PLEASE READ THE FOLLOWING RULES CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS IN THE NY&C REWARDS PROGRAM.

1. General Information; Definition of Terms. The NY&C Rewards Program allows you to earn reward certificates on the amount you spend as described in Section 3 below, using your NY&C Rewards Credit Card account (your "Account"). These Program Rules contain the entire understanding between you and New York & Company regarding the Program. In these Rules, the terms "Cardholder," "you" and "your" mean the Account holder. The terms "Bank," "we," "our," "ours," and "us" mean Comenity Bank or its assignees. Other capitalized terms not specifically defined have the same meaning as in your NY&C Rewards Credit Card Agreement. The Program is not available to the extent it is prohibited by federal, state, or local law.

2. Eligibility. You will be automatically enrolled in the NY&C Rewards Program when you make your first purchase after the start of the NY&C Rewards Program with your NY&C Rewards Credit Card beginning July 1, 2010. To remain eligible to accumulate Points under the Program, your Account must be in Good Standing. "Good Standing" means your Account is open to new charges and is not (1) more than 60 days past due under the Account Agreement or (2) flagged as lost, stolen, or fraudulent according to Bank’s written or electronic records. Membership will be renewed automatically each year as long as your Account is in Good Standing, unless you notify us of cancellation. Notwithstanding anything to the contrary in these Program Rules, New York & Company reserves the right to approve, deny or revoke membership in the NY&C Rewards Program to any individual for any reason whatsoever. NY&C Rewards Black Credit Card members will be upgraded to Platinum status if they spend $400 or more in a calendar year. To maintain Platinum status, you must spend $400 with your NY&C Rewards Platinum Credit Card each calendar year.

3. Earning Points. You will earn one (1) Point for each $1.00 of Net New Purchases on your Account so long as it is in Good Standing. "Net New Purchases" means purchases of goods and/or services made by the Cardholder or any Authorized User of the Account at any New York & Company or New York & Company Outlet store location or through New York & Company’s online store at nyandcompany.com, minus any purchase returns, refunds or credit adjustments. Points will not be awarded for unauthorized charges. Points awarded for purchases that are returned or refunded or otherwise adjusted will be deducted from your Point total, and such deductions will be reflected in the next applicable billing statement. Points earned by a Cardholder may not be combined with Points earned by any other Cardholder for purposes of receiving a Reward. If you have accumulated 200 Points or more as of the end of your billing cycle, and your Account is Current, you will receive a Reward of $10 for every 200 Points accumulated. Platinum Card members will receive a Reward of $20 for every 200 Points accumulated. Your Reward is good toward the future purchase of merchandise from any New York & Company or New York & Company Outlet store location or through New York & Company’s online store at nyandcompany.com, as described in Section 4 below. Rewards may not be used for third-party purchases. Upon the issuance of a Reward, the Points used to generate the Reward will be deducted from your total Points balance. "Current" means your Account (1) is open to new charges, (2) is not delinquent or in default under the Account Agreement, (3) does not have a balance over the assigned credit line, and (4) is not flagged as lost, stolen, or fraudulent according to Bank’s written or electronic records. If your Account is not Current, your Points will continue to accumulate until the end of the billing period in which your Account is once again Current, at which time a Reward or Rewards, as the case may be, will be issued. Points are not earned on balance transfers, convenience checks, cash advances, unauthorized charges, third-party purchases, or on fees of any kind, such as finance charges, late payment fees, and cash advance fees. There is no maximum accumulation of Points earned on Net New Purchases per calendar year. Points are considered earned when they are posted to the redemption system. Points will be updated daily. However, Points may take up to ten (10) days to be posted following a qualifying purchase. New York & Company and Bank reserve the right to verify and adjust Points at any time prior to or following posting or redemption. Points will expire if your account is inactive (no purchases made) for 12 consecutive months. However, if you close your Account or if it is closed by Bank because you default on your Account Agreement, your Points will expire immediately and you will have no further rights under the Program. Points earned have no cash value, and cannot be purchased, sold or redeemed for cash, or otherwise transferred (including upon death or as part of a domestic relations settlement). Points may not be used as payment of any outstanding obligations to Bank or to New York & Company.

4. Rewards. You may use Rewards toward purchases made at any New York & Company or New York & Company Outlet store location or through New York & Company’s online store at nyandcompany.com. Purchases must be made with your NY&C Rewards Credit Card and are subject to credit approval. Rewards are non-transferable and must be presented at time of purchase. Rewards may be used only once. Rewards are not valid on previous purchases, third-party purchases, store closing sales, gift certificates or charitable donations. Rewards may not be used toward the purchase of gift cards. Rewards are not redeemable for cash, nor accepted as payment for any credit card account. Purchase amount should be greater than or equal to the value of the Rewards being redeemed. Lost, stolen or mutilated Rewards will not be replaced under any circumstances. Redeemed Rewards will not be refunded.

5. Governing Law. The NY&C Rewards Program is governed by New York law.

6. Tax Liability. Determination and payment of tax liability related to participation in the Program are the sole responsibility of the Cardholder.

7. Changes to the Program and the Program Rules. The NY&C Rewards Program is provided by New York & Company. New York & Company, at its sole discretion and at any time without notice, may add to, modify or eliminate any aspect of the Program or any provision of these Program Rules, including, without limitation, the Program administrator, the method of accumulating Points, the number of Points required for a Reward, the value of Points or Rewards, and the circumstances in which Rewards may be redeemed.

8. Cancellation; Termination. New York & Company may cancel your participation in the Program if you or any Authorized User commits fraud in connection with the Program or your Account, or otherwise violates these Program Rules. Cancellation in these circumstances will result in the immediate loss of all accrued Points; you will have no further rights under the Program. In addition, New York & Company may terminate the Program with at least 30 days’ advance written notice. Your Points will expire on the date indicated in the notice.

9. Inquiries about the Program. All inquiries regarding Points and Point redemption should be directed to Customer Service: 1.800.889.0494 (TDD/TTY 1-800-695-1788).

Comenity Bank 
PO Box 182273
Columbus, Ohio 43218-2273