Amendment to [Section 4.c]. [Section 4.c]. of the Agreement is amended in its entirety to read as follows:

Amendment to [Section 4.3]. The following is added to the end of [Section 4.3]: Retailer acknowledges that Bank may, without notice, or consent from Retailer, solicit Cardholders for deposit products.”

Amendment to [Section 4.1]. [Section 4.1] of the Agreement is hereby amended by deleting the phrase “Greenberg Traurig, LLP” in ​ of the Agreement and replacing it with the phrase “McDermott Will & Emery LLP”.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.1] “Base Fee” is hereby deleted and replaced in its entirety with the following:

[Section 4.01(a)] of the Plan is amended to add a new paragraph to the end thereof to state in its entirety as follows:

[Section 4.1] of the Plan is hereby amended so that the maximum number of Shares reserved for issuance under the Plan shall be 3,750,000, which equals the product obtained by dividing # 15,000,000 by # the Reverse Stock Split Ratio.

[Section 4.3] of the Plan is hereby amended so that the maximum aggregate grant of Shares subject to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits Interest Units, and Other Stock-Based Awards payable or denominated in Shares and/or cash which may be granted to any Participant, other than a non-Employee Director, in any fiscal year shall not exceed 375,000 Shares (the “Annual Award Limit”), which adjusted Share amount equals the product obtained by dividing # 1,500,000 by # the Reverse Stock Split Ratio.

[Section 4.2] shall be deleted in its entirety and replaced with the following:

[Section 4.6(b)] shall be amended by striking "​" in each instance where it appears and inserting "​" in place thereof.