FIFTH AMENDMENT TO AMENDED AND RESTATED PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

This Fifth Amendment to Amended and Restated Private Label Credit Card Program Agreement ("Fifth Amendment") is entered into as of November 1, 2008 (the "Effective Date") by and among Stage Stores, Inc., a Nevada corporation ("Stage Stores"), Specialty Retailers, Inc., a Texas corporation ("Specialty"), with their principal offices at 10201 Main Street, Houston, Texas 77025 (Stage Stores and Specialty hereinafter being referred to collectively as "Stage"), and World Financial Network National Bank, a national banking association with its principal offices at 3100 Easton Square Place, Columbus, OH 43219 ("Bank").  Stage Stores, Specialty, and Bank are collectively referred to in this Fifth Amendment as the "Parties".

WHEREAS, Stage and Bank entered into an Amended and Restated Private Label Credit Card Program Agreement dated as of March 5, 2004, as amended (the "Agreement") pursuant to which Bank issues private label credit cards which allows Customers of Stage to purchase goods and/or services from Stage; and

WHEREAS, Bank and Stage now desire to amend the Agreement to amend the Marketing Fund and Discount Rate provisions for the Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties hereto agree as follows:

“2.5      Marketing .

(a)       Stage agrees to advertise and actively promote the Plan wherever Customers can purchase Goods and Services, including, without limitation, across the range of marketing promotions set forth in Schedule 2.5(a) to this Agreement.  Once Stage and Bank agree upon standards for the use of Bank's name or any trademark, service mark or trade name of Bank or Stage’s Name Rights (as defined in Section 2.10), neither party will deviate from such standards without the express prior written approval of the other party or as provided for in Section 2.10.

(b)       (1)         Beginning with the Plan Year that begins October 1, 2008, each Plan Year Bank shall provide an amount equal to six-tenths of one percent (0.60%) multiplied by the Net Sales on all Accounts for the prior Plan Year, which amount may be increased under Section 2.1 (e).  All of such funds shall be referred to herein as the “Marketing Fund”, and any and all marketing and promotion expenses incurred by Stage in connection with promoting or otherwise encouraging the use of the Accounts including, but not limited to, the “Eligible Expenses” described in Schedule 2.5 (b) (1) to this Agreement shall be eligible for reimbursement under the Marketing Fund.  Stage agrees that all reimbursable expenses shall be for actual expenses incurred by Stage and shall be at market rates for the applicable expense.

If the Marketing Fund is not used in a Plan Year, then such funds will not roll over to the next Plan Year and shall not have any cash value.  Stage shall pay the expenses directly as incurred.  On a monthly basis, Stage shall send Bank an invoice for the aggregate amount of reimbursable expenses, together with copies of supporting documentation reasonably satisfactory to Bank, and Bank shall reimburse Stage within thirty (30) days of receipt of the invoice until Bank’s maximum contribution amount for the applicable Plan Year has been met.

(2)         Stage shall also contribute an amount equal to the amounts contributed by Bank per (b) (1) above, in the same period, in support of and/or in addition to the marketing promotions outlined in the table set forth in Schedule 2.5(b)(1), including postage.  From time to time, Stage shall provide Bank with a summary of how such amounts were spent.

(c)       In the last Plan Year of the Initial or any Renewal Term, Bank’s Marketing Fund contributions for such Plan Year shall be limited as follows: the Marketing Fund must be utilized in the first six (6) months of the last Plan Year, may not be used for promotion of new Accounts, and Stage must also contribute toward marketing of the Plan (however Stage’s contributions shall not be required to exclude promotion of new Accounts) an amount equal to the amount of the Marketing Fund contributed by Bank during the same six (6) month period; provided, however, that in the event the parties agree at any time during the last Plan Year to renew the Term for more than one year, then, unless otherwise agreed by the Parties in writing, at such time the restrictions set forth in this Section 2.5(c) shall be lifted, and the Marketing Fund shall be determined pursuant to Section 2.5(b).

(d)       Bank will not initiate any marketing incentive programs directed at Stage’s employees without Stage’s prior written approval, which approval may be withheld, conditioned or delayed at Stage’s sole discretion.”

IN WITNESS WHEREOF, the Parties have caused this Fifth Amendment to be executed by their duly authorized officers as of the Effective Date.

The following Discount Rate for Regular Revolving Purchases shall be applied to all Accounts except for Peebles Accounts, until the conditions set forth in Section B below are met, at which time the Discount Rate set forth in this Section A shall apply to all Accounts.

1.   Base Discount Rate .

The Discount Rate shall be the Base Discount Rate, subject to adjustments as described in Section (A) (2) and the Rebate Funds described in Section (A) (3).

The Base Discount Rate shall be equal to 0 basis points (0 bps).

2.   Adjustments to Base Discount Rate

(a)       Bank shall, at the end of each Plan quarter, calculate the Net Portfolio Yield. Subject to Sections A (2) (b) and (c) below: (i) if the Net Portfolio Yield is between 10.0% and 11.0% (the “Net Portfolio Yield Range”), then the Discount Rate for the next quarter shall be equal to the Base Discount Rate; and (ii) if the Net Portfolio Yield is less than 10.0% or greater than 11.0%, then Bank shall calculate the new Discount Rate by adding to or subtracting from the Base Discount Rate the amount of the Discount Rate Adjustor.

(b)