0001047469-10-003381 Sample Contracts

NEW YORK & COMPANY New York, NY 10001
Letter Agreement • April 6th, 2010 • New York & Company, Inc. • Retail-women's clothing stores • New York

This letter agreement (this “Agreement”) sets forth the terms and conditions of your employment, and your employment relationship, with Lerner New York, Inc. (the “Company”). Your execution of this Agreement will represent your acceptance of all of the terms set forth below and will supercede any other Letter Agreement of Employment entered into prior to this Agreement.

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AMENDMENT NO. 1 TO LETTER AGREEMENT OF EMPLOYMENT
Letter Agreement of Employment • April 6th, 2010 • New York & Company, Inc. • Retail-women's clothing stores • New York

Amendment (this “Amendment”), made as of this December 22, 2006, by and among Lerner New York, Inc. (the “Company”) and Kevin Finnegan (“Executive”).

FIFTH AMENDMENT TO TRANSITION SERVICES AGREEMENT
Transition Services Agreement • April 6th, 2010 • New York & Company, Inc. • Retail-women's clothing stores

This FIFTH AMENDMENT TO TRANSITION SERVICES AGREEMENT (“Amendment”), dated March 16, 2010 and deemed effective as of February 1, 2010, is made and entered into by and between Limited Brands, Inc. (“Limited Brands”) and Lerner New York Holding, Inc. and New York & Company, Inc., successor in interest to New York & Co. Group, inc. (collectively, “Buyer” and/or “Lerner”). Defined terms that are used but not defined herein shall be as defined in the Transition Services Agreement dated November 27, 2002, as amended (“TSA”), between Limited Brands and Lerner. The parties wish to amend the TSA and Schedules as described below. It is therefore agreed as follows:

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