Retail

AMENDED AND RESTATED PROGRAM AGREEMENT

     AMENDED AND RESTATED PROGRAM AGREEMENT, dated as of July 15, 2003 (this Agreement), effective as of the Effective Date, by and among Sears, Roebuck and Co., a New York corporation (Sears), Sears Intellectual Property Management Company, a Delaware corporation and wholly-owned subsidiary of Sears (Sears IP Sub), and Citibank (USA) N.A., a national banking association (Purchaser).

RECITALS

     WHEREAS, Sears is, among other things, (i) engaged in the business of selling merchandise and services through retail stores, catalogs and by other means; and (ii) directly and indirectly through certain of its subsidiaries engaged in the credit card business;

     WHEREAS, Citicorp, Sears and certain affiliates of Sears have entered into the Purchase, Sale and Servicing Transfer Agreement, dated as of even date hereof (the Purchase Agreement), pursuant to which Citicorp has agreed to acquire from Sears and its Subsidiaries, and Sears and its Subsidiaries have agreed to sell to Citicorp, certain assets and liabilities associated with Sears existing credit card and financial products business, on the terms and subject to the conditions of the Purchase Agreement;

     WHEREAS, the execution of this Agreement is a condition to the consummation of the transactions contemplated by the Purchase Agreement;

     WHEREAS, each of Sears and Purchaser desires to enter into a relationship for, among other things, the issuance of Sears proprietary cards and general purpose credit cards, the issuance of existing credit and financial and new credit and financial products to be developed with Purchaser, the processing and servicing of the related accounts and the conduct of related marketing activities, and amounts payable hereunder are attributable to such relationship;

     WHEREAS, contemporaneously with the execution and delivery of this Agreement, Sears and Purchaser are entering into a merchant agreement, which contains terms relating to authorizations, settlement procedures, merchandise returns, chargebacks and other operating procedures with respect to the program established hereunder, on the terms and subject to the conditions set forth in such merchant agreement;

     WHEREAS, contemporaneously with the execution and delivery of this Agreement, Sears, one of its subsidiaries and Purchaser are entering into a licensing agreement pursuant to which Purchaser will receive a license to use certain Sears trademarks on credit cards and financial products in connection with the program established hereunder, on the terms and subject to the conditions set forth in such licensing agreement; and

     WHEREAS, the parties entered into this Agreement as of July 15, 2003 and agreed to amend and restate this Agreement in its entirety as of November 3, 2003.

     NOW, THEREFORE, in consideration of the premises and mutual covenants hereinafter set forth, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

     1.1 Definitions.

     Account means any account under which a purchase, cash advance, convenience check or balance transfer transaction may be or has been made by or to a Person (or any Person authorized by such Person) pursuant to an Account Agreement established by Purchaser in accordance with this Agreement or any account that is an Acquired Account, and includes (i) all of the Account Documentation related to the account; and (ii) any and all other rights, remedies, benefits, interests and titles, whether legal or equitable, to which Purchaser may now or at any time hereafter be entitled in respect of the foregoing.

     Account Agreement means an account agreement (including related disclosures) between the Purchaser (including an assignee of Sears or an Affiliate of Sears under the Purchase Agreement) and a Cardholder governing the terms and conditions of an Account, as such agreement may be amended, modified or otherwise changed from time to time (including pursuant to change of terms notices).

     Account Application means a credit application submitted in order to establish an Account.

     Account Documentation means any and all documentation relating to an Account, however stored or kept, including Account Applications, Account Agreements, charge slips, related billing statements, card carriers and statement envelopes, and any other written or electronic documentation relating to a specific Account (other than Credit Policy or Financial Services Policy).

     Accounts Receivable means all amounts owing on an Account, including principal balances from outstanding purchases, balance transfers, convenience checks, cash advances, accrued finance charges (whether billed or unbilled), late charges and any other charges and fees assessed on the Account, less any payments and credits received in respect of the Account as of the close of business on any Business Day.

     Acquired Account means a Sears Credit Card account in existence as of the Effective Date and acquired by Purchaser under the Purchase Agreement.

     Additional Products has the meaning set forth in Section 4.5.

     Affiliate of any Person means any other Person that directly or indirectly controls, is controlled by or is under common control with, such Person. The

-2-

term control (including its correlative meanings controlled by and under common control with) means possession, directly or indirectly, of the power to direct or cause the direction of management or policies (whether through ownership of securities, partnership or other ownership interests, by contract or otherwise); provided, that neither Sears Canada nor Sears Mexico shall be considered an Affiliate of Sears for purposes of this Agreement.

     Affinity Patents has the meaning assigned to such term in Section 4.24(d)(1) of the Seller Disclosure Schedule to the Purchase Agreement.

     Agreement has the meaning set forth in the preamble hereto.

     Attributable Assets has the meaning set forth in Section 8.6(a).

     Bankruptcy Event means, with respect to any Person, the occurrence or existence of any of the following events or conditions: such Person (i) becomes insolvent or fails, is unable or admits in writing its inability to generally to pay its debts as they become due; (ii) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (iii) institutes or has instituted against it an insolvency or bankruptcy case or proceeding or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors rights or a petition is presented, filed or commenced for its winding up or liquidation and any such case, proceeding or petition instituted or presented against it (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding up or liquidation or (B) is not dismissed or discharged in each case within 60 days of the institution or presentation thereof; (iv) has a resolution passed for its winding-up or liquidation or for the presentation, filing or commencement of any petition, case or proceeding described in clauses (i) to (iii) above; (v) seeks or becomes subject to the appointment of an administrator, receiver, conservator, trustee, custodian or other similar official for it or for all or substantially all its assets (regardless of how brief such appointment may be, or whether any obligations are promptly assumed by another entity or whether any other event described in this clause (v) has occurred and is continuing); (vi) any event occurs with respect to it that, under the applicable Law of any jurisdiction, has an analogous effect to any of the events specified in clauses (i) through (v) above; or (vii) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts or events specified in clauses (i) through (vi) above.

     Business Day means any day other than a Saturday, Sunday or a day on which banking institutions in Illinois, New York or South Dakota are authorized or obligated by law or executive order to be closed.

     Business Plan has the meaning set forth in Section 4.1.

     Card Association means MasterCard International, Inc. or any successor thereto as of the date hereof, and, in the case of any Additional Products, any other applicable card association (e.g., Visa International Inc. or Visa U.S.A. Inc.).

     Cardholder means the authorized holder of a Sears Credit Card.


169358

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

THIS PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT is made as of this 21^st day of May, 2003 (the "Effective Date"), by and between STAGE STORES, INC., a Nevada corporation ("Stores"), with its principal office at 10201 Main Street, Houston, Texas 77025, SPECIALTY RETAILERS (TX) LP, a Texas limited partnership ("Specialty"), with its principal office at 10201 Main Street, Houston, Texas 77025, (with Stores hereinafter collectively referred to as "Stage"), and WORLD FINANCIAL NETWORK NATIONAL BANK, with its principal office at 800 Tech Center Drive, Gahanna, Ohio 43230 ("Bank").

WHEREAS, Stage has requested Bank to extend credit to qualifying individuals in the form of private label open-ended credit card accounts for the purchase of Goods and Services from Stage and Stage's Stores and to issue Credit Cards to such individuals; and

WHEREAS, subject to the terms of the Purchase Agreement (defined in Section 1.1 below), Bank shall purchase those certain private label credit card accounts under the names of Stage, Bealls and Palais Royal and the receivables related thereto owned by Stage and their affiliates (the "Existing Accounts"); and

WHEREAS, Bank shall own all Existing Accounts and future accounts, and Cardholder payments will be sent to such location as Bank shall from time to time direct; and

WHEREAS, Bank has agreed to extend credit under Existing Accounts and to Customers, subject to the terms and conditions as more fully 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, Stage and Bank agree as follows.

1.1 Certain Definitions. As used herein and unless otherwise required by the context, the following terms shall have the following respective meanings.

CREDIT CARD PROGRAM AGREEMENT

This Credit Card Program Agreement ("Agreement") is made and entered into as of the 30th day of January, 2003, by and between Household Bank (SB), N.A. (herein "Household"), with its principal place of business at 1111 Town Center Drive, Las Vegas, NV 89144 and Gottschalks Inc., a Delaware corporation (herein "Merchant"), with its principal place of business at 7 River Park Place East, Fresno, California 93720. In consideration of the mutual promises, covenants, and agreements set forth below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Merchant and Household agree as follows:

In addition to the words and phrases defined above, the following words and phrases shall have the following meanings:

"Account" means a private label revolving credit card account established by or assigned to Household for the Cardholder to be used by the Cardholder to finance the purchase of Goods from Merchant pursuant to the terms of the Cardholder Agreement and specifically excludes debit card accounts and gift card accounts.

"Affiliate" means, with respect to Household and Merchant, respectively, any entity that is owned, controlled by, owns, controls, or is under common control with, Household or Merchant respectively. For purposes of this definition, "control" of any entity shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through ownership of voting securities, by contract, or otherwise.

"Amortization Period" means the period from and including the Closing Date to, but excluding, the fifth (5^th) anniversary of the Closing Date, as such period may be adjusted from time to time by Agreement between the parties.

"Applicable Law" means collectively or individually any applicable law, rule, regulation or judicial, governmental or administrative order, decree, ruling, opinion or interpretation.

"APR" means annual percentage rate.

"Arbitrator" has the meaning given to it in Section 12.23.

"Authorization" means permission from Household to make a Card Sale.

"Authorization Center" means the facility designated by Household as the facility to provide authorization to Merchant to make Card Sales.

"Base LIBOR" means 1.56%.

"Business Day" means any day except Saturday or Sunday or a day on which banks are closed in the State of Nevada.

"Card" means a private label credit card issued for the Program.

"Cardholder" means (i) the person in whose name an Account is opened, and (ii) any other authorized users of the Account and Card.

"Cardholder Agreement" means as to any Account, the related agreement between the Cardholder and Household, governing the terms and conditions of such Account, as such agreement may be amended from time to time by Household.

"Cardholder Information" means information of a Cardholder that Household is permitted under the GLBA Privacy Law to share with a participant in a private label credit card program.

"Cardholder List" means any list (whether in hard copy, in magnetic tape format or other form) identifying Cardholders, including any list of the names, addresses or telephone numbers.

"Card Sale" means any sale of Goods by Merchant to a Cardholder that is charged to an Account and that is subject to a Cardholder Agreement and this Agreement.

"Chargeback" means the return to Merchant and reimbursement to Household of a Card Sale for which Merchant was previously paid pursuant to Section 7.

"Closing Date" shall have the meaning assigned to it in the Purchase and Sale Agreement.

"Conversion Date" shall have the meaning assigned to it in the Interim Servicing Agreement.

"Credit Slip" means evidence of a credit in a paper or electronic form for Goods purchased from Merchant.

"Dispute" means any dispute, controversy or claim arising out of or relating to this Agreement, whether based on contract, tort, statute or other legal or equitable theory (including without limitation, any claim of fraud, misrepresentation or fraudulent inducement or any question of validity or effect of this Agreement including this clause) or the breach or termination thereof.

"Effective Date" means January 31, 2003, or the date on which Household commences providing services and extending credit to Cardholders whose Accounts Household acquired from Merchant or Merchant's Affiliate.

"Fee Letter" has the meaning given to it in Section 3.3.

                                                               EXECUTION VERSION





                     CONSUMER CREDIT CARD PROGRAM AGREEMENT
                                 By and Between
                            CIRCUIT CITY STORES, INC.
                                       And
                            BANK ONE, DELAWARE, N.A.
                                   Dated as of
                                January 16, 2004





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                           . . .

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

BATH & BODY WORKS, INC.

AND

TRI-STATE FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

VICTORIA'S SECRET DIRECT, LLC

AND

FAR WEST FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

VICTORIA'S SECRET STORES, INC.

AND

LONE MOUNTAIN FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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         PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

LERNER NEW YORK, INC.

AND

NEVADA RECEIVABLE FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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        PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

EXPRESS, LLC

AND

RETAIL FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

THE LIMITED STORES, INC.

AND

AMERICAN RECEIVABLE FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

STRUCTURE, INC.

AND

MOUNTAIN FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

BETWEEN

WORLD FINANCIAL NETWORK NATIONAL BANK

AND

HENRI BENDEL, INC.

AND

WESTERN FACTORING, INC.

DATED AS OF AUGUST 29, 2002

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                          CREDIT CARD PROGRAM AGREEMENT

                                  BY AND AMONG

                       FEDERATED DEPARTMENT STORES, INC.,

                                    FDS BANK,

                                FACS GROUP, INC.,

                                       AND

                                 CITIBANK, N.A.

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<S>                                                                                                                   . . .

                          CREDIT CARD PROGRAM AGREEMENT

                                  BY AND AMONG

                       FEDERATED DEPARTMENT STORES, INC.,

                                    FDS BANK,

                                FACS GROUP, INC.,

                                       AND

                                 CITIBANK, N.A.

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                               TABLE OF CONTENTS

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PROGRAM AGREEMENT

among

SAKS INCORPORATED

MCRAE?S, INC.

and

HOUSEHOLD BANK (SB), N.A.

Dated as of April 15, 2003

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Page

ARTICLE I

DEFINITIONS AND INTERPRETATION

1

Section 1.01.

Defined Terms

1

Section 1.02.

Certain Interpretive Matters

                          CREDIT CARD PROGRAM AGREEMENT

                                     BETWEEN

                            THE BON-TON STORES, INC.

                                       AND

                             HSBC BANK NEVADA, N.A.

                            DATED AS OF JUNE 20, 2005

                                       1
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ARTICLE 1 - DEFINITIONS......................... . . .

CREDIT CARD PROGRAM AGREEMENT, DATED AS OF JUNE 20, 2005

                                                                    Exhibit 10.3

                          CREDIT CARD PROGRAM AGREEMENT

                                     BETWEEN

                            THE BON-TON STORES, INC .

                                       AND

                             HSBC BANK NEVADA, N.A.

                            DATED AS OF JUNE 20, 2005

                                       1

                                TABLE OF CONTENTS

                                                                                                         
ARTICLE 1 - DEFINITIONS.................................................................................     5
         Section 1.1 Definitions........................................................................     5

WITNESSED

By: /s/ Asin Majeed                         By: /s/ Daniel L. Montenaro
   ____________________________________        _________________________________

Name: Asin Majeed                           Name: Daniel L. Montenaro
     ______________________________              _______________________________

Title: Executive Vice President             Title: Counsel
      ______________________________              ______________________________

THE BON-TON STORES, INC .                    ATTESTED OR WITNESSED

By: /s/ H. Todd Dissinger                   By: /s/ Keith E. Plowman
   _________________________________           ________________________________

Print Name: H. Todd Dissinger               Name: Keith E. Plowman
           _________________________             _______________________________

Title: Vice President 

By: /s/ Keith E. Plowman
   _________________________________           ________________________________

Print Name: H. Todd Dissinger               Name: Keith E. Plowman
           _________________________             _______________________________

Title: Vice President and Treasurer         Title: SVP and CFO
      ______________________________              ___________________________

The Bon-Ton Stores, Inc .'s Federal Tax ID #: 23-2835229
                                            ___________________________

                                       39

BEEN SEPARATELY SUBMITTED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
IS MARKED [***] HEREIN.

                   PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

                                     BETWEEN

                      WORLD FINANCIAL NETWORK NATIONAL BANK

                                       AND

                                  SPIEGEL, INC.
                                       AND
                                EDDIE BAUER, INC.

                             DATED AS OF MAY 2, 2003

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ANY TEXT REMOVED PURSUANT TO THE COMPANY'S  . . .