Amendment No. Three to Amended and Restated Private Label Credit Card Plan Agreement dated as of May 4, 2014 between Comenity Bank and Stage Stores, Inc. and Specialty Retailers, Inc

(a)    The Score Cut Plan. Bank and SSI seek to determine the viability of offering Credit Cards to Applicants within lower credit score bands than offered prior to the implementation of the Score Cut Plan (as defined hereinafter). As such, notwithstanding Section E(3)(a) of Schedule 3.1 of the Agreement, Bank has established, and will implement, a test Account acquisition program which approves certain applicants for Accounts whose credit scores are lower than otherwise required for approval by Bank, pursuant to and subject to the terms and conditions of this Schedule 3.6(b)-2 (the “Score Cut Plan”). Accounts issued under the Score Cut Plan that would not have been approved and issued prior to the implementation of the Score Cut Plan shall be referred to as “Score Cut Plan Accounts”.

(b)    Establishment of the Score Cut Plan. The Bank shall offer the Score Cut Plan pursuant to and subject to the terms and conditions of this Schedule 3.6(b)-2. The initial credit limit for each Score Cut Plan Account will not exceed [****] dollars ($[****]), unless otherwise determined by Bank in its sole discretion.

(c)    Treatment of Score Cut Plan Accounts. Except as otherwise provided in this Schedule 3.6(b)-2, each reference to “Account(s)” in the Agreement shall include Score Cut Plan Account(s)” and the parties’ respective rights and obligations hereunder relative to the Plan shall also apply to the Score Cut Plan.

(d)    Term and Termination of the Score Cut Plan.

(i)Bank agrees to test the Score Cut Plan by acquiring Score Cut Plan Accounts during the period beginning on November 22, 2013 and ending on May 31, 2015 (the “Score Cut Plan Initial Term”) unless terminated earlier solely pursuant to the provisions set forth in clause (d)(iv) of this Schedule 3.6(b)-2, and to evaluate the Score Cut Plan to help determine if Bank desires to continue the Score Cut Plan after the Score Cut Plan Initial Term. Following the end of the Score Cut Plan Initial Term, the Score Cut Plan shall continue until terminated in accordance with clause (d)(iii)(x) or (z) of this Schedule 3.6(b)-2 if Bank provides the notice described in clause (d)(iii) of this Schedule 3.6(b)-2 or if such notice is not given, until the Score Cut Plan is terminated in accordance with the terms of the Agreement.

(ii)At the end of the Score Cut Plan Initial Term, the parties shall mutually evaluate the Score Cut Plan Profitability. For purposes of this Schedule 3.6(b)-2, “Score Cut Plan Profitability” shall be (A) measured over the Score Cut Plan Initial Term; and (B) based on the combined profitability of each Score Cut Plan Account opened at any time during the Score Cut Plan Initial Term.

(iii)Notwithstanding the foregoing, Bank may notify SSI in writing at any time after the end of the Score Cut Plan Initial Term, but no more than [****] ([****]) days thereafter, of its desire to alter or discontinue the Score Cut Plan for any reason. The parties will discuss the disposition of the Score Cut Plan at the next regularly scheduled Plan

Committee meeting following the receipt of notice from Bank, or if the next Plan Committee meeting will not occur for more than [****] ([****]) days, then the parties agree to hold a special Plan Committee meeting within [****] ([****]) days of SSI’s receipt of Bank’s notice. Except as otherwise agreed by the parties, the following outcomes shall be available to the Plan Committee in the event of a notice by Bank pursuant to this Section (d)(iii):

(x)    the Score Cut Plan is terminated as of the date of such Plan Committee meeting; or

(y)    the Score Cut Plan may be modified, including without limitation by revising the amount of fees paid from SSI to Bank, as decided by the Plan Committee, and Bank and SSI shall enter into a new separate written amendment to the Agreement that sets forth the terms and conditions of the new lower score credit acquisition Account program.

(z)    If the Plan Committee does not reach agreement on the modification of the Score Cut Plan within [****] ([****]) days after the Plan Committee meeting in which the matter was discussed, then the Score Cut Plan shall terminate as of the end of such [****] ([****]) day period.

(iv)    Notwithstanding anything in this Schedule 3.6(b)-2 or Schedule 3.1 to the contrary: (A) Bank may discontinue the Score Cut Plan immediately by written notice on the basis of Bank’s belief that the continued offering of the Score Cut Plan violates Applicable Law (including any court or agency decisions and orders and staff interpretations and guidance from applicable regulatory agencies, all as determined by the reasonable opinion of Bank’s counsel) and (B) SSI may terminate the Score Cut Plan immediately by written notice to Bank on the basis of SSI’s belief that the continued offering of the Score Cut Plan violates Applicable Law (including any court or agency decisions and orders and staff interpretations and guidance from applicable regulatory agencies, all as determined by the reasonable opinion of SSI’s counsel).

(v)    Following the discontinuation or termination of the Score Cut Plan, in accordance with the terms of this Schedule 3.6(b)-2, Bank shall (A) cease to approve new Score Cut Plan Accounts; and (B) continue to support Score Cut Plan Accounts opened under the Score Cut Plan prior to the discontinuation or termination of the Score Cut Plan in a manner that is consistent with the terms of the Agreement and Applicable Law.