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

Each text message sent or received, may incur a charge as provided in your rate plan.

1. ELIGIBILITY: The Alltel My Circle Anniversary Sweepstakes (the “Sweepstakes”) is open only to legal residents of Alabama, Arizona, Arkansas, Colorado, Florida, Georgia, Idaho, Iowa, Kansas, Kentucky, Louisiana, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Mexico, North Carolina, North Dakota, Ohio, Oklahoma, South Carolina, South Dakota, Tennessee, Texas, Utah, Virginia, West Virginia, Wisconsin, or Wyoming, who are 21 years of age or older at time of entry, and have been Alltel customers with My Circle-eligible plans (at least $59.99 per month or higher) since at least May 1, 2008. Void in New York, Rhode Island and where taxed, restricted, or prohibited by law. Employees of Alltel Communications, LLC (“Alltel”) (“Sponsor”) (including but not limited to current employees as of the date of entry and former employees who have been terminated—voluntarily or involuntarily in Alltel’s discretion—for suspicion of misconduct or violation of Alltel policy); GMR Marketing LLC (“GMR”); Taylor Global, Inc. (“Taylor”); Nokia; and their affiliates, sales representatives, retailers, distributors, and promotion and other vendor agencies involved in this Sweepstakes, and the immediate family members (defined for the purposes of this Sweepstakes as parent, child, sibling, spouse) of such employees, are not eligible. In the event of dispute as to the identity or eligibility of the potential Grand Prize winner based on a wireless telephone number or email address, the winning entry will be declared made by the “Authorized Account Holder” of the wireless number or email address submitted at the time of the entry (see Rule #4 for further information). Sweepstakes is subject to all federal, state, and local laws and regulations.
2. HOW TO ENTER (two (2) ways to enter): (1) VIA TEXT MESSAGING: To enter the Sweepstakes via text messaging on a text message-capable wireless phone with the appropriate short-code capabilities, send a text message with the keyword “CIRCLE” to the short code 102102 between 12:01 a.m. Eastern Time (“ET”) on May 5, 2008 and 11:59 p.m. ET on May 31, 2008 (the “Promotional Time Period”). All text message entries must be received by 11:59 p.m. ET on May 31, 2008 to be eligible. Certain prepaid customers may not be able to enter via text message. Entries made by text messaging will be charged according to your carrier’s service rate plan. (2) VIA ONLINE: To enter the Sweepstakes via the online method, visit alltel.com/circlereunion, complete an Official Online Entry Form, including your name, address, wireless phone number, daytime phone number, email address, verify age, accept the Official Rules and Alltel’s Privacy Policy, and click “submit” during the Promotional Time Period. All online entries must be received by 11:59 p.m. ET on May 31, 2008 to be eligible. Limit one (1) entry per person regardless of method of entry. If you have special needs within the meaning of the Americans with Disabilities Act, and require assistance in order to participate in the Sweepstakes, please call (262) 780-6164. Alltel, GMR, Taylor, Nokia, and their affiliates and sales representatives are not responsible for lost, late, or misdirected entries. Entrant must include all data requested for the Sweepstakes entry to be valid. No responsibility is assumed by Sponsor, GMR, Taylor, Nokia, or their respective affiliates and agencies for any computer or technical malfunctions that may occur.
3. PRIZE AND APPROXIMATE RETAIL VALUE: The Grand Prize will be awarded in random drawing from among all eligible entries received throughout the Promotional Time Period.

One (1) Grand Prize: A trip for the winner and up to ten (10) guests to one (1) of three (3) destination options: Palm Springs, CA; Key West, FL; or Las Vegas, NV. Trip includes: (i) roundtrip coach-class airfare for the Grand Prize winner and up to ten (10) guests (collectively, “Group”) (from airport near Grand Prize winner’s and/or guest’s hometown at time of entry as selected at the discretion of Sponsor; ground transportation or other arrangements may be substituted at Sponsor’s discretion); (ii) three (3) nights rental home accommodations (accommodations to be determined at the discretion of Sponsor), excluding incidentals; (iii) ground transportation to and from the destination airport and rental home for the Group; (iv) select group activities (all activities and arrangements to be determined at the discretion of the Sponsor); (v) a private chef to prepare one (1) meal for the Group (chef and meal selections to be determined at the discretion of the Sponsor); (vi) $200 food stipend for each Group member, awarded in the form of a corporate check to the winner only, (vii) onsite food and beverage provided for use in rental home (food and beverage to be determined at the discretion of the Sponsor); and (viii) a wireless handset for each member of the Group and $200 Alltel gift card for each member of the Group (wireless handset and accessory manufacturers and models to be determined by the Sponsor).

In addition Grand Prize outlined above, the Grand Prize winner will also receive a single cash payment in the form of a corporate check which is intended to assist with any federal, state, or other tax obligations related to the Grand Prize (the “Tax Gross-Up Payment”). The amount of Tax Gross-Up Payment will be computed based upon the actual retail value of the Grand Prize assuming the Grand Prize winner’s combined tax rate for all federal, state, and other tax obligations related to the Grand Prize is 34%. The Tax Gross-Up Payment may not be sufficient to cover the Grand Prize winner’s entire tax liability related to winning the Grand Prize. The Grand Prize winner is solely responsible for the payment of taxes to the relevant taxing authorities for all federal, state, and local income taxes and any other taxes associated with the Grand Prize and the related Tax Gross-Up Payment. Sponsor and GMR will comply with all tax reporting requirements. A Form 1099 will be sent to the IRS (with a copy to the Grand Prize winner) to report the combined value of the Grand Prize (which will include the value of any portion of the Grand Prize awarded directly to any other member of the Group) and the Tax Gross-Up Payment, all of which is fully includible in the Grand Prize winner’s taxable income.

In all cases, the Grand Prize winner will be responsible for all expenses (including taxes) associated with qualification for and receipt of the Grand Prize. Certain conditions and restrictions apply. Any and all guarantees and warranties for the merchandise prize is subject to the manufacturers’ and/or service providers’ terms and conditions, and winner and guests agree to look solely to such manufacturers and/or service providers for any warranty or guarantee claim. The Estimated Approximate Retail Value (“ARV”) of the Grand Prize is $43,420. This ARV does not include the value of the Tax Gross-Up Payment which, based upon an ARV of $43,420, is estimated to be $22,368.

These are estimated values only. The actual value of the Grand Prize (and the related Tax Gross-Up Payment) is expected to vary, based on the number of guests, point of origination, airfare fluctuations, and rental home pricing. If the actual value of the travel portion of prize is less than stated, difference will not be awarded in cash, and no such claim will be honored. If the Grand Prize winner and/or guest reside within 300 miles, alternate travel arrangements may be made by the Sponsor and/or the Grand Prize and value of prize and single cash payment adjusted accordingly. The Group may be required travel on the same itinerary, as well as possess all required travel documents (e.g. valid government-issued photo ID) prior to departure. The Grand Prize winner must contact GMR at least three (3) weeks prior to desired dates of travel. The Grand Prize winner must plan trip with GMR and travel between June 26, 2008 and August 10, 2008 excluding July 3, 2008 through July 6, 2008. Trip must be completed before August 9, 2008, or the Grand Prize winner shall forfeit the prize in its entirety and an alternate winner will be selected, time permitting. Travel route, rental home accommodations, transportation, activities, and all elements of the prize will be arranged by the Sponsor, in its sole discretion. Group is solely responsible for meals, souvenirs, taxes, gratuities, other ground transportation, and all other expenses not expressly specified herein. Prize is not transferable; no prize substitution or cash alternative is allowed except by Sponsor due to unavailability of prize.

4. GRAND PRIZE WINNER: The identity or eligibility of a selected potential Grand Prize winner will be based on a wireless telephone number or an email address and the winning entry will be declared made by the “Authorized Account Holder” of the wireless number or email address submitted at the time of the entry. The “Authorized Account Holder” is the person to whom the applicable wireless service provider or Internet service provider, or other organization (such as business or educational institution) directs the billing and who is responsible for payment of the bill or the email addresses for the domain associated with the submitted email address. Documentation may be required to prove identity and/or eligibility. Any necessary alternate winners will be selected in a similar random drawing from among the remaining eligible entries received.

The Grand Prize will be awarded in random drawing on or about June 4, 2008 by GMR, an independent judging organization whose decisions on all matters related to the Sweepstakes are final. The potential Grand Prize winner will be notified by phone to the phone number indicated on the entry on or about June 5, 2008. The potential Grand Prize winner will have 48 hours from the time of the first phone notification to respond or the prize will be forfeited and an alternate winner selected, time permitting. The Grand Prize winner may be subject to a criminal background check and must complete, sign, and return an acceptable affidavit of eligibility, mutually acceptable liability release, publicity release, and the appropriate tax documents (the “Documents”) within seven (7) calendar days of delivery of the Documents, or the prize will be forfeited in its entirety and an alternate winner will be selected, time permitting. Any conduct or criminal background inconsistent with Sponsor’s reputation in the marketplace or inconsistent with the goals of the Sweepstakes, as determined solely by the Sponsor, will be grounds for disqualification and an alternate winner will be selected, time permitting.

Grand Prize Winner’s Guests: The Grand Prize winner must designate all guests within seven (7) calendar days of delivery of the Documents. The Grand Prize winner may identify up to ten (10) guests. If fewer than ten (10) guests accompany the Grand Prize winner on the trip, and the value of the prize will be adjusted, if applicable, and the difference in the value of the prize will not be awarded to the Grand Prize winner. All guests must be 21 years of age or older. In addition, at the same time as the Grand Prize winner completes his/her Documents, all guests must sign and return a publicity release and a mutually acceptable liability release.

Publicity Release: Except where prohibited, acceptance of prize by winner and guest constitutes winner’s and guest’s consent that their name, likeness, voice, and/or biographical data may be used for advertising and promotional purposes without limitation and without additional notice, compensation, or consent.

5. ONLINE REGISTRATION: This Sweepstakes is for viewing in the United States only. If you do not live in the United States, do not enter the Sweepstakes. If for any reason the Sweepstakes, including the online portion, is not capable of running as planned, including disruptions caused by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures or any other cause that corrupts, affects or compromises the administration, security, fairness, integrity, proper conduct or intended play of the Sweepstakes, Sponsor reserves the right at its sole discretion to disqualify any individual the Sponsor or GMR deems responsible and Sponsor further reserves the right to cancel, terminate, modify, or suspend the Sweepstakes, with appropriate alternate method of prize award selected. Sponsor assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications failure, theft, destruction or unauthorized access to, or alteration of, entries, including any erroneous appearance of qualification for a prize. Sponsor is not responsible for any problem or technical malfunction of any telephone network or lines, computer online systems, servers or provider, computer equipment, software, failure of any email or entry to be received by Sponsor due to technical problem or traffic, congestion on the internet or at any Web site, or any combination thereof, including any injury or damage to participant’s or any other person’s computer related to or resulting from participation or downloading any materials in this Sweepstakes. WARNING: ANY ATTEMPT BY ANY PERSON TO DELIBERATELY DAMAGE ANY WEB SITE OR UNDERMINE THE LEGITIMATE OPERATION OF THIS SWEEPSTAKES IS A VIOLATION OF CRIMINAL AND CIVIL LAWS AND SHOULD SUCH ATTEMPT BE MADE, SPONSOR RESERVES THE RIGHT TO SEEK DAMAGES FROM ANY SUCH PERSON TO THE FULLEST EXTENT PERMITTED BY LAW. Sweepstakes entries generated by a script, macro, or other mechanical or automated means are ineligible and will be disqualified.
6. BY ENTERING, entrant agrees to accept and abide by the rules of this Sweepstakes and agrees that any dispute with regard to the conduct of this Sweepstakes, rule interpretation, or award of prize, shall be submitted to GMR, whose decision shall be binding and final. By participating, entrant agrees to release and hold harmless Sponsor, GMR, Taylor, Nokia, their divisions, affiliates, sales representatives, distributors and promotion and other vendor agencies, their respective parent companies, affiliates, subsidiaries, service agencies, independent contractors, and the officers, directors, employees, agents, and representatives of any of the above organizations from any injury, loss, or damage to person, including death or property due in-whole or in-part, directly or indirectly to the acceptance or use/misuse of a prize, participation in any Sweepstakes-related activity, or participation in the Sweepstakes. Sponsor is not responsible for any typographical or other error in the printing of this offer, administration of the Sweepstakes, or in the announcement of prizes. In the event Sponsor is prevented from continuing with this Sweepstakes, or the integrity and/or feasibility of the Sweepstakes is severely undermined by any event including but not limited to fire, flood, epidemic, earthquake, explosion, labor dispute or strike, act of God or public enemy, satellite or equipment failure, riot or civil disturbance, war (declared or undeclared), terrorist threat or activity, or any federal, state or local government law, order or regulation, order of any court or jurisdiction (each a “Force Majeure” event or occurrence), Sponsor shall have the right, in its sole discretion, to abbreviate, modify, suspend, cancel, or terminate the Sweepstakes without further obligation. If Sponsor in its discretion, elects to abbreviate the Sweepstakes as a result of Force Majeure event, Sponsor reserves the right, but not the obligation, to award the prize from among all eligible entries received up to the date of such Force Majeure event. All entries are the property of the Sponsor and are not returnable. SPONSOR, GMR, AND THEIR RESPECTIVE AFFILIATES AND REPRESENTATIVES HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS AND WARRANTIES REGARDING THE SWEEPSTAKES PRIZES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7. ADDITIONAL TERMS: Text messages will be billed according to the customer’s existing rate plan. Only those messages confirmed to be sent or received will be applied to your bill. Text message billing detail is currently not available. Messages will be saved and delivery attempted for up to three (3) days. Alltel does not guarantee message accuracy, completeness or delivery. Text messages are neither monitored nor controlled for content, except for direction from Alltel. Text “STOP” to 102102 to end future messages. Text “HELP” to 102102 for program information. ALLTEL MAKES NO WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICE PROVIDED. Alltel reserves the right, in its sole discretion, to modify, terminate, or suspend the Sweepstakes should viruses, bugs, unauthorized human intervention or causes beyond Alltel’s control, corrupt or impair the administration, security or fairness of the Sweepstakes. Alltel reserves the right, in its sole discretion, to disqualify any individual found to be tampering with the entry process or the operation of the Sweepstakes, acting in violation of these rules, acting in an unsportsmanlike or disruptive manner or acting with intent to annoy, abuse, threaten or harass any other person. Any use of robotic, automatic, programmed or similar entry methods will void all entries submitted by such methods. The user identified in Sponsor’s billing system for any given wireless telephone number used to enter by sending a text message, will be deemed to be the participant and must comply with these rules. Only the number of prizes stated herein will be awarded. In the event any technical errors result in the apparent selection of more winners or award of more prizes than intended, Sponsor reserves the right to award the prizes by random drawing from among all eligible claimants.
8. WINNER LIST: For the name of the Grand Prize winner, send a self-addressed stamped envelope postmarked by August 4, 2008 and received by August 11, 2008 to: ALLTEL MY CIRCLE ANNIVERSARY SWEEPSTAKES WINNER LIST, c/o Fulfillment Department, 5000 South Towne Drive, New Berlin, WI 53151.

Sponsored 2008 by Alltel Communications, LLC, One Allied Drive, Little Rock, AR 72202. Administered by GMR Marketing LLC, 5000 South Towne Drive, New Berlin, WI 53151.