Club Bally Member Rewards™ Update

December 1, 2008

We have appreciated your participation in Club Bally Member Rewards™. Effective January 1, 2009, Bally has elected to discontinue this pilot program.

The program will continue now through the end of 2008. You will be able to earn points on member referrals through Dec. 1st and earn points for your Q4 workouts and non-membership purchases through Dec. 31st. All points earned through 12/31/08 will be credited to your account in early January, at which time we will issue all final 2008 reward certificates earned.

Thank you for continuing to choose Bally Total Fitness®.

Sincerely,

Bally Total Fitness

Please Note:

• Your Q3 2008 workout points were included in your total points balance as of 11/20/08, which was emailed to you on 12/1/08.
• You will continue to earn points from your Q4 workouts and non-membership purchases until 12/31/08. You will be able to earn points from your member referrals through 12/1/08.
• You will be notified by email in early January with your final points balance through 12/31/08.
• If you have 1,667 points or more, we will automatically mail you a final, year-end reward certificate in January. No action is required on your part.
• You will be able to use your reward certificate until 4/15/09.
• If your point balance is below 1,667 as of 12/31/08, you will not qualify for a final year-end reward certificate.

Customer Care Support

The former Club Bally web site is no longer available. If you have any questions about Club Bally you can email us at customercare@clubballymemberrewards.com.

Your Workouts for Q4 2008

Remember that your workout points are granted at the end of every quarter and are based on the following two criteria:

• 36 workouts minimum per quarter.
• Points granted in a quarter cannot exceed 10 percent of your Bally membership payments (prorated for prepayment) in a given quarter.

Q4 2008 will be the final quarter where you can earn Club Bally points for workouts, non-membership purchases and member referrals.

Your Year-End Club Bally Reward Certificate

Here is what you need to know about receiving and using your final reward certificate:

• If you have 1,667 points ($5 certificate equivalent) or more on 12/31/08, we will automatically mail you a final, year-end reward certificate in January. No action is required on your part.
• If your point balance is below 1,667 as of 12/31/08, you will not qualify for a final year-end reward certificate and your points will no longer be valid.
• The final Club Bally Member Rewards certificates must be used by April 15, 2009 after which they expire. Certificates are not transferable and cannot be refunded, bartered, sold or redeemed for cash.
• Club Bally Reward Program certificates can be used for full price retail items or for contract purchases such as Bally Personal Training, including Small Group Personal Training sessions; Bally Fitness Plus Classes, Specialty Classes, Bally nutrition packages (excluding Dietitian Phone Counseling); and Bally Pilates.
• Purchases made with a Club Bally Member Rewards certificate cannot be split between a full price retail transaction and a contract transaction (e.g. Personal Training, Small Group Personal Training, Pilates).
• Club Bally Member Rewards Program points and certificates do not have any cash value. No cash will be refunded or points restored when the price of a purchase is less than the amount on the Club Bally Member Rewards certificate used for the purchase. For example, if you have been issued a $10.00 Club Bally Member Rewards certificate and redeem it for a Bally retail store purchase totaling $8.53, you will not receive any cash back, nor will any points be restored to your point balance.
• Purchases made for retail store items with Club Bally Member Rewards certificates cannot be returned for any type of refund, but you will receive a merchandise exchange, based on the current Bally retail store policy. No Club Bally Member Rewards points will be restored when a retail item is returned.