SEVENTH AMENDMENT TO CREDIT CARD PROGRAM AGREEMENT

“Net Write-Off Ratio” means, with respect to any period, (i) Net Write-Offs (as defined below) during such period divided by (ii) Net Credit Sales during such period.

“Next Gen” means an individual consumer’s (including Cardholders) credit score based upon that consumer’s overall credit performance and history as provided by the three major credit bureaus (Equifax-Pinnacle, Experian-Experian/Fair Isaac Advanced Risk Score and TransUnion-Precision).

“RAM Measurement Period” means the period from (and including) [***] through [***].

“Reference Period” means with respect to any interim annual payment required pursuant to Section 9.1 (a)(vii) or (viiI), the period from (and including) [***] preceding the due date for the Year-End Settlement Sheet on which such payment will be reflected.

“Risk Adjusted Margin” means, with respect to the RAM Measurement Period (or in the case of any interim payment pursuant to Section 9.1 (a) (vii), the relevant Reference Period), the percentage equivalent of a fraction equal to (A) (i) Gross Financing Income for such period, minus (ii) Net Write-Offs for such period, minus (iii) Funding Costs for such period, plus (iv) the total of all amounts paid by NMG pursuant to Section 9.1(a)(viii) at any time during such period divided by (B) the Average Gross Receivables for such period.”

“Rolling 12 Net Write-Off Ratio” means, with respect to any calendar month, the Net Write-Off Ratio for the period of 12 consecutive calendar months ending on and including the month immediately preceding such calendar month.

“Shared Write-Off Amount” means, with respect to the RAM Measurement Period (or in the case of any interim payment pursuant to Section 9.1 (a)(viii), the relevant Reference Period), the amount by which Net Write-Offs for such period exceed [***] of Net Credit Sales up to and including [***] of Net Credit Sales for such period (it being understood for the avoidance of doubt that if the Net Write-Off Ratio for such period is less than or equal to [***], then the Shared Write-Off Amount shall be zero, and that the Shared Write-Off Amount cannot exceed an amount equal to [***] of Net Credit Sales).

“Variable Break-Even Margin” means (i) Gross Financing Income (defined below) plus (ii) the amounts paid by NMG pursuant to Section 9.1 (a) (viii) minus (iii) Funding Costs (defined below) minus (iv) Net Write-Offs (defined below) minus (v) the Total of All Amounts Bank Paid to NMG (defined below) minus (vi) Marketing Expenses (defined below) minus (vii) Fraud Loss (defined below) minus (viii) Standard Variable Operating Expenses (defined below).  As used to determine Variable Break-Even Margin, the following terms shall have the following meanings:

(1) “Gross Financing Income” means, with respect to any period, an amount equal to the sum of assessed or accrued finance charges, late fees, NSF fees and any other interest or fees payable under the Program and any amounts paid by NMG to Bank pursuant to Section 4.10 or 4.11 during such period less the sum of finance charge waivers, fee waivers, the amount required under GAAP to be amortized by Bank as deferral amortization pursuant to Financial Accounting Standard No. 91 during such period and any amounts paid by Bank to NMG pursuant to Section 4.10 or 4,11 during such period. Fees from Approved Ancillary Products are not included as part of Gross Financing Income.

(ii) “Funding Costs” means for each calendar month during any period, the product of (A) business daily average of one month LIBOR as published by Bloomberg Financial Markets plus [***], times (B) the average of [***] of the Gross Receivables for each day during such calendar month.

(iii) “Net Write-Offs” means, with respect to Accounts that have been written off in a particular period in accordance with the credit and collection policies contained in. the’ Risk Management Policies, (a) the portion of the total Gross Receivables charged-off as uncollectible to the written-off Accounts in accordance with such credit and collection policies (and not as a result of fraud losses) during such period minus (b) any recoveries, including sales tax recoveries, received during such period on previously written-

off Accounts.

(iv) “Total of All Amounts Bank Paid to NMG” means the amounts paid by Bank pursuant to Section .9.1 (a)(i) and Section  and Section 9.1(a)(vii) (A).

(v) “Fraud Loss” means, during any period, actual fraud loss incurred by Bank during such period net of chargebacks to NMG during such period.

(vi) “Marketing Expense” means, during any period, actual marketing expenses incurred by Bank or reimbursements made by Bank to NMG of marketing expenses incurred by NMG during such period, in each case that satisfy the marketing commitments set forth in Schedule 5.2 of the Program Agreement.

(vii) “Standard Variable Operating Expenses” means (A) for the period of [***], [***] multiplied by the Average Number of Active Accounts during such period, (B) for the period of [***], [***] multiplied by the Average Number of Active Accounts during such period, (C) for the period of [***], [***] multiplied by the Average Number of Active Accounts during such period, and (D) for the RAM Measurement Period, the sum of the amounts calculated in accordance with the foregoing clauses (A) - (C).  In the event that any additional Services are assumed by the Bank under Schedule 9.1(a)(i), the parties shall negotiate in good faith to determine an appropriate amendment to the foregoing amounts to appropriately take such additional Services into account.

2.                                        Section 3.2(g) of the Agreement is amended by adding the following clause (v) as an additional “Bank Matter” at the end thereof:

“(v) if at any time during the Term, the Rolling 12 Net Write-Off Ratio is greater than [***] but equal to or less than [***] for [***] consecutive calendar months, for so long as the Rolling 12 Net Write-Off Ratio remains greater than [***] but equal to or less than [***], changes to Risk Management Policies that are designed to reduce the Net Write- Off Ratio, provided that such changes:

(A) will not affect a group of Accounts for which the historic ratio of (1) Net Credit Sales lost to (2) Net Write-Offs reduced in respect of each ten (10) point Next Gen score band (e.g. 600-609) is greater than [***] (as set forth in the report provided by HSBC to NMG).  Such report shall be provided to NMG at least 30 days in advance of making any such changes and shall demonstrate the most recent rolling 3 month authorization after 12 months on book (Example attached as Exhibit B) for each such group of Accounts.  Bank may blend groups of Accounts in adjacent ten (10) point Next Gen score bands together (e.g. 600-609 and 590-599) so long as (x) the ratio of Net Credit Sales lost to Net Write-Offs reduced for the group at Accounts in the highest ten (10) point Next Gen score band (e.g., 600-609 would be higher than 590-599) of the groups to be blended does not exceed [***] and (y) the total blended rate of Net Credit Sales lost to Net Write Offs reduced does not exceed [***] for the combined groups.  Notwithstanding the foregoing, Bank may implement changes to Risk Management Policies in respect of a subgroup of Accounts within an individual ten (10) point Next Gen score band whose Net Write Off ratio is greater than [***], if, by utilizing other risk attributes that historically correlate (consistent with Bank’s past practice) to the likelihood of Net Write Offs, such subgroup of Accounts within such ten (10) point Next Gen score band has a Net Write Off ratio of less than [***], as set forth in the report provided by HSBC to NMG (Example attached as Exhibit C).

(8) (i) will not result in the closure of Accounts that are current or one payment delinquent (currently known as “X days”), unless NMG otherwise agrees;

(ii) will not decrease credit lines on Active Accounts below the current balance or [***], whichever is higher; and

(iii) will not decrease credit lines on Inactive Accounts below [***]; and

(C) will not be made to any Account segment without NMG’s prior approval if Bank has previously implemented a change in any Risk Management Policy in respect of such Account segment within the prior 3 months.”

3.                                        Section 3.2(g) of the Agreement is amended by adding the following clause (vi) as an additional “Bank Matter” at the end thereof:

“(vi) if at any time during the Term, the Rolling 12 Net Write-Off Ratio is greater than [***] for [***] consecutive calendar months, for so long as the Rolling 12 Net Write-Off Ratio remains greater than [***], changes to Risk Management Policies that are designed to reduce the Net Write-Off Ratio, provided that such changes will not affect a group of Accounts for which the historic ratio of (1). Net Credit Sales lost to (2) Net Write-Offs reduced in respect of each ten (10) point Next Gen score band (e.g. 600-609) is greater than [***] (as set forth in the report provided by HSBC to NMG).  Such report shall be provided to NMG at least 30 days in advance of making any such changes and shall demonstrate the most recent rolling 3 month authorization after 12 months on book (Example attached as Exhibit 8) for each such group of Accounts.  Bank may blend groups of Accounts in adjacent ten (10) point Next Gen score bands together (e,g, 600-609 and 590-599) so long as (x) the ratio of Net Credit Sales lost to Net Write-Offs reduced for the group of Accounts in the highest ten (10) point Next Gen score band (e,g., 600-609 would be higher than 590-599) of the groups to be blended does not exceed [***] and (y) the total blended rate of Net Credit Sales lost to Net Write Offs reduced does not exceed [***] for the combined groups. Notwithstanding the foregoing,  Bank may implement changes to Risk Management Policies in respect of a subgroup of Accounts within an individual ten (10) point Next Gen score band whose Net Write Off ratio is greater than [***], if, by utilizing other risk attributes that historically correlate (consistent with Bank’s past practice) to the likelihood of Net Write Offs, such subgroup of Accounts within such ten (10) point Next Gen score band has a Net Write Off ratio of less than [***], as set forth in the report provided by HSBC to NMG (Example attached as Exhibit C).”

4.                                        The following shall be added as a new Section 3.4 of the Agreement:

“Section 3.4.  Consideration of Change of Terms .  The Management Committee will consider implementing an additional change of terms during calendar year 2008, with the goal of creating an additional [***] in annual pre-tax profit improvement for the Program, net of all associated expenses. Notwithstanding anything to the contrary in this Article Ill, and excluding any change in terms that may be necessary pursuant to Applicable Law (which shall continue to be governed by Section 3.2(g)(ii) of this Agreement), unless all members of the Management Committee approve such additional calendar year 2008 change of terms, including the terms of implementation there