0001193125-11-328701 Sample Contracts

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 2nd, 2011 • Rue21, Inc. • Retail-apparel & accessory stores • New York

rue21, inc., a Delaware corporation, for itself (as “rue21”) and as agent (in such capacity, the “Lead Borrower”) for the other Borrowers from time to time party to the Credit Agreement (as defined below);

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RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE RUE21, INC. 2009 OMNIBUS INCENTIVE PLAN
Restricted Stock Unit Agreement • December 2nd, 2011 • Rue21, Inc. • Retail-apparel & accessory stores • Delaware

THIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between rue21, inc., a company organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the rue21, inc. 2009 Omnibus Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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