EXECUTIVE AGREEMENT

Exhibit 10.2

EXECUTIVE AGREEMENT
(Michael W. Rayden)

      This is an Agreement between Tween Brands, Inc., a Delaware corporation (the “Corporation”), with its principal office located at 8323 Walton Parkway, New Albany, Ohio 43054, and Michael W. Rayden (the “Executive”), effective as of December 3, 2008.

Recitals :

     The Corporation considers the establishment and maintenance of a sound and vital management to be part of its overall corporate strategy and essential in protecting and enhancing the interests of the Corporation and its shareholders. As part of this corporate strategy, the Corporation wishes to act to retain its well-qualified executive officers notwithstanding any actual or threatened change in control of the Corporation.

     The Executive is a key executive officer of the Corporation and the Executive’s services, experience and knowledge of the affairs of the Corporation, and reputation and contacts in the industry are extremely valuable to the Corporation. The Executive’s continued dedication, availability, advice, and counsel to the Corporation are deemed important to the Corporation, its Board of Directors (the “Board”), and its shareholders. It is, therefore, in the best interests of the Corporation to secure the continued services of the Executive notwithstanding any actual or threatened change in control of the Corporation. Accordingly, the Board has approved this Agreement with the Executive and authorized its execution and delivery on behalf of the Corporation.

Agreement:

      1. Term of Agreement. This Agreement will begin on the date entered above and will irrevocably continue in effect for a three-year period from the effective date hereof. On third anniversary date of the effective date hereof, and on the anniversary date of each year thereafter (a “Renewal Date”), the term of this Agreement will be extended automatically for a period of one (1) year unless, not later than thirty (30) days prior to such Renewal Date, the Corporation gives written notice to the Executive that it has elected not to extend this Agreement, in which situation this Agreement shall terminate at the end of the three-year term then in progress. Notwithstanding the above, if a “Change in Control” (as defined herein) of the Corporation occurs during the term of this Agreement, the term of this Agreement will be for twenty-four (24) months beyond the end of the month in which any such Change in Control occurs.

      2. Definitions. The following defined terms shall have the meanings set forth below, for purposes of this Agreement:

          (a) Annual Award. “Annual Award” means the cash payment paid or payable to the Executive with respect to a fiscal year under the Corporation’s Incentive Compensation Performance Plan.

          (b) Base Annual Salary . “Base Annual Salary” means the greater of (1) the highest annual rate of base salary in effect for the Executive during the twelve (12) month period immediately prior to a Change in Control, or (2) the annual rate of base salary in effect at the time a Notice of Termination is given (or on the date employment is terminated if no Notice of Termination is required).

          (c) Cause. “Cause” means any of the following:

     (1) The Executive shall have (a) been convicted of a felony, or (b) committed an act of intentional gross misconduct, fraud, or gross neglect in connection with the Executive’s duties or in the course of the Executive’s employment with the Corporation or any Subsidiary, and the Board shall have determined that such act is materially harmful to the Corporation; or

     (2) The Executive shall have materially breached Section 12 of the Executive’s Employment Agreement with the Corporation.

          For purposes of this Agreement, no act or failure to act on the part of the Executive shall be deemed “intentional” if it was due primarily to an error in judgment or negligence, but shall be deemed “intentional” only if done or omitted to be done by the Executive not in good faith and without reasonable belief that the Executive’s action or omission was in the best interest of the Corporation. Notwithstanding the foregoing, the Executive shall not be deemed to have been terminated for “Cause” under this Agreement unless and until there shall have been delivered to the Executive a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters (3/4) of the Board at a meeting called and held for such purposes, after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel (if the Executive chooses to have counsel present at such meeting), to be heard before the Board, finding that, in the good faith opinion of the Board, the Executive had committed an act constituting “Cause” as defined in this Agreement and specifying the particulars of the act constituting “Cause” in detail. Nothing in this Agreement will limit the right of the Executive or the Executive’s beneficiaries to contest the validity or propriety of any such determination.

          (d) Change in Control. “Change in Control” means the occurrence of any of the following:

     (1) Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing twenty-five percent (25%) or more of the combined voting power of the Corporation’s then outstanding securities (a “25% Shareholder”) provided however, that the term 25% Shareholder shall not include any Person if such Person would not otherwise be a 25% Shareholder but for a reduction in the number of outstanding voting shares resulting from a stock repurchase program or other similar plan of the Corporation or from a

self-tender offer of the Corporation, which plan or tender offer commenced on or after the date hereof, provided, however, that the term “25% Shareholder” shall include such Person from and after the first date upon which (A) such Person, since the date of the commencement of such plan or tender offer, shall have acquired Beneficial Ownership of, in the aggregate, a number of voting shares of the Corporation equal to one percent (1%) or more of the voting shares of the Corporation then outstanding, and (B) such Person, together with all affiliates and associates of such Person, shall Beneficially Own twenty-five percent (25%) or more of the voting shares of the Corporation then outstanding. In calculating the percentage of the outstanding voting shares that are Beneficially Owned by a Person for purposes of this subsection (d)(1), voting shares that are Beneficially Owned by such Person shall be deemed outstanding, and voting shares that are not Beneficially Owned by such Person and that are subject to issuance upon the exercise or conversion of outstanding conversion rights, exchange rights, rights, warrants or options shall not be deemed outstanding. Notwithstanding the foregoing, if the Board of Directors of the Corporation determines in good faith that a Person that would otherwise be a 25% Shareholder pursuant to the foregoing provisions of this subsection (d)(1) has become such inadvertently, and such Person (a) promptly notifies the Board of Directors of such status and (b) as promptly as practicable thereafter, either divests of a sufficient number of voting shares so that such Person would no longer be a 25% Shareholder, or causes any other circumstance, such as the existence of an agreement respecting voting shares, to be eliminated such that such Person would no longer be a 25% Shareholder as defined pursuant to this subsection (d)(1), then such Person shall not be deemed to be a 25% Shareholder for any purposes of this Agreement. Any determination made by the Board of Directors of the Corporation as to whether any Person is or is not a 25% Shareholder shall be conclusive and binding; or

     (2) A change in composition of the Board of Directors of the Corporation occurring any time during a consecutive two-year period as a result of which fewer than a majority of the Board of Directors are Continuing Directors (for purposes of this section, the term “Continuing Director” means a director who was either (A) first elected or appointed as a Director prior to the date of this Agreement; or (B) subsequently elected or appointed as a director if such director was nominated or appointed by at least a majority of the then Continuing Directors); or

     (3) Any of the following occurs:

     (A) a merger or consolidation of the Corporation, other than a merger or consolidation in which the voting securities of the Corporation immediately prior to the merger or consolidation continue to represent (either by remaining outstanding or being converted into securities of the surviving entity) sixty percent (60%) or more of the combined voting power of the Corporation or surviving entity immediately after the merger or consolidation with another entity;

     (B) a sale, exchange, or other disposition (in a single transaction or a series of related transactions) of all or substantially all of the assets of the Corporation which shall include, without limitation, the sale of assets aggregating more than fifty percent (50%) of the assets of the Corporation on a consolidated basis;

     (C) a liquidation or dissolution of the Corporation;

     (D) a reorganization, reverse stock split, or recapitalization of the Corporation which would result in any of the foregoing; or

     (E) a transaction or series of related transactions having, directly or indirectly, the same effect as any of the foregoing.

          (e) Change Year. “Change Year” means the fiscal year in which a Change in Control occurs.

          (f) Disability. “Disability” means “Total Disability” as defined in the Tween Brands Long-term Disability Plan (effective August 1, 2007), or any amended or successor plan.

          (g) Employee Benefits . “Employee Benefits” means the perquisites, benefits, and service credit for benefits as provided under any and all employee retirement income and welfare benefit policies, plans, programs, or arrangements in which the Executive is entitled to participate, including without limitation any stock option, stock purchase, stock appreciation, savings, pension, supplemental executive retirement, or other retirement income or welfare benefit, deferred compensation, incentive compensation, group or other life, health, medical/hospital, or other insurance (whether funded by actual insurance or self-insured by the Corporation), disability, salary continuation, expense reimbursement, and other employee benefit policies, plans, programs, or arrangements that may now exist or any equivalent successor policies, plans, programs, or arrangements that may be adopted hereafter, providing perquisites, benefits, and service credit for benefits at least as great in a monetary equivalent as are payable thereunder prior to a Change in Control.

          (h) Employment Agreement. “Employment Agreement” means an executed employment agreement between the Corporation and the Executive.

          (i) Good Reason. “Good Reason” means the occurrence of any one or more of the following:

     (1) The assignment to the Executive after a Change in Control of the Corporation of duties which are a significant reduction in the duties, authority, responsibilities, and status of the Executive’s position at any time during the twelve (12) month period prior to such Change in Control;

     (2) A reduction by the Corporation in the Executive’s Base Annual Salary in effect immediately prior to a Change in Control of the Corporation, or the failure to

grant salary increases and bonus payments on a basis comparable to those granted to other executives of the Corporation, or a reduction of the Executive’s most recent highest incentive bonus potential prior to such Change in Control under the Corporation’s Incentive Compensation Performance Plan, Long-Term Incentive Compensation Performance Plan, or similar plans;

     (3) A demand by the Corporation that the Executive relocate to a location in excess of fifty (50) miles from the location where the Executive is currently based, or in the event of any such relocation with the Executive’s express written consent, the failure of the Corporation or a Subsidiary to pay (or reimburse the Executive for) all reasonable moving expenses incurred by the Executive relating to a change of principal residence in connection with such relocation and to indemnify the Executive against any loss in the sale of the Executive’s principal residence in connection with any such change of residence, all to the effect that the Executive shall incur no loss on an after tax basis;

     (4) The failure of the Corporation to abide by this Agreement or to obtain a satisfactory agreement from any successor to the Corporation to assume and agree to perform this Agreement, as contemplated in Section 14 of this Agreement;

     (5) The failure of the Corporation to provide the Executive with substantially the same Employee Benefits that were provided to him immediately prior to the Change in Control, or with a package of Employee Benefits that, though one or more of such benefits may vary from those in effect immediately prior to such Change in Control, is substantially comparable in all material respects to such Employee Benefits taken as a whole; or

     (6) Any significant reduction in the Executive’s compensation or benefits or adverse change in the Executive’s location or duties, if such significant reduction or adverse change occurs at any time after the commencement of any discussion with a third party relating to a possible Change in Control of the Corporation involving such third party, if such reduction or adverse change is in contemplation of such possible Change in Control and such Change in Control is actually consummated within twelve (12) months after the date of such significant reduction or adverse change.

               The existence of Good Reason shall not be affected by the Executive’s incapacity due to physical or mental illness. The Executive’s continued employment shall not constitute a waiver of the Executive’s rights with respect to any circumstance constituting Good Reason under this Agreement. The Executive’s determination of Good Reason shall be conclusive and binding upon the parties to this Agreement provided such determination has been made in good faith.

          (j) Highest Incentive Compensation. “ Highest Incentive Compensation” means the greater of the Executive’s Potential Annual Award for the Executive’s Incentive Group for (a) the Termination Year or (b) the average of the actual Annual Awards for the three years prior to the Termination Year.

          (k) Incentive Compensation Performance Plan. “Incentive Compensation Performance Plan” means the Corporation’s 2004 Incentive Compensation Performance Plan in effect as of the effective date of this Agreement, as well as any amended, successor or similar plan or plans.

          (l) Incentive Group. “Incentive Group” means the group or category, if any, into which an Executive is placed pursuant to the Corporation’s Incentive Compensation Performance Plan.

          (m) Long-Term Incentive Compensation Performance Plans “Long-Term Incentive Compensation Performance Plans” means the Corporation’s 1999 Stock Option and Performance Incentive Plan and 2005 Stock Option and Performance Incentive Plan in effect as of the effective date of this Agreement, as well as any amended, similar or successor, plan or plans.

          (n) Notice of Termination. “Notice of Termination” means a written notice indicating the specific termination provision in this Agreement relied upon and setting forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the employment under the provision so indicated.

          (o) Potential Annual Award. “Potential Annual Award” means the Annual Award the Executive could receive according to his Incentive Group pursuant to the Corporation’s Incentive Compensation Performance Plan assuming that (1) the Corporation met the par target (100%) criteria for the Corporation’s Incentive Compensation Performance Plan for a particular fiscal period or year (whether or not such target performance criteria was or could be met); (2) there are no adjustments for business unit or individual performance; and (3) the Executive’s Base Annual Salary is used to determine the Potential Annual Award.

          (p) Pro-Rated Bonus Amount. “Pro-Rated Bonus Amount” means any accrued but unpaid bonus for a completed bonus period, plus a pro-rated portion of the greater of (i) the average of the Executive’s semi-annual bonus for the previous two similar seasons or (ii) the Executive’s par target (100%) criteria semi-annual bonus for the current semi-annual season calculated as of the Change in Control date. In the case of a semi-annual bonus, the portion shall be the amount of semi-annual bonus paid or payable to the Executive with respect to the bonus period in which the Change in Control occurs, assuming the greater of criteria (i) or (ii) applied, pro-rated by multiplying such amount by a fraction, the numerator of which is the number of days during the bonus period in which the Change in Control occurs prior to the occurrence of the Change in Control, and the denominator of which shall be one hundred eighty-two and one-half (182-1/2).

          (q) Performance Criteria . “Performance Criteria” means the performance-based criteria as referenced in the Corporation’s Incentive Compensation Performance Plan.

          (r) Severance Benefits . “Severance Benefits” means the benefits described in Section 4 of this Agreement, as adjusted by the applicable provisions of Section 5 of this Agreement.

          (s) Subsidiary. “Subsidiary” means any corporation or other entity, a majority of the voting control of which is directly or indirectly owned or controlled at the time by the Corporation.

          (t) Termination Year. “Termination Year” means the year of termination of the Executive.

          (u) Window Period. “Window Period” means the period of time after a Change in Control in which Executive can terminate the Executive’s employment with the Corporation with or without Good Reason and receive Severance Benefits. The Window Period begins on the one year anniversary date of a Change in Control and lasts for thirty (30) days.

      3. Eligibility for Severance Benefits. The Corporation or its successor shall pay or provide to the Executive the Severance Benefits if the Executive’s employment is terminated during the term of this Agreement, either:

          (a) by the Corporation (1) at any time six (6) months prior to a Change in Control if such termination was in contemplation of such Change in Control and was done to avoid the effects of this Agreement or, (2) within twenty-four (24) months after a Change in Control of the Corporation, unless in either (1) or (2) the termination is on account of the Executive’s death or Disability or for Cause, provided that, in the case of a termination on account of the Executive’s Disability or for Cause, the Corporation shall give Notice of Termination to the Executive with respect thereto; or

          (b) by the Executive for Good Reason at any time within twenty-four (24) months after a Change in Control of the Corporation provided that