PROGRAM TERMS
Boscov's Credit Card "B Rewarded"
Rewards Program

ALL OF THE PROGRAM TERMS ARE SUBJECT TO THE JURY TRIAL WAIVER AND ARBITRATION PROVISION IN YOUR CREDIT CARD ACCOUNT AGREEMENT.

PLEASE READ THE FOLLOWING TERMS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION ABOUT YOUR RIGHTS AND OBLIGATIONS IN THE BOSCOV'S "B REWARDED" CREDIT CARD REWARDS PROGRAM.

POINTS ACCRUED UNDER THIS PROGRAM EXPIRE AT THE END OF EACH PROGRAM YEAR. EACH PROGRAM YEAR BEGINS ON FEBRUARY 1ST AND ENDS ON JANUARY 31ST OF THE SUCEEDING YEAR. REWARDS CERTIFICATES MAY BE AUTOMATICALLY ISSUED TO YOU THROUGHOUT THE PROGRAM YEAR. AT THE END OF EACH PROGRAM YEAR, ALL UNREEDEEMED REWARDS POINTS WILL BE AUTOMTICALLY ISSUED IF ACCUMULATED REWARDS POINTS FOR YOUR ACCOUNT ARE AT LEAST THREE HUNDRED (300) POINTS AND IF YOU HAVE NET BOSCOV'S CREDIT CARD PURCHASES OF AT LEAST THREE HUNDERD DOLLARS ($300.00) DURING THE PROGRAM YEAR. ACCOUNTS WITH FEWER THAN THREE HUNDRED (300) ACCUMULATED POINTS DURING THE PROGRAM YEAR OR NET BOSCOV'S CREDIT CARD PURCHASES LESS THAN THREE HUNDRED DOLLARS ($300.00) DURING THE PROGRAM YEAR FORFEIT ALL ACCUMULATED POINTS AT THE END OF THE PROGRAM YEAR. IN ADDITION TO THE FOREGOING, ACCOUNTS MUST HAVE A MINIMUM OF ONE HUNDRED (100) POINTS AVAILABLE AT THE END OF THE PROGRAM YEAR TO QUALIFY FOR REWARD CERTIFICATE ISSUANCE. REWARD CERTIFICATES ARE ISSUED FOR AWARD PURPOSES AND EXPIRE APPROXIMATELY 30 DAYS FROM THE DATE THEY ARE ISSUED. YOU WILL NOT BE CHARGED FEES IN CONNECTION WITH THE REWARD CERTIFICATES. SEE YOUR CREDIT CARD ACCOUNT AGREEMENT FOR ANY FEES THAT YOU MAY INCUR FOR USING YOUR BOSCOV'S CREDIT CARD. THIS REWARDS PROGRAM IS PROVIDED BY BOSCOV'S DEPARTMENT STORE, LLC, ITS SUBSIDARIES AND/OR AFFILIATES ("BOSCOV'S") WHICH IS SOLELY RESPONSIBLE FOR THE PROGRAM OPERATION. BOSCOV'S MAY CHANGE THE TERMS OF THE PROGRAM OR DISCONTINUE THE PROGRAM AT ANY TIME WITH OR WITHOUT NOTICE TO YOU

1. General Information; Definitions; Changes. The Boscov's "B Rewarded" Credit Card Rewards Program (the "Program") allows you to earn points ("Points") on the dollars you spend as described in Section 3 below, using your Boscov's Credit Card Account (your "Account"). The value of those Points may then be issued as Boscov's Rewards Certificates valid at Boscov's stores or Boscovs.com (the "Reward Certificates"), as described in Section 4 below. These Program Terms are separate and independent from your Boscov's Credit Card Credit Card Account Agreement (your "Agreement"), which governs the use of your Boscov's Credit Card (your "Card"). In the event of any conflict between these Program Terms and your Agreement, these Terms will control in any matter relating to the Program.
   
   In these Program Terms, "you" and "your" mean the Account holder. "We," "our," and "us" mean Boscov's Department Store, LLC, its subsidiaries and/or affiliates ("Boscov's"). "Bank" means Comenity Capital Bank or its assignees. Other capitalized words not specifically defined have the same meaning as in your Agreement. The Program is not available to the extent it is prohibited by federal, state, or local law. These Program Terms contain the entire understanding between you and us regarding the Program. FROM TIME TO TIME WE MAY CHANGE THE PROGRAM AND THESE PROGRAM TERMS OR DISCONTINUE THE PROGRAM IN ACCORDANCE WITH APPLICABLE LAW, INCLUDING ANY APPLICABLE NOTICE REQUIREMENTS.


2. Eligibility. You will be automatically enrolled in the Program when the Bank opens your Account. To remain eligible to accumulate Points under the Program, your Account must be in Good Standing. "Good Standing" means your Account is (1) open to new charges, (2) not more than 60 days past due under the Agreement, and (3) not flagged as lost, stolen, or fraudulent according to Bank's written or electronic records. Membership will be renewed automatically each year as long as your Account is in Good Standing and we continue to offer the Program, unless you notify us of cancellation. Notwithstanding anything to the contrary in these Program Terms, we reserve the right to approve, deny or revoke membership in the Program to any individual at any time for any reason whatsoever.


3. Earning Points. You will earn Points for Net New Purchases on your Account so long as your Account is in Good Standing. You will earn:
   
   
   • One (1) Point for each $1.00 of Net New Purchases.
   
   "Net New Purchases" means purchases of goods and/or services made by you or any Authorized User on your Account minus any returns, refunds or credit adjustments, rounded to the nearest dollar. Points awarded for purchases that are returned or refunded or otherwise adjusted will be deducted from your Point total. Such deductions may result in a negative Points balance, in which case, any Points you earn will be applied to reduce that balance and you will not be able to redeem Points until you again have a positive balance.
   
   Points are not earned on: unauthorized or fraudulent charges, purchases made by or for a business or for a business purpose, or interest or fees.
   
   We may from time to time make special offers for you to earn additional Points on specific purchases. The terms and conditions for such special offers (such as which purchases qualify and the number of additional Points you may earn) will be disclosed at the time of offer. Please check those terms and conditions carefully, as there may be important conditions or limitations (such as blackout periods, point limitations or exclusions). Availability of any special offer is subject to change without notice.
   
   Points will be posted to your Points balance in the online portal and on your billing statements within 24 to 48 hours that the purchase is posted to your Account. We reserve the right to verify and adjust Points at any time prior to or following posting or redemption. There is no maximum number of Points that may be earned per billing cycle or year.
   
   
4. Redeeming Points for Reward Certificates. Your Points may be automatically redeemed from time to time for Reward Certificates which may be used at Boscov's Stores or www.boscovs.com.
   
   
   • Members with Net New Purchases of $300-$1,499: receive 1% back in Rewards Certificates (issued approximately 6 times per year).
   
   
   • Members with Net New Purchases of $1,500-$2,999: receive 2% back in Rewards Certificates (issued approximately 6 times per year).
   
   
   • Members with Net New Purchases of $3,000 and more: receive 4% back in Rewards Certificates (issued approximately 6 times per year).
   
   Points which are automatically redeemed for Rewards Certificates and which are unused, will be added back to your Points balance, except for Points issued at the end of the Program Year which will be forfeited if the Rewards Certificate is unused. Points you earn may not be combined with Points earned by anyone else for purposes of receiving Reward Certificates. Points earned have no cash value, and cannot be purchased, sold or redeemed for cash. Points may not be used as payment of any outstanding obligations to Boscov's, to the Bank or their affiliates.
   
   Points will only be issued in the form of Rewards Certificates if your Account is Current. If your Account is not Current, you will not be eligible for Rewards Certificates until the end of the billing period in which your Account is once again Current. "Current" means your Account (1) is open to new charges, (2) is not delinquent or in default under the Agreement, (3) does not have a balance over the assigned credit limit, and (4) is not flagged as lost, stolen, or fraudulent according to Bank's written or electronic records.
   
   
5. Point Expiration and Forfeiture. Points not redeemed will be carried over to the following statement period. However, Points will expire at the end of the Program Year. Once Points expire, they will not be redeemed. You will also forfeit your unused and unexpired Points if you attempt to violate the prohibitions on the transfer of Points, if you file for bankruptcy, or if the Bank or you close your Account for any reason. You will not be entitled to and will not receive any compensation from us for your Points that expire or are forfeited.


6. Reward Certificates. Reward Certificates will not be honored retroactively in connection with any prior purchases. Reward Certificates expire approximately thirty (30) days from the date of issue.


7. Communications. We may communicate with you regarding any matter related to the Program by mail, telephone, or electronic communication. You may update your contact information by sending an email to: custservgeneral@boscovs.com or calling 1-800-284-8155. We are not responsible for communications, including Reward Certificates, lost due to change of address or other contact information.


8. Program Activity and Customer Service. You can view your Program activity at comenity.net/boscovs or on your billing statement, which will show the number of unused and unexpired Points in your Points balance and any redemption activity. You can also call us at 1-800-284-8155 for such information and to find out whether you earned Points from a particular transaction.
   
   If you want to know whether a Reward Certificate was properly redeemed, want to know the status of a Rewards Certificate, or want to ask any other question regarding the Program, call us at 1-800-284-8155.
   
   
9. Points Disputes. Your billing rights and the special rights that apply when you are dissatisfied with your credit card purchases, which rights are set forth in your Agreement, do not apply to the Program. If you believe that a purchase made on your Account should have resulted in the addition of Points to your accumulated Points balance, and such Points are not reflected in the accumulated Points balance within forty-five (45) days of the date on which the purchase posted to your Points balance ("Points Dispute"), notify us immediately. We will use reasonable efforts to investigate your Points Dispute so long as you notify us of such dispute within ninety (90) days of the posting date of such purchase. If you do not notify us within such ninety (90)-day period, you will have waived your right to make a Points Dispute with respect to that purchase. In order for us to undertake an investigation of your Points Dispute, we may require you to provide written confirmation of the dispute. If we do not receive the requested written confirmation at the address and within the time requested by us, we may in our sole discretion determine not to investigate your Points Dispute. Upon completion of our investigation of your Points Dispute, we will have no further responsibilities should you later reassert the same Points Dispute.


10. Limited Liability. We may waive any obligation you have under these Program Terms without losing our right at a later time to enforce that same obligation. We will not lose any of our rights under these Program Terms if we delay taking action for any reason. If we take any other action, we will not lose any rights under these Program Terms.
    
    Unless otherwise required by law or our agreements with you, neither the Bank nor Boscov's, nor any of our or its affiliates, officers, directors, employees, or agents will be liable to you, or anyone making a claim on your behalf, in connection with (a) any termination of, change in, or temporary suspension of the Program; (b) any claim relating to any products purchased using any Reward Certificates obtained through the Program; (c) any loss, damage, expense or inconvenience caused by any occurrence outside of our control; or (d) any taxes that you incur as a result of receiving or redeeming Points. Notwithstanding the foregoing, any liability that we may have to you in connection with the Program shall be limited to the amount of any Points you have earned in accordance with these Program Terms.


11. No Warranties. Bank does not: (a) endorse Reward Certificates or products purchased at Boscov's; (b) make any express or implied warranty regarding Reward Certificates or products purchased at Boscov's; (c) guarantee the performance of Reward Certificates or products purchased at Boscov's; or (d) operate or control Reward Certificates offered through this Program.


12. Changes to the Program. Subject to any notice requirements and other limitations imposed by applicable law, we may, at any time: (a) change, limit, or terminate any aspect of the Program or these Program Terms, including the types of Rewards available and the cost of Rewards; (b) terminate the Program in its entirety; (c) amend these Program Terms in whole or in part, including adding provisions covering subjects not previously addressed; (d) discontinue or replace any Rewards with similar Rewards or Rewards of lesser, equal or greater value; (e) add or increase fees charged in connection with the Program; or (f) terminate your participation in the Program for any reason. Changes may apply retroactively and may affect outstanding transactions and Points, and may include, without limitation, the earnings rate for Points, the number of Points required to obtain specified Rewards, the type of transactions qualifying for Points, the type or value of Rewards, the expiration date of Points, and the maximum number of Points that may be earned per billing cycle or year. Any of the foregoing actions may be taken even if such actions affect the value of Points already earned.


13. Lost, Stolen or Damaged Cards. You will not lose your unused and unexpired Points if your Card is lost, stolen or damaged and Bank provides a replacement Card, even if such replacement Card has a different account number. However, if your Card is reported as lost, stolen, or damaged you will not earn Points until Bank provides a replacement Card.


14. Privacy and Website Terms of Use. All information collected about you in connection with the Program is subject to our privacy policy, which can be obtained at: https://www.boscovs.com/ wcsstore/boscovs/images/store/product/docs/PrivacyPolicy.pdf. Purchases made on www.boscovs.com are subject to boscovs. com Terms and Conditions at https://www.boscovs.com/wcsstore/ boscovs/images/store/product/docs/TermsAndConditions.pdf. In the event that any boscovs.com Terms and Conditions conflict with these Program Terms, the Program Terms will control.


15. Not Transferable. Points are not your property and are not transferable to anyone by operation of law or otherwise. Points may not be transferred between accounts issued by the Bank, may not be transferred upon death or as part of any domestic relations legal proceedings, and may not be brokered, bartered, sold or transferred in any way. Any attempted transaction of such sort will automatically be voided. Anyone selling, purchasing, brokering, bartering, transferring, or altering Points, either wholly or partially, shall be liable for payment of the applicable full retail price of any Reward Certificates obtained with them, as well as all damages, including, but not limited to consequential damages, transaction costs, and litigation costs (including attorney's fees and costs at trial and on appeal and in any bankruptcy proceeding). Any brokered, bartered, altered, sold, or purchased Points shall likewise be void and may be deducted from your Points balance. Any violation of these provisions will result in termination of your eligibility to participate in the Program and forfeiture of unused Points.


16. Taxes. You are solely liable for any applicable federal, state or local income, sales, use, or other taxes arising out of the accrual or use of Points. Consult your tax advisor concerning any tax consequences that may arise from your participation in the Program.


17. Severability. If a court of competent jurisdiction or any government agency determines that any provision of these Program Terms is void or unenforceable, that provision will continue to be enforceable to the extent permitted by that court or agency, and the remainder of that provision will no longer be considered as part of these Program Terms. However, all other provisions will remain in full force and effect.


18. Governing Law. The Program and these Program Terms are governed by federal law and, to the extent state law applies, the laws of the Commonwealth of Pennsylvania, without any reference to its choice of law provisions.


19. Waivers. We can delay enforcing our rights under these Program Terms without losing them. In addition, our failure to exercise our rights on any one occasion, or even on more than one occasion, does not constitute a waiver of our rights for any future occasion. All waivers must be in writing.

January 7, 2016