Amendment No. Two to Amended and Restated Private Label Credit Card Plan Agreement dated as of February 13, 2014 Between World Financial Network Bank (now Comenity Bank) and Stage Stores, Inc. and Specialty Retailers, Inc

THIS AMENDMENT NO. TWO (“Amendment No. 2”) to that certain AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PLAN AGREEMENT entered into as of the 8^th day of August, 2012 and effective as of the 1^st day of August 2012 (the “Agreement”) by and between Stage Stores, Inc. (“SSI”) and Specialty Retailers, Inc. (“SRI”) (with SSI and SRI hereinafter collectively referred to as “Stage”) and Comenity Bank (formerly known as World Financial Network Bank) (“Bank”), is entered into by and between Bank and SSI and will be effective as of February 13, 2014 (the “Amendment No. 2 Effective Date”).

WHEREAS, Stage and Bank previously entered into the Agreement pursuant to which, among other things, Stage requested Bank to, and Bank agreed to, extend credit to qualifying individuals in the form of private label open-ended credit card accounts for the purchase of Goods and/or Services from Stage through designated Sales Channels and to issue Credit Cards to qualifying individuals under the Stage Nameplates.

WHEREAS, SRI, the wholly owned operating subsidiary of SSI and currently the employer of all Stage employees, signed the Agreement solely for purposes of Section 13.1(a) of the Agreement, thereby agreeing that the Amended and Restated Private Label Credit Card Program Agreement dated March 5, 2004 by and among SSI, SRI and Bank was terminated in its entirety upon the full execution of the Agreement and thereby terminating SRI’s status as a separate party to the Agreement effective August 1, 2012.

WHEREAS, SSI and Bank entered into Amendment No. One to the Agreement effective as of February 1, 2013

WHEREAS, SSI and Bank now desire to amend the Agreement as set forth herein.

NOW, THEREFORE, in consideration of the terms and conditions hereof, and for other good and valuable consideration, the receipt of which is hereby mutually acknowledged by the parties, SSI and Bank agree as follows:

IN WITNESS WHEREOF, SSI and Bank have executed this Amendment No. 2 in manner and form sufficient to bind them as of the Amendment No. 2 Effective Date.

(a)    The Employee Plan. Bank shall establish a test Account program pursuant to and subject to the terms and conditions of this Schedule 3.6(b)-1 (the “Employee Plan”). Accounts issued under the Employee Plan shall be referred to as “Employee Plan Accounts” and, for purposes of this Schedule 3.6(b)-1, shall continue to be Employee Plan Accounts irrespective of any termination, retirement or other change of status of such Employee.

(b)    Establishment of Employee Plan Accounts. Subject to the terms and conditions of this Schedule 3.6(b)-1, the Employee Plan shall be available to each Employee of Stage who (i) submits a completed application to Bank on a form specially designated by Bank as an Employee application and by a delivery method (as agreed upon by the parties) that signifies to Bank that the applicant is an Employee of Stage (each, an “Employee Plan Account Application”); and (ii) meets the Employee Plan Account Application Criteria (defined below). For purposes of this Schedule 3.6(b)-1, the term “Employee” shall mean (i) any full-time or part-time employee of Stage after the Amendment No. 2 Effective Date; and (ii) any person who was a full-time or part-time employee of Stage prior to the Amendment No. 2 Effective Date and who retired from Stage, but applies for a Card prior to March 31, 2014.

(c)    Applications for Employee Plan Accounts. Notwithstanding Section 3.5 of the Agreement, Employee-Applicants must submit Employee Plan Account Applications in order to qualify for the Employee Plan. For clarity, Employee Plan Account Applications shall be treated in a manner that is consistent with the treatment of mail-in applications for purposes of calculating the measurement periods, penetration rates and targets set forth on Schedule 1.3(e) and Schedule 3.5(e) of the Agreement. For further clarity, Employee Plan Account Applications that meet the criteria for a Valid Application as defined in Schedule 3.5(e) shall be considered Valid Applications for purposes of Schedule 3.6. If the Employee-Applicant satisfies the Employee Plan Account Application Criteria set forth in Section (d), below, then Bank shall issue an Employee Plan Account to such Employee-Applicant.

(d)    Employee Plan Account Application Criteria. The “Employee Plan Account Application Criteria” shall be comprised of the following:

(i)    The Employee-Applicant delivers to Bank an Employee Plan Account Application that includes all of the information requested by Bank in such application; and

(ii)    Bank verifies the identity of the Employee-Applicant in accordance with its then-current policies and procedures and requirements of Applicable Law (e.g., US PATRIOT ACT); and

(iii)    The Employee Plan Account Application passes the Bank’s then-current security screening procedures, including those required by Applicable Law and for detecting fraudulent applications; and

(iv)    Bank’s underwriting of the Employee Plan Account satisfies requirements of Applicable Law including requirements of the CARD ACT and its implementing regulations (e.g., satisfaction of requirements regarding applicants for a credit card who have not attained the age of 21, consideration of the applicant’s ability to repay., etc.); and

(v)    The Employee-Applicant accepts the terms and conditions of the Credit Card Agreement applicable to her/his Employee Plan Account.

(e)    Plan Committee. The parties acknowledge and agree that the Plan Committee provisions set forth in Schedule 3.1 of the Agreement shall apply to the Employee Plan, subject to the specific provisions set forth in this Schedule 3.6(b)-1, including Section (g) below, which shall control. Without limiting the generality of the foregoing, Operating Procedures, including the Employee Plan Account Application Criteria shall be a Bank Matter.

(f)    Treatment of Employee Plan Accounts. Except as otherwise provided in this Schedule 3.6(b)-1, each reference to “Account(s)” in the Agreement shall include “Employee Plan Account(s)” and the parties respective rights and obligations hereunder relative to the Plan shall also apply to the Employee Plan.

(g)    Term and Termination of the Employee Plan

(i)    Bank agrees to test the Employee Plan for [****] consecutive months from the Amendment No. 2 Effective Date (the “Employee Plan Initial Term”) and to evaluate the Employee Plan to help determine if Bank desires to continue the Employee Plan after the Employee Plan Initial Term.

(ii)    Notwithstanding the foregoing, Bank may notify SSI in writing at any time: (i) after the end of the [****] month of the Employee Plan Initial Term and before thirty (30) days after the end of the Employee Plan Initial Term of its desire to alter or discontinue the Employee Plan for any reason. The parties will discuss the disposition of the Employee Plan at the next regularly scheduled Plan Committee meeting, or if the next Plan Committee meeting will not occur for more than thirty (30) days, then the parties agree to hold a special Plan Committee meeting within thirty (30) days of SSI’s receipt of Bank’s notice. The following shall apply in the event of a notice by Bank pursuant to this Section (g)(ii):

(iii)    In the event the Employee Plan is not terminated pursuant to Section (g)(ii) then, within thirty (30) days (before or after) each twelve (12) month anniversary date of the last day of the Employee Plan Initial Term, the Bank may notify SSI in writing at any time of its desire to alter or discontinue the Employee Plan as a result of the profitability of the Employee Plan in accordance with the following procedure:

(iv)    Notwithstanding anything in this Schedule 3.6(b)-1 or Schedule 3.1 to the contrary: (A) Bank may discontinue the Employee Plan immediately by written notice on the basis of Bank’s belief that the continued offering of the Employee 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 Employee Plan immediately by written notice to Bank on the basis of SSI’s belief that the continued offering of the Employee 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 Employee Plan, in accordance with the terms of this Schedule 3.6(b), Bank shall (A) cease to accept new Employee Plan Account applications pursuant to the terms of this Schedule 3.6(b); and (B) continue to support Accounts opened under the Employee Plan prior to the discontinuation or termination of the Employee Plan.

(vi)    For clarity, Bank will continue to offer the Employee Plan after expiration of the Employee Plan Initial Term unless and until the Employee Plan is discontinued or terminated in accordance with the terms of this Schedule 3.6(b)-1.