Exhibit  10





CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





AMENDED AND RESTATED PRIVATE LABEL


CREDIT CARD PROGRAM AGREEMENT





among





World  Financial Network National Bank


United  Retail Group, Inc.


United  Retail Incorporated





Dated  as of November 22, 2005





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TABLE OF CONTENTS





|            |                                              |                                                          | Page
|----------- | -------------------------------------------- | -------------------------------------------------------- | ----
|            |                                              |                                                          |     
|ARTICLE I   | DEFINITIONS                                  | 1                                                       
|            |                                              |                                                          |     
|            | 1.1                                          | Definitions                                              | 1   
|            |                                              |                                                          |     
|ARTICLE II  | THE PROGRAM                                  | 10                                                      
|            |                                              |                                                          |     
|            | 2.1                                          | Establishment of the Program; Generally                  | 10  
|            |                                              |                                                          |     
|            | 2.2                                          | Retailer to Honor Credit Card                            | 11  
|            |                                              |                                                          |     
|            | 2.3                                          | Consumer Terms and Policies                              | 11  
|            |                                              |                                                          |     
|            | 2.4                                          | Bank to Extend Credit                                    | 12  
|            |                                              |                                                          |     
|            | 2.5                                          | Commencement of Program                                  | 12  
|            |                                              |                                                          |     
|ARTICLE III | ADMINISTRATION                               | 12                                                      
|            |                                              |                                                          |     
|            | 3.1                                          | Program Documents; Related Materials                     | 12  
|            |                                              |                                                          |     
|            | 3.2                                          | Credit Rejection                                         | 13  
|            |                                              |                                                          |     
|            | 3.3                                          | Ownership of Accounts                                    | 13  
|            |                                              |                                                          |     
|            | 3.4                                          | Account Enhancement Services and Value-Added    Programs | 13  
|            |                                              |                                                          |     
|            | 3.5                                          | Cardholder List and Other Cardholder Information         | 13  
|            |                                              |                                                          |     
|            | 3.6                                          | Publicity                                                | 14  
|            |                                              |                                                          |     
|            | 3.7                                          | Promotions                                               | 14  
|            |                                              |                                                          |     
|ARTICLE IV  | OPERATING    RESPONSIBILITIES OF THE PARTIES | 14                                                      
|            |                                              |                                                          |     
|            | 4.1                                          | Banks Responsibilities                                  | 14  
|            |                                              |                                                          |     
|            | 4.2                                          | Retailers Responsibilities                              | 16  
|            |                                              |                                                          |     
|            | 4.3                                          | In-Store Payments                                        | 17  
|            |                                              |                                                          |     
|            | 4.4                                          | Statement Messages and Inserts                           | 18  
|            |                                              |                                                          |     
|            | 4.5                                          | Scoring and Credit Management                            | 18  
|            |                                              |                                                          |     
|            | 4.6                                          | Operation of the Program                                 | 18  
|            |                                              |                                                          |     
|            | 4.7                                          | Reports                                                  | 19  
|            |                                              |                                                          |     
|            | 4.8                                          | Equipment; Systems                                       | 19  
|            |                                              |                                                          |     
|            | 4.9                                          | Collections                                              | 19  
|            |                                              |                                                          |     
|            | 4.10                                         | Costs of the Program                                     | 21  
|            |                                              |                                                          |     
|            | 4.11                                         | Approval Rates                                           | 21  
|            |                                              |                                                          |     
|ARTICLE V   | SETTLEMENT PROCEDURES                        | 21                                                      
|            |                                              |                                                          |     
|            | 5.1                                          | Daily Settlement For Transaction Record(s)               | 21  
|            |                                              |                                                          |     
|            | 5.2                                          | Pass-Through Expenses                                    | 22  
|            |                                              |                                                          |     
|            | 5.3                                          | Taxes                                                    | 22  




i





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TABLE OF CONTENTS
(continued)





|             |                                               |                                            | Page
|------------ | --------------------------------------------- | ------------------------------------------ | ----
|             |                                               |                                            |     
|             | 5.4                                           | Settlement Reports                         | 22  
|             |                                               |                                            |     
|ARTICLE VI   | PROGRAM ECONOMICS                             | 22                                        
|             |                                               |                                            |     
|             | 6.1                                           | Payments by Bank to Retailer               | 22  
|             |                                               |                                            |     
|             | 6.2                                           | Postage                                    | 22  
|             |                                               |                                            |     
|             | 6.3                                           | Reconciliation of Disputes                 | 22  
|             |                                               |                                            |     
|             | 6.4                                           | Sales Tax Recapture                        | 23  
|             |                                               |                                            |     
|ARTICLE VII  | CHARGEBACK                                    | 24                                        
|             |                                               |                                            |     
|             | 7.1                                           | Banks Right to Chargeback                 | 24  
|             |                                               |                                            |     
|             | 7.2                                           | Exercise of Chargeback                     | 24  
|             |                                               |                                            |     
|ARTICLE VIII | REPRESENTATIONS AND    WARRANTIES OF RETAILER | 24                                        
|             |                                               |                                            |     
|             | 8.1                                           | Representations and Warranties of Retailer | 24  
|             |                                               |                                            |     
|ARTICLE IX   | COVENANTS OF RETAILER                         | 25                                        
|             |                                               |                                            |     
|             | 9.1                                           | Cooperation                                | 25  
|             |                                               |                                            |     
|             | 9.2                                           | Exchange Policy                            | 25  
|             |                                               |                                            |     
|             | 9.3                                           | Treatment of Cardholders                   | 26  
|             |                                               |                                            |     
|             | 9.4                                           | Financial Reporting                        | 26  
|             |                                               |                                            |     
|             | 9.5                                           | Compliance with Law                        | 26  
|             |                                               |                                            |     
|             | 9.6                                           | Communications                             | 26  
|             |                                               |                                            |     
|             | 9.7                                           | Audit and Access                           | 26  
|             |                                               |                                            |     
|             | 9.8                                           | Use of Credit Cards                        | 27  
|             |                                               |                                            |     
|             | 9.9                                           | Application Processing                     | 27  
|             |                                               |                                            |     
|ARTICLE X    | REPRESENTATIONS AND    WARRANTIES OF BANK     | 27                                        
|             |                                               |                                            |     
|             | 10.1                                          | Representations and Warranties of Bank     | 27  
|             |                                               |                                            |     
|ARTICLE XI   | COVENANTS OF BANK                             | 28                                        
|             |                                               |                                            |     
|             | 11.1                                          | Compliance with Law                        | 28  
|             |                                               |                                            |     
|             | 11.2                                          | Audit and Access                           | 29  
|             |                                               |                                            |     
|             | 11.3                                          | Financial Information                      | 29  
|             |                                               |                                            |     
|             | 11.4                                          | Operating Procedures                       | 29  
|             |                                               |                                            |     
|             | 11.5                                          | Cooperation                                | 29  
|             |                                               |                                            |     
|             | 11.6                                          | Communications Concerning Litigations      | 29  
|             |                                               |                                            |     
|ARTICLE XII  | OTHER AGREEMENTS                              | 30                                        
|             |                                               |                                            |     
|             | 12.1                                          | Retailer Acquisitions                      | 30  




ii





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TABLE OF CONTENTS
(continued)





|             |                      |                                                                   | Page
|------------ | -------------------- | ----------------------------------------------------------------- | ----
|             |                      |                                                                   |     
|             | 12.2                 | Exclusivity                                                       | 30  
|             |                      |                                                                   |     
|             | 12.3                 | Grant of Security Interest; UCC Matters                           | 30  
|             |                      |                                                                   |     
|             | 12.4                 | Use of Retailer Marks                                             | 31  
|             |                      |                                                                   |     
|             | 12.5                 | Power of Attorney                                                 | 32  
|             |                      |                                                                   |     
|             | 12.6                 | Force Majeure                                                     | 32  
|             |                      |                                                                   |     
|             | 12.7                 | Confidentiality and Security Control                              | 32  
|             |                      |                                                                   |     
|ARTICLE XIII | TERM AND TERMINATION | 35                                                               
|             |                      |                                                                   |     
|             | 13.1                 | Term of Agreement                                                 | 35  
|             |                      |                                                                   |     
|             | 13.2                 | Bank Termination Events                                           | 35  
|             |                      |                                                                   |     
|             | 13.3                 | Banks Rights Following a Bank Termination Event                  | 36  
|             |                      |                                                                   |     
|             | 13.4                 | Retailer Termination Events                                       | 36  
|             |                      |                                                                   |     
|             | 13.5                 | Retailers Rights Following a Retailer Termination    Event       | 37  
|             |                      |                                                                   |     
|             | 13.6                 | Additional Obligations of Bank Upon Termination                   | 38  
|             |                      |                                                                   |     
|             | 13.7                 | Purchase Following Termination                                    | 38  
|             |                      |                                                                   |     
|             | 13.8                 | Failure of Retailer to Purchase Accounts Following    Termination | 40  
|             |                      |                                                                   |     
|             | 13.9                 | Alternative to Termination                                        | 40  
|             |                      |                                                                   |     
|             | 13.10                | Collateral Account                                                | 41  
|             |                      |                                                                   |     
|             | 13.11                | Letter of Credit                                                  | 41  
|             |                      |                                                                   |     
|ARTICLE XIV  | INDEMNIFICATION      | 41                                                               
|             |                      |                                                                   |     
|             | 14.1                 | Indemnification by Retailer                                       | 41  
|             |                      |                                                                   |     
|             | 14.2                 | Indemnification by Bank                                           | 42  
|             |                      |                                                                   |     
|             | 14.3                 | Effect of Knowledge or Materiality                                | 42  
|             |                      |                                                                   |     
|             | 14.4                 | Notice                                                            | 43  
|             |                      |                                                                   |     
|ARTICLE XV   | MISCELLANEOUS        | 43                                                               
|             |                      |                                                                   |     
|             | 15.1                 | Assignability                                                     | 43  
|             |                      |                                                                   |     
|             | 15.2                 | Amendment                                                         | 43  
|             |                      |                                                                   |     
|             | 15.3                 | Non-Waiver                                                        | 43  
|             |                      |                                                                   |     
|             | 15.4                 | Severability                                                      | 43  
|             |                      |                                                                   |     
|             | 15.5                 | Governing Law                                                     | 43  
|             |                      |                                                                   |     
|             | 15.6                 | Captions                                                          | 43  
|             |                      |                                                                   |     
|             | 15.7                 | Further Assurances                                                | 43  
|             |                      |                                                                   |     
|             | 15.8                 | Entire Agreement                                                  | 44  




iii





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TABLE OF CONTENTS
(continued)





| |       |                                 | Page
| | ----- | ------------------------------- | ----
| |       |                                 |     
| | 15.9  | Notices                         | 44  
| |       |                                 |     
| | 15.10 | Binding Effect                  | 44  
| |       |                                 |     
| | 15.11 | Independent Contractor          | 45  
| |       |                                 |     
| | 15.12 | Press Releases                  | 45  
| |       |                                 |     
| | 15.13 | Jurisdiction                    | 45  
| |       |                                 |     
| | 15.14 | Counterparts                    | 45  
| |       |                                 |     
| | 15.15 | Agreement Executed by Facsimile | 45  
| |       |                                 |     
| | 15.16 | Waiver of Jury Trial            | 45  
| |       |                                 |     
| | 15.17 | Survival                        | 45  




iv





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AMENDED AND RESTATED PRIVATE LABEL


CREDIT CARD PROGRAM AGREEMENT





This  Amended and Restated Private Label Credit Card Program Agreement is made as of  November 22, 2005, to be effective as of January 29, 2006 (the Effective  Date) by and among World Financial Network National Bank (Bank), United  Retail Group, Inc. (URGI) and United Retail Incorporated (the latter two  entities being collectively referred to herein as Retailer). Capitalized  terms used herein have the meanings given to them in Article I (Definitions)  hereof.





W I T N E S  S E T H:





WHEREAS,  Bank and Retailer are parties to that certain Private Label Credit Card Program  Agreement dated as of January 27, 1998 (as it has been amended, modified and/or  supplemented prior to the date hereof, the Prior Agreement);





WHEREAS,  Retailer is engaged in the business of selling womens clothing and other  merchandise at retail; and





WHEREAS,  Bank is engaged in the business of establishing private label consumer credit  card programs for retailers and providing credit to consumers under credit card  accounts established in connection therewith; and





WHEREAS,  Bank and Retailer desire to amend and restate the Prior Agreement as stated  herein as of the Effective Date.





NOW,  THEREFORE, in consideration of the terms, conditions and mutual covenants  contained herein, and for other good and valuable consideration, the receipt  and sufficiency of which are hereby acknowledged, Bank and Retailer hereby  agree as follows:





ARTICLE IDEFINITIONS





1.1     Definitions.  As used in this Agreement, the following capitalized terms shall have the  following meanings:





Account  means and includes the following: (i) any open-end revolving Credit Card  Agreement, between a Cardholder and Bank under the Program, pursuant to which  such Cardholder may finance Purchases on credit, including all Existing Accounts;  (ii) all Receivables, contract rights, general intangibles, chattel paper,  and instruments related to, comprising, securing or evidencing the obligation,  or the receivables therefrom; and (iii) any and all other rights,  remedies, benefits, interests and titles, both legal and equitable, to which  Bank may now or at any time hereafter be entitled in respect of the foregoing.





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Account  Documentation means, with respect to an Account, Credit Cards, Credit Card  Applications, and Credit Card Agreements.





Account  Enhancement Services shall have the meaning assigned to such term in  Schedule 3.4 hereto.





Affiliate  means, with respect to any Person, each Person that controls, is controlled by,  or is under common control with, such Person. For the purpose of this  definition, control of a Person shall mean the possession, directly or  indirectly, of the power to direct or cause the direction of its management or  policies, whether through the ownership of voting securities, by contract or  otherwise.





Agreement  means this Amended and Restated Private Label Credit Card Program Agreement,  including all annexes, exhibits and schedules, and including all amendments,  modifications and supplements made from time to time.





Applicant  means an individual who applies for an Account under the Program.





Approval  Rate means the percentage of Credit Card Applications submitted at  in-store point of sale locations that are approved by Bank.





Automated  Telephone Application Procedures means a procedure designed to open  Accounts at the point of sale or order entry, whereby, in either case, an  application for credit is processed without a paper application being completed  by an Applicant, such information instead being keyed into a telephone.





Bank  shall have the meaning assigned to such term in the introductory paragraph  hereto.





Bank  Privacy Policy shall be the Banks written privacy policy utilized with  respect to all of its client portfolios, as such policy may be amended or  modified  in writing for all Bank  clients by Banks executive management from time to time. The Bank Privacy  Policy as of the date hereof is attached hereto as Exhibit B hereto.





Bankruptcy  Code means Title 11 of the United States Code, as amended, or any other  applicable state or federal bankruptcy, insolvency, moratorium or other similar  Laws.





Batch  Prescreen Application Procedures means the procedures relating to an offer  of credit by Bank to certain customers prequalified by Bank in a batch, made  typically within a catalog environment.





Baseline  Mix shall have the meaning assigned to such term in Exhibit 4.11 hereto.





Billing  Cycle means Banks practice of posting Consumer Charges, Cardholder  payments and credits to Accounts on a monthly basis.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Business  Day means any day, except Saturday, Sunday, or a day on which banks are  required or permitted to be closed in Ohio.





Cardholder  means any natural Person who has entered into a Credit Card Agreement with Bank  or who is or may become obligated under or with respect to an Account.





Cardholder  List shall mean any identification (in   magnetic tape or other format) of all Cardholders including,  without limitation, the name, address, email address and telephone number of  any such Person and the date on which and Store trade name in which she last  made a Purchase, as well as any other identification or information contained  in Exhibit 3.5 hereto. The foregoing notwithstanding, the parties acknowledge  and agree that the Cardholder List shall not contain identifications or other  information with respect to Existing Accounts unless such identifications or  information were received by Bank from Citibank or are accepted by Bank  thereafter.





Charge  Slip means a sales receipt, register receipt tape or other invoice or  documentation, whether in hard copy or electronic draft capture form, in each  case evidencing a Purchase.





Citibank  means Citibank (South Dakota), N.A. and its successors and assigns.





Collateral  Account shall have the meaning assigned to such term in Section 13.10(a)  (Collateral Account).





Collateral  Amount shall have the meaning assigned to such term in Section 13.9  (Alternative to Termination).





Collection  Policies and Procedures shall have the meaning assigned to such term in  Section 4.9(a) (Collections).





Consumer  Charges means late fees, finance charges and return payment fees as set  forth in Exhibit 2.3 with such changes therein and additions thereto as may be  proposed, reviewed and approved in accordance with Section 2.3(a) (Consumer  Terms and Policies).





Consumer  Personal Information shall mean that non-public personally identifiable  information regarding Applicants, customers, and Cardholders, including but not  limited to Account information that is subject to protection from publication  under applicable Law.





Cost  of Funds means, for any period, the following: (a) for up to the first  [****] tranche of Receivables, the cost of financing such Receivables for the  three (3) month period commencing February 1, 1999 and for each three (3) month  period thereafter will be based on one-year treasuries plus [****] basis points  to be reset every three (3) months, with one (1) year treasuries not to be more  than [****] per annum and not to be less than [****] for the purpose of this  calculation, and (b) for the balance of the Receivables, the cost of financing  such





3





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Receivables for that period, based on the following: the average  annualized cost of borrowings of the Master Trust(s) for that period (weighted  at [****] of the cost of financing) and the average annualized cost of Banks  borrowings for that period (weighted at [****] of the cost of financing).





Credit  Card means the plastic card owned by Bank under the Program exclusively  for use with the Program, which card evidences a Cardholders right to make  Purchases.





Credit  Card Agreement means the open-end revolving credit agreement between Bank  and each Cardholder pursuant to which such Cardholder may make Purchases, on  credit provided by Bank, together with any modifications or amendments which  may be made to such agreement.





Credit  Card Application means Banks credit application which must be submitted  to Bank by Applicants who wish to become Cardholders for review and approval or  disapproval by Bank. For the avoidance of doubt, such applications shall  include applications and/or responses in connection with Batch Prescreen  Application Procedures, Quick Credit Application Procedures, On-Line Prescreen  Application Procedures, Automated Telephone Application Procedures, Instant  Credit Application Procedures and Web-Based Application Procedures.





Credit  Collateral Specifications means, as of the date hereof, the specifications  attached as Exhibit C hereto.





Credit  Documentation means, with respect to an Account, any and all documentation  relating to the Account, including, without limitation, Credit Cards, Credit  Card Applications, Credit Card Agreements, Transaction Record(s), Charge Slips,  Credit Slips, checks and stubs, credit bureau reports, adverse action  information, change of terms notices and correspondence.





Credit  Sales Day means any day, whether or not a Business Day, on which Goods  and/or Services are sold by Retailer.





Credit  Slip means a sales credit receipt or other documentation, whether in hard  copy or electronic draft capture form, evidencing a return or exchange of Goods  or a credit on an Account as an adjustment for Services rendered or not  rendered to a Cardholder by (i) Retailer or (ii) a Person authorized by  Retailer and approved by Bank (such approval not to be unreasonably withheld).





Daily  Payment shall have the meaning assigned to such term in Exhibit 6.1 (Daily  Payment).





Damages  shall have the meaning assigned to such term in Section 14.1 (Indemnification  by Retailer).





4





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Direct  Marketing Program means the sale of Goods and/or Services outside of  Stores, including sales through direct mail, Internet, and bill stuffers. Effective  Date shall have the meaning assigned to such term in the introductory  paragraph hereto.





Event  of Bankruptcy means, with respect to any Person, the occurrence of any of  the following events:  (a) a decree  or order, by a Governmental Authority having jurisdiction, is entered with  respect to such Person and is not vacated, discharged, stayed or bonded within  60 days after the date of entry thereof, (i) for relief in respect of such  Person pursuant to the Bankruptcy Code, (ii) appointing a custodian,  receiver, liquidator, assignee, trustee, or sequestrator (or similar official)  of such Person or of any substantial part of its properties, or (iii) ordering  the winding-up or liquidation of the affairs of such Person, or (b) a person or  entity other than such Person files a petition seeking the institution of any  proceedings specified in clauses (a)(i), (ii) or (iii) in
respect of such  Person, and such petition shall not be discharged or dismissed within 60 days  after the date of filing thereof, or (c) such Person (i) files a petition  seeking relief pursuant to the Bankruptcy Code, (ii) consents to the  institution of proceedings pursuant thereto or to the filing of any such  petition or to the appointment of or taking possession by a custodian,  receiver, liquidator, assignee, trustee or sequestrator (or similar official)  of such Person or of any substantial part of its properties, or the winding up  or liquidation of its affairs or (iii) takes corporate action in  furtherance of any such action.





Existing  Accounts means those private label credit card accounts bearing the names  or trademarks, tradenames or logos of Retailer owned by Citibank, which have  been conveyed to Bank by Citibank.





Extended  Term has the meaning assigned to such term in Section 13.1(a) (Term of  Agreement).





Final  Liquidation Date shall mean the date on which Bank no longer owns any Accounts  that have balances outstanding which have not been written off under the  Write-Off Policy.





Fiscal  Month means each four (4) or five (5) week period designated as such in  the calendar published by the National Retail Federation for retailers on a  Fiscal Year-reporting basis; provided that the Fiscal Month in which the  Effective Date occurs shall be deemed to begin on the Effective Date.





Fiscal  Quarter means each three (3) Fiscal Month period set forth in the calendar  published by the National Retail Federation for retailers on a Fiscal  Year-reporting basis; provided that the Fiscal Quarter in which the Effective  Date occurs shall be deemed to begin on the Effective Date.





Fiscal  Year means the fiscal year set forth in the calendar published by the  National Retail Federation setting forth the fiscal year for retailers on a  52/53 week fiscal year ending on the Saturday closest to January 31; provided  that the first Fiscal Year under this Agreement shall be the period beginning  on the Effective Date and ending on the Saturday closest to January 31, 2007.





5





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Force  Majeure Event shall have the meaning assigned to such term in Section 12.6  (Force Majeure).





Goodwill Adjustments means credits to Accounts that are neither  payments, returns or other in-store adjustments, write-offs nor chargebacks.





Goods  and/or Services means all merchandise and services which may be purchased  by Cardholders from Retailer or a Person authorized by Retailer and approved by  Bank (such approval not to be unreasonably withheld) or pursuant to Value-Added  Programs or through Direct Marketing Programs.





Governmental  Authority means any government, any state, or any other political  subdivision thereof, and any entity exercising executive, legislative,  judicial, regulatory or administrative functions of or pertaining to  government, in each case whether federal, state or local.





Indebtedness  means liability for borrowed money.





Initial  Term has the meaning assigned to such term in Section 13.1(a) (Term of  Agreement).





Instant  Credit Application Procedures means procedures designed to open Accounts  at the point of sale or order entry whereby an application for credit is  communicated to Bank either verbally at the point of sale or systemically  during the catalog order entry process.





Law  means all laws, codes, statutes, ordinances, rules, regulations, decrees and  orders of any Governmental Authority.





Lien  means any mortgage, pledge, assignment, claim, lien (statutory or other), right  of first refusal, charge or encumbrance, imperfection of title or other matters  affecting title, and any rights of third parties whatsoever, including, without  limitation, any liens or encumbrances (whether choate or inchoate) arising in  respect of taxes.





Master  Trust means any trust to which Bank sells any Receivables (including  Receivables from Existing Accounts) set up for purpose of securitization  pursuant to a Master Trust Agreement.





Measurement  Notice shall have the meaning assigned to such term in Section 4.1(b)  (Banks Responsibilities).





Month-End  Accounts Receivable means, for any calendar month, the amount of the  month-end Receivables for that calendar month.





Monthly  Net Revenue shall have the meaning assigned to such term in Section  13.8(b) (Failure of Retailer to Purchase Accounts Following Termination).





Monthly  Net Revenue Requirement shall have the meaning assigned to such term in  Section 13.8(b) (Failure of Retailer to Purchase Accounts Following  Termination).





6





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Monthly  Program Costs means, for any calendar month, (a) the Cost of Funds for  such calendar month, plus (b) the Write-Off Amount for such calendar month,  plus (c) all consumer charges written off by Bank in accordance with the  Write-Off Policy for such calendar month.





Monthly  Program Revenues means, for any calendar month, Consumer Charges billed by  the Bank with respect to such calendar month (including any real-time adjustments  made by Bank during that month), excluding revenues in respect of Value-Added  Programs.





Net  Revolving Non-Promotional Credit Sales means, for any Credit Sales Day,  the Net Transaction Volume for such Credit Sales Day as reflected in the  Transaction Records for such Credit Sales Day, excluding the amount of  Purchases reflected in said Transaction Records that were made pursuant to  promotions under which finance charges or payments are deferred or waived.





Net  Transaction Volume means, with respect to any period, an amount equal to  the aggregate amount of Purchases (including all applicable shipping, handling  and taxes) on Accounts for such period (as reflected in Transaction Records) less  the aggregate amount of Credit Slips for such period (as reflected in  Transaction Records).





New  Approval Rate Percentage shall have the meaning assigned to such term in  Exhibit 4.11.





Non-Compliance  Notice shall have the meaning assigned to such term in Section 4.1(b)  (Banks Responsibilities).





Non-Permitted  Credit Program means any consumer credit, debit or charge program which  may be utilized for the purchase of Goods and Services, other than a program  which the Retailer is permitted to accept, utilize, market or promote pursuant  to Section 12.1 (Retailer Acquisitions).





On-Line  Prescreen Application Procedures means a procedure where a pre-screened  offer of credit is made to Retailers customers meeting Banks credit criteria  in a real-time pre-approved process according to the Operating Procedures. The  process utilizes traditional order entry data elements to build customer  records. The customer records are pre-screened by a credit bureau using Banks  established criteria to determine if an offer of credit is appropriate.  Customer records passing the Banks pre-screening credit criteria are returned  to the point of entry where the pre-approved offer to open an Account is made.  Records not passing the credit criteria are not returned and no offer is made.





Operating  Procedures means the instructions and procedures to be followed by the  parties in connection with the Program, as such instructions and procedures may  be provided by Bank to Retailer from time to time in accordance herewith.





Other  Clients Policies and Procedures shall have the meaning assigned to such  term in Section 4.9 (Collections).





7





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Other  Credit Terms and Criteria shall have the meaning assigned to such term in  Section 2.3(b) (Consumer Terms and Policies).





Pass  Through Expenses means those expenses incurred by Bank in servicing the  Accounts which are listed on Exhibit 5.2 hereto.





Pay  by Phone means a service provided by Bank from time to time whereby  Cardholders, for a fee paid to Bank and agreed to by Retailer, may make  payments to Bank on Accounts using a pay by phone product offered by Bank.





Permitted  Change means a change required to be made by Law or demand of any  Governmental Authority, but only to the extent such change is required or  demanded of all Persons regulated by the Government Authority that regulates  Bank.





Person  means any individual, sole proprietorship, partnership, joint venture, trust,  unincorporated organization, association, corporation, institution, public  benefit corporation, entity or Governmental Authority.





Pooling  and Servicing Agreement means a Pooling and Servicing Agreement entered  into in connection with a Master Trust by Bank and a trustee, including each  supplement thereunder, as the same may be amended, supplemented or otherwise  modified from time to time.





Principal  Balancemeans Receivables less billed Consumer Charges,  including delinquent Consumer Charges.





Prior  Agreement shall have the meaning assigned in the recitals hereto.





Program  means the credit card program established pursuant to this Agreement and made  available to qualified customers of Retailer to make Purchases.





Program  Assets shall have the meaning assigned to such term in Section 13.7(a)  (Purchase Following Termination).





Purchase(s)  means purchase(s), for personal, family or household purposes, by a Cardholder  of any Goods and/or Services on an Account, whether such purchase occurs in a  Store, by mail order, through a catalogue, by telephone order, by computer or  other direct access method or by any other medium or method through which a  purchase can be effected.





Put  Notice shall have the meaning assigned to such term in Section 13.7(b)  (Purchases Following Termination).





Quick  Credit Application Procedures means an in-store application procedure  designed to open Accounts as expeditiously as possible at point of sale,  whereby an application for an Account is processed electronically at the point  of sale.





Receivable  means any and all amounts owed from time to time with respect to the Purchases  on an Account including, without limitation, any unpaid balances, Consumer  Charges (including finance charges, deferred finance charges, fees and other  charges), and





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charges for sales tax, regardless of whether such Receivable consists  of an account, chattel paper, an instrument or a general intangible  under and as defined in Article or Division 9 of the UCC applicable to such  Receivable, and all proceeds of any of the foregoing.





Retailer  shall have the meaning assigned to such term in the introductory paragraph  hereto.





Retailer  Marks means the various tradenames, trademarks, servicemarks and logos of  Retailer set forth on Exhibit A hereto.





Service  Level Standards shall have the meaning assigned to such term in Section  4.1(b) (Bank Responsibilities).





Servicer  shall have the meaning assigned to such term in Section 4.3(b) (In-Store  Payments).





Solvent  means, when used with respect to any Person on a particular date, that on such  date (a) the fair value of the property of such Person is greater than the  total amount of liabilities, including, without limitation, contingent  liabilities, of such Person, (b) the present fair salable value of the  assets of such Person is not less than the amount that shall be required to pay  the probable liability of such Person on its debts as they become absolute and  matured, (c) such Person is able to realize upon its assets and pay its  debts and other liabilities, contingent obligations and other commitments as  they mature in the normal course of business, (d) such Person does not  intend to, and does not believe that it shall, incur debts or liabilities  beyond such Persons ability to pay as
such debts and liabilities mature, and  (e) such Person is not engaged in business or a transaction, and is not  about to engage in business or a transaction, for which such Persons property  would constitute unreasonably small capital after giving due consideration to  the prevailing practice in the industry in which such Person is engaged.





Store  Account shall  have the meaning  assigned to such term in Section 4.3(b) (In-Store Payments).





Store  Payment Notice shall have the meaning assigned to such term in Section  4.3(b) (In-Store Payments).





Stores  means any and all stores or other retail channels, including internet and  catalogue operations, which are operated, conduct business or make sales under  a Retailer Mark.





Termination  Notice shall have the meaning assigned to such term in the fourth recital  hereto.





Transaction  Record(s) shall mean, with respect to each Purchase of Goods or Services  by a Cardholder from Retailer and/or through Stores, each credit or return  applicable to a Purchase of Goods or Services, and each payment received by  Retailer and Stores from a Cardholder on Banks behalf: (a) the Credit Slip or  Charge Slip corresponding to the Purchase, credit or return; or (b) a computer  readable tape/cartridge or electronic transmission containing the following  information: the Account number of the Cardholder, the Store number at which  the Purchase, credit or return was made, the total of (i) the Purchase price of  Goods or Services





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purchased or amount of the credit, as applicable, plus (ii) the date of  the transaction, an identification of the Goods or Services purchased, credited  or returned and the authorization code, if any, obtained by Retailer or  Store prior to completing the transaction;  or (c) at Retailers option, an electronic record whereby Retailer or a Store electronically  transmits the information described in subsection (b) hereof to a network  provider (selected by Retailer at its expense), which in turn transmits such  information to Bank by a computer tape/cartridge or electronic tape or  transmission.





UCC  means the Uniform Commercial Code (or analogous personal property security Law)  of the jurisdiction with respect to which such term is used as in effect from  time to time.





Unsafe  and Unsound Banking Practice means an unsafe and unsound banking practice  as defined in banking laws and regulations applicable to federally chartered  credit card banks located in the State of Ohio.





URGI  shall have the meaning assigned to such term in the introductory paragraph  hereto.





Value-Added  Program shall have the meaning assigned to such term in Exhibit 3.4  (Value-Added Programs).





Web-Based  Application Procedures means web-based procedures that allow Applicants to  apply for Accounts by submitting information online.





Write-Off  Amount shall mean, for any period, an amount equal to (a) the Principal  Balances written off by Bank in accordance with the Write-Off Policy in such  period, less (b) the gross amount (without deduction for attorneys  fees, collection agency fees or other collection fees) of cash recoveries in  respect of written-off Receivables (including Receivables from Existing  Accounts written off prior to and after the Conversion Date) received in  respect of such period (including in connection with any sale by Bank of such  written-off receivables).





Write-Off  Policy shall mean the policy by which Bank writes off, as of the last day  of every Billing Cycle, Accounts: (i) that are 180 days contractually past due  during that Billing Cycle, (ii) as to which Bank has received official notice  that the Cardholders obligated in respect thereof have filed petitions for  relief under the Bankruptcy Code at least fifteen (15) days prior to the last  day of that Billing Cycle, (iii) as to which the Cardholders are deceased,  and/or (iv) which contain fraudulent charges, as such write-off policy may  be modified in accordance with Section 4.9(c) (Collections).





ARTICLE IITHE PROGRAM





2.1     Establishment  of the Program; Generally.





(a)     Pursuant  to the terms and conditions of this Agreement, Retailer and Bank hereby agree  to continue and participate in the Program for the purpose of making open-end credit  available (up to such credit limits as from time to time may be established  and/or modified in accordance herewith) to qualified customers of Retailer for  Purchases.





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(b)     With  respect to each Applicant under the Program who qualifies for credit under  Banks credit standards as established under this Agreement, Bank shall open an  Account, issue to such qualified Applicant a Credit Card, activate such  Applicants Credit Card in accordance with the Operating Procedures and grant  credit to such Applicant for Purchases. The terms and conditions upon which a  Cardholder may use the Credit Card and upon which Bank may extend credit to a  Cardholder shall be governed by the Credit Card Agreement between the  Cardholder and Bank.





(c)     Bank  shall make available to Retailer and Applicants, and Retailer at its option may  utilize, Quick Credit Application Procedures, Batch Prescreen Application  Procedures and On-Line Prescreen Application Procedures, Web-Based Application  Procedures, Automated Telephone Application Procedures, Instant Credit  Application Procedures, such other application procedures that Bank makes  available to its other customers from time to time (except for any custom  procedures which Bank may make available to a single client on special terms)  or any combination thereof.





(d)     Bank  shall make available to Retailer and its customers Internet Charge Slip  processing and Cardholder Account customer service. If Retailer determines to  utilize such procedures and services, Retailer shall be responsible for  integrating and maintaining on its website at its sole expense a link to the  Banks Internet website. Retailer will use reasonable efforts to integrate and  maintain the link, and to ensure access to the Banks Internet website and  reduce technical errors, and that its software providing the link will  function, and continue to function, in a sound technical manner. Retailer shall  monitor in its discretion the link to ensure it is functioning properly. In the  event Bank changes or otherwise modifies the website address for Banks  Internet site, Retailer will
either update or modify the link as directed by  Bank and at Banks expense. Retailer agrees that, in connection with the link, it  will use Banks name, or any logo, statements or any other information that is  related to Bank only as approved in advance and in writing by Bank.





2.2     Retailer  to Honor Credit Card. Retailer shall participate in the Program and honor  any valid Credit Cards for Purchases. Only the cash selling price of Goods and  Services (which shall include all applicable shipping, handling and taxes)  shall be charged to Accounts. Retailer shall permit customers with Accounts to  charge Goods and Services to their Accounts, subject to and in accordance with  the Operating Procedures.





2.3     Consumer  Terms and Policies. (a)  The initial  Consumer Charges applicable to Accounts are set forth in Exhibit 2.3 hereto.  Except as provided in subsection (c) below, Bank shall consult with Retailer  concerning whether and when to impose other charges under Credit Card  Agreements and the amount of such additional charges. Any such additional  charges must be mutually agreed upon by the parties. Except as provided in  subsection (c) below, Bank shall consult with Retailer concerning any future  changes to any Consumer Charges (including Consumer Charges specified on  Exhibit 2.3 hereto), which changes must be mutually agreed upon by the parties,  provided, however, that Bank in its reasonable discretion on an  individual Cardholder basis, may reduce and/or waive any such Consumer Charges  in the ordinary course of providing customer
service in respect of, and  collecting, Accounts.





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(b)     Bank  shall set the credit standards used in connection with the issuance of Credit  Cards, the range of credit limits to be made available to individuals, the  standards for increasing credit limits, the standards for termination or  suspension of credit privileges, the terms for soliciting preapproved  customers, the grace periods applicable to Accounts, the amount of minimum  payments on Accounts and the other terms and conditions (other than Consumer  Charges) under which credit is extended to Cardholders (collectively referred  to herein as the Other Credit Terms and Criteria), all of which Other Credit  Terms and Criteria must be mutually agreed upon by the parties. Except as  provided in subsection (c) below, any changes made by Bank to Other Credit  Terms and Criteria also shall be
reviewed and may be approved or disapproved by  Retailer in its reasonable discretion.





(c)     Notwithstanding  any other provision of this subsection to the contrary, (i) each party, without  the others approval, may take any actions at any time that it in good faith  determines are required by law or demand of any Governmental Authority and (ii)  Bank may take any actions that it in good faith determines are required to  prevent the operation of the Program from becoming an Unsafe and Unsound  Banking Practice and shall give such notice to Retailer as is reasonable under  the circumstances. The determinations made by the parties in accordance with  the preceding sentence shall take into account, if pertinent, the overall economics  of the Program. Any changes so made by any party shall be made in a manner  designed to ameliorate any negative impact on the other party or
Cardholders.





2.4     Bank  to Extend Credit. Subject to (i) the terms of this Agreement, (ii) the credit  limits applicable to each Account and (iii) the terms and conditions in the  Credit Card Agreement, Bank shall extend credit to Cardholders in amounts set  forth as the total for any Purchases reflected in Transaction Records received  and accepted by Bank.





2.5     Commencement  of Program. The Program, as operated under this Agreement, shall commence  on the Effective Date.





ARTICLE IIIADMINISTRATION





3.1     Program  Documents; Related Materials. (a) Bank and  Retailer shall cooperate and assist each other in the preparation of all  documents to be used in connection with the Program. Bank shall, following  consultation with Retailer, provide Retailer or Cardholders, as applicable,  with Credit Cards, credit card mailers and such other documents as are  necessary for the operation of the Program, as well as forms of Credit Card  Applications and Credit Card Agreements, all of which documents shall contain  the Consumer Charges and Other Credit Terms and Criteria established pursuant  to Section 2.3 (Consumer Terms and Policies).





(b)       All Credit Card Applications, Credit Card Agreements and Credit Cards shall  clearly disclose that credit is being extended to Cardholders by Bank except as  otherwise agreed by Bank. No Account Documentation given to Applicants or  Cardholders shall be utilized unless Bank and Retailer have expressly approved  the form and content of such documents in writing; provided, however, that if  changes to Account Documentation are required by Law, then Bank shall not be  required to obtain Retailers approval for any such change.





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(c)       The foregoing subsections notwithstanding, Bank acknowledges and agrees that:  (i) all Program documents and related materials needed to operate the Program  (except in-store signage, temporary cards and applications) shall be provided  by Bank at Banks expense and be in a form and of a quality substantially  similar to that being used by Retailer immediately prior to the date hereof,  and (ii) Bank, at Banks expense, shall accept electronic applications in the  form currently used by Retailer and provide the dial-in networks to receive  such forms.





3.2     Credit  Rejection. The rejection for credit of any individual Applicant under the  Program in accordance with the terms hereof shall not give rise to any claim,  liability, demand, offset, defense, counterclaim or other right or action by  Retailer against Bank and Retailer hereby waives and releases any such claim  that it may have against Bank, provided, however, that (a) Bank shall indemnify  Retailer in accordance with Section 14.2(vi) (Indemnification by Bank), and (b)  the parties shall have the respective rights and obligations in respect of  Approval Rates set forth in Section 4.11 hereof.





3.3     Ownership  of Accounts. Bank shall be the sole and exclusive owner of all Accounts,  Receivables and Account Documentation and shall be entitled to receive all  payments made by Cardholders on Accounts, and Retailer acknowledges and agrees  that it has no right, title or interest in any of the foregoing and no right to  any payments made by Cardholders on Accounts or any proceeds in respect of the  Accounts.





3.4     Account  Enhancement Services and Value-Added Programs. The parties and/or their  designees shall provide Account Enhancement Services and Value-Added Programs  as stated in Exhibit 3.4 hereto.





3.5     Cardholder  List and Other Cardholder Information. (a)   Retailer acknowledges and agrees that Bank is the sole and exclusive  owner of the Cardholder List. Bank hereby grants to Retailer for the term of  this Agreement an exclusive and royalty-free license to use (or sublicense or  assign the right to use) the Cardholder List for all purposes, including for  advertisements, solicitations or other marketing efforts, regardless of the  manner or media through which the marketing effort is made, and regardless of  whether the product or service has previously been marketed by Retailer, except  that Retailer shall not sublicense or assign the right to use the Cardholder  List to a third Person for that Persons own use, it being understood that  Retailer may sublicense or assign the right to use the Cardholder List to third  Persons where the purpose is
to make sales where the Credit Card is one form of  tendering payment. Retailers use of the Cardholder List shall be in accordance  with any legal restrictions identified by Bank and with applicable Law and this  Agreement. The foregoing notwithstanding, Bank shall have the exclusive right  (even as to Retailer) to use the Cardholder List (or any other lists including  information relating to Cardholders or Applicants for Accounts obtained in  connection herewith) to operate the Program in accordance with this Agreement  (which operation shall include, without limitation, the offering of Account  Enhancement Services to Cardholders in accordance with Exhibit 3.4 hereto).  Bank shall not use the Cardholder List (or any other lists including  information relating to Cardholders or Applicants for Accounts obtained in  connection herewith) except in connection with the Program (including Account  Enhancement Services) and in accordance with applicable Law and this Agreement.  For the avoidance of
doubt, the parties acknowledge that Banks use of the Cardholder  List (or any other lists including information relating to Cardholders or  Applicants for Accounts obtained in connection herewith) in





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accordance with this Agreement in connection with Banks internal risk  management procedures (e.g., antifraud mechanisms) shall be deemed a use in  connection with the Program. Each parties use rights in respect of the  Cardholder List shall include a right to sublicense for permitted purposes  hereunder.





(b)     Bank  shall maintain, update and provide Retailer with a Cardholder List in the form  of Exhibit 3.5 hereto monthly at no charge to Retailer and, if requested by  Retailer, Bank also shall update and provide Retailer with such Cardholder List  more frequently than monthly, at costs to be agreed upon by the parties.





3.6     Publicity.  Any press releases, advertisements, publicity or other materials which promote  the Program shall not be publicly distributed or disseminated without the prior  written consent of Retailer and Bank; provided, however, that  (i) neither party shall be required to obtain the others consent for any  portion of a document containing disclosures or other information which in such  persons judgment is required by or appropriate to comply with, any applicable Law;  and (ii) Retailer shall not be required to obtain Banks consent for any  materials that do not contain or reference credit terms, the Program or the  Bank.





3.7     Promotions.  Retailer shall use its reasonable efforts to promote the use of Credit Cards  and to acquire new Cardholders through, for example, making available to new  Cardholders instant credit, quick credit, pre-approved solicitations and  applications and the use of promotional material displayed in stores and  special offers to Cardholders.





ARTICLE IVOPERATING RESPONSIBILITIES OF THE PARTIES





4.1     Banks Responsibilities.  (a)  Bank, itself or through its  Affiliates, shall operate all credit operations and facilities with respect to  the Accounts. Banks responsibilities shall include, without limitation,  providing the following services during the term of this Agreement:





| | (i)       Account    approval (including scoring methodology) and set-up (including approval and    set-up in respect of electronic quick- credit applications and quick-credit    referral applications);
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                           
| | (ii)      purchase    authorizations (including pursuant to downtime procedures or floor limits    reasonably acceptable to Retailer);                                                                    
| |                                                                                                                                                                                                           
| | (iii)     Pay    by Phone services;                                                                                                                                                                       
| |                                                                                                                                                                                                           
| | (iv)     customer    service;                                                                                                                                                                             
| |                                                                                                                                                                                                           
| | (v)      systems    services;                                                                                                                                                                             
| |                                                                                                                                                                                                           
| | (vi)     billing    statement processing and mailing;                                                                                                                                                     
| |                                                                                                                                                                                                           
| | (vii)    credit    card embossing and mailing;                                                                                                                                                            




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| | (viii)      payment processing;                                                                                                                                                                                                            
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                            
| | (ix)     ensuring    legal compliance of Account Documentation and other Program documents;                                                                                                                                                
| |                                                                                                                                                                                                                                            
| | (x)      maintaining    disaster recovery plan sufficient to protect the interests of Retailer;                                                                                                                                            
| |                                                                                                                                                                                                                                            
| | (xi)     providing    a real time open-to-buy functionality (i.e., providing availability of    credit based upon In-Store Payments immediately after receipt of notice of    such In-Store Payments);                                     
| |                                                                                                                                                                                                                                            
| | (xii)       risk management (including credit limit management,    collection strategy and collection management);                                                                                                                         
| |                                                                                                                                                                                                                                            
| | (xiii)      conducting periodic Cardholder satisfaction surveys and using    commercially reasonable efforts to respond to the results of such surveys;                                                                                    
| |                                                                                                                                                                                                                                            
| | (xiv)   referring    Cardholder inquiries to the providers of the Value-Added Program subject to    inquiry (or to such other Person as Retailer may designate), provided,    however, that Bank shall do no more than make such referrals;
| |                                                                                                                                                                                                                                            
| | (xv)    approving    credit marketing materials submitted by Retailer in respect of the Program    within five (5) days after receipt thereof;                                                                                             
| |                                                                                                                                                                                                                                            
| | (xvi)   replying    in writing to the authors of presidential complaints and providing Retailer    with a copy of each such reply; and                                                                                                     
| |                                                                                                                                                                                                                                            
| | (xvii)  making    Goodwill Adjustments as appropriate, which shall include waiving Late Fees at    least once each year per Cardholder at such Cardholders request.                                                                       




In the event that Bank operates the Program through its Affiliate(s),  Bank shall be and remain responsible for the conduct of such Affiliate(s)  hereunder.





(b)     Bank  shall perform its services hereunder in accordance with the service standards  set forth on Exhibit 4.1(b)(1) (the Service Level Standards). Not later  than ten (10) Business Days after each calendar month, Bank shall advise  Retailer in writing of the extent to which it has complied with the Service  Standards during the preceding full calendar month (a Measurement Notice). If  any Measurement Notice indicates that Bank failed to meet or exceed the Service  Level Standard for any Service identified on Exhibit 4.1(b)(1), Retailer shall  be entitled to notify Bank in writing within ten (10) Business Days thereafter  whether, if such failure is not corrected in accordance with this subsection,  it shall seek a Servicing Defect Fee (as indicated on Exhibit 4.1(b)(2)) for  such
non-compliance (the Non-Compliance Notice). If (i) Retailer sends a  Non-Compliance Notice in respect of any Service Level Standard(s) for any  calendar month, and (ii) Bank again fails to meet the indicated  Service Level Standard(s) in any of the next nine (9) calendar months after the  calendar month in which the Non-Compliance Notice was delivered, Bank shall pay  to Retailer, for each calendar month during which such a failure occurs during  the next nine (9) calendar month period, a Servicing Defect Fee calculated in  accordance with Exhibit 4.1(b)(2).





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(c)     Bank  may, from time to time, provide special services relating to the Program,  including, without limitation, consulting services, gift certificate calls and  fulfillment, rebate fulfillment, telemarketing, and special processing or  accounting reports required in connection with promotional activities. Bank  agrees that if it offers any such special services to other retailers, it shall  offer such services to Retailer. Bank shall be entitled to a fee from Retailer  for any such additional services as agreed to by Bank and Retailer on a  program-by-program basis, which fee shall be reasonably comparable to those  charges for substantially similar services in the open market.





(d)     Bank  shall designate a manager to serve as Banks coordinator of the Program with  Retailer. Such manager shall be knowledgeable about this Agreement, the Program  and Banks practices in connection herewith, as well as Banks private label  programs generally, and shall serve as a liaison to Retailer with regard to the  day-to-day operation of the Program.





4.2     Retailers  Responsibilities. (a)  Retailer shall  perform the following in-store activities:





| | (i)       permitting    Cardholders to purchase Goods and Services on Accounts, in accordance with    the Operating Procedures;                                                                                                                                                      
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                      
| | (ii)      promoting    and accepting Credit Card Applications, and communicating credit information    therefrom about prospective Cardholders to Bank;                                                                                                                              
| |                                                                                                                                                                                                                                                                                      
| | (iii)     providing    Cardholders with appropriate instructions in respect of notifying Bank of    Cardholders changes in billing addresses;                                                                                                                                       
| |                                                                                                                                                                                                                                                                                      
| | (iv)     obtaining    electronic credit authorizations from Bank unless the network is down (in    which event Retailer shall follow floor limits or other downtime    authorization procedures);                                                                                    
| |                                                                                                                                                                                                                                                                                      
| | (v)      assisting    Cardholders in communication with Bank;                                                                                                                                                                                                                        
| |                                                                                                                                                                                                                                                                                      
| | (vi)     displaying    promotional material related to Accounts;                                                                                                                                                                                                                     
| |                                                                                                                                                                                                                                                                                      
| | (vii)    obtaining    proper identification from all Cardholders (1) in connection with all    Purchases where Credit Cards are not presented or (2) when requested to do so    by Bank in its reasonable discretion in individual instances as part of the    authorization process;
| |                                                                                                                                                                                                                                                                                      
| | (viii)   obtaining    the Cardholders account number where a Cardholder does not have her Credit    Card in her possession;                                                                                                                                                         
| |                                                                                                                                                                                                                                                                                      
| | (ix)     providing    Bank with copies of presidential complaints related to the Program,    Cardholders or Accounts; and                                                                                                                                                            




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| | (x)         subject to Section 4.3 (In-Store Payments), accepting In-Store Payments, if    applicable, and forwarding to Bank complete information regarding all such    In-Store Payments.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




(b)     Retailer  shall retain a legible copy of each Charge Slip for six (6) months following  the date of each Purchase and shall provide such copy to Bank within fifteen (15) days  of Banks request therefor. Retailer shall arrange for Bank to have access to  all electronically captured data and information related to the Program,  including, without limitation, all electronically captured sales data and  Cardholder signatures.





(c)     Retailer  shall designate a manager to serve as Retailers coordinator of the Program  with Bank. Such manager shall be knowledgeable about this Agreement, the  Program and Retailers practices in connection herewith and shall serve as a  liaison to Bank with regard to the day-to-day operations of the Program. Bank  shall provide adequate workspace for such manager at the Bank during such times  that such manager visits the Bank.





4.3     In-Store  Payments. (a)  Retailer may accept  cash payments from Cardholders for amounts due on Accounts (In-Store  Payments).





(b)     Notwithstanding  the provisions of Section 4.3(a) (In-Store Payments), if any Event of  Bankruptcy has occurred with respect to Retailer (and so long as the same has  not been dismissed), Retailer shall promptly comply with any written  instruction (a Store Payment Notice) received by Retailer from Bank or any  successor to Bank as Servicer under the Pooling and Servicing Agreement (Bank  or any such successor being the Servicer) to take either of the following  actions (as specified in such instruction):





| | (i)     cease    accepting In-Store Payments and thereafter inform Cardholders who wish to    make In-Store Payments that payment should instead be sent to Servicer; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | (ii)         (A) deposit an amount equal to all    In-Store Payments received by each Store, not later than the Business Day    following receipt, into a segregated trust account (the Store Account)    established by Retailer for this purpose and, pending such deposit, to hold    all In-Store Payments in trust for Bank and its assigns, (B) use commercially    reasonable efforts not to permit any amounts or items not constituting    In-Store Payments to be deposited in the Store Account and (C) cause all    available funds in each Store Account to be transferred on a daily basis to    an account designated in the Store Payment Notice;




provided that Retailer need not take  the actions specified in clause (i) or clause (ii) if Retailer or any of its  Affiliates provides the Servicer or the Trustee under (and as defined in) the  Pooling and Servicing Agreement with a letter of credit, surety bond or other  similar instrument covering collection risk with respect to In-Store Payments.





(c)     Within  one (1) day after receiving any payment for an Account, Retailer shall notify  Bank of such payment by electronic data transmission (including payment date,  amount, and account number) and Bank shall deduct such amount from any amounts  due Retailer hereunder unless such amount shall be deposited in the Store  Account in accordance with Section 4.3(b)(ii) above.





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4.4     Statement  Messages and Inserts. Subject to the right of Bank to include in Cardholder  periodic billing statement mailings any legal notices necessary to send to  Cardholders, Retailer shall have the sole right to have materials advertising  its Goods and Services and any Value-Added Programs in such mailings. Such  materials shall conform to size requirements contained in the Credit Collateral  Specifications. Retailer shall use reasonable efforts to (i) notify Bank  at least fifteen (15) days before the proposed billing cycle of any such  statement insert, and (ii) provide Bank with a draft copy of any such  advertising material at the time it notifies Bank of such mailing for Bank and,  with respect to any references to Bank, the Credit Card or the Accounts,  provide Bank with the opportunity to review and approve or disapprove such  draft copy in
its reasonable discretion. Retailer shall provide Bank with the  materials to be included in the mailing not less than two (2) Business Days  prior to the initial insertion date. Retailer shall also have the right,  without charge, to have messages printed on billing statements, provided that  Retailer meets the Credit Collateral Specifications.





4.5     Scoring  and Credit Management. Bank shall consult with Retailer concerning the  scoring and credit limit management policies and procedures existing on the  date hereof and any changes to the scoring and credit limit management policies  and procedures. In the event that the scoring and credit limit management  policies and procedures used in connection with the Program are less favorable  to Retailer than the scoring and credit limit management policies and  procedures used in connection with any of Banks other retail client programs  in similar industries, Bank shall so advise Retailer promptly and, if Retailer  so requests, shall revise the scoring and credit limit management policies and  procedures of the Program to reflect the favorable elements of the other retail  client policies and procedures. In addition, upon Retailers request, Bank
shall review with Retailer the performance of the Accounts and Receivables and  shall provide Retailer on a monthly basis with such reports as shall be  mutually agreed upon regarding the ongoing performance of the Accounts and  Receivables. Notwithstanding any other provision of this subsection to the  contrary, (i) each party, without the others approval, may take any actions at  any time that it in good faith determines are required by Law or demand of any  Governmental Authority and (ii) Bank may take any actions that it in good faith  determines are required to prevent the operation of the Program from becoming  an Unsafe and Unsound Banking Practice and shall give such notice as is  reasonable under the circumstances. The determinations made by the parties in  accordance with the preceding sentence shall take into account, if pertinent, the  overall economics of the Program. Any changes so made by any party shall be  made in a manner designed to ameliorate any negative impact on the other
party  or Cardholders. All of the parties rights and obligations under this Section  4.5 expressly are subject to Banks obligations under Sections 4.11 and 13.6  hereof.





4.6     Operation  of the Program. (a)  During the term  of this Agreement, Bank shall operate, maintain and promote the Program for all  Stores and Direct Marketing Programs in a professional manner in accordance  with the Operating Procedures and Credit Collateral Specifications existing on  the date hereof. Bank shall consult with Retailer concerning any changes to the  Operating Procedures or Credit Collateral Specifications, which changes shall be mutually agreed upon by the  parties. The parties shall cooperate in the operation of the Program and in  developing and implementing procedures necessary for the operation of the  Program. Bank shall have the right to make changes to the Operating Procedures  and Credit Collateral





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Specifications subject to Retailers consent not to be  unreasonably withheld as necessary as a result of Banks use of third party  vendors. Notwithstanding any other provision of this subsection to the contrary,  (i) each party, without the others approval, may take any actions at any time  that it in good faith determines are required by Law or demand of any  Governmental Authority and (ii) Bank may take any actions that it in good faith  determines are required to prevent the operation of the Program from becoming  an Unsafe and Unsound Banking Practice and shall give such notice as is  reasonable under the circumstances.
The determinations made by the parties in  accordance with the preceding sentence shall take into account, if pertinent,  the overall economics of the Program. Any changes so made by any party shall be  made in a manner designed to ameliorate any negative impact on the other party  or Cardholders. All of the parties rights and obligations under this Section  4.6 expressly are subject to Banks obligations under Sections 4.11 and 13.6  hereof.





(b)     Bank  shall operate the Program as separate programs for each separate group of  Stores of Retailer to the following extent. To the extent that the name,  trademark or tradename used by United Retail Incorporated or one or more of its  groups of Stores appears on the credit cards, billing and dunning statements,  customer correspondence, applications, etc., Bank shall divide the Cardholders  into not more than eight groups and use for each group the name or mark  specified by Retailer for such group, but unless otherwise agreed Bank shall  administer the Program uniformly for all groups. All Accounts (for all groups)  will be billed in no more than three consecutive Billing Cycles within the same  calendar week each month.





4.7     Reports.  Bank shall provide Retailer with the reports specified on Exhibit 4.7 hereto in  the frequency specified on Exhibit 4.7, and with such other reports as Retailer  reasonably may request from time to time. If such other reports are not readily  available, Retailer shall pay Bank for customization in accordance with Exhibit  5.2.





4.8     Equipment;  Systems. (a)  Retailer shall maintain  at its own expense the point of sale and authorization terminals, credit card  imprinters and other items of equipment as used by it prior to the date hereof  to receive authorizations, transmit Charge Slip and Credit Slip information,  process Credit Card Applications and perform its obligations under this  Agreement.





(b)     Bank  shall maintain at its own expense the equipment and computer systems needed to  perform its obligations hereunder in accordance with the standards set forth  herein.





(c)     The  computer programs and telecommunications protocols to facilitate communications  between Bank and Retailer shall be mutually agreed upon from time to time  subject to reasonable prior notice of any change in such programs, equipment or  protocols.





4.9     Collections.  (a)  Except  as may be provided in subsection (c) below, Bank shall consult with Retailer  concerning any changes to the collection policies and procedures existing on  the Effective Date. In addition, Bank shall have the obligations specified in  subsection (b) below. All of the parties rights and obligations under this  Section 4.9 expressly are subject to Section 13.6 hereof.





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(b)     If,  during the period(s) specified in Section 13.6 hereof, the collection policies  and procedures used in connection with the Program (including timing of  collection calls, collector experience levels and collection technology but  excluding the average number of delinquent accounts assigned to a collector)  are less favorable to Retailer than the comparable collection policies and  procedures used in connection with Banks other retail clients in similar  industries (Other Clients Policies and Procedures), Bank shall advise  Retailer and promptly thereafter improve the collection policies and procedures  used in connection with the Program (excluding the average number of delinquent  accounts assigned to a collector) to a level and quality at least equal to the  Other Clients
Policies and Procedures without any additional cost to Retailer.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





(c)     Notwithstanding  any other provision of this subsection to the contrary, (i) each party, without  the others approval, may take any actions at any time that it in good faith  determines are required by Law or demand of any Governmental Authority and (ii)  Bank may take any actions that it in good faith determines are required to  prevent the operation of the Program from becoming an Unsafe and Unsound  Banking Practice, and shall give such notice as is reasonable under the  circumstances. The determinations made by the parties in accordance with the  preceding sentence shall take into account, if pertinent, the overall economics  of the Program. Any changes so made by any party shall be made in a manner  designed to ameliorate any negative impact on the other party or Cardholders.





4.10   Costs  of the Program. Except to the extent of Pass Through Expenses and other  fees expressly provided for herein, Bank shall bear all costs associated with  the administration of the Program.





4.11   Approval  Rates. Bank obligations with respect to Approval Rates are set forth in  Exhibit 4.11.





ARTICLE VSETTLEMENT PROCEDURES





5.1     Daily  Settlement For Transaction Record(s). (a)  Retailer  shall electronically transmit all Transaction Records to Bank in a format  mutually agreed upon by the parties. Upon receipt, Bank shall promptly verify  and process such Transaction Records, and in the time frames specified herein,  Bank shall remit to Retailer an amount equal to (a) the Net Transaction Volume  indicated by such Transaction Record(s) for the Credit Sales Day(s) for which  such remittance is made, plus (b) the Daily Payment for such Credit  Sales Day(s), less (c) any In-Store Payments received on such Credit  Sales Day(s) and not deposited in a Store Account. In the event Bank discovers  any discrepancies in the amount of Transaction Records submitted by Retailer or  paid by Bank to Retailer, Bank shall notify Retailer in detail of the  discrepancy, and credit
or debit Retailer, as the case may be, in a subsequent  daily settlement. Bank shall transfer funds via federal wire transfer to an  account designated in writing by Retailer to Bank. If Transaction Record(s) is  received by Banks processing center before [****] on a Business Day, Bank  shall pay the amount owed to Retailer by [****]. In the event that the  Transaction Record(s) is received [****] on a Business Day, then Bank shall pay  the amount owed to Retailer no later than [****].





(b)     Notwithstanding the
foregoing, if any Event of Bankruptcy has occurred with respect to Retailer (and
so long as the same has not been dismissed), Credit Slips payable by Retailer to
Bank as part of the Net Transaction Volume shall no longer be netted against
Purchases on Accounts, but instead Retailer shall transfer the amount of such
Credit Slips to Bank by wire transfer of immediately available funds (or, if the
aggregate amount to be transferred pursuant to this Section is less than [****],
by check sent to Bank by overnight delivery service), not later than the second
Business Day following the date on which the events giving rise to such credits
occur (and amounts payable by Bank for Purchases on Accounts shall be made
without deduction for Credit Slips). If Retailer does not pay to Bank the amount
of all





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Credit Slips as required by the immediately preceding sentence, Bank shall have the right
to set off all such amounts against daily settlements or other amounts to be paid to Retailer.





5.2     Pass-Through  Expenses. Bank shall invoice Retailer monthly for the Pass-Through Expenses  payable by Retailer pursuant to this Agreement. Retailer shall pay Bank within  fifteen (15) Business Days of receipt of each such invoice.





5.3     Taxes.  Retailer shall be responsible for, and shall either pay or reimburse Bank for,  any and all federal, state and local taxes or assessments of any kind levied on  or with respect to the Program, except for any franchise or income taxes of  Bank, its parent or other affiliates, or those assessed on the net worth of  Bank or its parent or other Affiliates.





5.4     Settlement  Reports. Bank shall provide a daily settlement report to Retailer  documenting each days settlement under Section 5.1 (Daily Settlement for  Transaction Record(s)) hereof. Bank shall provide a monthly report to Retailer,  prior to or with each invoice under Section 5.2 (Pass-Through Expenses) hereof  containing detailed documentation of all fees and expenses.





ARTICLE VIPROGRAM ECONOMICS





6.1     Payments  by Bank to Retailer. Bank shall pay to Retailer the amounts set forth in  Exhibit 6.1.





6.2     Postage.  Postage costs for Credit Card statements that exceed one ounce shall be a  direct Pass Through Expense to Retailer. However, Bank promptly shall notify  Retailer of each instance in which inserts provided to Bank in accordance with  Section 4.4 (Statement Messages and Inserts), when taken together with a  one-page statement, envelope and remittance envelope, will exceed one ounce.  Unless, within eight (8) hours after receipt of such notice, Retailer advises  Bank to exclude any insert(s) from its mailings, the additional postage cost  shall be passed through as a Pass Through Expense in accordance herewith. Any  additional out-of-pocket expenses incurred by Bank in postage to mail billing  statements and other correspondence due to any increase(s) in excess of [****],  in the cost of postage from the United States Postal Service after the  Effective
Date also shall be borne by Retailer. Adjustments shall be made for  any subsequent decreases in such expenses.





6.3     Reconciliation  of Disputes. (a)  Each party agrees to  cooperate fully with the other parties in furnishing any information or  performing any action reasonably requested of such party to enable the  requesting party to perform its obligations under this Agreement and to comply  with applicable Laws and regulations.





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(b)     The  parties agree that it is their desire to use their best efforts to resolve  amicably any and all disputes or disagreements that may arise between them with  respect to the interpretation or application of any provision of this Agreement  or with respect to the performance by each party of its obligations under this  Agreement, in order to avoid an early termination of this Agreement and in  order to avoid litigation between the parties. Toward that end, the parties  agree that in the event any dispute or disagreement arises that cannot be  resolved at the operating level by the employees of each party having direct  responsibility for the performance or operating function in question, each of  the parties shall promptly appoint a senior officer to confer for the purpose  of endeavoring to resolve such
dispute or negotiate an adjustment to such  provision. Any disputes that, if not resolved, may lead to an allegation by one  party that it has a right to terminate this Agreement early, shall be referred  to the Chief Financial Officer of Retailer and the Chief Financial Officer of  Bank, who shall confer and diligently attempt to find reasonable methods of  correcting the condition giving rise to the anticipated early termination  event. No legal proceedings for the resolution of any such dispute shall be  commenced or notice of termination of this Agreement shall be served until such  officers have so conferred, and unless and until a party concludes, in good  faith, that amicable resolution through continued negotiation of the matter at  issue does not appear likely and such party provides written notice of same to  the other parties.





(c)     All  disputes about financial computations under this Agreement which cannot be  resolved in accordance with the terms of subsection 6.3(b) above shall be  resolved by an arbitrator in New York, New York (but, at the parties request,  the arbitrator shall travel to the relevant books and records), in accordance  with the rules of the American Arbitration Association then obtaining, unless  the parties mutually agree in writing to the contrary. Such arbitrator shall be  an active or retired partner of a major accounting firm. The award rendered by  the arbitrator shall be final and judgment may be entered upon it in accordance  with the applicable law in any court having jurisdiction thereof. Retailer and  Bank and their respective accountants shall make readily available to the  arbitrator all relevant
books, records, work papers and personnel reasonably  requested by the arbitrator. The resolution of all disputes about financial  computations by the arbitrator shall be final and binding on Retailer and Bank  upon written notice thereof to each such party. The fees and expenses of the  arbitrator shall be borne by the party found accountable by the arbitrator.





6.4     Sales  Tax Recapture. The parties agree that it is Retailers obligation to  collect from retail buyers sales tax and to pay those taxes over to  Governmental Authorities, including payment of sales tax on the sale of Goods  and/or Services charged to Accounts. Accordingly, Retailer is entitled to any  credits for sales tax from Governmental Authorities arising from bad debt.





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ARTICLE VIICHARGEBACK





7.1    Banks
Right to Chargeback. Bank shall have the right, at its option,  to chargeback to
Retailer the amount of any Charge Slip or Credit
Slip in accordance with the chargeback procedures set forth in the Operating
Procedures if with respect thereto:





(a)     a  Cardholder asserts any claim or defense against Bank as a result of any act or  omission of Retailer, any other Person authorized to accept Credit Cards or any  Person providing Value-Added Programs or Direct Marketing Programs (but  excluding Account Enhancement Services) allegedly in violation of any  applicable law, statute, ordinance, rule or regulation;





(b)     a  Cardholder disputes the amount or existence of the transaction covered by such  Charge Slip or refuses to pay alleging dissatisfaction with Goods and Services  (other than Account Enhancement Services) received, a breach of any warranty or  representation by Retailer, any other Person authorized to accept Credit Cards  or any Person providing Value-Added Programs or Direct Marketing Programs (but  excluding Account Enhancement Services) in connection with the transaction, or  an offset or counterclaim against Bank based on an act or omission of Retailer,  any other Person authorized to accept Credit Cards or any Person providing Value-Added  Programs or Direct Marketing Programs (but excluding Account Enhancement  Services); and





(c)     Retailer  fails to promptly retrieve and deliver to Bank within fifteen (15) days after a  request by Bank, a hard copy of such Charge Slip (unless such Charge Slip arose  in connection with a mail order sale, in which event, no hard copy need be  provided by Retailer).





7.2     Exercise  of Chargeback. Bank shall provide to Retailer a reasonably detailed  explanation of the basis of chargebacks from time to time during each month.  Retailer shall pay Bank in respect of charged back amounts monthly. Upon  receipt of such amount, Bank shall assign, without recourse, all right to  payment for such Charge Slip or portion thereof to Retailer.





ARTICLE VIIIREPRESENTATIONS AND WARRANTIES OF RETAILER





8.1     Representations  and Warranties of Retailer. To induce Bank to establish and administer this  Program, Retailer makes the following representations and warranties to Bank,  each of which shall survive the execution and delivery of this Agreement, and  each of which shall be deemed to be restated and remade on each day on which  any Account is opened or Transaction Record(s) is submitted to Bank:





(a)     Existence.  Each of Retailer (i) is a corporation duly organized, validly existing, and in  good standing under the Laws of the State of its incorporation; (ii) is duly  qualified and in good standing under the Laws of each jurisdiction where its  ownership or lease of property or the conduct of its business require such  qualification except where failure to so qualify or the lapse of such  qualification has not or is not expected to have a material adverse effect on  its ability to perform its obligations hereunder; (iii) has the requisite power  and authority and the legal right to own and operate its properties, to lease  the properties it operates





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under lease, and to conduct its business as now conducted and hereafter  contemplated to be conducted; (iv) has all necessary licenses, permits,  consents, or approvals from or by, and has made all necessary notices to all  governmental authorities having jurisdiction, the absence of which would have a  material adverse effect on its operation; and (v) is in compliance with its  organizational documents in all material respects.





(b)     Power,  Authorization; Enforceable Obligation. The execution, delivery, and  performance of this Agreement and all instruments and documents to be delivered  by each of Retailer hereunder:  (i) is  within its corporate power; (ii) has been duly authorized by all necessary or  proper corporate action; (iii) does not and shall not contravene any provisions  of its organizational documents; (iv) shall not violate any Law or regulation or  any order or decree of any court or governmental instrumentality; (v) shall not  conflict with or result in the breach of, or constitute a default under, any  indenture, mortgage, deed of trust, lease, agreement, or other instrument to  which it is a party or by which it or any of its assets or property are bound;  and (vi) does not require any filing or
registration with or the consent or  approval of any governmental authority or any other person which has not been  made or obtained previously. This Agreement has been duly executed and  delivered by each of Retailer, and constitutes a legal, valid, and binding  obligation of each of Retailer, enforceable against Retailer in accordance with  its terms (except as such enforceability may be limited by equitable principles  of general application and subject to applicable bankruptcy and other laws  affecting the rights of creditors generally).





(c)     Litigation.  As of the date of this Agreement, there is no claim, litigation, proceeding,  arbitration, investigation or material controversy pending before any court,  tribunal, governmental body or governmental agency to which either of Retailer  is a party and by which it is bound, which is likely to have a material adverse  effect on the ability of that Retailer to consummate the transactions  contemplated hereby, and, to the best of each Retailers knowledge and  information, no such claim, litigation, proceeding, arbitration, investigation  or controversy has been threatened or is contemplated and to the best of its  knowledge no facts exist which would provide a basis for any such claim,  litigation, proceeding, arbitration, investigation or controversy.





(d)     Executive  Office and Name. The legal name and address of the chief executive office  and principal place of business of each of Retailer is and shall continue to be  set forth on Exhibit 8.1(d) hereto (as modified from time to time by notice  from Retailer to Bank).





(e)     Solvency.  Retailer is Solvent.





ARTICLE IXCOVENANTS OF RETAILER





Retailer  covenants to do the following during the term of this Agreement:





9.1     Cooperation.  Retailer shall respond to, and cooperate with, Bank promptly in connection with  the resolution of disputes with Cardholders.





9.2     Exchange
Policy. Retailer shall maintain a policy for the exchange and return of
Goods and adjustments for Services rendered or not rendered that is in
accordance with all applicable Laws and, to the extent the adjustment took place
at a Store with the Cardholder





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present, shall promptly deliver a Credit Slip to
the Cardholder and include credit for such return or adjustment in the
Transaction Record(s) in accordance with the Operating Procedures in the event
the return/exchange has been authorized in accordance with Retailers
policies.





9.3     Treatment  of Cardholders. Retailer shall not seek or obtain any special agreement or  condition from, nor discriminate in any way against, Cardholders with respect  to the terms of any transaction.





9.4     Financial  Reporting. (a)  So long as Retailer is  subject to the reporting requirements of Section 13 or Section 15(d) of  the Securities Exchange Act of 1934, as amended (i) as soon as reasonably available  and in any event within ninety (90) days after the close of each Fiscal Year,  Retailer shall submit to Bank an audited annual report of Retailers annual  earnings, including its audited consolidated balance sheets, income statements  and statement of cash flows and changes in financial position and (ii) promptly  after the filing thereof, Retailer shall submit to Bank copies of all proxy  statements, and all reports on Forms 10-K, 10-Q and 8-K filed with the  Securities and Exchange Commission by Retailer.





(b)     If  Retailer is not subject to the reporting requirements of Section 13 or  Section 15(d) of the Securities Exchange Act of 1934, as amended (i) as  soon as reasonably available and in any event within ninety (90) days after the  close of each Fiscal Year, Retailer shall submit to Bank an audited annual  report of Retailers annual earnings, including its audited consolidated  balance sheets, income statements and statement of cash flows and changes in  financial position together with the opinion of its independent accountants,  and (ii) as soon as reasonably available and in any event within 45 days  after the close of each Fiscal Quarter, Retailer shall submit to Bank an  unaudited quarterly report of Retailers earnings, including its consolidated  balance sheets, income
statements and statement of cash flows and changes in  financial position, accompanied by the certification on behalf of Retailer by  Retailers chief financial officer that such financial statements were prepared  in accordance with generally accepted accounting principles applied on a  consistent basis and present fairly the consolidated financial position of URGI  as of the end of such Fiscal Quarter and the results of its operations.





9.5     Compliance  with Law. Each of Retailer shall comply in all material respects with all  Laws applicable to it, its business and its properties (it being understood  that this covenant in no event imposes on either Retailer liability for any  elements of the Program for which Bank is responsible hereunder).





9.6     Communications.  Promptly after receipt, each of Retailer shall deliver to Bank copies of any  communications relating to an Account from a Cardholder or any Governmental  Authority.





9.7     Audit  and Access. Retailer shall permit Bank, during normal business hours and  upon reasonable notice, to visit the offices of Retailer from time to time, and  shall permit Bank from time to time to discuss the Program with Retailer and  its officers and employees and to examine the books and records of Retailer  relating to the Program at its offices or have the same examined by Banks  attorneys and/or accountants. In connection therewith, Retailer agrees, subject  to applicable privacy and other laws, to make all documents and data regarding  the Program available to Bank, and in connection therewith to permit Bank to  make copies of all such documents and data. Retailer also shall permit Bank,  during normal business hours and





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upon reasonable notice, to visit Retailers Stores to ensure compliance  with the Operating Procedures, which visits shall be conducted in a manner to  minimize interference with the Stores normal business operations.





9.8     Use  of Credit Cards. Retailer shall not permit Cardholders to effect Purchases  of goods or services not otherwise sold by Retailer in its Stores or through  Direct Marketing Programs or Value-Added Programs.





9.9      Application Processing.  Retailer shall accept and transmit Credit Card Applications only at Stores or,  to the extent Bank agrees, in connection with Direct Marketing Programs and  Retailer shall not otherwise authorize any Person to accept or transmit Credit  Card Applications.





ARTICLE XREPRESENTATIONS AND WARRANTIES OF BANK





10.1     Representations  and Warranties of Bank. Bank makes the following representations and  warranties to Retailer, each of which shall survive the execution and delivery  of this Agreement, and each of which shall be deemed to be restated and remade  on each day on which any Account is opened or Transaction Record(s) is  submitted to Bank:





(a)     Corporate  Existence. Bank (i) is, and at all times during the term of this Agreement  shall remain, a national banking association duly organized, validly existing,  and in good standing under the laws of the United States; (ii) has the  requisite power and authority and the legal right to own, pledge, mortgage, and  operate its properties, to lease the properties it operates under lease, and to  conduct its business as now conducted and hereafter contemplated to be  conducted; and (iii) is in compliance with its articles of association and  bylaws.





(b)     Power,  Authorization; Enforceable Obligations. The execution, delivery, and performance  of this Agreement and all instruments and documents to be delivered by Bank  hereunder:  (i) are within Banks  corporate power; (ii) have been duly authorized by all necessary or proper  corporate action; (iii) do not and shall not contravene any provision of Banks  articles of association or bylaws; (iv) shall not violate any Law or regulation  or an order or decree of any court or governmental instrumentality to which  Bank is subject; (v) shall not conflict with or result in the breach of, or  constitute a default under, any indenture, mortgage, deed of trust, lease  agreement, or other instrument to which Bank is a party or by which Bank or any  of its property is bound; and (vi) do not
require any filing or registration by  Bank with or the consent or approval of any Governmental Authority or any other  Person which has not been made or obtained previously. This Agreement, and the  consummation by Bank of the transactions contemplated herein, have been duly  authorized and duly executed and delivered by Bank, and constitute the legal,  valid, and binding obligation of Bank, enforceable against Bank in accordance  with their terms (except as such enforceability may be limited by equitable  principles of general application and subject to applicable bankruptcy and  other laws affecting the rights of creditors generally).





(c)     Litigation.  As of the date of this Agreement, there is no claim, litigation, proceeding,  arbitration, investigation or material controversy pending before any court, tribunal,  governmental body or governmental agency to which Bank is a party and by which  it is bound,





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which is likely to have a material adverse effect on the ability of  Bank to consummate the transactions contemplated hereby, and, to the best of  Banks knowledge and information, no such claim, litigation, proceeding,  arbitration, investigation or controversy has been threatened or is  contemplated and to the best of Banks knowledge no facts exist which would  provide a basis for any such claim, litigation, proceeding, arbitration,  investigation or controversy.





(d)     Solvency.  Bank is Solvent.





(e)     Bank  as Creditor; Compliance with Law. Bank is the owner and creditor in respect  of Accounts and Receivables and will export Consumer Charges in accordance with  all applicable Laws, including all applicable banking and consumer credit laws  and regulations. The terms, conditions and structure of the Program and  Accounts comply with all such applicable laws and regulations (it being  understood that this representation in no event imposes on Bank liability for  any elements of the Program for which Retailer is responsible hereunder).





ARTICLE XICOVENANTS OF BANK





Bank  covenants to do the following during the term of this Agreement:





11.1     Compliance  with Law. The Program and all (i) actions taken by Bank, (ii) agreements  with Cardholders, forms, letters, notices, statements or other materials used  by Bank in connection with the performance of its duties and obligations in  connection with the Accounts and Receivables, (iii) actions taken by Bank in  connection with each sale of Goods and Services resulting in an Account or  Receivable, and (iv) Account Documentation and other Program documents, to the  extent such documentation has been prepared by or at the direction of Bank, in  each case taken as a whole, shall materially comply with all applicable Laws,  including, without limitation, the federal Consumer Credit Protection Act and  Regulation Z under Title I thereof and federal and state banking and rate  exportation laws. Bank shall comply in all material respects with all Laws with
respect to Bank, its business, the Program and its properties.





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11.2     Audit  and Access. Bank shall permit Retailer, during normal business hours and  upon reasonable notice, to visit the offices of Bank from time to time, and  shall permit Retailer from time to time to discuss the Program with Bank and  its officers and employees, monitor calls, including collection and customer  service calls (except to the extent prohibited by applicable Law or otherwise  requested by a Cardholder) and examine the books and records of Bank relating  to the Program or have the same examined by Retailers attorneys and/or  accountants (it being understood that the books and records referenced in this  sentence shall not include Banks internal profit and loss statements unless  Bank has taken the position that the operation of the Program is or may become  an Unsafe and Unsound Banking Practice). In connection therewith, Bank agrees,
subject to applicable Laws, to make all documents and data regarding the  Program (including documents and data needed to verify fees and payments made  hereunder as well as documents and data necessary to determine that the Service  Standards and standards in respect of collections are being met) available to  Retailer, and in connection therewith to permit Retailer to make copies of all  such documents and data. Without limiting the generality of the foregoing, Bank  agrees to provide to Retailer, upon Retailers request, (a) documents  indicating the forms of statement messages sent to Cardholders with delinquent  Accounts at each stage of delinquency, (b) copies of collection and customer  service scripts and training manuals provided by Bank to its employees for use  in connection with the Program, and (c) information indicating the  circumstances under and times at which the scripts and manuals described in  subsection (b) are used. It is acknowledged and agreed that (i) any documents  or
information described in subsection (b) or (c) of the preceding sentence  that are provided to Retailer is confidential information of Bank subject to  the terms of Section 12.7 (Confidentiality) and (ii) none of the documents and  information described in the preceding sentence shall constitute Program  Assets. All audits shall be at Banks expense if material discrepancies in  amounts paid or charged by Bank or in services and activities provided by Bank  are discovered. Bank acknowledges that Retailer intends to conduct a formal  audit in respect of the Program on an annual basis.





11.3     Financial  Information. Within thirty (30) days after first publicly available,  Bank shall provide Retailer with copies of all publicly available portions of  its quarterly call reports.





11.4     Operating  Procedures. Bank shall comply with the Operating Procedures consistent with  its obligations under Article IV hereof.





11.5     Cooperation.  Bank shall respond to and cooperate with Retailer promptly in connection with  the resolution of disputes with Cardholders.





11.6     Communications  Concerning Litigations. Promptly after receipt, Bank shall deliver to  Retailer any communications relating to litigation involving the Program.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





ARTICLE XIIOTHER AGREEMENTS





12.1     Retailer  Acquisitions. In the event that Retailer or any of its Affiliates, directly  or indirectly, acquires (i) all or substantially all of the assets of any other  Person engaged in the business of retail sales, (ii) more than [****] of the  outstanding voting securities of such a Person or (iii) the power to direct or  cause the direction of such a Persons management or policies, whether through  the ownership of securities, control of its board of directors, contract or  otherwise, then (1) Retailer or any of its Affiliates may determine not to  operate a private label credit card program in connection with such acquired business,  (2) if such acquired Person maintains or utilizes a private label credit card  program at the time the acquisition by Retailer is consummated, Retailer or any  of its Affiliates may maintain such program (except that at
the time (if any)  that such acquired Person entertains bids in respect of such program, Bank  shall be provided with a right of first refusal with respect thereto,  exercisable on thirty (30) days notice to Retailer, and (3) if such acquired  Person does not maintain a credit program but Retailer or its Affiliates  determine to establish such a program, Retailer or such Affiliates may  establish such a program in-house or with a third party (except that Bank shall  have a right of first refusal with respect to a proposed third party program, exercisable  on thirty (30) days notice to Retailer).





12.2     Exclusivity.  During the term of this Agreement, Retailer shall not, directly or indirectly,  advertise, promote, sponsor, solicit, permit solicitation of, or make available  to customers of Retailer for Purchases or otherwise provide at any Store any  credit program, credit facility, credit card program, charge program or debit  or secured card program or facility which is similar in purpose or effect to  this Program, other than (i) credit provided in connection with the Program  hereunder, (ii) credit provided by generally accepted multi-purpose credit or  charge cards such as American Express,   MasterCard, Visa and the Discover card or by any generally accepted  multi-purpose debit or secured cards (provided that none of the cards referred  to in this clause (ii) may be co-branded, sponsored or co-sponsored with
Retailer) and (iii) those authorized pursuant to Section 12.1 (Retailer  Acquisitions).





12.3     Grant  of Security Interest; UCC Matters. (a)  The parties hereto agree that the  transactions contemplated herein shall constitute a program for the extension  of consumer credit and service to customers of Retailer. Notwithstanding the  foregoing, in the event that Article 9 of the UCC applies or may apply to the  transactions contemplated hereby, and to otherwise secure payment of and  performance by Retailer of any and all indebtedness, liabilities or  obligations, now existing or hereafter arising whatsoever pursuant to this Agreement,  Retailer hereby grants to Bank a continuing security interest in and to all of  Retailers right, title and interest now owned or existing or hereafter  acquired or arising in, to and under the following property (in each case,  existing at any time, past, present or future) together with the proceeds
thereof:  (A) all Accounts, Receivables  and Account Documentation; (B) any deposits, credit balances and reserves on  Banks books relative to any Accounts; and (C) all proceeds of the foregoing.  All creditors of Retailer seeking to obtain a security interest in any of the  foregoing collateral shall be required to subordinate their security interests  to the security interest of Bank in the foregoing collateral as a condition  precedent to obtaining any such security interest. Retailer agrees to cooperate  fully with Bank as Bank may reasonably request in order to give effect to the  security interest granted by this Section 12.3, including, without limitation,  the filing of UCC-1 or comparable statements in order to perfect such security  interest.





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(b)     Retailer  shall give Bank not less than thirty (30) days written notice prior to  (i) Retailer transferring its executive offices to any location other than  that set forth in Exhibit 8.1(d) hereto, and (ii) Retailer changing  its corporate name; and, notwithstanding (i) and (ii) hereof, no such change  may be effected before the Retailer shall have furnished to Bank signed copies  of all filings and all actions as Bank may reasonably determine to be necessary  or appropriate to preserve and maintain at all times the perfection and  priority of the Liens granted or purported to be granted to Bank hereunder with  respect to the Accounts and the Receivables.





(c)     Retailer  shall not change its name, identity or structure in any manner that might make  any financing statement filed to preserve and maintain the perfection and  priority of any Liens, if any, granted or purported to be granted to Bank  hereunder seriously misleading within the meaning of Section 9-402(7) (or  comparable provision) of the UCC unless Retailer shall have given Bank at least  thirty (30) days prior written notice thereof and shall have furnished to Bank  signed copies of any amendments to such financing statements and all other  filings and all other actions as may be necessary to preserve and maintain at  all times the perfection and priority of the security interests granted or  purported to be granted to Bank hereunder.





12.4     Use  of Retailer Marks. (a)  Retailer  hereby grants to Bank a non-exclusive, royalty-free, non-transferable right and  license to use the Retailer Marks in the United States in connection with the  creation, establishment, marketing and administration of, and the provision of  services related to, the Program, all pursuant to, and in accordance with, this  Agreement. Those services shall be the solicitation of Cardholders, acceptance  of Credit Card Applications, issuance and reissuance of Credit Cards, the  provision of accounting services to Cardholders, the provision of billing  statements and other correspondence relating to Accounts to Cardholders, the  extension of credit to Cardholders, and the advertisement or promotion of the  Program. The license hereby granted is solely for the use of Bank and shall not  be sublicensed by
Bank.





(b)     The  license granted hereunder shall terminate upon the later of (i) the  termination of this Agreement or (ii) the Final Liquidation Date, but in  no event later than five (5) years after the effective date of termination of  this Agreement.





(c)     Upon  the termination of the license as provided in subsection (b) above, all rights  in the Retailer Marks shall revert to Retailer, the goodwill connected therewith  shall remain the property of Retailer and Bank shall:  (i) discontinue immediately all use of the Retailer Marks,  or any of them, and any colorable imitation thereof; and (ii) at its  option, delete the Retailer Marks from, destroy or return to Retailer unused  all Credit Cards, Credit Card Applications, Account Documentation, periodic  statements, materials, displays, advertising and sales literature and any other  items bearing any of the Retailer Marks.





(d)     Bank  acknowledges that (1) the Retailer Marks, all rights therein, and the  goodwill associated therewith, are, and shall remain, the exclusive property of  Retailer, (2) it shall take no action which shall adversely affect  Retailers exclusive ownership of the Retailer Marks or the goodwill associated  with the Retailer Marks, and (3) any and all goodwill arising from use of the  Retailer Marks by Bank shall inure to the benefit of Retailer. Nothing herein  shall give Bank any proprietary interest in or to the Retailer Marks, except  the right to use the Retailer Marks in accordance with this Agreement and Bank  shall not contest Retailers title in and to the Retailer Marks.





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(e)     Bank  shall use the Retailer Marks as set forth in this Section and shall provide  services under the Retailer Marks in accordance with the standards set forth  herein. Bank shall provide Retailer with representative samples of Credit  Cards, card mailing materials, displays, advertising and sales literature and  any other items bearing or intended to bear any of the Retailer Marks (the  Materials), which Materials shall be reviewed and may be approved or  disapproved by Retailer in its reasonable discretion.





(f)     Bank  shall not use the Retailer Marks, or any colorable imitation thereof, other  than as provided herein. In addition, Bank shall not adopt or use as a  trademark, service mark, logo or tradename, or claim any rights in or to, any  of the Retailer Marks or other marks confusingly similar to any of the Retailer  Marks.





(g)     If  any of the Retailer Marks is infringed, Retailer alone has the right, in its  sole discretion, to take whatever action it deems necessary to prevent such  infringing use. Bank shall reasonably cooperate with and assist Retailer in the  prosecution of those actions that Retailer determines, in its sole discretion,  are necessary or desirable to prevent the infringing use of any of the Retailer  Marks.





12.5     Power  of Attorney. Retailer authorizes and empowers Bank and grants to Bank a  power of attorney to sign and endorse Retailers name on all checks, drafts,  money orders or other forms of payment in respect of Accounts under the  Agreement. This limited power of attorney conferred hereby is deemed a power  coupled with an interest and shall be irrevocable prior to the Final  Liquidation Date.





12.6     Force  Majeure. Notwithstanding any other provision of this Agreement, neither  party shall be liable in any manner to the other for any delay, failure in  performance, loss or damage due to fire, industry-wide strike, embargo,  explosion, earthquake, flood, war, industry-wide labor disputes, civil or  military authority, acts of God or the public enemy, inability to secure fuel  or acts or omissions of telecommunications carriers (each, a Force Majeure  Event), except that (a) the defaulting party shall take all steps to  alleviate the impact of the Force Majeure Event on the non-defaulting party  that it is taking with respect to any other Person with whom it does business,  and (b) the non-defaulting party shall have a right of termination as and  to the extent provided in Section 13.2(h) (Bank Termination Events) or 13.4(j)  (Retailer
Termination Events), as the case may be.





12.7     Confidentiality  and Security Control. (a) Except as specifically provided in this Section  12.7 or otherwise herein, neither party shall disclose any Consumer Personal  Information or Confidential Information (defined below) which it learns as a  result of negotiating or implementing this Agreement. Confidential  Information shall mean information not of a public nature concerning the  business or properties of the other party including, without limitation, the  terms and conditions of this Agreement, sales volumes, test results, and  results of marketing programs, reports generated by Bank or Retailer, trade  secrets, business and financial information, source codes, business methods,  procedures, know-how and other information of every kind that relates to the  business of either party. However, this Section 12.7 shall not restrict





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a party with respect to use or disclosure of Consumer Personal  Information or Confidential Information which such party owns. The parties may  also disclose Consumer Personal Information or Confidential Information to the  extent disclosure is required by Law or any Governmental Authority, or to the  extent disclosure is both permitted by Law or any Governmental Authority and  either necessary for the performance of the disclosing partys obligation under  this Agreement and/or agreed to in writing by the other party; provided  that:  (i) prior to disclosing any such  information to any third party, the party making the disclosure shall give  notice to the other party of the nature of such disclosure and of the fact that  such disclosure will be made; and (ii) prior to filing a copy of this Agreement  with any governmental authority or agency, the filing party will consult with  the other party with respect to such filing and shall redact such
portions of this  Agreement which the other party requests be redacted, unless, in the filing  partys reasonable judgment based on the advice of its counsel (which advice  shall have been discussed with counsel to the other party), the filing party  concludes that such request is inconsistent with the filing partys obligations  under Applicable Law. Moreover, Retailer may provide certain Confidential  Information which is limited solely to aggregate portfolio performance  statistics to potential purchasers of the Program Assets, provided such  potential purchasers execute confidentiality agreements which provide that the  information will only be used by such Person to make an offer to Retailer, and  provided further that this Section 12.7 shall not restrict the rights of Retailer  or its designee under Section 13.7 hereof. Neither party shall acquire any  property or other right, claim or interest, including any patent right or  copyright interest, in any of the systems, procedures,
processes, equipment,  computer programs and/or information of the other by virtue of this Agreement.  Neither party shall use the other partys name for advertising or promotional  purposes without such other partys written consent.





(b)      The  obligations of this Section, shall not apply to any Confidential Information:





| | (i)     which    is generally known to the trade or the public at the time of such disclosure;    or                                                                                                                                                                                                                                                                         
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (ii)    which    becomes generally known to the trade or the public subsequent to the time of    such disclosure; provided,    however, that such general knowledge is not the result of a disclosure    in violation of this section; or                                                                                                                                    
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (iii)   which    is obtained by a party from a source other than the other party, without    breach of this Agreement or any other obligation of confidentiality or    secrecy owed to such other party or any other person or organization; or                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                              
| | (iv)   which    is independently conceived and developed by the disclosing party and proven    by the disclosing party through tangible evidence not to have been developed    as a result of a disclosure of information to the disclosing party, or any    other person or organization which has entered into a confidential    arrangement with the non-disclosing party.




(c)     If  any disclosure is made pursuant to the provisions of this section to any  Affiliate or third party, the disclosing party shall be responsible for  ensuring that such disclosure complies with Law and that such Affiliate or  third party keeps all such information in confidence and that any third party  executes a confidentiality agreement provided by the non-disclosing





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party. Each party covenants that at all times it shall have in place  procedures designed to assure that each of its employees who is given access to  the other partys Consumer Personal Information or Confidential Information  shall protect the privacy of such information. Each party acknowledges that any  breach of the confidentiality provisions of this Agreement by it will result in  irreparable damage to the other arty and therefore in addition to any other  remedy that may be afforded by law any breach or threatened breach of the  confidentiality provisions of this Agreement may be prohibited by restraining  order, injunction or other equitable remedies of any court. The provisions of  this Section will survive termination or expiration of this Agreement.





(d)     Each  party shall establish commercially reasonable controls to ensure the  confidentiality of Consumer Personal Information and Confidential Information  and to ensure that Consumer Personal Information and Confidential Information  is not disclosed contrary to the provisions of this Agreement, or any  applicable privacy, security or other laws, rules and regulations. Without  limiting the foregoing, each party shall implement such physical and other  security measures as are reasonable to (i) ensure the security and  confidentiality of Consumer Personal Information and Confidential Information,  (ii) protect against any threats or hazards to the security and integrity of  Consumer Personal Information and Confidential Information, (iii) protect  against any unauthorized access to or use of Consumer Personal
Information and  Confidential Information, and (iv) properly dispose of Consumer Personal  Information as required under Law. Each party shall immediately notify the  other in the event it believes, or has reason to believe, that either a  confidentiality or security breach, or any other unauthorized intrusion, has  occurred with respect to Consumer Personal Information. Such party shall  specify the corrective action taken by it.





(e)     Any  provisions in this Section 12.7 or this Agreement to the contrary  notwithstanding, Bank shall provide Retailer with any Cardholder information  requested by Retailer and agreed to by Bank, such agreement not to be  unreasonably withheld, to the fullest extent consistent with Law and the Bank  Privacy Policy.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





ARTICLE XIIITERM AND TERMINATION





13.1   Term  of Agreement. (a)  Unless otherwise  sooner terminated pursuant to this Article XIII (Term and Termination),  this Agreement shall remain in full force and effect for a period (the Initial  Term) commencing on the date hereof through and including February 29, 2012.  Thereafter, this Agreement shall be automatically renewed for successive three  (3) year terms (the term of this Agreement, as so renewed, being referred to  herein as the Extended Term) thereafter unless either Retailer, on the one  hand, or Bank, on the other hand, shall have delivered written notice to the  other party in accordance with the provisions of Section 13.1(b) hereof of  its election to terminate this Agreement at the expiration of the Initial Term  or the Extended Term, as the case may be.





(b)     In  order to be effective, any notice of an election to terminate this Agreement at  the expiration of the Initial Term or of an Extended Term, as the case may be,  must be delivered at least one hundred and eighty (180) Business Days prior to  the expiration of the Initial Term or of any Extended Term, as the case may be.





13.2   Bank  Termination Events. The occurrence of any one or more of the following  events (regardless of the reason therefor) shall constitute a Bank Termination  Event:





(a)     Retailer  shall fail to pay Bank any undisputed amount when due and payable (it being  understood that any undisputed portion of any disputed amount shall be paid) or  any amount determined to be due and payable pursuant to Section 6.9(c)  (Reconciliation of Disputes), and such failure to pay shall remain unremedied  for a period of thirty (30) days after delivery of written demand therefor by  Bank to Retailer.





(b)     Any  representation or warranty of Retailer contained in this Agreement shall fail  to be true and correct either as of the date hereof or on the date when made or  remade  and such failure shall remain  unremedied for a period of thirty (30) days after delivery of written notice  thereof by Bank to Retailer and have (or with the passage of time, likely will  have) a material adverse effect on Bank.





(c)     Retailer  shall fail to perform any of the covenants or agreements required to be  complied with and performed by Retailer pursuant to this Agreement and such  failure shall remain uncured for sixty (60) days after delivery of written  notice thereof by Bank to Retailer and have (or with the passage of time,  likely will have) a material adverse effect on Bank.





(d)     An  Event of Bankruptcy shall have occurred with respect to Retailer.





(e)     One  or more defaults shall have occurred under any agreement, indenture or  instrument under which Retailer then has outstanding Indebtedness in excess of  [****], and, in any such case, such default (i) continues beyond any  period of grace provided with respect thereto, (ii) has not been waived, and  (iii) results in such Indebtedness becoming due prior to its stated  maturity.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





(f)     A  judgment shall have been entered against Retailer by a Governmental Authority,  which judgment creates a liability of [****] or more in excess of insured  amounts and has not been stayed (by appeal or otherwise), vacated, discharged,  or otherwise satisfied within sixty (60) days of the entry of such judgment.





(g)     Retailer  shall implement or participate in, directly or indirectly, any Non-Permitted  Credit Program and fail to cease such participation for sixty (60) days  after delivery of written notice thereof by Bank to Retailer.





(h)     A  Force Majeure Event shall have occurred and be continuing for a period of more  than one hundred and eighty (180) days and such Force Majeure Event has had or  likely shall have a material adverse effect on Bank, Cardholders and/or the  Program.





13.3   Banks  Rights Following a Bank Termination Event. Subject to Section 13.9  (Alternative to Termination), if any Bank Termination Event shall have occurred  and, in the case of Bank Termination Events described in Section 13.2(e) or (f)  (Bank Termination Events), shall be continuing, Bank, in its sole discretion,  may (i) terminate this Agreement by delivering written notice to Retailer  setting forth the basis for termination and the effective date of termination  and/or (ii) exercise any other rights or remedies available to it at Law  or in equity, subject to the terms of this Agreement.





13.4   Retailer  Termination Events. The occurrence of any one or more of the following  events (regardless of the reason therefor) shall constitute a Retailer  Termination Event:





(a)     Bank  shall fail to pay to Retailer any undisputed amount when due and payable (it  being understood that any undisputed portion of any disputed amount shall be  paid) or any amount determined to be due and payable pursuant to Section 6.9(c)  (Reconciliation of Disputes), and such failure to pay shall remain unremedied  for a period of three (3) days after delivery of written demand therefor by  Retailer to Bank.





(b)     Any  representation or warranty of Bank contained in this Agreement shall fail to be  true and correct either as of the date hereof or on the date when made or  remade and have (or with the passage of time, likely will have) a material  adverse effect on Retailer, Cardholders or the Program.





(c)     Bank  shall fail to perform any of the covenants or agreements required to be  complied with and performed by Bank pursuant to this Agreement and such failure  shall not have been cured within sixty (60) days after delivery of written  notice thereof by Retailer to Bank and have (or with the passage of time, likely  will have) a material adverse effect on Retailer, Cardholders or the Program.





(d)     An  Event of Bankruptcy shall have occurred with respect to Bank.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





(e)     One  or more defaults shall have occurred under any agreement, indenture or  instrument under which Bank then has outstanding Indebtedness in excess of  [****], and, in any such case, such default (i) continues beyond any  period of grace provided with respect thereto, (ii) has not been waived  and (iii) results in such Indebtedness becoming due prior to its stated  maturity.





(f)     A judgment shall have been entered against Bank by  a Governmental Authority which judgment creates a liability of [****] or more  in excess of insured amounts and has not been stayed (by appeal or otherwise),  vacated, discharged, or otherwise satisfied within sixty (60) days of the entry  of such judgment.





(g)     Bank,  without Retailers prior written approval, shall make a change to Consumer  Charges, Other Consumer Terms and Criteria or the Operating Procedures  necessary to comply with Law that applies only to banks located in the State of  Ohio and such change has or likely will have a material adverse effect on Retailer,  Cardholders and/or the Program, unless Bank shall have demonstrated that it can  remedy such effect within twelve (12) months and at all times has taken all  available steps to do so.





(h)     The  Approval Rate shall be less than [****] or such other New Approval Rate  Percentage determined  in accordance  with Exhibit 4.11 for any period of [****], unless such failure is caused by  either [****]; provided that Retailer shall have given Bank thirty (30) days  prior written notice that it was considering termination of this Agreement for  such reason.





(i)     A  Force Majeure Event shall have occurred and be continuing for a period of more  than one hundred and eighty (180) days (seven (7) days in the cases of payments  by Bank to Retailer pursuant to this Agreement, and fifteen (15) days in cases  of credit authorizations and processing of new Accounts by Bank), and such  Force Majeure Event has had or likely shall have a material adverse effect on  Retailer, Cardholders and/or the Program.





13.5   Retailers  Rights Following a Retailer Termination Event. If any Retailer Termination  Event shall have occurred, Retailer, in its sole discretion, may  (i) terminate this Agreement by delivering written notice to Bank setting  forth the basis for termination and the effective date of termination and/or  (ii) exercise any other rights or remedies available to it at Law or in  equity, subject to the terms of this Agreement.





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13.6   Additional  Obligations of Bank Upon Termination. Upon the earlier of (a) one year  prior to any potential expiration of this Agreement or (b) delivery or receipt  of any notice of termination, Bank shall advise Retailer of policies and  practices employed in connection with the Program, including, without  limitation, Banks collection and scoring and credit management practices,  during the preceding six month period. Until and unless Retailer notifies Bank  that it or its designee will not purchase the Program Assets, Bank shall make  no changes to such policies and practices, other than changes required by Law,  without the written consent of Retailer.





13.7   Purchase  Following Termination. (a)  In the  event that this Agreement expires by its terms or is terminated earlier for any  reason, Retailer or a designee shall have the right, exercisable by delivery of  written notice to Bank, to purchase all of the Accounts and Receivables  (including those Accounts and Receivables that have been written off by Bank  and inactive accounts) owned by Bank as of such purchase date, the Credit  Cards, the Cardholder List (including information contained in the monthly  master file in Exhibit 3.5), all records and other data obtained in connection  with the operation of the Program (including any lists other than the  Cardholder List containing information relating to Cardholders or Applicants  for Accounts obtained in connection herewith that Bank may transfer without  violating applicable Law), all credit scores
and methodologies and algorithms  needed to implement such scores obtained by Bank from Citibank or provided to  Bank by Retailer, including any modifications made thereto by Bank (unless Bank  is contractually prohibited from transferring such modifications) and, if Bank  independently developed or purchased credit scores and the methodologies and  algorithms needed to implement such scores specifically for the Program, those  independently developed or purchased scores, methodologies and algorithms  (unless Bank is contractually prohibited from transferring such scores,  methodologies and algorithms (it being understood that Bank shall use  commercially reasonable efforts to avoid such contractual prohibitions)) (all  of the foregoing items being collectively referred to herein as the Program  Assets), all for a purchase price as determined in accordance with Section  13.7(c). In connection with such purchase, Bank agrees that (i) it shall make  to Retailer or its designee
representations and warranties in respect of the  Program Assets comparable to those made by Retailer or Citibank in respect of  the Transferred Assets and (ii) unless required by Law, it will not require  Retailer or its designee to reissue Credit Cards provided Cardholders are sent  decals for application to their Credit Cards indicating the change of ownership  of their Credit Cards. Upon such purchase, Bank no longer shall use any Program  Assets in any manner. In order to be effective, any notice of an election to  purchase pursuant to this Section 13.7(a) must be irrevocable and delivered by  Retailer to Bank (i) in the event this Agreement is terminated by Retailer  other than as a result of a Retailer Termination Event, within ninety (90)  Business Days after delivery of Retailers written notice of termination, (ii)  in the event this Agreement is terminated by Bank as a result of a Bank  Termination Event, within sixty (60) Business Days after delivery of Banks  written
notice of termination and (iii) in the event this Agreement  otherwise terminates, within one hundred seventy (170) Business Days after  notice of termination is given.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





(b)     If  this Agreement terminates or expires and Retailer has not exercised its rights  under subsection (a) above, Retailer promptly shall notify Bank of any determination  to commence itself or through another issuer a proprietary credit card program  within two (2) years after expiration or termination of this Agreement. If  Retailer provides such a notice, Bank shall have the right to require Retailer  to purchase all of the Program Assets for a purchase price as determined in  accordance with Section 13.7(c). Bank may exercise this right by delivering  written notice to Retailer of Banks election to require Retailer to purchase  the Program Assets (a Put Notice) within a period of three (3) months from  the date of termination if such Program commences on termination or, if Bank  receives
notice of commencement of such a program after termination, for a  period of three (3) months following the date upon which notice was received.  If Bank delivers a Put Notice to Retailer pursuant to this Section 13.7(b),  Retailer shall be obligated to close the purchase of the Program Assets not  later than one hundred eighty (180) days after the effective date of  termination of this Agreement or ninety (90) days after receiving a Put Notice,  whichever comes later.





(c)     The  purchase price to be paid by Retailer for the Program Assets purchased by it  pursuant to Section 13.7(a) or 13.7(b) shall be equal to the sum of (i) [****] plus  (ii) if the Program Assets include credit scores and methodologies and  algorithms needed to implement such scores independently developed or purchased  by Bank specifically for the Program, an amount not to exceed [****]. The  foregoing notwithstanding, Retailer may determine to exclude any or all  scorecards developed or purchased by Bank from the Program Assets and no  payment shall be owed in respect of scorecards so excluded.





(d)     Bank  shall cooperate in good faith with Retailer and/or its designee in transferring  the Program Assets and the operation of the Program Assets and shall make  available to Retailer and/or its designee in advance the master file tape and  other records necessary to assist the Retailer and/or its designee in analyzing  such Receivables and in establishing its own records for operations. On the  purchase date, Bank will deliver one or more computer tapes containing all of  the information normally maintained by Bank with respect to the Program Assets  for purposes of billing, credit review, dunning and collection, and a  description of the format in which such information is recorded on tape, and  all of the written records and documents maintained by Bank with respect to the  foregoing. Bank shall provide
such additional cooperation and information as  the purchaser shall reasonably request provided that Bank shall not be required  to incur expense to do so. Without limitation to the foregoing, Bank shall use  good faith efforts to assist any successor provider to any to analyze pertinent  account information and portfolio assistance and documentation that Bank has  required or requested of Citibank and Retailer in connection with the  conversion hereunder.





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





13.8   Failure  of Retailer to Purchase Accounts Following Termination. (a)  Upon any termination of this Agreement, if  Retailer does not elect to purchase the Program Assets pursuant to Section  13.7(a) (Purchase Following Termination) and Bank does not deliver the Retailer  Put Option, Bank shall have the right, in addition to and retaining all other  rights it may have under the terms of this Agreement or applicable Law, to  liquidate the Accounts and Receivables (using the Cardholder List to do so) in  any such lawful manner which may be expeditious or economically advantageous to  Bank including, without limitation, the issuance of replacement or substitute  credit cards and the sale of such Accounts and Receivables to any Person not a  party to this Agreement, provided that in no event shall any replacement or  substitute card, whether issued by Bank
or a purchaser of the Accounts bear on  its face a trademark, service mark or name of a retail competitor of Retailer  and provided further that Bank shall continue to hold (and ensure that any  purchaser of Accounts holds) confidential all Confidential Information of  Retailer. The foregoing and any other provision to the contrary contained  herein notwithstanding, if Retailer does not purchase the Program Assets, Bank  may use the Cardholder List (or any other lists of information relating to  Cardholders) only to liquidate Accounts and Retailer shall retain the exclusive  right (without any fee being payable to Bank and with all revenue and income  derived therefrom belonging to Retailer) to use (or sublicense or assign the  right to use) the Cardholder List for all purposes, including for  advertisement, solicitations or other marketing efforts, regardless of the  manner or media through which the marketing effort is made, regardless of  whether the product or service was previously marketed by
Retailer.





(b)     If  Retailer does not elect to purchase the Program Assets pursuant to Section  13.7(a) (Purchase Following Termination) and Bank does not deliver to Retailer  a Put Notice, Retailer shall pay to Bank in connection with Banks liquidation  of the Accounts and Receivables an amount to be determined as follows. Upon  liquidation of the Accounts, Bank shall determine the Monthly Net Revenue for  the Program. The Monthly Net Revenue shall be equal to (i) the sum of the  Monthly Program Revenues for each month during the liquidation period, minus  (ii) the sum of the Monthly Program Costs for each month during the  liquidation period. The Monthly Net Revenue Requirement shall be an amount  equal to [****]. If the cumulative average Monthly Net Revenue after the date  of
termination of this Agreement is less than the Monthly Net Revenue  Requirement after the date of termination of this Agreement, Bank shall invoice  Retailer for the difference, less any amounts previously paid by Retailer to  Bank in accordance with this sentence, and Retailer shall pay such amount  within fifteen (15) days from receipt of such invoice.





13.9   Alternative  to Termination. Bank shall not exercise its right to terminate this  Agreement pursuant to Section 13.3 (Banks Rights Following A Bank Termination  Event) so long as (i) no Bank Termination Event has occurred and is  continuing except one or more of those described in this section,  (ii) Retailer shall within two (2) Business Days after receiving notice of  termination pursuant to Section 13.2(b) or (c) (Bank Termination Events)  establish and thereafter maintain the Collateral Account pursuant to Section  13.10(a) (Collateral Account) or the Letter of Credit pursuant to Section 13.11  (Letter of Credit) and the aggregate amount of such Collateral Account and the  undrawn amount of such Letter of Credit (collectively, the Collateral Amount)  shall equal or exceed the sum of all amounts required by this section,
and





40





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(iii) Retailer is diligently taking all action necessary to  correct such event promptly (whether or not such failure can be corrected in a  reasonable time). The Collateral Amount shall be the amount of damages which  Bank would suffer if this Agreement were terminated immediately.





13.10    Collateral  Account. (a)  For the purposes of  complying with Section 13.9 (Alternative to Termination), Retailer may open and  maintain, with a bank, the deposits of which are F.D.I.C.-insured, a collateral  account pledged to Bank (the Collateral Account) to secure payment by  Retailer of all of its obligations then or thereafter existing under this  Agreement. Retailer shall be entitled to the interest that accrues and is earned  on the Collateral Account and Bank shall authorize Retailer to withdraw such  amount on the last Business Day of each month.





(b)     Upon the
payment in full of Retailers obligations hereunder, Bank shall pay to
Retailer such of the collateral as shall not have been applied pursuant to the
terms hereof. To the extent that the amount of the Collateral Account exceeds
the amount required by Section 13.9 (Alternative to Termination) Bank shall
return the excess to Retailer or if no Retailer Termination Event is continuing
and the Agreement has not otherwise terminated, Bank shall return the full
amount of the Collateral Account to Retailer.





13.11   Letter  of Credit. In lieu of any amount required to be paid into or maintained in  the Collateral Account, Retailer may deliver to Bank a Letter of Credit in  favor of Bank issued by a bank organized in the United States or another  financial institution, whose debt obligations are rated at least comparable to  Bank and which is otherwise acceptable to Bank, payable (i) from time to time  upon certification by Bank that obligations in excess of the funds in the  Collateral Account are due and payable and unpaid by Retailer after demand and  that the funds drawn shall be applied to such obligations, and (ii) up to the  full amount upon certification by Bank, within the 60 day period prior to the  expiry date of the Letter of Credit, that the funds in the Collateral Account  are less than Banks good faith estimate of the obligations expected thereafter
to accrue and become due, and that the funds drawn shall be added to the  Collateral Account and held and applied in accordance with the terms of this  Agreement. The undrawn amount of such Letter of Credit shall be added to the  amount of the Collateral Account in determining whether additional payments  into or refunds from the Collateral Account are required under Section 13.9  (Alternative to Termination).





ARTICLE XIVINDEMNIFICATION





14.1   Indemnification  by Retailer. Retailer shall indemnify and hold Bank, each of its  Affiliates, and all officers, directors, employees and other agents of Bank  and/or its Affiliates, harmless from and against any actions, suits, losses,  liabilities, settlements, costs and expenses, including any reasonable  attorneys fees (collectively, Damages), relating to, arising out of, or in  connection with:





| | (i)     the    failure of any representation or warranty of Retailer hereunder to be true    and correct when made or remade;
| | -----------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                              
| | (ii)    the    breach by Retailer of any of its covenants or agreements hereunder;                                           




41





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| | (iii)   the    failure of Retailer, or any of its employees, agents or designees (including    those working at Retailers fulfillment center), to comply with the Operating    Procedures or other policies and procedures established hereunder applicable    to its, or any of their, conduct;
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                  
| | (iv)   any    misrepresentation by Retailer or any of its employees, agents or designees    relating to credit terms;                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                                  
| | (v)    any    and all advertising conducted by or on behalf of Retailer, other than credit    marketing materials approved by Bank; and                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                  
| | (vi)   any    Goods or Services (excluding Account Enhancement Services), including,    without limitation, any product liability claims with respect thereto.                                                                                                                                   




14.2   Indemnification  by Bank. Bank shall indemnify and hold the Retailer and each of its  Affiliates, and all officers, directors, employees and other agents of the  Retailer and/or its Affiliates, harmless from and against any Damages relating  to, arising out of, or in connection with:





| | (i)     the    failure of any representation or warranty of Bank hereunder to be true and    correct when made or remade;                                                                                                           
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                     
| | (ii)    the    breach by Bank of any of its covenants or agreements hereunder;                                                                                                                                                      
| |                                                                                                                                                                                                                                     
| | (iii)   the    failure of Bank, or any of its employees, agents or designees, to comply with    the Operating Procedures, the Service Standards or other policies and    procedures established hereunder applicable to its conduct;
| |                                                                                                                                                                                                                                     
| | (iv)   any    misrepresentation by Bank or any of its employees, agents or designees    relating to credit terms;                                                                                                                   
| |                                                                                                                                                                                                                                     
| | (v)    credit    marketing materials approved by Bank;                                                                                                                                                                              
| |                                                                                                                                                                                                                                     
| | (vi)   Account    Enhancement Services, including, without limitation, any product liability    claims with respect thereto; and                                                                                                    
| |                                                                                                                                                                                                                                     
| | (vii)  the    rejection for credit of any Applicant by Bank under the Program except to the    extent it results from any action or omission of Retailer.                                                                           




14.3   Effect  of Knowledge or Materiality. For purposes of indemnification under Sections  14.1 and 14.2 hereof, a breach or inaccuracy of a representation, warranty,  covenant or agreement contained in this Agreement shall be deemed to occur or  exist if such representation, warranty, covenant or agreement would have been  so breached or inaccurate if it had not contained (i) any limitation or  qualification as to materiality or material and adverse effect, or any  limitation or qualification as to a partys knowledge.





42





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14.4    Notice.  Each party shall promptly notify the other party of any claim, demand, suit or  threat of suit of which that party becomes aware (except with respect to a  threat of suit either party might institute against the other) which may give  rise to a right of indemnification pursuant to this Agreement. The indemnifying  party shall be entitled to participate in the settlement or defense thereof  and, if the indemnifying party elects, to take over and control the settlement  or defense thereof with counsel satisfactory to the indemnified party. In any  case, the indemnifying party and the indemnified party shall cooperate (at no  cost to the indemnified party) in the settlement or defense or any such claim,  demand, suit or proceeding.





ARTICLE XVMISCELLANEOUS





15.1    Assignability.  Neither Bank nor Retailer may assign its rights and obligations under this  Agreement without the prior written consent of the other party, provided that  Bank may assign all or part of its rights and obligations under this Agreement  to an Affiliate without such prior written consent if such Affiliate shall  enter into an agreement with Retailer, in form and substance reasonably  satisfactory to Retailer, assuming all of Banks obligations hereunder that  shall have been assigned by Bank to such Affiliate. No assignment by Bank shall  release Bank from liability for Damages relating to, arising out of or in  connection with this Agreement, whether incurred prior to assignment or thereafter.





15.2    Amendment.  This Agreement may not be amended except by written instrument signed by the  parties hereto.





15.3    Non-Waiver.  No delay by any party hereto in exercising any of its rights hereunder, or the  partial or single exercise of such rights, shall operate as a waiver of that or  any other right. The exercise of one or more of any partys rights hereunder  shall not be a waiver of, nor preclude the exercise of, any rights or remedies  available to such party under this Agreement or in Law or equity.





15.4    Severability.  If any provision of this Agreement is held to be invalid, void or  unenforceable, all other provisions shall remain valid and be enforced and  construed as if such invalid provision were never a part of this Agreement.





15.5    Governing  Law. This Agreement shall be governed by and construed in accordance with  the Laws of the State of Ohio without regard to internal principles of conflict  of Laws.





15.6    Captions.  Captions of the Sections of this Agreement are for convenient reference only  and are not intended as a summary of such Sections and do not affect, limit,  modify or construe the contents thereof.





15.7    Further  Assurances. Each party hereto agrees to execute all such further documents  and instruments and to do all such further things as the other party may  reasonably request in order to give effect and to consummate the transactions  contemplated hereby.





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15.8    Entire  Agreement. This Agreement is the entire agreement of the parties with  respect to the subject matter hereof and, as of the Effective Date, supersedes  all other prior understandings and agreements whether written or oral. The  foregoing notwithstanding, all rights, obligations and liabilities arising  under the Prior Agreement prior to the Effective Date shall survive the  execution of this Agreement and be governed by the Prior Agreement.





15.9    Notices.  All notices, demands and other communications hereunder shall be in writing and  shall be sent by hand, by first class mail (return receipt requested),  facsimile (with verbal confirmation of receipt) or by nationally recognized  overnight courier service addressed to the party to whom such notice or other  communication is to be given or made at such partys address as set forth  below, and shall be deemed given when received as follows:





| | if to Retailer: | United Retail Group, Inc.            
| | --------------- | -------------------------------------
| |                 | 365 West Passaic Street              
| |                 | Rochelle Park, NJ     07662          
| |                 | Attention:  Chief Financial Officer  
| |                 | Fax: (201) 909-2122                  
| |                 |                                      
| | with a copy to: | United Retail Group, Inc.            
| |                 | 365 West Passaic Street              
| |                 | Rochelle Park, NJ     07662          
| |                 | Attention:  General Counsel          
| |                 | Fax: (201) 909-2103                  
| |                 |                                      
| | if to Bank:     | World Financial Network National Bank
| |                 | 800 Tech Center Drive                
| |                 | Gahanna, OH     43230-6605           
| |                 | Attention:  Daniel T. Groomes,       
| |                 | President                            
| |                 | Fax:  (614)    729-4899              
| |                 |                                      
| | with a copy to: | World Financial Network National Bank
| |                 | 800 Tech Center Drive                
| |                 | Gahanna, OH     43230-6605           
| |                 | Attention:  Karen Morauski,          
| |                 | Assistant General Counsel            
| |                 | Fax:  (614)    944-5801              




provided, however, that if  either of the above parties shall have designated a different address by notice  to the other, notice shall be sent to the last address so designated.





15.10     Binding  Effect. This Agreement shall inure to the benefit of and be binding upon  the parties hereto and their respective legal representatives, successors and  permitted assigns.





44





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15.11     Independent  Contractor. Nothing contained in this Agreement shall be construed to  constitute Bank and Retailer as partners, joint venturers, principal and agent,  or employer and employee. Bank shall act hereunder solely as an independent  contractor and shall exercise exclusive control over any and all persons hired  by it.





15.12     Press  Releases. Except as may be required by Law or a court or regulatory  authority or any stock exchange, neither Bank nor Retailer, nor their  respective parent, subsidiary or affiliated companies, shall issue a press release  or make any public announcement relating to the Program without the prior  consent of all parties hereto, which consent shall not unreasonably be withheld  or delayed.





15.13     Jurisdiction.  Any suit, action or proceeding seeking to enforce any provision of, or based on  any matter arising out of or in connection with, this Agreement or the  transactions contemplated thereby may be brought against any of the parties in  the United States District Court for the Southern District of Ohio or any state  court sitting in the City of Columbus, Ohio, and each of the parties hereby  consents to the jurisdiction of such court (and of the appropriate appellate  courts) in any such suit, action or proceeding and waives any objection to  venue laid therein. Process in any such suit, action or proceeding may be  served on any party anywhere in the world. Without limiting the foregoing, the  parties agree that service of process upon such party at the address referred  to in Section 15.9 (Notices), together with written notice of such service to
 such party, shall be deemed effective service of process upon such party.





15.14     Counterparts.  This Agreement may be executed in any number of multiple counterparts, all of  which shall constitute but one and the same original.





15.15     Agreement  Executed by Facsimile. This Agreement may be executed by facsimile  originals and each copy of this Agreement bearing the facsimile transmitted  signature of the authorized representatives of each party shall be deemed to be  an original. Notwithstanding the validity of the facsimile originals, it is  intended that two copies of the Agreement shall be manually executed by each  party and delivered to the other party hereunder.





15.16     Waiver  of Jury Trial. EACH OF THE PARTIES HERETO KNOWINGLY, VOLUNTARILY AND  INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF  ANY LITIGATION ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR  ANY EXHIBIT OR SCHEDULE HERETO, OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR  STATEMENTS (WHETHER VERBAL OR WRITTEN) MADE BY THE PARTIES.





15.17     Survival.  No termination (regardless of cause or procedure) of this Agreement shall in  any way affect or impair the powers, obligations, duties, rights, indemnities,  liabilities, undertakings, covenants, warranties and/or representations of the  parties with respect to times and/or events occurring prior to such  termination, including the obligation to make payments in respect of  obligations (including indemnification obligations) arising prior to the  termination date. No powers, obligations, duties, rights, indemnities,  liabilities, undertakings, covenants, warranties and/or representations of the  parties with respect to times and/or events occurring after termination shall  survive termination except 6.2 (Postage), 6.3(c) (Reconciliation of Disputes),  12.4 (Use of Retailer Marks), 12.7 (Confidentiality and Security Control), 13.3  (Banks
Rights Following a Bank Termination Event), 13.5 (Retailers Rights  Following a





45





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Retailer Termination Event), 13.7 (Purchase Following Termination),  13.8 (Failure of Retailer to Purchase Accounts Following Termination), 15.4  (Severability), 15.5 (Governing Law), 15.6 (Captions), 15.8 (Entire Agreement),  15.9 (Notices), 15.10 (Binding Effect), 15.12 (Press Releases), 15.13  (Jurisdiction), 15.14 (Counterparts), 15.15 (Agreement Executed by Facsimile),  15.16 (Waiver of Jury Trial), 15.17 (Survival), Article 7 (Chargebacks) and  Article 14 (Indemnification).





IN  WITNESS WHEREOF, Bank and Retailer have caused this Agreement to be executed by  their respective officers thereunto duly authorized as the date first above  written.





| | WORLD FINANCIAL NETWORK NATIONAL BANK
| | -------------------------------------
| |                                      
| | By:                                  
| |                                      
| | Name:                                
| | Title:                               
| |                                      
| | UNITED RETAIL GROUP, INC.            
| |                                      
| | By:                                  
| |                                      
| | Name:                                
| | Title:                               
| |                                      
| | UNITED RETAIL INCORPORATED           
| |                                      
| | By:                                  
| |                                      
| | Name:                                
| | Title:                               




46





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Exhibit A


Retailer Marks





THE AVENUE





AVENUE PLUS





SIZES UNLIMITED





SIXTEEN PLUS





SIZES WOMAN





SMART SIZE





SIZES GOLD





CLOUDWALKERS





AVENUE





AVENUE DIRECT





1





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Exhibit B


Bank Privacy Policy





WORLD FINANCIAL NETWORK NATIONAL BANK





CUSTOMER PRIVACY STATEMENT





*******************





At World Financial Network National Bank (referred to as we or us)  we are committed to providing you the finest products along with the highest  level of service. To accomplish this, we gather, use and share certain personal  information. This Customer Privacy Statement describes what information we  gather, with whom we share it, and how you may direct us not to share certain  information with certain parties.





1.     Our Personal Information Collection Practices.





We collect non-public personal information about  you from the following sources:





| | Information we receive from    you from various sources, including credit applications, registration or    other forms or from the Internet, such as address, telephone number, e-mail    address, social security number, and date of birth;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                              
| | Information about your    transactions with us, our affiliates, retailers, or others, such as account    balance, payment history, and credit card usage;                                                                                    
|  |                                                                                                                                                                                                                                              
| | Information we receive from    consumer reporting agencies (also known as credit bureaus), such as your    credit score and credit history; and                                                                                              
|  |                                                                                                                                                                                                                                              
| | Information we receive from    our affiliates and from third parties, such as household demographics.                                                                                                                                        




2.     Our Personal Information Disclosure Practices.





We may disclose all of the non-public personal  information that we collect, as described in paragraph 1 above. We may disclose  such information whether or not you are a current customer or former customer.





We may disclose such non-public personal  information about you to our affiliates and to the following types of third  parties:





1





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| | Financial service providers,    such as insurance companies, consumer reporting agencies (also known as    credit bureaus) and others;                                                      
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                             
| | Non-financial companies, such    as retailers (including the retailer(s) where you may make purchases using    your credit card issued by us), direct marketers, publishers, and others; and
|  |                                                                                                                                                                                             
| | Others, such as non-profit    organizations.                                                                                                                                                




We may also disclose non-public personal information about you to  nonaffiliated third parties as permitted by law.





3.     Disclosure  to Service Providers or Joint Marketers.





We may disclose all of the non-public personal information we collect,  as described in paragraph 1 above, to companies that perform marketing or other  services on our behalf or to other financial institutions with whom we have  joint marketing agreements.





4.     Opt  Out Procedures.





If you prefer that we not disclose non-public  personal information about you to nonaffiliated third parties, you may opt  out of those disclosures, that is, you may direct us not to make those  disclosures (other than disclosures permitted by law). If you wish to opt out  of disclosures to nonaffiliated third parties (other than  disclosures permitted by law), you may do so by calling us toll-free at the  number listed below for your account:





|ACCOUNT NAME | TOLL FREE NUMBER
|------------ | ----------------
|Client Name  | X-XXX-XXX-XXXX  
|TDD/TTY      | X-XXX-XXX-XXXX  




For joint accounts, an opt out made by any one of  the joint cardholders will apply to all of the joint cardholders on the same  account.





Please allow several weeks for your opt out  request to take effect. Your election to opt-out will remain in effect until  revoked by you in writing.





Please understand that even if you choose to opt  out, we will continue to share your non-public personal information with third  parties as permitted by applicable law, including sharing your information with  the retailer(s) where you may make purchases using your credit card issued by  us.





2





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5.     Data  Security Procedures.





We restrict access to non-public personal information about you to  those persons who need to know that information in connection with providing  products or services to you. We may from time to time provide the retailer(s)  where you may make purchases using your credit card issued by us with access to  your non-public personal information. We maintain physical, electronic, and  procedural safeguards to guard your non-public personal information.





6.     Changes  to this Statement.





We may make changes to this Customer Privacy Statement at any time and  will provide you with any notice of such changes as


required by law. This statement replaces any other statements about our  customer information practices.





7.     Compliance  with State Laws.





We will also comply with more restrictive  state laws to the extent that they apply.





3





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit C


Credit Collateral Specifications





[****]





1





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Exhibit 2.3Account Terms and Conditions





| | Annual Percentage Rate: Variable at the Prime Rate    plus 13.49% (minimum 22.8%, maximum 24.99%), compounded daily, includes fees.
|- | -----------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                    
| | Timing for Assessing Late Fee:  At billing (due date + 5).                                                                         
|  |                                                                                                                                    
| | Method of Computing the Balance for Purchases:  Average Daily Balance (including new    purchases, finance charges and fees).      
|  |                                                                                                                                    
| | Grace Period for finance charges if Account paid in    full before the next billing date: 25 days.                                 
|  |                                                                                                                                    
| | Annual Fee: None.                                                                                                                  
|  |                                                                                                                                    
| | Minimum Finance Charge: $0.50.                                                                                                     
|  |                                                                                                                                    
| | Late Fee:  Tiered    Fees Based On Outstanding Balance.                                                                            
|  |                                                                                                                                    
|  |                                                                                                                                    
|  |                                                                                                                                    
|  |                                                                                                                                    
|  |                                                                                                                                    
|  |                                                                                                                                    
|  |                                                                                                                                    
| | Return Payment Fee:     $25.                                                                                                       
|  |                                                                                                                                    
| | Minimum Payment:     Greater of 5.5556% of the balance due or $10.                                                                 
|  |                                                                                                                                    
| | Pay by Phone Fees:     $7.00                                                                                                       




---






CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 3.4Account Enhancement Services and Value-Added Programs





The parties agree as  follows:





(a)  [****]





(b)  [****]





(c)  [****]





---





CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment  Requested: Information for which confidential treatment has been requested is  omitted and is noted with [****].  An  unredacted version of this document has been filed separately with the  Securities and Exchange Commission





Exhibit 3.5Monthly  Master File Information





[****]





---






CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 4.1(b)(1)Bank Service Standards





|Service                              |  | Service    Level Standard                                                                                                     
|------------------------------------ |  | ------------------------------------------------------------------------------------------------------------------------------
|                                     |  |                                                                                                                               
|A.  Voice    Authorization           |  |                                                                                                                               
|    [****]                          |  | [****] within [****]    seconds                                                                                               
|    [****]                          |  | [****]                                                                                                                        
|                                     |  |                                                                                                                               
|                                     |  |                                                                                                                               
|B.    Customer Service Phone Inquiry |  |                                                                                                                               
|    [****]                          |  | [****] within [****]    seconds                                                                                               
|    [****]                          |  | [****]                                                                                                                        
|                                     |  |                                                                                                                               
|                                     |  |                                                                                                                               
|C.  Mail    Response Time            |  |                                                                                                                               
|    [****]                          |  | [****] within [****]    days                                                                                                  
|                                     |  | [****] within [****]    days                                                                                                  
|                                     |  |                                                                                                                               
|    [****]                          |  | [****] day                                                                                                                    
|                                     |  |                                                                                                                               
|D.  Statement    Processing          |  |                                                                                                                               
|    [****]                          |  | [****]within                                                                                                                  
|                                     |  | [****] days or less,    except when a postal service holiday falls within such billing period.                                
|                                     |  |                                                                                                                               
|E.  Payment    Processing            |  |                                                                                                                               
|    [****]                          |  | [****] deposited same    day,                                                                                                 
|                                     |  | [****] within [****]    days                                                                                                  
|                                     |  |                                                                                                                               
|                                     |  |                                                                                                                               
|    [****]                          |  | 1                                                                                                                             
|                                     |  |                                                                                                                               
|F.  Plastic    Turnaround            |  |                                                                                                                               
|    [****]                          |  | [****] within [****]    Business Days of embossing tape output, [****] within [****] Business Days of    embossing tape output




NOTE:  Service level standard  shall be measured using a simple average for each calendar month.





---






CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 4.1(b)(2)Servicing Defect Fees





|Service Failure                      |  | Servicing Defect Fee
|------------------------------------ |  | --------------------
|                                     |  |                     
|A.    Voice Authorization            |  | [****]              
|B.    Customer Service Phone Inquiry |  | [****]              
|C.    Mail Response Time             |  | [****]              
|D.    Statement Processing           |  | [****]              
|E.    Payment Processing             |  | [****]              
|F.    Plastic Turnaround             |  | [****]              




---






CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 4.7Monthly Reports





[****]





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 4.11


Approval Rates





Within sixty (60) days after the Effective Date, Bank shall produce and  deliver to Retailer a report, reasonably acceptable to Retailer, indicating the  demographic mix of Applicants in respect of Credit Card Applications submitted  to Bank during the twelve months preceding the Effective Date (the Baseline  Mix). The report shall be based on credit bureau  scores obtained for Applicants in such period and indicate, by  percentage of total Applicants, other than Applicants who have filed for  bankruptcy, (a) the distribution of Applicants in the following score  groupings: [****],  or (b) such other distribution of Applicants agreed upon by the parties to  reflect changes in credit bureau scoring.





After the Effective Date, Bank shall use reasonable efforts to ensure  that the Approval Rate during any calendar year (including, for the avoidance  of doubt, calendar year 2006) [****]





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 5.2


Pass-Through Expenses





[****]





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CONFIDENTIAL TREATMENT  REQUESTED





Confidential Treatment Requested: Information for which confidential  treatment has been requested is omitted and is noted with [****].  An unredacted version of this document has  been filed separately with the Securities and Exchange Commission





Exhibit 6.1Program Economics





1.          Daily  Payment.  [****]





2.          Quarterly[****]  Payment.  [****]





3.          Benefit  Sharing Payment.  [****]





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Exhibit 8.1(d)Legal Name and Executive Office of Retailer





Retailer





United  Retail Group, Inc.


365  West Passaic Street


Rochelle  Park, NJ  07662





United  Retail Incorporated


365  West Passaic Street


Rochelle Park, NJ  07662





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