL RIGHT, TITLE, AND INTEREST IN THE ENTRY, INCLUDING, WITHOUT LIMITATION, ALL COPYRIGHTS. FURTHER, ENTRANT (AND, IF AN ELIGIBLE MINOR, ENTRANT'S PARENT OR LEGAL GUARDIAN) RELEASES, INDEMNIFIES AND HOLDS RELEASED PARTIES (AS DEFINED IN SECTION 12 BELOW) HARMLESS FROM ANY AND ALL LIABILITY IN CONNECTION WITH THE ENTRY MATERIAL SUBMITTED. Sponsor, AMP and their respective designees may exploit, edit, modify, and distribute the Entry and all elements of such Entry, including, without limitation, the names and likenesses of any persons or locations embodied therein, in any and all media now known or hereafter devised, worldwide, in perpetuity without compensation, permission or notification to Entrant or any third party.

You may enter the Contest only once. Additional Entries received from any person or email address will be disregarded. Use of computer programs, macro, programmed, robotic, automatic and other similar means to enter the Contest or subvert the entry process is prohibited and may result in the disqualification of the Entrant and the associated Entry will be void.

Entrant (and, if an eligible minor, her parent or legal guardian) agrees that Released Parties are not responsible for any unauthorized use of Entries by third parties. Released Parties do not guarantee the posting of any Entry.

6. Privacy. All Entrants acknowledge that if they are chosen as a winner, certain of their personally identifying information may be disclosed to third parties at least as required by law, including, without limitation, on a winner's list. All personal information submitted as part of the Contest by either Entrants or voters may be utilized by Sponsor in accordance with its privacy policy accessible from the Contest website. Without limiting the foregoing, Sponsor will have the right to send communications about its products and promotional activities to Entrants and voters who have opted in to receive such communications. By entering the Contest, you (and, if an eligible minor, your parent or legal guardian) agree to Sponsor's use of your personal information as described in Sponsor' Privacy Policy accessible from the Contest website.

7. Voting and Selection of Voting Finalists.

During the Contest Period, visitors to the Contest Site may view and vote for Voting Finalists (as defined below) utilizing the following judging criteria: (1) Integrity: Doing the right thing. Being open, honest and ethical. (25%); (2) Respect: Honoring your heritage and being respectful to others. (25%); (3) Teamwork: Communicating and collaborating. Empowering and encouraging one another. (25%); and (4) Compassion: Recognizing needs. Showing heart. Giving. Acknowledging and rewarding contributions (25%) (The "Judging Criteria"). All voters will be required to register by providing their email address and CAPTCHA recognition code. Voters may vote for as many Entrants as they wish, but may only cast only one (1) vote for an Entrant per browser session. Sponsor and AMP shall have the right in their sole discretion to maintain the integrity of the Contest including to void votes or disqualify Entrants, for the following reasons:

• a) Submission of false or misleading personal information;
• b) Submission of text, photographs or videos which may be deemed indecent, pornographic, hateful, threatening, slanderous, libelous, defamatory or otherwise offensive or objectionable;
• c) Use of mechanical or automated voting applications or scripts;
• d) Fraudulent entry votes (using redirect link, disguised link, or other method to bypass the legitimate voting channels of the Contest);
• e) Inappropriate conduct to induce voter action (for example but not limited to, the use of spam transmissions, harassment, or the payment or granting of consideration);
• f) For any other reason as determined by Sponsor and AMP in their sole discretion for insuring and maintaining the integrity and overall fairness of the Contest or as otherwise provided in these Official Rules.

The top eighty-seven (87) Entrants garnering the most votes will be deemed potential voting finalists (each a "Voting Finalist") and be eligible for consideration for the Grand Prize. As a condition to be included in the pool of Entrants eligible to be reviewed and judged for the Grand Prize, Voting Finalists and other considered Entrants will each be required to provide a digital video of himself or herself (and only himself/herself) that represents an accurate visual representation of the Entrant at the time of Voting Finalist Prize Notification (defined below in Section 10). Videos must be in a .mpeg, .mpg, .avi or .mov format and not more than three (3) minutes in duration. In the event of a tie for the 87th position, the potential Voting Finalist will be determined from the pool of tying Entries by the Judges utilizing the Judging Criteria. Votes garnered by Voting Finalists do not determine the selection of the potential Grand Prize Winners (as defined below) but serve as a recognition by voters of their favorite Entries.

9. Selection of Finalists. The Judges will select eight (8) Entrants (four [4] males and four [4] females) from eligible Entries as the potential "Grand Prize Winners" each a "Grand Prize Winner" of the Contest utilizing the Judging Criteria. Judges shall not be required to select a Grand Prize Winner from solely the pool of Voting Finalists. In the event of a tie, an additional tie-breaking judge will determine the Grand Prize Winners from among those tied using the Judging Criteria set forth herein. Sponsor reserves the right to select fewer than eight (8) Grand Prize Winners if, in its sole discretion, it does not receive a sufficient number of eligible and qualified Entries.

10. Winner Notification: Potential Voting Finalist and Grand Prize Winners will be notified by email ("Prize Notification") although potential winners may be further contacted by other means of communications. Potential winners must respond to the Prize Notification within five (5) business days of date of notification (the "Response Deadline") and, if requested, confirm his/her full name and a mailing address (no P.O. Boxes) ("Mailing Information") where Sponsor can send an Affidavit of Eligibility and Liability/Publicity Release (where legal) and Consent to participate as a Voting Finalist or in the Grand Prize (collectively, the "Contest Documents"). Each potential Voting Finalist or Grand Prize Winner (or if the potential winner is a minor in her state of residence, then the parent or legal guardian of such potential Voting Finalist or Grand Prize Winner) shall be required to sign and return the completed Contest Documents within five (5) business days of date of receipt of such documents. Provided that a potential winner has complied with these Official Rules and meets all of the eligibility requirements set forth herein, following Sponsor's timely receipt of the signed Contest Documents, Sponsor shall declare the potential winner a winner. Any Prize Notification or Contest Documents not responded to or returned as undeliverable may result in prize forfeiture. In the event of non-compliance with the Response Deadline or these Official Rules or if the prize, Contest Documents or Prize Notification is returned, refused, or returned as undeliverable, Sponsor is unable to contact a potential winner within a reasonable time period, then the prize will be forfeited and, at Sponsor's discretion and time permitting, an alternate winner may be selected for the prize at issue.

If a potential Grand Prize Winner is unable or unwilling to attend and perform at the Photo Shoot at the times designated by Sponsor, then the Grand Prize will be forfeited, such winner disqualified and, at Sponsor's discretion and time permitting, an alternate Grand Prize Winner may be selected.

The parent or legal guardian of any minor winner may be required to fulfill all requirements of winners set forth herein. During the Contest Period and at any other time thereafter as solely determined by Sponsor, Sponsor or AMP shall have the right to contact Entrants to confirm personal information, to provide further entry instructions, availability for the Photo Shoot and for such other Contest business as Sponsor determines. Any such contact is for informational purposes only and is not, nor should be inferred to be, indicative that any such contact will result in the contacted Entrant being selected as a winner of a Grand Prize, Voting Finalist Prize or any other benefit of the Contest.

11. Prizes:

Up to Eight (8) Grand Prizes - Up to eight (8) winners will each be awarded a $5,000.00 cash college scholarship (the "Grand Prize"). The scholarship must be utilized for tuition and/or expenses related to attending a college, university or post high school vocational or similar institute as such expenses are defined by then current SallieMae regulations. The scholarship shall be either paid either directly to (a) the Grand Prize Winner's college in which he/she is enrolled upon receipt of an invoice for such purposes as supplied by the winner to Sponsor or (b) to a 529 College Savings Plan account, or such similar or plan (together "College Plan") acceptable to Sponsor in Sponsor's sole discretion, set up for the benefit of the Grand Prize Winner. If the winner fails to provide the required invoice or access to a College Plan within fourteen (14) business days after the Grand Prize Notification, then the Grand Prize will be forfeited and a new potential Grand Prize Winner selected by the Judges from the remaining eligible Entries utilizing the judging criteria of the Contest. Sponsor, in its sole discretion, may extend the time for a winner to comply with the documentation or College Plan requirements of the Grand Prize section of the official rules. If a winner is under the age of majority in the winner's state of residence and the scholarship money is not being paid directly to a College, then the Prize will be awarded to the parent or legal guardian of the winner, subject to the requirement to establish a College Plan account for the benefit of the winner.

In addition, each Grand Prize winner will have the opportunity to be featured in an Aéropostale store advertising campaign (the "Campaign") utilizing the results of a photo shoot scheduled to be conducted by Sponsor during the month of May, 2010 ("Photo Shoot"). Grand Prize Winners (and, if eligible minors, their parents or legal guardians) will be required, as a condition of accepting the Grand Prize, to participate and agree to attend the Photo Shoot. No compensation will be provided to Grand Prize Winners for participation in the Photo Shoot. The Sponsor does not guarantee that any of the Grand Prize winners will be selected for inclusion in the Campaign. In the event a Grand Prize Winner is selected to participate in the Photo Shoot or the Campaign, the winner will be required to sign additional documentation as required by Sponsor. There is no monetary value attached to the Photo Shoot portion of the Grand Prize.

Sponsor will provide, at its own expense and not as part of the Grand Prize, air transportation (or ground transportation if winner is within 200 miles of the Photo Shoot location), ground transportation to and from the Photo Shoot airport and city (if applicable), hotel accommodations (double occupancy; room and tax only) and a per diem of $50 per day for up to two (2) days ("Travel Expenses") in it sole reasonable discretion and as it deems appropriate for each Grand Prize winner to attend the Photo Shoot. If a Grand Prize winner is under the age of 18 or if Sponsor or AMP, in their sole discretion, require a chaperone in attendance, , then Sponsor will also provide Travel Expenses as it solely determines for one (1) chaperone approved by Sponsor who must be in attendance with the Grand prize Winner throughout the prize period. The chaperone and Grand Prize winner must travel together on the same itinerary. The chaperone will be required to execute a release from liability and other documents as required by Sponsor. The chaperone must be a parent or legal guardian of Grand Prize Winner or another individual who is of legal age of majority in his/her state of residence who has been designated by the Grand Prize winner's parent or legal guardian to act as the chaperone in his/her place. Meals, gratuities and incidentals are not included in Travel Expenses and are the responsibility of the winner and chaperone, as applicable.

The award of the Grand Prize is not an offer of employment. No guarantee, warranty or representation of any opportunity for employment is made nor should be inferred.

Total value of Grand Prizes: Up to $40,000.00 (USD) (Does not include Travel Expenses)

Up to Eighty-Seven Voting Finalist Prizes - Each Voting Finalist Winner will be awarded a $100 Aéropostale gift card and a digital video recorder (make and model to be determined by Sponsor) Approximate retail value ("ARV") of the recorder is $99.00 (collectively, the "Voting Finalist Prize"). Gift cards are subject to all of the terms and conditions applicable to such gift cards. Grand Prize winners who are Voting Finalists or otherwise selected by the Judges are eligible to receive a Voting Finalist Prize.

Total Value of Voting Finalist Prizes - $17,313.00 (USD)

Total value of all prizes: Up to $57,313.00 (USD) (Does not include Travel Expenses)

Selection and specifics of the prizes will be determined in Sponsor's sole discretion. The chances of winning depend upon the quality of the other Entries based on the Judging Criteria attributable to a prize. Prizes cannot be transferred, redeemed for cash or transferred by winners. Sponsor reserves the right to substitute a prize, or portion of a prize, for another prize of comparable or greater value, at its sole discretion. All prizes are awarded "AS IS" and without WARRANTY OF ANY KIND, express or implied (including without limitation, any implied warranty of merchantability or fitness for a particular purpose). Acceptance, participation in and/or use of a prize is at the winner's sole risk and the Released Parties (as defined below) are not responsible for any damages whatsoever, including special, indirect, or consequential damages, arising out of or in connection with the use and/or misuse of any such prize (including any travel or activity-related thereto). The prizes are based on the US Dollar and Canadian exchange rates will be based on the above stated ARV. The ARV of a prize represents Sponsor's good faith determination which is final and binding and cannot be appealed. If the actual value of a prize turns out to be less than the stated ARV, the difference will not be awarded.

12, General Conditions: Only one Grand Prize will be awarded per person, and only one Voting Finalist Prize will be awarded per person. The Contest is governed by the laws of the United States and New York and, if so required, Canadian law. All applicable federal, state and local laws and regulations apply. The Contest is not to be used in connection with any form of gambling. Prize will only be awarded and/or delivered to addresses within the United States, the provinces of Canada (except Quebec) and Puerto Rico. All applicable taxes, fees, and surcharges on and in connection with the prizes, including, but not limited to, income taxes, sales taxes, federal, state, or local taxes, are the sole responsibility of the winners. Failure to comply with the Official Rules will result in forfeiture of the prize. If a prize is forfeited, an alternate winner may be selected from among the remaining eligible Entries based on the Judging Criteria attributable to such forfeited prize. Sponsor reserves the right to select one or more additional Entrants or other individuals as alternates to participate in the Photo Shoot activities in the event a winner is unable or unwilling to do so. No more than the advertised number of prizes will be awarded. In the event a claim or dispute arises, in no event shall Entrant (or her parent or legal guardian if Entrant is an eligible minor) be entitled to equitable or injunctive relief and its sole remedy shall be in an action at law for damages.

Except where prohibited by law, the Grand Prize Winners and Voting grant (and agree to confirm that grant in writing) (and parent or legal guardian if Entrant is an eligible minor) permission for Sponsor, AMP, other promotional sponsors and their advertising and promotional agencies, and those acting under their authority to use such winner's name, photograph, voice, image, biographical information, and/or likeness, performance, and submission and/or Entry (including the display, reproduction and distribution of the Entry), for use in any and all media and formats now known or hereafter discovered throughout the universe in perpetuity, without notice, review, approval, or additional compensation, including but not limited to promotional, advertising and/or publicity purposes in connection with the Contest or Sponsor's business activities. Entrants and winners further agree (and parent or legal guardian if Entrant and/or winner is an eligible minor) that the Contest Entities and their respective officers, directors, agents, shareholders and employees (collectively, "Released Parties") will have no liability whatsoever for, and shall be held harmless by Entrants (and parent or legal guardian if Entrant is an eligible minor) against, any and all liability for any injuries, loss or damage of any kind to persons, including death, or property damage resulting in whole or in part, directly or indirectly, from acceptance, possession, misuse or use of any prize, participation in this Contest, or while traveling to, preparing for or participating in any Contest activity or a Released Party's use of the rights granted herein. Released Parties expressly disclaim any responsibility or liability for injury or loss to any person or property in connection with the delivery and/or subsequent use of the prizes awarded (including any travel or activity-related thereto). Released Parties make no representation or warranty concerning the appearance, safety or performance of any prize awarded. Restrictions, conditions, and limitations apply. Released Parties will not replace any lost or stolen prize items.

13, Conduct: These Official Rules will be posted at the Contest Site throughout the Contest Period. Entrants (and, if eligible minors, their parents or legal guardians) further agree to be bound by the decisions of the Sponsor and Judges, which are final and binding in all respects. Sponsor reserves the right at each of its sole discretion to disqualify an Entrant if it finds that Entrant, or an individual acting with the approval of or in concert with another Entrant, person or entity, to be tampering with the entry or rating process or the operation of any of the Contest or any website; to be acting in violation of these Official Rules; or to be acting in an unsportsmanlike or disruptive manner, or with intent to annoy, abuse, threaten or harass any other person and void all associated Entries/ratings. CAUTION: ANY DELIBERATE ATTEMPT BY AN ENTRANT OR ANY OTHER INDIVIDUAL OR ENTITY TO DAMAGE ANY WEBSITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE CONTEST IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH AN ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES ANY OTHER REMEDIES (INCLUDING ATTORNEYS' FEES) FROM ANY SUCH PERSON OR ENTITY TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Limitations of Liability: Released Parties are not responsible for any incorrect or inaccurate information, whether caused by website users or by any of the equipment or programming associated with or utilized in the Contest or by any technical or human error, which may occur in the processing of Entries or ratings in the Contest. Released Parties assume no responsibility for any misdirected, garbled, stolen, incomplete, inaccurate, delayed, late or lost emails, Entries, ratings, mail or Prize Notifications, or any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, submissions, Entries or ratings. Released Parties are not responsible for any problems or technical malfunction of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of email or other hardware, software or electronic communications on account of technical problems or traffic congestion on the Internet or at any website or combination thereof, or other errors or difficulties of any kind whether human, mechanical, electronic, computer, network, typographical, printing or otherwise relating to or in connection with the Contest, including, without limitation, errors or difficulties which may occur in connection with the administration of the Contest, the processing or judging of Entries, the tabulation of ratings, the announcement of the prizes, the incorrect uploading of photographs or in any Contest-related materials. Released Parties are also not responsible for any injury or damage to Entrants' or to any other person's computer related to or resulting from participating or downloading materials in the Contest. If, for any reason, the Contest is not capable of running as planned, including, without limitation, infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupts or affect the administration, security, fairness, integrity or proper conduct of the Contest, then Sponsor reserves the right at its sole discretion to cancel, terminate, modify or suspend the Contest, and if terminated, at Sponsor's discretion, determine the winners for the prizes at issue using the applicable winner determination procedure set forth herein. In the event of a dispute concerning who registered online to participate in the Contest, the registration will be declared to have been made by the authorized account holder or the email address submitted at the time of registration and such person must comply with these Official Rules. The authorized account holder is defined as the natural person who is assigned to an email address by an internet provider, online service provider, or other organization (e.g., business, education institution, etc.) that is responsible for assigning email addresses for the domain associated with the submitted email address. A potential winner may be requested to provide Sponsor with proof that the potential winner is the authorized account holder of the email address. If a dispute cannot be resolved to Sponsor's satisfaction, the Entry will be deemed ineligible.

15. Winners List and Rules: To obtain a legally required printed copy of the name of the winners (available after June 1, 2010) or a copy of the Official Rules by mail, send the applicable request and a self-addressed, stamped, #10 envelope to Aéropostale Real Teens 2010 Contest, c/o AMP Agency, 77 N. Washington Street, Boston, MA 02114, for receipt no later than May 31, 2010. Vermont and Canadian residents may omit postage for rules requests.

16. Sponsor: Aéropostale, Inc., 112 West 34th Street, New York, NY, 10120

17. Administrator: Alloy Entertainment, LLC, 151 West 26th Street, New York, NY 10001.