10. You will be reimbursed for the following three (3) items:

A) Face value of coupons or if the coupon calls for free merchandise, for your retail-selling price (up to the stated maximum value printed on the coupon); plus

B) 8¢ for handling each coupon properly redeemed;** plus

C) Reasonable out-of-pocket costs incurred for the physical transportation of the coupons to us or to our authorized agent. We will not pay for any administrative or consolidation fees and, except as described in (ii) below, we will not pay any other upcharges that you or your agent (if you use one) may assess on or in lieu of such pass-through/out-of-pocket expenses. The transportation costs will be reimbursed as follows:

i) For retailers who sort the coupons they have redeemed and submit them directly without the use of any third party agent, you will be reimbursed for incurred reasonable postage (i.e. first class mail insured) or other shipping charges, as indicated on the package received.

ii) For those retailers that are using a clearinghouse or billing agent, we will reimburse you at a rate equal to $5.00 per thousand of coupons redeemed ($5/M).

11. Coupon reimbursements and coupon adjustments cannot be deducted from product invoices or purchase orders. Invoice deductions and deduction fees are not in compliance with Chicken of the Sea International's and Empress International's redemption policy.

12. Chicken of the Sea International and Empress International reserve the right to request evidence of proof of purchase to show that sufficient stock was purchased to justify the number of coupons submitted and reserves the right to audit the coupon sorting and billing service of any retailer or any agent involved in the handling process.

13. You and Chicken of the Sea International/ Empress International agree that all disputes between them, or arising from the relationship between them, and all disputes arising from or related to this Redemption Policy, including the scope of this arbitration agreement, shall be resolved by binding arbitration by the National Arbitration Forum, under the Code of Procedure then in effect. Any award of the arbitrators(s) may be entered as a judgment in any court having jurisdiction. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. Information may be obtained and claims may be filed at any office of the National Arbitration Forum, www.arbitration-forum.com, or at P.O. Box 50191, Minneapolis, MN 55405. This Agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16 ("FAA"). The arbitrator shall follow existing substantive law to the extent consistent with the FAA and applicable statutes of limitations and shall honor any claims or privilege recognized by law. If any party requests so, the arbitrator shall write an opinion containing the reasons for the award. No claim submitted to arbitration is heard by a jury and no claim may be brought as a class action or as a private attorney general. Any arbitration hearing will take place within the California federal judicial district.

14. If false or misleading verification information is provided on a questionnaire to Chicken of the Sea International and Empress International, or a certified clearinghouse, redemption privileges with Chicken of the Sea International and Empress International may be permanently terminated.

15. Each shipment of coupons will be considered as a whole and Chicken of the Sea International and Empress International reserve the right to refuse payment for an entire shipment if any portion of the shipment is found to be improperly redeemed.

16. Failure to observe these terms and conditions for proper redemption may, at the option of Chicken of the Sea International and Empress International, void all coupons submitted for reimbursement and all coupons may be retained as property of Chicken of the Sea International and Empress International without payment. Chicken of the Sea International and Empress International reserve the right to forward coupons, which Chicken of the Sea International and Empress International judge to be misredeemed, to law enforcement agencies for their review and investigative purposes.

Miscellaneous Terms

17. The cash redemption value of each coupon is 1/20 of one cent.

18. It is FRAUD to present coupons for redemption other than as provided by this Agreement.

19. YOU AGREE THAT FAILURE TO OBSERVE THESE TERMS AND CONDITIONS FOR PROPER REDEMPTION MAY AT THE SOLE OPTION OF CHICKEN OF THE SEA INTERNATIONAL and EMPRESS INTERNATIONAL VOID ALL COUPONS SUBMITTED FOR REIMBURSEMENT AND ALL COUPONS MAY BE RETAINED AS PROPERTY OF CHICKEN OF THE SEA INTERNATIONAL and/or EMPRESS INTERNATIONAL, WITHOUT PAYMENT. THE EXERCISE OR WAIVER, IN WHOLE OR IN PART, OF ANY RIGHT, REMEDY OR DUTY PROVIDED FOR IN THIS AGREEMENT WILL NOT CONSTITUTE THE WAIVER OF ANY PRIOR, CONCURRENT OR SUBSEQUENT RIGHT, REMEDY OR DUTY UNDER THIS AGREEMENT.

Chicken of the Sea and Empress

* If coupons specify sizes or flavors the following may be added: limited to the quantity and size

** The following might be added to inform the retailer what the handling allowance is for: An early 1990s independently conducted industry study, identified that the 8¢ covers the following costs:

• Front-End Handling by the retailer
• Store to Headquarters Accounting
• Store Occupancy
• Sundry Loss
• Cost of Funds
• Coupon Processing

This covers any special handling, invoice preparation, or other fees.