F21 CREDIT CARD BENEFIT

General Information and Definitions. The Forever Rewarded Loyalty Program ("Program") allows you to earn reward points ("Points") on the dollars you spend as described in Section 3 below, using your Forever 21 Credit Card or Forever 21 Visa Credit Card Account ("Account"). For every 300 points accumulated at the end of an earning period, you will automatically receive a $5 Rewards Certificate ("Certificates") that can be used at any Forever 21 store in the U.S. (excluding U.S. territories) and online at www.forever21.com, as specified in Sections 4 and 5 below.

While the Program may be related to your Forever 21 Credit Card or Forever 21 Visa Credit Card Account Agreement ("Agreement"), which governs the use of your Forever 21 Credit Card or Forever 21 Visa Credit Card ("Card"), these Program Terms are separate and independent from your Agreement. 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 Forever 21 Inc. or its successors or assignees. "Bank" means Comenity Capital Bank or its successors or assignees. Other capitalized words not specifically defined have the same meaning as in your Agreement.

There is no additional cost to you to participate in the Program. See your Credit Card Agreement for any fees that you may incur for using your Forever 21 Credit Card or Forever 21 Visa Credit Card.

The Program is not available to the extent it is prohibited by federal, state, or local law. FROM TIME TO TIME WE MAY CHANGE THE PROGRAM AND THESE PROGRAM TERMS IN ACCORDANCE WITH APPLICABLE LAW, INCLUDING ANY APPLICABLE NOTICE REQUIREMENTS.

Any and all Offers related to the Program are subject to change without notice. Offers are void where prohibited by law. Forever 21 reserves the right to terminate the program or change the Terms in whole or in part, at any time, as specified in Section 11 below.

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. Your Forever Rewarded 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 and for any reason whatsoever.

Earning Points. You will earn Points for Net New Purchases on your Account so long as your Account is in Good Standing.

For the Forever 21 Credit Card, you will earn:

3 Points for each $1.00 of Net New Purchases made at Forever 21 stores (including U.S. territories) and online at www.forever21.com.

For the Forever 21 Visa Credit Card, you will earn:

3 Points for each $1.00 of Net New Purchases made at Forever 21 stores (including U.S. territories) and online at www.forever21.com.

2 Points for each $1.00 of Net New Purchases made at qualifying restaurants ("Restaurant"). Each merchant – that is a retailer, business or any other place where you can make a purchase – is assigned a code that indicates the merchant's area of business. For example, gas stations and restaurants are each generally assigned a specific merchant code. We don't assign or have any control over merchant codes. Merchant codes are chosen and assigned by a third party, who may change the codes from time to time. When you make a purchase at a merchant, we are provided the code for the merchant. If the merchant code matches a category that gives you additional rewards, you will receive the additional rewards points for that purchase. Because we don't control what code a merchant is assigned, sometimes a purchase that you think fits a certain category may not earn additional rewards points. If you have any questions about whether a purchase qualified as a restaurant purchase, please call us at 1-866-412-5563 ☎ (TDD/TTY 1-888-819-1918 ☎).

1 Point for each $1.00 of Net New Purchases made everywhere else Visa is accepted.

Net New Purchases" means purchases of goods and/or services, including taxes and shipping charges, 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, refunded, or otherwise adjusted will be deducted from your Points 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. Purchases that are returned that receive merchandise store credit will not have any Points adjusted.

Points are not earned on: gift cards, e-certificates, balance transfers, convenience checks, cash advances, overdraft advances, unauthorized or fraudulent charges, purchases of money orders, travelers checks, foreign currency, quasi-cash or other cash equivalents, purchases made by or for a business or for a business purpose; fraudulent transactions; and transactions subject to adjustment; or on interest or fees of any kind, such as finance charges, late payment fees, and cash advance 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 are considered earned when they are posted to your Points balance, which generally will be on the same day that the purchase is posted to your Account. However, Points may take up to 3-5 days to be posted following a qualifying purchase. We reserve the right to verify and adjust Points at any time prior to or following posting or redemption. Your Points balance will be updated daily and is shown on your billing statement and online at comenity.net/forever21 or comenity.net/forever21visa.

There is no maximum number of Points that may be earned per billing period or year.

Rewards Certificate Use. Rewards points will automatically be redeemed for Rewards Certificates when the 300 point threshold is met. Rewards Certificates are issued in $5 increments via your monthly billing statement.

300 Points = $5 Rewards Certificate

Points will be issued on a "first in, first out" basis, such that the first Points earned will be the first Points used towards a rewards certificate. There is no limit to the rewards certificate value that can be issued during an earning period, and all points below the rewards certificate threshold will be carried over to the following statement period.

Once a Rewards Certificate is issued, your Points balance will be reduced by the number of Points used to obtain the Certificate. In the event a return, refund, or credit adjustment results in insufficient Points at the time for the Certificate to be issued, the Certificate may not be issued. If the Certificate is issued and we later discover that you did not have sufficient Points for the Certificate(s) in your Points balance, in addition to any other actions we may take, future Points earnings will be applied to the Certificate(s) until such time as sufficient Points are earned to cover the Certificate(s). You will not be able to redeem Points until you again have a positive balance. Purchases that are returned that receive merchandise store credit will not have any Points adjusted.

Points you earn may not be combined with Points earned by anyone else for purposes of receiving Rewards. 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 the Bank or its affiliates.

You may only receive a rewards certificate if your Account is Current. If your Account is not Current, you will not be eligible to receive them 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.

Rewards certificates are not transferable and each rewards certificate is redeemable per its terms.

Point Expiration and Forfeiture. Points below the rewards certificate threshold will be carried over to the following statement period. However, Points will expire 24 months after the date that they are earned. Once Points expire, they may no longer be used. 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.

Rewards. There is no limit on redeeming rewards certificates per purchase. Certificates are issued for award purposes only. Rewards have no cash value and may not be applied to gift cards, e-certificates, taxes, or shipping charges. Rewards will not be honored retroactively in connection with any prior purchases. Lost, stolen, or expired rewards certificates are not replaceable. A rewards certificate is combinable with the Forever 21 employee discount. Rewards certificates expire 60 days after they are issued.

Except as provided below, once earned, you will be automatically sent a rewards certificate to your primary billing address within1-2 billing cycles. If you receive paperless statements, rewards certificates will be located on Account Center within 1-2 billing cycles. You may update your contact information via Account Center at www.comenity.net/Forever21 or www.comenity.net/Forever21visa or by calling 1-866-512-6286 ☎ (Forever 21 Credit Card Accounts) or 1-866-412-5563 ☎ (Forever 21 Visa Credit Card Accounts) (TDD/TTY 1-888-819-1918 ☎). We are not responsible for communications, including rewards certificates, lost due to change of address or other contact information.

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 at www.comenity.net/Forever21 or www.comenity.net/Forever21visa or by calling the Bank at 1-866-512-6286 ☎ (TDD/TTY 1-888-819-1918 ☎) for Forever 21 Credit Card Accounts or 1-866-412-5563 ☎ (TDD/TTY 1-888-819-1918 ☎) for Forever 21 Visa Credit Card Accounts. We are not responsible for communications, including rewards certificates, lost due to change of address or other contact information.

Program Activity and Customer Service. You can view your Rewards summary within Account Center on the "My Rewards" tab, after you register and login at www.comenity.net/Forever21 or www.comenity.net/Forever21visa. Your monthly billing statement will also show the number of unused and unexpired Points in your Points Balance. You can also call the Bank at 1-866-512-6286 ☎ (TDD/TTY 1-888-819-1918 ☎) for Forever 21 Credit Card Accounts or 1-866-412-5563 ☎ ((TDD/TTY 1-888-819-1918 ☎) for Forever 21 Visa Credit Card Accounts for such information and to find out whether you earned Points from a particular transaction; whether a rewards certificate was properly issued; or want to ask any other question regarding the Program.

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 Points balance, and such Points are not reflected in the Points balance within forty-five (45) days of the date on which the purchase posted to your Points balance ("Points Dispute"), notify the Bank immediately. The Bank 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 the Bank 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 the Bank to undertake an investigation of your Points Dispute, the Bank may require you to provide written confirmation of the dispute. If the Bank does not receive the requested written confirmation at the address and within the time requested, the Bank may in sole discretion determine not to investigate your Points Dispute. Upon completion of the investigation of your Points Dispute, the Bank will have no further responsibilities should you later reassert the same Points Dispute. All disputes related to the Program are subject to the Jury Trial Waiver and Arbitration Provision in your Agreement.

Limited Liability. Unless otherwise required by law or our agreements with you, neither the Bank nor Forever 21 Inc., 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 rewards 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.

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, the items available as Rewards, 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 period or year. Any of the foregoing actions may be taken even if such actions affect the value of Points already earned.

Cancelling Program Participation. You may cancel your participation in the Program at any time by calling the Bank at 1-866-512-6286 ☎ (TDD/TTY 1-888-819-1918 ☎) for Forever 21 Credit Card Accounts or 1-866-412-5563 ☎ (TDD/TTY 1-888-819-1918 ☎) for Forever 21 Visa Credit Card Accounts. If you cancel your participation in the Program, you will no longer earn Points and, as previously noted, you will forfeit your unused and unexpired Points.

Lost, Stolen or Damaged Cards. You will not lose your unused and unexpired Points if your Card is lost, stolen or damaged and the 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 the Bank provides a replacement Card.

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 www.forever21.com, located at the bottom middle portion of the page. Purchases made on www.forever21.com are subject to Forever 21 Terms of Use at www.forever21.com, located at the bottom middle portion of the page under Terms & Conditions. In the event that any Forever 21 Terms & Conditions conflict with these Program Terms, the Program Terms will control.

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 Forever 21 or 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 void. 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 Rewards 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.

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.

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.

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

Call Monitoring and Recording. Our goal is to provide you with the best quality service; therefore, calls to and from the Bank may be monitored and recorded.

Entire Agreement; No Waiver By Us. These Program Terms contain the entire understanding between you and us regarding the Program. These Program Terms replace and supersede any previous terms and conditions governing the Program we may have provided to you. 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.

The Forever 21 Credit Card Accounts are issued by Comenity Capital Bank. The Forever 21 Visa Credit Card accounts are issued by Comenity Capital Bank pursuant to a license from Visa U.S.A. Inc.

Effective: 3/9/2016