0001193125-10-177128 Sample Contracts

PERFORMANCE CASH AWARD AGREEMENT
Performance Cash Award Agreement • August 4th, 2010 • HSN, Inc. • Retail-miscellaneous shopping goods stores • Florida

THIS PERFORMANCE CASH AWARD AGREEMENT (this “Agreement”), dated as of «award_date» (the “Award Date”) is between HSN, Inc., a Delaware corporation (the “Company”), and «Participant» (the “Participant”). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Company’s Second Amended and Restated 2009 Stock and Annual Incentive Compensation Plan, as amended (the “Plan”).

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SECOND SUPPLEMENTAL INDENTURE
Supplemental Indenture • August 4th, 2010 • HSN, Inc. • Retail-miscellaneous shopping goods stores • New York

This SECOND SUPPLEMENTAL INDENTURE dated as of January 1, 2010, is between HSN, Inc., a Delaware corporation (the “Issuer”), and The Bank of New York Mellon, a New York banking corporation, as Trustee (the “Trustee”).

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