NO PURCHASE NECESSARY TO ENTER OR WIN. A PURCHASE WILL NOT INCREASE YOUR CHANCES OF WINNING. The One Tree Hill/Macy's Ultimate Fan Weekend in Wilmington Contest (the "Promotion") begins on Tuesday, December 18, 2007, at 7:00:01 p.m. and ends on Monday, February 4, 2008, at 6:59:59 p.m. (the "Promotion Period"). All times are eastern time.

ELIGIBILITY:

The Promotion is open to legal residents of any one (1) of the forty-eight (48) contiguous United States or the District of Columbia (collectively, the "U.S.") who are thirteen (13) years of age or older and physically located in the U.S. at the time of entry. Employees, directors and officers of The CW Network, LLC ("Sponsor"), Macy's, Inc. ("Macy's"), L.A. Promotion Development, Inc. (the "Administering Agency"), Warner Bros. Entertainment, Inc., their respective parent companies and subsidiaries, affiliates, distributors, divisions, broadcast affiliates, or advertising and promotion agencies associated with the Promotion, or prize suppliers for the Promotion (collectively, the "Promotion Parties") are not eligible to enter the Promotion or win any prizes. In addition, family members of (whether living in the same household or not) and those living in the same household as (whether related or not) any such employees, directors or officers are not eligible to enter this Promotion or win any prizes. For the purposes of the Promotion, family members are defined as spouse, mother, father, in-laws, grandmother, grandfather, brother, sister, children and grandchildren.

All applicable federal, state and local laws and regulations apply. Void outside the forty-eight (48) contiguous United States and the District of Columbia and where prohibited.
The Promotion is administered by L.A. Promotion Development, Inc. By entering, participants agree to be bound by these Official Rules and the decisions of the Sponsor and Administering Agency, which are final and binding in all respects.

HOW TO ENTER:

ENTER IN THE FOLLOWING WAY: Participants may enter the Promotion online only. Participants may enter one (1) time only. Entries received before and/or after the Promotion Period will be void.

Online entries must be received no later than 6:59:59 p.m., Monday, February 4, 2008.

Sponsor will be the official timekeeper for the Promotion.

Access the Promotion on the World Wide Web at http://www.CWtv.com/Macys or via http://www.macys.com/onetreehill for the opportunity to win a nonspeaking walk-on role in The CW Network television series One Tree Hill ("OTH"). Follow the on-screen instructions to reach the Promotion registration page. On the registration page and in the spaces provided, provide the following information and entry-related assets:

• Your first name, last name, street address (no P.O. boxes allowed), city, state, zip code, daytime telephone number, e-mail address and date of birth.

• Using your own video recording device, record a video and audio audition segment spoken in English (hereinafter referred to as an "OTH Audition") (not to exceed one [1] minute in length), of you explaining "why you should be a 'star for a day' in an episode of One Tree Hill." Important: No other person may appear in the OTH Audition you submit other than you (the individual entrant). If another person does appear in the OTH Audition that you submit, other than yourself, that entry will be disqualified.

• You must convert the OTH Audition video file to one of the following formats in a file size not to exceed 50 megabytes (MB):

• .mov
• .avi
• .mpg
• .mpeg
• .flv
• .mp4
• .qt

• Utilizing the video file upload mechanism provided on the registration page, follow the onscreen instructions to upload your OTH Audition to Sponsor's designated server.

Each participant entering the Promotion must also, in the space provided, type in his/her full legal name as his/her signature. By providing this signature and by clicking on the "Submit" button, each participant forwards his/her entry to the Promotion, agrees to the terms and conditions of these Official Rules, additional terms and conditions that may appear on the registration page and/or on Promotion-related pages, and accepts the Sponsor's Privacy Policy.

Each OTH Audition that is entered into the Promotion must meet the following "Submission Requirements" (any submission entry that, at Sponsor's sole and absolute discretion, violates the following criteria will be disqualified). By submitting an entry, you agree that your OTH Audition submitted

• does not infringe, misappropriate or violate any third party's rights, including, without limitation, copyright, trademark, right of publicity, right of privacy or trade secret;

• does not contain any content that is offensive, illegal, obscene, disparaging, libelous or that is otherwise objectionable to Sponsor, at its sole discretion;

• (as applicable) is unpublished and has not been submitted in other competitions, and the submitting entrant has not granted, and will not grant, any rights whatsoever in the entry to any other person or entity;

• does not contain a topic other than the topic as described in the Official Rules and entrant understands that if it does, entry will be disqualified.

Entrants agree to indemnify, defend and hold harmless the Promotion Parties for any breach or alleged breach of any of the foregoing representations and warranties.

Nonviewable, garbled or incomplete entries, as determined by the Sponsor or Administering Agency, at their sole discretion, will be disqualified. All entries become property of Sponsor and will not be returned or acknowledged. Specifically relating to fraudulently submitting multiple entries, entries that are forged, altered or mechanically reproduced or are generated by a macro, bot or other automated means will not be accepted and will be void. Submission of false or misleading information by a participant will be grounds for disqualification of entry. Proof of submission of an entry will not be deemed proof of receipt of an entry by Sponsor or Administering Agency.

In the event of a dispute regarding the identity of an entrant, the entry will be deemed submitted by the authorized account holder of the e-mail address provided, but only if that person meets all other eligibility criteria. An authorized account holder is defined as the natural person who is assigned to an e-mail address by an Internet access provider, online service provider, or other organization that is responsible for assigning e-mail addresses for the domain name associated with the submitted e-mail address.

To review the Sponsor's privacy policy, go to http://www.cwtv.com/page/privacypolicy.html. To review the Sponsor's terms of service, go to http://www.cwtv.com/page/termsofservice.html. A participant's personal information will be utilized by the Sponsor and/or Administering Agency for selecting a Grand Prize winner, fulfillment of the Grand Prize and to comply with any legal requirements.

WINNER SELECTION/JUDGING CRITERIA:

The Sponsor and/or their designated representative(s) ("Judges") will rank each entry based on a scale of one (1) to ten (10) [ten (10) being the best] for each of the following categories: 1) Style, e.g., submitted entry's overall theatrical performance and appeal; 2) Messaging Communication, e.g., how (well) the submitted OTH Audition communicates the enthusiasm of the One Tree Hill fan experience and desire to be a part of it; and 3) Visual Appearance/Marketability, e.g., would the Grand Prize winner's appearance on the One Tree Hill television series appeal to the series' core audience.

Subject to the tiebreaker rules set forth below, the entry with the top cumulative score will be deemed the Grand Prize winner (subject to eligibility verification).

In event of a tie, the tie will be broken by selecting the tied entrant with the highest score in the Style category. If a tie still remains, the tie will be broken by selecting the tied entrant with the highest score in the Messaging Communication category and then, if necessary, in the Visual Appearance/Marketability category.

Decisions of Judges/Sponsor are final and binding in all respects and are nonappealable. If a tentative prizewinner is found ineligible or fails to comply with these Official Rules, that person's prize may be forfeited and an alternate entry may be selected based on the next highest score.

PRIZE:

Total Approximate Retail Value ("ARV") of the prize in this Promotion: $4,100.00.

The Grand Prize includes only the following:

• Round-trip economy air transportation for Grand Prize winner and one (1) travel companion from a gateway airport near Grand Prize winner's residence (final determination of the departure airport is at the sole discretion of the Administering Agency) to the actual destination city airport (final determination of the destination city and airport is at the sole discretion of the Administering Agency). If the Grand Prize winner lives within a one-hundred-and-forty-five (145)-mile radius of the event, he/she may not be eligible for air transportation; in that event, and at the Administering Agency's sole discretion, ground transportation or a transportation allowance may be provided in lieu of air travel, and the difference in value, if any, between the air travel and ground transportation or transportation allowance will not be awarded.

• Round-trip destination ground transportation from airport to hotel (airport-hotel-airport). Mode of transportation to be determined ("TBD") by the Administering Agency. If Grand Prize winner is not eligible for air transportation, round-trip destination ground transportation is not necessary and will not be awarded.

• Three (3) nights' hotel accommodations of Administering Agency's choice (one [1] room, double occupancy, room and tax only).

• Round-trip Event transportation (transportation from the hotel to the Event and back to the hotel). Mode of Event transportation TBD by Administering Agency.

• Participation in the filming of an episode of One Tree Hill in a nonspeaking walk-on role.

 Any additional destination amenities awarded, other than those disclosed in these rules, will be awarded at the sole discretion of the Sponsor.

ARV of Grand Prize: $4,100.00. Actual ARV will be based on Grand Prize winner's city of origin and actual destination city.

The Promotion Parties are not responsible for the cancellation of the OTH Event. If OTH Event is cancelled during the travel dates, Grand Prize may become a trip to Wilmington, North Carolina, a private VIP OTH set visit/facility tour, dinner for two (2) at a Wilmington area restaurant [dinner value not to exceed seventy-five dollars ($75.00) and determination of restaurant at the sole discretion of the Sponsor and/or Administering Agency] and one (1) One Tree Hill: The Complete Seasons 1-4 collection on DVD.

 Grand Prize does not include transportation to and from Grand Prize winner's departure airport, meals, beverages, taxes other than the room tax, gratuities, incidentals, in-room charges, telephone calls and/or any other expenses not specified in these Official Rules. All of the expenses mentioned in the previous sentence are the sole responsibility of the Grand Prize winner and travel companion. Promotion Parties are not liable for any expenses incurred as a consequence of flight cancellation/delay. Travel is subject to airline and accommodation restrictions, blackout dates and availability. Final choice of departure and destination airports, airline carrier, flight times and/or destination accommodations is at the sole discretion of the Administering Agency. The Grand Prize winner may be required to provide a credit card at the time of accommodations check-in. Certain documentation will be required for travel, such as photo identification, all of which is the Grand Prize winner's and his/her travel companion's sole responsibility. No credit or cash will be given for any unused portion of the Grand Prize. No trip extensions or changes will be made unless the Sponsor so imposes.

Grand Prize winner and travel companion must abide by, and are subject to, any and all minimum/maximum height, weight and health-related requirements or restrictions set forth by the airline carrier and/or service providers. Grand Prize winner and travel companion are responsible for obtaining any insurance (including, but not limited to, any travel and health insurance).

By entering this Promotion and accepting the Grand Prize, Grand Prize winner and travel companion agree that Sponsor, the show Producers and designated representatives and the Administering Agency reserve the right to disqualify and remove the Grand Prize winner and/or travel companion from any activity at any time if the Grand Prize winner's and/or travel companion's actions at any point may or do cause damage to person, property or the reputation of any of the Promotion Parties.

GRAND PRIZE WINNER NOTIFICATION PROCESS:

On or about February 15, 2008, the tentative Grand Prize winner will be notified by telephone and/or e-mail using the contact information provided on the Entry Form. If the tentative Grand Prize winner cannot be reached after a reasonable (as determined solely by the Administering Agency) effort has been made, such person may be disqualified and an alternate winning entry selected based on the next highest score received.

Once Administering Agency has received verbal confirmation from the tentative Grand Prize winner of his or her desire to accept the Grand Prize (subject to verification of eligibility), tentative Grand Prize winner will receive a Grand Prize Winner Affidavit of Eligibility/Release of Liability and one (1) Travel Companion Release of Liability Affidavit ("Affidavits") via mail or other courier service. If the Grand Prize winner and/or his/her travel companion are under the age of majority in his/her state of residence, a parent of that individual must complete the Affidavit for him/her and must complete the parent section of the Affidavit, and parent must accompany minor on the trip. A legal guardian must provide written proof of guardianship. Grand Prize winner (or if Grand Prize winner is a minor, his/her parent) will be required to provide a valid Social Security number for tax purposes.

All Affidavits must be completed, notarized and returned to the Administering Agency (L.A. Promo, 302 Fairview Road, Suite P, Ojai, CA 93023) within seven (7) calendar days of tentative Grand Prize winner's receipt of the Affidavits. A disqualification may result and an alternate entry may be selected based on the next highest score received if all Affidavits are not returned to the Administering Agency within the specified time. Refusal or return of any Grand Prize notification or Affidavit as undeliverable will also result in disqualification and an alternate entry will be selected based on the next highest score received.

Affidavit is subject to verification by Sponsor and Administering Agency. In the event of noncompliance with this requirement, the winner's prize may be forfeited.

 No more than the prize stated will be awarded.

 ADDITIONAL PRIZE INFORMATION/TAXES:

 Prizes are not transferable or assignable, except at the Sponsor's sole discretion. The Grand Prize winner is solely responsible for any and all federal, state and local taxes on prize value and will be issued an IRS form 1099 for the Grand Prize based on the actual ARV. By entering, each participant agrees that if selected as a tentative winner, Sponsor may, at its option, conduct a background check on participant, the results of which may disqualify a participant as a winner. If necessary or requested, each participant selected as a tentative winner agrees to sign waiver forms authorizing the release of personal and background information.

GRANT (HOW THE PROMOTION PARTIES MAY USE PERSONAE-RELATED MATERIALS, INCLUDING OTH AUDITION VIDEO AND/OR WALK-ON ROLE- RELATED APPEARANCE):

Except where prohibited by law, by entering this Promotion, each participant (or the participant's parent if the participant is a minor) grants the Promotion Parties the perpetual and irrevocable right and license to use his/her name, voice, photograph, visual and audio likeness, statements, biographical information, address and any information or material contained in his/her entry and/or Grand Prize winner-related walk-on role appearance (collectively, "Personae-Related Materials") on a worldwide basis, and in all forms of media, in perpetuity, without further compensation, review or approval, including, without limitation, in and in connection with the Promotion, on Sponsor's or Macy's Web sites and any of Sponsor's or Macy's advertising and promotion materials and/or network television broadcast, without additional compensation, review or approval. In addition, by entering, each participant (or the participant's parent if the participant is a minor), except where prohibited by law, consents to being photographed, filmed, taped and/or interviewed about the Promotion, without additional compensation, review or approval. In connection therewith, each participant (or the participant's parent if the participant is a minor) grants full permission and consent to the Promotion Parties to utilize any of the results of such photographing, filming, taping and/or interviewing in any and all media now known or hereafter devised and hereby releases the Promotion Parties from all liability related thereto.

Each participant (or the participant's parent if the participant is a minor) agrees that the video submitted by each participant in his/her entry ("Video") will be deemed a work made for hire for Sponsor. In addition, by submitting a Video, each participant (or the participant's parent if the participant is a minor) irrevocably assigns all right, title and interest in and to the Video submitted in their entry to Sponsor, including, without limitation, all trademarks, copyrights (to the extent not already a work made for hire) and all other proprietary and intellectual property rights contained therein.

Sponsor reserves the right to edit, adapt or otherwise revise and alter any Video. Each participant hereby waives any moral rights or so-called droit moral in and to his/her Video and content contained therein and each participant hereby releases each of the Promotion Parties from any liability or cause of action related to editing, adapting or otherwise revising and altering any Video.

Sponsor may require an additional separate written agreement with the Grand Prize winner at Sponsor's sole discretion.

Participant (or the participant's parent if the participant is a minor) agrees that the Promotion Parties are not obligated to manufacture, broadcast or otherwise use or exploit any Personae-Related Materials or any part thereof. By submitting an entry, each participant (or the participant's parent if the participant is a minor) agrees to execute any documents or take any further action required by the Promotion Parties to effectuate the intention of the grants in these Official Rules and any other agreements made by each participant (or the participant's parent if the participant is a minor).

REPRESENTATIONS, WARRANTIES, DISCLAIMERS, RELEASES & INDEMNITY:

Each participant (or the participant's parent if the participant is a minor) also represents and warrants that (i) the participant has not granted, and will not grant, any rights whatsoever in the Video to any other person or entity; (ii) the Video does not contain any content that is or may be libelous, slanderous, inaccurate, false, incomplete or potentially dangerous or harmful in any way; (iii) the Video is original and does not contain any thoughts, ideas, visual likenesses or other creative elements from anyone other than the participant; and (iv) the Video does not violate, misappropriate or infringe upon the rights of any third party.

The Promotion Parties make no warranties, express or implied, in fact or in law, relative to the use or enjoyment of any prize. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SUCH PRIZES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND SPONSOR HEREBY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT.

By entering, each Participant (OR THE PARTICIPANT'S PARENT IF PARTICIPANT IS A MINOR), and each of their agents, assignees, executors and successors agree to indemnify, defend, hold harmless and fully release and forever discharge EACH OF the Promotion Parties from and against any and all liabilities, costs, claims, alleged claims, demands, duties, rights, agreements, promises, damages, injuries, losses, expenses, liens and debt actions of any kind, including, without limitation, attorneys' fees, whether now known or unknown, unforeseen or foreseen, arising out of or in any way connected with, directly or indirectly, participation in the Promotion, including, WITHOUT LIMITATION, personal injury or death, loss of enjoyment, or other harm or loss of any nature whatsoever caused or contributed to by or arising out of participation and/or entry in the Promotion or resulting from acceptance, possession, quality, use or misuse of any prize, or any portion thereof, OR TRavel to or from any prize- or promotion-related activity. IF ANY OF THESE OFFICIAL RULES ARE DETERMINED TO BE INVALID OR UNENFORCEABLE, THESE RULES SHALL OTHERWISE REMAIN IN EFFECT AND SHALL BE CONSTRUED IN ACCORDANCE WITH THEIR TERMS AS IF THE INVALID OR UNENFORCEABLE PROVISION WERE NOT CONTAINED HEREIN.

EACH PARTICIPANT (OR THE PARTICIPANT'S PARENT IF PARTICIPANT IS A MINOR) acknowledgeS that there is a possibility that subsequent to ENTERING THE PROMOTION AND AGREEING TO THESE OFFICIAL RULES, A PARTICIPANT will discover facts or incur or suffer claims which were unknown or unsuspected at the time A PARTICIPANT (OR THE PARTICIPANT'S PARENT IF PARTICIPANT IS A MINOR) AGREED TO thESE OFFICIAL RULES, and which if known at that time may have materially affected A PARTICIPANT'S decision to AGREE TO THESE OFFICIAL RULES. BY ENTERING THIS PROMOTION, EACH PARTICIPANT (OR THE PARTICIPANT'S PARENT IF PARTICIPANT IS A MINOR) acknowledgeS and agreeS that by reason of thESE OFFICIAL RULES, and the releaseS contained in the preceding paragraphs, EACH PARTICIPANT (OR THE PARTICIPANT'S PARENT IF PARTICIPANT IS A MINOR) assumES any risk of such unknown facts and such unknown and unsuspected claims.

Each participant understands and agrees that all rights under Section 1542 of the California Civil Code and similar law of any state or territory of the United States are hereby expressly waived. Said section reads as follows:

1542 CERTAIN CLAIMS NOT AFFECTED BY GENERAL RELEASES. A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

GENERAL:

 Each participant (or the participant's parent if the participant is a minor) agrees that the Promotion Parties are not responsible for any typographical errors in these Official Rules or the advertising, promotion or offer of the Promotion. If the Promotion or, as applicable, the fulfillment of any prize or of a prize element becomes compromised, hampered, interrupted, not capable of running or being fulfilled as planned, rendered impossible of performance in any way or prevented, including, without limitation, because of any kind of human error, computer viruses, bugs, electronic, hardware, software, Internet, network, technical or telephone failures, tampering, unauthorized intervention, fraud, an event of force majeure or any other cause created by Promotion Parties, the user or by any of the equipment or programming associated with or utilized in the Promotion, the Sponsor reserves the right, at its sole discretion, to change the Official Rules, to cancel, modify, suspend or withdraw the Promotion or any Promotion offer and/or cancel, modify, suspend or withdraw any method of entry, without notice, and select winners from among all eligible entries received for the Promotion prior to or after the cancellation, modification, suspension or withdrawal. As used herein, an event of force majeure shall be deemed to include, without limitation, an act of God; an act of terrorism, war, riot or civil commotion; fire; casualties; boycott; labor dispute, strike or stoppage (including a strike by the members of any union); an act of any federal, state or local authority; or any other similar or dissimilar act beyond the Sponsor's or Administering Agency's control.

All participants, as a condition of entry, agree that they have not purchased any kind of Internet service whatsoever in order to participate in and/or enter the Promotion. Participants agree not to knowingly damage or cause interruption of the Promotion and/or prevent others from utilizing the Promotion. CAUTION: ANY ATTEMPT TO DAMAGE ANY SERVICE OR WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THE PROMOTION VIOLATES CRIMINAL OR CIVIL LAWS. IF SUCH AN ATTEMPT IS MADE, SPONSOR AND/OR ADMINISTERING AGENCY MAY, AT ITS SOLE AND REASONABLE DISCRETION, DISQUALIFY ANY PARTICIPANTS MAKING SUCH ATTEMPT AND SPONSOR MAY SEEK DAMAGES (INCLUDING ATTORNEYS' FEES) TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING CRIMINAL PROSECUTION.

All claims brought by a participant must be brought in the courts of the state of California and shall be governed by the laws of the state of California applicable to agreements executed and fully performed within the state of California.

OFFICIAL RULES AND WINNERS LIST:

 To view and download a copy of the Official Rules during the Promotion Period and for a six (6)-month period after the Promotion Period, visit http://www.rulesandregs.com. In the field provided, enter the code word cw_Macys.

To view and download a copy of the winners list for a six (6)-month period after the selection and posting of winners by the Administering Agency, visit http://www.prizewinnerslist.com. In the field provided, enter the code word cw_Macys.

Sponsor: The CW Network, LLC, 4000 Warner Blvd, Burbank, California.

Administering Agency: L.A. Promotion Development, Inc., P.O. Box 70, Ojai, California, 93024.

© 2007 The CW Network, LLC. All rights reserved. These Official Rules and all derivative forms in any configuration © 2007 L.A. Promotion Development, Inc. All rights reserved.