0001047469-04-030109 Sample Contracts

11,500,000 Shares of Common Stock NEW YORK & COMPANY, INC. UNDERWRITING AGREEMENT [ ], 2004
Letter Agreement • October 1st, 2004 • New York & Company, Inc. • Retail-women's clothing stores • New York

BEAR, STEARNS & CO. INC. J.P. MORGAN SECURITIES INC. BANC OF AMERICA SECURITIES LLC WACHOVIA CAPITAL MARKETS, LLC PIPER JAFFRAY & CO. As Representatives of the several Underwriters named in Schedule I attached hereto (the "Representatives") c/o Bear, Stearns & Co. Inc. 383 Madison Avenue New York, New York 10179

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