1. NO PURCHASE OR OBLIGATION NECESSARY TO ENTER OR WIN. NON-PURCHASE ENTRIES AND PURCHASE ENTRIES HAVE AN EQUAL CHANCE OF WINNING.

2. ELIGIBILITY: The Office Depot Visa 2008 Holiday Sweepstakes (the "Sweepstakes") is open only to legal residents of the fifty (50) United States and the District of Columbia, 18 years of age or older as of November 28, 2008. Commercial Card eligibility is subject to employer policies regarding sweepstakes participation. Void in Puerto Rico and where prohibited. Employees, directors and officers, and their immediate families (spouse, parents, children, siblings, and their respective spouses, regardless of where they reside), and their respective household members, whether or not related, of Visa Inc., Visa U.S.A. Inc. ("Sponsor"), Visa International Service Association, and their respective successors, affiliates, client financial institutions, and authorized third party providers, Office Depot, Inc. and its parent companies, affiliates, subsidiaries, divisions, advertising and promotion agencies, and Strobe Promotions, Inc. are not eligible to enter or win. Sweepstakes is subject to all applicable federal, state, and local laws. U.S. law governs this Sweepstakes.

3. SWEEPSTAKES TIMING: The Sweepstakes begins at 12:00:01 A.M. Pacific Time ("PT") on November 28, 2008, and ends at 11:59:59 P.M. PT on December 24, 2008 ("Promotion Period").

4. TO ENTER: There are two (2) ways to enter the Sweepstakes during the Promotion Period: 1) Automatic entry and 2) U.S. mail. (1) Automatic Entry: An eligible Visa card-holder will automatically receive one (1) Sweepstakes entry for each purchase made on their Visa card at a participating Office Depot location during the Promotion Period. Only eligible Visa purchases made at participating Office Depot locations, online at www.officedepot.com, or via the Office Depot Catalog with a Visa card that is not in default under the customer agreement for that account and issued by a participating financial institution in the U.S., and processed through Visa U.S.A. Inc.'s transaction-processing system during the Promotion Period, are eligible for automatic entry. In the event of a dispute as to who submitted a particular cardholder entry, such entry will be deemed to be submitted by the primary person in whose name the card used to enter the Sweepstakes was issued. Account adjustment transactions/returns, cash advances, balance transfers, non-U.S.-dollar purchases, Interlink®-processed transactions, purchases authorized by entering a PIN (personal identification number), payment of late fees or over-limit fees, and Visa health and benefit cards are excluded from automatic entry. Visa cards or card numbers that are stolen, fraudulent, tampered with or otherwise altered are not eligible for automatic entry. Automatic entries must be made by 11:59:59 P.M. PT on December 24, 2008, in order to be eligible. Additional restrictions may apply. (2) To enter without purchase or obligation by U.S. mail: You may enter the Sweepstakes without purchase via U.S. mail by hand-printing your full name, address, city, state, ZIP code, and daytime and evening telephone numbers (including area code) on a 3" X 5" card and mailing it in a #10 envelope with proper postage affixed, to: Office Depot Visa 2008 Holiday Sweepstakes, P.O. Box 641, Bethpage, NY 11714-0641. Mail-in entries must be postmarked by December 24, 2008 and received by December 31, 2008, in order to be eligible. Enter as often as you wish; however, each mail-in entry must be mailed in a separate, postmarked, stamped envelope. Entries that are mechanically reproduced, copied, illegible, incomplete or inaccurate or which subvert the entry process in any way are void. Entries become the property of the Sponsor and will not be acknowledged or returned.

5. DETERMINATION OF WINNERS: Potential winners will be selected in a random drawing on or about January 15, 2009, from among all eligible automatic and mail-in entries received. The random drawing will be conducted by Strobe Promotions, Inc., an independent judging organization. Judges' decisions are final and binding on matters relating to this Sweepstakes. Potential Grand Prize winner will be notified by overnight or U.S. mail and/or telephone on or about January 22, 2009. First and Second Prize winners will not receive further winner notification. Potential Grand Prize winner will be required to sign an affidavit of eligibility/liability release and where legal, a publicity release, and federal and state tax release, and return these documents, properly executed, via overnight or U.S. mail, within fourteen (14) days of date of issuance of notification. Non-compliance within this time frame, with these Official Rules, if Sponsor is unable to contact potential winner within a reasonable time period or if prize or prize notification is returned as undeliverable, will result in such potential winner being disqualified and, at Sponsor's discretion, prize will be awarded to a potential alternate winner. Allow 6-8 weeks for delivery of Grand Prize following completion of winner verification process.

6. ODDS: Estimated odds of winning the Grand Prize are: 1: 1,201,819. Estimated odds of winning a First Prize are: 1: 2,404. Estimated odds of winning a Second Prize are: 1: 601. Estimated odds of winning any prize are 1: 481; however, the actual odds of winning any prize depends upon the total number of eligible entries received.

7. PRIZE DESCRIPTION: One (1) Grand Prize: A check in the amount of the winner's total purchases made on their Visa card during the promotion period (up to $5,000. Approximate Retail Value ("ARV"): $5,000. The Visa card used to calculate Grand Prize value will be the Visa card used to make the winning purchase at Office Depot. In the event that the Grand Prize is selected from the mail-in method of entry, a $5,000 check will be awarded to Grand Prize winner. Five Hundred (500) First Prizes: a statement credit on the Visa card used to make the winning purchase in the amount of the winning Visa purchase at Office Depot (up to $500). ARV: $500 each. Two thousand (2,000) Second Prizes: $25 Visa statement credit on the Visa card used to make the winning purchase. ARV: $25 each. Total ARV of all prizes: $305,000. In the event that a First or Second Prize winner is selected from the mail-in method of entry, winner will receive the maximum prize value in the form of a check. All costs and expenses associated with prize acceptance and use not specifically stated within these Official Rules as being provided are the sole responsibility of the winners, including, without limitation, all federal, state and local taxes. Prize may not be transferred or substituted except at the Sponsor's sole discretion. Sponsor reserves the right to substitute a prize with one of comparable or greater value, at its sole discretion. If a winner is at least 18 years of age but deemed a minor in his/her state or place of residence, prize may be awarded in the name of his/her parent or legal guardian who will be responsible for fulfilling all requirements imposed on winners as set forth herein. All prize details are at Sponsor's sole discretion. Limit one (1) prize per person and per household.

8. CONDITIONS OF PARTICIPATION: By entering, entrants agree to be bound by these Official Rules, including all eligibility requirements. By accepting a prize, each winner consents to the use of his/her name, image, likeness, photograph, voice, and biographical material for advertising, publicity and promotional purposes by Sponsor, or a party designated by the Sponsor, in any and all media now or hereafter devised, including but not limited to, any online announcements, worldwide in perpetuity, without additional compensation, notification or permission, except where prohibited by law. Entrants release and hold harmless Visa Inc., Visa U.S.A. Inc., Visa International Service Association, and their respective successors, affiliates, and client financial institutions, Office Depot Inc., and its parent companies, affiliates, subsidiaries, divisions, advertising and promotion agencies, prize suppliers, Strobe Promotions, Inc., and all of their respective employees, officers, directors and shareholders (collectively, "Releasees") from any and all claims, actions, injury, loss or damage of any kind, including but not limited to, personal injury or death, resulting from participating in this Sweepstakes or from the acceptance, possession, or use or misuse of any prize awarded. This limitation of liability is a comprehensive limitation of liability that applies to all damages of any kind, including (without limitation) compensatory, direct, indirect, or consequential damages; loss of data, income or profit; loss of damage to property; and claims of third parties. Entrants agree that Releasees have not made nor are in any manner responsible or liable for any warranty, representation or guarantee, statutory, express or implied (including but not limited to the implied warranties of merchantability, title and fitness for a particular purpose), in fact or in law, relative to the Sweepstakes.

9. GENERAL: Sponsor will collect information from the entrants solely for the purpose of the prize drawing and to notify winners. Sponsor will not share this information with any third parties, except as necessary for the administration of the Sweepstakes or winner notification as applicable. Releasees are not responsible for lost, late, illegible, misdirected, inaccurate, incomplete, delayed, garbled, postage-due or stolen mail, entries or transactions, or for transactions that are lost, misdirected, or fail to enter into the processing system; or are processed, reported or transmitted late or incorrectly; or for any other errors or problems of any kind, whether typographical, printing, mechanical, human, electronic or otherwise, relating to or in connection with the Sweepstakes, including, without limitation, any error or problem which may occur in connection with the administration of the Sweepstakes, the processing of entries, the announcement of the prizes or in any Sweepstakes-related materials. Entry materials that have been tampered with or altered are void. Sponsor reserves the right, in its sole discretion, to cancel or suspend part or all of this Sweepstakes at any time without notice, if in the judges' opinion there is any suspected or actual evidence of electronic or non-electronic tampering with any portion of the Sweepstakes, or if virus, bugs, non-authorized human intervention or other causes corrupt or impair the administration, security, fairness or integrity and proper play of the Sweepstakes. In such event, Sponsor may void any entries it suspects are at issue and, at its discretion, if terminated, award prizes in a random drawing from among all non-suspect, eligible entries received up to the date of cancellation. Caution: Any attempt by an entrant or any other individual to undermine the legitimate operation of the Sweepstakes may be in violation of criminal and civil laws, and should such an attempt be made, the Sponsor reserves the right to seek damages and other remedies (including attorneys' fees) from any such person to the fullest extent permitted by law, including criminal prosecution. Sponsor's failure to enforce any term of these Official Rules shall not constitute a waiver of that or any other provision. Sponsor reserves the right to disqualify entrants who violate the rules or interfere with this Sweepstakes in any manner. If an entrant is disqualified, Sponsor reserves the right to terminate that entrant's eligibility to participate in the Sweepstakes and void all associated entries.

10. DISPUTES: Except where prohibited, all issues and questions concerning the construction, validity, interpretation and enforceability of these Official Rules, or the rights and obligations of the entrant and Sponsor in connection with the Sweepstakes, shall be governed by, and construed in accordance with, the laws of the state of California, without giving effect to any choice-of-law or conflict-of-law rules (whether of the state of California, or any other jurisdiction), which would cause the application of the laws of any jurisdiction other than the state of California. Jurisdiction and venue shall be solely within the state of California.

11. WINNERS' LIST: To obtain the names of the winners, available after March 15, 2009, mail a self-addressed stamped envelope by March 15, 2009, to: Office Depot Visa 2008 Holiday Winners, P.O. Box 913, Bethpage, NY 11714-0913.

12. SPONSOR & ADMINISTRATOR: The Sponsor of this Sweepstakes is Visa U.S.A. Inc., P.O. Box 8999, San Francisco, CA 94128-8999. The administrator of this Sweepstakes is Strobe Promotions, Inc., 535 S. Broadway, Suite 203, Hicksville, NY 11801.