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                                                                   EXHIBIT 10(m)









                              CLAIRE'S STORES, INC.

                      MANAGEMENT DEFERRED COMPENSATION PLAN



                                   AS ADOPTED

                             EFFECTIVE JULY 26, 1999


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                                TABLE OF CONTENTS

                                                                        PAGE
                                                                        ----

                                    ARTICLE I
                              TITLE AND DEFINITION

1.1   Title............................................................. 2
1.2   Definitions....................................................... 2

                                   ARTICLE II
                          ELIGIBILITY AND PARTICIPATION

2.1   Eligibility....................................................... 5
2.2   Participation..................................................... 5

                                   ARTICLE III
                  DEFERRAL ELECTIONS AND COMPANY CONTRIBUTIONS

3.1   Elections to Defer Salary and/or Bonus............................ 5
3.2   Company Contributions Amounts..................................... 7
3.3   Investment Elections.............................................. 8

                                   ARTICLE IV
                                    ACCOUNTS

4.1   Deferral Account.................................................. 9
4.2   Company Contribution Account......................................10

                                    ARTICLE V
                                     VESTING

5.1   Deferral Account..................................................10
5.2   Company Contribution Account......................................10

                                   ARTICLE VI
                                  DISTRIBUTIONS

6.1   Distribution of Benefits..........................................11
6.2   Unforeseeable Emergency Withdrawals...............................13
6.3   Unscheduled Early Distributions...................................13
6.4   Scheduled Early Distributions.....................................14
6.5   Change in Control.................................................15
6.6   Inability to Locate Participant...................................15
6.7   Trust.............................................................15


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                                                                        PAGE
                                                                        ----

                                   ARTICLE VII
                                 ADMINISTRATION

7.1   Committee......................................................... 15
7.2   Committee Action.................................................. 15
7.3   Powers and Duties of the Committee................................ 16
7.4   Construction and Interpretation................................... 16
7.5   Information....................................................... 17
7.6   Compensation, Expenses and Indemnity.............................. 17
7.7   Periodic Statements............................................... 17
7.8   Disputes.......................................................... 17

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1   Unsecured General Creditor........................................ 18
8.2   No Guarantee of Benefits.......................................... 19
8.3   Restriction Against Assignment.................................... 19
8.4   Withholding....................................................... 19
8.5   Notice of Address................................................. 19
8.6   Notices........................................................... 19
8.7   Employer-Employee Relationship.................................... 20
8.8   Amendment, Modification, Suspension or Termination................ 20
8.9   Governing Law..................................................... 20
8.10  Receipt or Release................................................ 20

                                       ii

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                              CLAIRE'S STORES, INC.
                      MANAGEMENT DEFERRED COMPENSATION PLAN

         WHEREAS, Claire's Stores, Inc. desires to establish an unfunded
deferred compensation plan, effective as of July 26, 1999, which provides
supplemental retirement income benefits for a select group of management or
highly compensated employees through deferrals of salary and bonuses, and
through discretionary company contributions under such plan.

         NOW, THEREFORE, Claire's Stores, Inc. hereby adopts and establishes the
Claire's Stores, Inc. Management Deferred Compensation Plan, the terms of which
are hereinafter set forth.

                                    ARTICLE I

                              TITLE AND DEFINITIONS

1.1.     TITLE.

         The name of this plan is the "Claire's Stores, Inc. Management Deferred
Compensation Plan."

1.2.     DEFINITIONS.

         Whenever the following words and phrases are used in this Plan, with
the first letter capitalized, they shall have the meanings specified below.

         (a) "Account" or "Accounts" shall mean a Participant's Deferral Account
and/or Company Contribution Account.

          (b) "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance with procedures established by the
Committee to receive the benefits specified hereunder in the event of the
Participant's death. No beneficiary designation shall become effective until it
is filed with the Committee. If there is no Beneficiary designation in effect,
or if there is no surviving designated Beneficiary, then the Participant's
surviving spouse shall be the Beneficiary. If there is no surviving spouse to
receive any benefits payable in accordance with the preceding sentence, the duly
appointed and currently acting personal representative of the Participant's
estate shall be the Beneficiary. In any case where there is no such personal
representative of the Participant's estate duly appointed and acting in that
capacity within 90 days after the Participant's death (or such extended period
as the Committee determines is reasonably necessary to allow such personal
representative to be appointed, but not to exceed 180 days after the
Participant's death), then the Beneficiary or Beneficiaries shall be the person
or persons who can verify by affidavit or court order to the satisfaction of the
Committee that such person or persons are legally entitled to receive the
benefits specified hereunder. In the event any amount is payable under the Plan
to a minor, payment shall not be made to the minor, but instead be paid (1) to
that person's living parent(s) to act as custodian, (2) if that person's parents
are then divorced, and one parent is the sole custodial parent, to such
custodial parent, or (3) if no parent of that person is then living, to a
custodian selected by the Committee to hold the funds for the minor under the
Uniform Transfers or Gifts to Minors Act in effect in the jurisdiction in which



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the minor resides. If no parent is living and the Committee decides not to
select another custodian to hold the funds for the minor, then payment shall be
made to the duly appointed and currently acting guardian of the estate for the
minor or, if no guardian of the estate for the minor is duly appointed and
currently acting within 60 days after the date the amount becomes payable,
payment shall be deposited with the court having jurisdiction over the estate of
the minor.

         (c) "Board" shall mean the Board of Directors of Claire's Stores, Inc..

         (d) "Bonus" shall mean any cash incentive or other compensation which
is awarded by a Company in its discretion to a Participant as remuneration in
addition to the Participant's Salary. Bonus for purposes of the Plan shall be
determined without regard to any reductions (1) for any salary deferral
contributions to a plan qualified under Section 125 or Section 401(k) of the
Code or (2) pursuant to any deferral election in accordance with Article III of
the Plan.

         (e) "Break-in-Service" shall mean a continuous twelve (12) month period
during which the Participant is not an Employee, commencing on the date the
Participant ceases to be an Employee. For purposes of the preceding sentence, a
Participant shall continue to be considered an Employee during a leave of
absence, but only if that leave of absence is approved by the Company.

         (f) "Change of Control" shall mean approval by the shareholders of the
Company of (1) a reorganization, merger, consolidation or other form of
corporate transaction or series of transactions, in each case, with respect to
which persons who were shareholders of the company immediately prior to such
reorganization, merger, consolidation or other transaction do not, immediately
thereafter, own more than 50% of the combined voting power entitled to vote
generally in the election of directors of the reorganized, merged or
consolidated company's outstanding voting securities, (2) a liquidation or
dissolution of the Company, or (3) the sale of all or substantially all of the
assets of the Company (unless such reorganization, merger, consolidation or
other corporate transaction, liquidation, dissolution or sale is subsequently
abandoned).

         (g) "Code" shall mean the Internal Revenue Code of 1986, as amended.

         (h) "Committee" shall mean the Committee appointed by the Board to
administer the Plan in accordance with Article VII.

         (i) "Company" shall mean (1) Claire's Stores, Inc. and (2) any
corporation, partnership, limited liability company or other entity which has a
business or other relationship with Claire's Stores, Inc. and which, with the
approval of the Committee, has elected to participate in the Plan.

         (j) "Company Contribution Amount" shall mean an amount awarded by a
Company pursuant to Section 3.2 hereof.

         (k) "Disability" shall mean the inability to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment which may be expected to result in death or which has lasted or can
be expected to last for a continuous period of not less than twelve (12) months,
as determined in a uniform and non-discriminatory manner by the Committee after
requiring medical examinations by a physician or reviewing any medical evidence
which the Committee considers necessary.




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         (l) "Eligible Employee" shall mean any Employee who is (1) employed by
the Company, (2) designated by the Committee to be eligible to participate in
the Plan, and (3) a member of a select group of management or highly compensated
employees of that Company within the meaning of Sections 201(2), 301(a)(3) and
401(a)(1) of ERISA, and any regulations relating thereto.

         (m) "Employee" shall mean any employee of (1) the Company or (2) any
corporation, partnership, limited liability company or other entity which has a
business or other relationship with Claire's Stores, Inc. and which, with the
approval of the Committee, has elected to participate in the Plan.

         (n) "ERISA" shall mean the Employee Retirement Income Security Act of
1974, as amended.

         (o) "Initial Election Period" for an Eligible Employee shall mean the
latest of (1) July 30, 1999, (2) the period ending 30 days after his or her
first day of employment with a Company or (3) the period ending 30 days after
the date he or she becomes an Eligible Employee.

         (p) "Interest Rate" shall mean, for each Investment Alternative, an
amount equal to the net rate of gain or loss or appreciation or depreciation on
the assets of such Investment Alternative.

         (q) "Investment Alternative" shall mean an investment alternative
selected by the Committee pursuant to Section 3.2(b) hereof.

         (r) "Participant" shall mean any Eligible Employee who becomes a
Participant in accordance with Section 2.1 hereof.

         (s) "Payment Eligibility Date" shall mean, with respect to a
Participant, the first day of the first calendar quarter following the
Participant's termination of employment with the Company.

         (t) "Plan" shall mean the Claire's Stores, Inc. Management Deferred
Compensation Plan set forth herein, now in effect, or as amended from time to
time.

         (u) "Plan Year" shall mean the 12 consecutive month period beginning on
January 1, provided, however, that the first Plan Year shall be a short year
beginning on July 26, 1999 and ending on December 31, 1999.

         (v) "Salary" shall mean the Participant's base salary paid by the
Company. Salary for purposes of the Plan shall be determined without regard to
any reduction (1) for any salary deferral contributions to a plan qualified
under Section 125 or Section 401(k) of the Code or (2) pursuant to any deferral
election in accordance with Article III of the Plan. In addition, "Salary" may
include amounts that are contributed to a plan qualified under Section 401(k) of
the Code which are distributed to a Participant on account of exceeding the
limitations provided under Sections 401 and 402(g) of the Code.

         (w) "Trust" shall mean the trust referred to in Section 6.7 of the
Plan.

         (x) "Trustee" shall mean the trustee of the Trust.




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         (y) "Year of Service" shall mean, with respect to a Participant, a
period of twelve consecutive months during which he or she is employed by the
Company or its subsidiaries or affiliates commencing on the date on which the
Participant begins such employment, including months prior to the time he or she
was a Participant; PROVIDED, HOWEVER, that if a Participant had incurred a
Break-in-Service and then becomes a Participant again, a Year of Service with
respect to such Participant shall mean a period of twelve consecutive months
during which he or she is employed by the Company or its subsidiaries or
affiliates commencing as of the date of the Participant's reemployment.

         (z) "Eligible Year of Service" shall mean, with respect to a
Participant, a Year of Service during which the Participant is an Eligible
Employee.

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

2.1.     ELIGIBILITY.

         An Employee shall be eligible to participate in the Plan as of the
later of: (a) July 26, 1999, if the Employee is an Eligible Employee as of that
date, or (b) the date on which the Employee becomes an Eligible Employee.

2.2.     PARTICIPATION.

         An Eligible Employee shall become a Participant in the Plan by (1)
electing to defer a portion of his or her Salary and/or Bonus in accordance with
Section 3.1 hereof, and (2) completing a life insurance application.

                                   ARTICLE III
                             DEFERRAL ELECTIONS AND
                              COMPANY CONTRIBUTIONS

3.1.     ELECTIONS TO DEFER SALARY AND/OR BONUS.

         (a) INITIAL ELECTION PERIOD. Each Participant who is an Eligible
Employee may elect to defer receipt of his or her Salary and/or Bonus by filing
with the Committee an election that conforms to the requirements of this Section
3.1, on a form provided by the Committee (the "Participant Election and
Enrollment Form"), no later than the last day of his or her Initial Election
Period.

         (b) GENERAL RULE. The amount of Salary and/or Bonus which an Eligible
Employee may elect to defer is as follows:

                  (1) Any whole-number percentage of Salary up to 100%; and/or

                  (2) Any whole-number percentage of Bonus up to 100%.




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         (c) MINIMUM DEFERRALS. The minimum aggregate amount that may be
deferred by an Eligible Employee during a Plan Year is (1) $2,500 for the Plan's
first Plan Year, and (2) $5,000 for any other Plan Year (the "Minimum Annual
Deferral"); PROVIDED, HOWEVER, with respect to those Eligible Employees who
become Participants in the Plan after the first day of a Plan Year, the Minimum
Annual Deferral may be pro rated as determined by the Committee in a fair and
uniform manner based upon the number of months of participation in the Plan
during such Plan Year. Such minimum may be satisfied by deferring Salary and/or
Bonus payable for services rendered for such Plan Year (even though such Bonus
may not be paid until the next Plan Year). Accordingly, if no Salary is deferred
for a Plan Year and the total amount of the Bonus elected to be deferred with
respect to that Plan Year is in fact less than the applicable minimum amount for
that Plan Year, then no portion of Bonus shall be deferred.

         (d) EFFECT OF INITIAL ELECTION. An election to defer Salary and/or
Bonus during an Initial Election Period shall be effective with respect to
Salary earned during the first pay period beginning after the end of the Initial
Election Period. Notwithstanding anything to the contrary in this Plan, for the
first Plan Year only, an Eligible Employee may elect no later than the end of
the Initial Election Period to defer any Bonus which is subsequently awarded in
the discretion of a Company for services performed during the first Plan Year.
With respect to those Employees who are Eligible Employees as of July 26, 1999
and who choose to participate as of that date (1) the initial election to defer
his or her Salary must be filed by July 30, 1999 in order for the deferral to be
effective for the first pay period beginning on or after August 1, 1999, and (2)
the initial election to defer his or her Bonus must be filed by July 30, 1999 in
order for the deferral to be effective for the Bonus earned during the 1999
calendar year.

         (e) DURATION OF SALARY DEFERRAL ELECTION. Any Salary deferral election
made under subsection (a) or subsection (g) of this Section 3.1 shall be
irrevocable and shall apply only to the Salary payable with respect to services
performed during the Plan Year for which the election is made; provided, that no
amount of Salary shall be deferred for any month for which the Participant is
paid less than 100% of his or her Salary as a result of the Participant's
short-term disability or Company-approved leave of absence. For each subsequent
Plan Year, an Eligible Employee may make a new election, subject to the
limitations set forth in this Section 3. 1, to defer a percentage of his or her
Salary. Such election shall be on a form provided by the Committee and shall be
made on or before the November 15 preceding the Plan Year for which the election
is to apply.

         (f) DURATION OF BONUS DEFERRAL ELECTION. Any Bonus deferral election
made under paragraph (a) or paragraph (g) of this Section 3.1 shall be
irrevocable and, except as provided in paragraph (a), shall apply only to the
Bonus payable with respect to services performed during the Plan Year for which
the election is made. For each subsequent Plan Year, an Eligible Employee may
make a new election, subject to the limitations set forth in this Section 3. 1,
to defer a percentage of his or her Bonus. Such election shall be on a form
provided by the Committee and shall be made on or before the November 15
preceding the Plan Year for which the election is to apply.

         (g) ELECTIONS OTHER THAN ELECTIONS DURING THE INITIAL ELECTION PERIOD.
Subject to the minimum deferral requirement of paragraph (c) above, any Eligible
Employee who fails to elect to defer Salary or Bonus during his or her Initial
Election Period may subsequently elect to do so, and any Eligible Employee who




                                       5
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has terminated a prior Salary or Bonus deferral election may elect to do so
again, by filing an election, on a form provided by the Committee, to defer
Salary and/or Bonus as described in subsection (b) above. An election to defer
Salary and/or Bonus must be filed on or before November 15 and will be effective
for Salary earned during pay periods beginning after the following January 1 and
the Bonus paid with respect to services performed in the Plan Year beginning on
the following January 1.

3.2.     COMPANY CONTRIBUTION AMOUNTS.

         (a) For each Plan Year, the Company may, but is not required to,
contribute on behalf of each Participant who is an Eligible Employee as of the
Contribution Date (as defined in subsection 4.2(a) hereof) an amount equal to a
certain percentage of the Participant's Salary for such Plan Year. The
determination of whether, and what percentage or amount, to so award for a Plan
Year shall be determined by the Company. Notwithstanding the foregoing, the
following shall apply:

                  (1) With respect to each Employee who is an Eligible Employee
as of July 26, 1999 (the "Initial Eligible Employees"):

                           (i) For the Plan Year ending December 31, 1999, the
         Company may contribute on behalf of each Initial Eligible Employee who
         is a Participant an amount equal to a certain percentage of the
         Participant's Salary payable for the period in which he or she is a
         Participant in the Plan during such Plan Year, where such percentage
         may be based upon the Participant's Years of Service with the Company
         as of July 26, 1999 in accordance with the following table:

           YEARS OF SERVICE AS OF JULY 26, 1999       CONTRIBUTION PERCENTAGE
           ------------------------------------       -----------------------

                        less than 5                            2%
                5 or more but less than 10                     3%
                       10 or more                              4%

                           (ii) For each Plan Year beginning on or after January
         1, 2000, the Company may contribute on behalf of each Participant who
         is an Initial Eligible Employee the same percentage amounts that the
         Company contributed (or would have contributed if the Initial Eligible
         Employee was a Participant in the Plan in the immediately preceding
         Plan Year) on behalf of each such Participants in the Plan Year
         immediately preceding the Plan Year for which the contribution is being
         made in accordance with subsection 3.1(a)(1) hereof, plus an additional
         one percent (1%) of such Participant's Salary payable for the period in
         which he or she is a Participant in the Plan during such Plan Year, not
         to exceed a maximum aggregate percentage contribution of five percent
         (5%);

                  (2) With respect to each Employee who becomes an Eligible
Employee after July 26, 1999 (the "New Eligible Employees"), for each Plan Year,
the Company may contribute on behalf of each New Eligible Employee who is a
Participant an amount equal to a certain percentage of such Participant's Salary
payable for the period in which he or she is a Participant in the Plan during
such Plan Year, where such percentage may be based upon such Participant's
Eligible Years of Service with the Company as of the first day of such Plan Year
in accordance with the following table:




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             ELIGIBLE YEARS OF SERVICE                CONTRIBUTION
           AS OF FIRST DAY OF PLAN YEAR                PERCENTAGE
         --------------------------------        -----------------------

                    less than 1                            2%
            1 or more but less than 2                      3%
            2 or more but less than 3                      4%
                    3 or more                              5%

                  (3) With respect to a Participant who incurs a
Break-in-Service with the Company or its subsidiaries or affiliates, in the
event that he or she becomes a Participant in the Plan again, such Participant
shall be considered a New Participant for purposes of subsection 3.2(a) hereof.

         (b) A Company may, but is not required to, for any Plan Year award to
any Eligible Employee or Eligible Employees an additional percentage of his or
her Salary or other amount. The determination of whether, and what percentage or
amount, to so award for a Plan Year shall be determined by the Company and need
not be uniform among Participants.

         (c) Any contributions made by the Company on behalf of a Participant
pursuant to this Section 3.2 shall be considered "Company Contribution Amounts."

3.3.     INVESTMENT ELECTIONS.

         (a) For each Plan Year, the Participant shall designate the Investment
Alternatives in which amounts credited to the Participant's Account with respect
to such Plan Year will be deemed to be invested for purposes of determining the
amount of earnings to be credited to the Participant's Accounts. The Investment
Alternatives from which the Participant shall make such designation shall be
selected by the Committee. The designation shall be made on a form provided to
the Participant by the Committee. The Committee may from time to time eliminate
or add new Investment Alternatives and shall communicate any eliminations or
additions to Participants.

         In making the designation pursuant to this Section 3.3, the Participant
may specify that all or any multiple of the aggregate of amounts deferred and
Company Contribution Amounts (in whole-number percentages) be deemed to be
invested in an Investment Alternative. Effective as of the end of any calendar
quarter, a Participant may change the designation made under this Section 3.3 by
filing an election, on a form provided by the Committee, at least 5 days prior
to the end of any calendar month. Any change of designation shall specify that
all or any multiple of the aggregate amounts covered by the designation being
changed (in whole-number percentages) be deemed to be invested in another
Investment Alternative. If a Participant fails to elect an Investment
Alternative under this Section 3.3, he or she shall be deemed to have elected an
Investment Alternative designated by the Committee on the Investment Election
designation form provided to the Participant. The Committee may adopt such
further rules applicable to a Participant's designation or change of designation
of Investment Alternatives.

         (b) The Committee may, but is not required to, direct the Trustee to
invest amounts credited to the Participant's Accounts in accordance with the
Investment Alternative designations of the Participant.



                                       7
<PAGE>



                                   ARTICLE IV
                                    ACCOUNTS

4.1.     DEFERRAL ACCOUNT.

         The Committee shall establish and maintain a Deferral Account for each
Participant under the Plan. Each Participant's Deferral Account shall be further
divided into separate subaccounts ("Fund Subaccounts"), each of which
corresponds to an Investment Alternative elected by the Participant pursuant to
Section 3.3(a). A Participant's Deferral Account shall be credited as follows:

         (a) As of the last day of each month (or as soon thereafter as is
administratively feasible) the Committee shall credit the Fund Subaccounts of
the Participant's Deferral Account with an amount equal to Salary deferred by
the Participant during each pay period ending in that month in accordance with
the Participant's election under Section 3.3(a); that is, the portion of the
Participant's deferred Salary that the Participant has elected to be deemed to
be invested in a certain type of fund shall be credited to the Fund Subaccount
corresponding to that Investment Alternative;

          (b) As of the last day of the month (or as soon thereafter as is
administratively feasible) coincident with or next following the date on which
the Bonus or partial Bonus would have been paid, the Committee shall credit the
Fund Subaccounts of the Participant's Deferral Account with an amount equal to
the portion of the Bonus deferred by the Participant's election under Section
3.3(a); that is, the portion of the Participant's deferred Bonus that the
Participant has elected to be deemed to be invested in a particular Investment
Alternative shall be credited to the Fund Subaccount corresponding to that
Investment Alternative; and

          (c) As of the last day of each month (or such additional day or days
as the Committee may direct) each Fund Subaccount of a Participant's Deferral
Account shall be credited with earnings or losses or appreciation or
depreciation in an amount equal to that determined by multiplying the balance
credited to such Fund Subaccount as of the last day of the previous month by the
net investment return for the Investment Alternative selected by the Participant
pursuant to Section 3.3(a).

4.2.     COMPANY CONTRIBUTION ACCOUNT.

         The Committee shall establish and maintain a Company Contribution
Account for each Participant under the Plan. Each Participant's Company
Contribution Account shall be further divided into separate Fund Subaccounts,
each of which corresponds to an Investment Alternative elected by the
Participant pursuant to Section 3.3(a). A Participant's Company Contribution
Account shall be credited as follows:

         (a) As of the last day of each month (or soon thereafter as is
administratively feasible) (the "Contribution Date"), the Committee shall credit
the Fund Subaccounts of the Participant's Company Contribution Account with an
amount equal to the Company Contribution Amount, if any, applicable to that
Participant pursuant to Section 3.3(a); that is, the portion of the Company
Contribution Amount, if any, which the Participant elected to be deemed to be
invested in a certain type of Investment Alternative shall be credited to the
corresponding Fund Subaccount; and



                                       8
<PAGE>


         (b) As of the last day of each month (or such additional day or days as
the Committee may direct), each Fund Subaccount of a Participant's Company
Contribution Account shall be credited with earnings or losses or appreciation
or depreciation in an amount equal to that determined by multiplying the balance
credited to such Fund Subaccount as of the last day of the previous month by the
net investment return for the corresponding Investment Alternative selected by
the Participant pursuant to Section 3.3(a).

                                    ARTICLE V
                                     VESTING

5.1.     DEFERRAL ACCOUNT.

         Subject to Sections 6.3, 6.4 and 6.6, a Participant's Deferral Account
shall be 100% vested at all times.

5.2.     COMPANY CONTRIBUTION ACCOUNT.

         Subject to Sections 6.3, 6.4 and 6.6, a Participant's Company
Contribution Account shall be 100% vested at all times.

                                   ARTICLE VI
                                  DISTRIBUTIONS

6.1.     DISTRIBUTION OF BENEFITS.

         (a) TERMINATION OF EMPLOYMENT DUE TO RETIREMENT OR DISABILITY. In the
case of a Participant whose employment with the Company is terminated after
either (i) attainment of age 55 or completion of 10 Years of Service, or (ii) as
the result of a Disability, the vested portion of his or her Accounts shall be
paid to the Participant (and after his or her death to his or her Beneficiary)
in the form of substantially equal quarterly installments over 10 years
beginning on his or her Payment Eligibility Date (or as soon thereafter as is
administratively feasible). Notwithstanding the foregoing, a Participant
described in the preceding sentence may elect one of the following optional
forms of distribution provided that his or her election is filed with the
Committee at least one year prior to his or her Payment Eligibility Date:

                  (1) a cash lump sum payable on the Participant's Payment
Eligibility Date (or as soon thereafter as is administratively feasible), or

                  (2) substantially equal quarterly installments over five (5)
or fifteen (15) years beginning on the Participant's Payment Eligibility Date
(or as soon thereafter as is administratively feasible).

         Notwithstanding this subsection, if the value of the vested portion of
the Participant's Accounts as of the last day of the month immediately preceding
the Payment Eligibility Date is $25,000 or less, then such vested portion shall
automatically be distributed in the form of a cash lump sum on the Participant's
Payment Eligibility Date (or as soon thereafter as is administratively



                                       9
<PAGE>

feasible). The Participant's Accounts shall continue to be credited with
earnings pursuant to Section 4.1 of the Plan until all vested amounts credited
to his or her Accounts under the Plan have been distributed.

         For all purposes under this Plan, a Participant shall not be considered
terminated from employment if the Participant remains employed by another
Company or by a member of the Company's controlled group of corporations (within
the meaning of Section 414(b) of the Code but by substituting "more than 50
percent" for "at least 80 percent" each place it appears in such section,
Section 1563(a) of the Code and the regulations under either such section) or by
a member of a group of trades or businesses which are under common control
(within the meaning of Section 414(c) of the Code but by substituting "more than
50 percent" for "at least 80 percent" each place it appears in such section,
Section 1563(a) of the Code and the regulations under either such section) which
includes the Company which last employed the Participant. However, if the
Participant is employed by an entity which is a member of a group described in
the preceding sentence and such entity ceases to be a member of such group as a
result of a sale or other reorganization, such sale or other reorganization
shall be treated as a termination of employment unless immediately following
such event and without any break in employment the Participant is employed by a
Company or another entity which is a member of a group described in the
preceding sentence which includes a Company and such entity assumes liability
for the payment of benefits of the Participant.

         (b) TERMINATION OF EMPLOYMENT FOR REASONS OTHER THAN RETIREMENT,
DISABILITY OR DEATH. In the case of a Participant who terminates employment with
the Company prior to either the attainment of age 55 or completion of 10 Years
of Service, and for reasons other than Disability or death, the vested portion
of the Participant's Accounts shall be paid to the Participant in the form of a
cash lump sum on the Participant's Payment Eligibility Date (or as soon
thereafter as is administratively feasible). Notwithstanding the foregoing, if
the Participant's employment with the Company is terminated without Cause, the
Committee shall determine, in its sole discretion, whether the vested portion of
the Participant's Accounts shall be paid to the Participant in a lump sum
distribution or in monthly installment payments as provided in subsection 6.1(a)
hereof. For purposes of this Plan, "Cause" shall mean shall mean the termination
of the Participant's employment by reason of the Participant's willful
misconduct or gross negligence.

         (c) DEATH.

                  (1) In the case of a Participant who dies while employed by
the Company, amounts credited to the Participant's Accounts shall be paid to the
Participant's Beneficiary in a lump sum as soon as administratively feasible
following the death of the Participant. In addition, in the event that a life
insurance policy (the "Policy") was purchased by the Company or the Trust
insuring the life of the Participant, the Participant's designated beneficiary
shall be paid, in a lump sum, a death benefit in an amount equal to $250,000
(the "Death Benefit") as soon as is administratively feasible after the death of
the Participant. The Participant shall have the right to designate and change
such beneficiary (which need not be his or her Beneficiary) at any time on a
form provided by and filed with the insurance carrier. If no such form is on
file with the insurance carrier, the Death Benefit shall be paid to the
Beneficiary. Notwithstanding the foregoing, the Death Benefit payable under this
paragraph (1) shall only be paid if the insurance carrier agrees that the
Participant is insurable and shall be subject to all terms and conditions set



                                       10
<PAGE>

forth in the applicable Policy. Notwithstanding anything to the contrary herein
or in any other document, the Company shall not have any obligation to pay the
Participant or his or her beneficiary the Death Benefit described in this
paragraph (1); the Death Benefit due pursuant to this paragraph (1) shall be
payable solely from the proceeds of the Policy, if any. Furthermore, the Company
is not obligated to maintain the Policy and no Death Benefit shall be payable
hereunder if the Company has discontinued the Policy for the Participant. In
addition, no Policy shall be allocated to any Account hereunder.

                  (2) If a Participant dies after terminating employment with
the Company while receiving installment payments of his or her Accounts, the
balance of the Participant's Accounts will continue to be paid in the same form
to the Participant's Beneficiary, or, in the discretion of the Committee, to the
Participant's Beneficiary in the form of a lump sum as soon as is
administratively feasible.

                  (3) If a Participant dies after terminating employment with
the Company but prior to receiving any amounts credited to his or her Accounts,
the Participant's Beneficiary shall receive in a lump sum all amounts credited
to the Participant's Accounts as soon as administratively feasible following the
death of the Participant.

         (d) CHANGE IN PAYMENT ELECTION. A Participant whose employment with a
Company has not been terminated may change his or her form of payment applicable
to the portion of the amounts credited to his or her Accounts attributable to
one or more Plan Years to one of the payment forms permitted by the Plan and, in
the case of any scheduled early distributions elected pursuant to Section 6.4,
may defer the scheduled distribution dates in accordance with Section 6.4;
provided, however, that the election shall not become effective until the first
day of the Plan Year immediately following the twelve month period commencing on
the date in which the change in election is made pursuant to this subsection
6.1(d). Notwithstanding the foregoing, a Participant's payment election with
respect to a given Plan Year may not be changed after payment of that portion of
the Account has been made or has begun.

6.2.     UNFORESEEABLE EMERGENCY WITHDRAWALS ("HARDSHIP WITHDRAWALS")

         (a) Upon the written request of a Participant and in the event the
Committee determines that an "unforeseeable emergency" has occurred with respect
to the Participant, the Participant may elect to (i) suspend any deferrals
required to be made by the Participant and/or (ii) receive a partial or full
payment from the Plan in accordance with subsection 6.2(b) hereof. For these
purposes, an "unforeseeable emergency" means a severe financial hardship
resulting from (1) a sudden and unexpected illness or accident of the
Participant or his or her dependent (as defined in Section 152(a) of the Code);
(2) loss of the Participant's property due to casualty; or (3) any other similar
extraordinary and unforeseeable circumstances arising out of an event beyond the
control of the Participant. The need to pay a Participant's child's tuition to
college and the desire to purchase a home shall not be considered unforeseeable
emergencies.




                                       11
<PAGE>

         (b) Payment under this Section 6.2 may be made only to the extent
reasonably needed to satisfy the emergency need, and may not be made to the
extent such hardship is or may be relieved: (1) through reimbursement or
compensation by insurance or otherwise; (2) by liquidation of the Participant's
assets to the extent that the liquidation of such assets would not itself cause
severe financial hardship or (3) by cessation of deferrals of Salary and/or
Bonus under the Plan.

         (c) Distribution pursuant to this Section 6.2 of less than the
Participant's entire Account balances shall be made pro rata from the Fund
Subaccounts of his or her Accounts according to the balances in such Fund
Subaccounts. Subject to the foregoing, payment of any amount with respect to
which a Participant has filed a request under this Section 6.2 shall be made as
soon as is administratively feasible after approval of such request by the
Committee.

6.3.     UNSCHEDULED EARLY DISTRIBUTIONS.

         A Participant shall be permitted to elect to withdraw amounts from his
or her Account prior to termination of employment with the Company ("Early
Distributions") subject to the following restrictions:

         (a) The election to take an Early Distribution of all or part of a
Participant's Account shall be made by filing a form provided by and filed with
the Committee prior to the end of any calendar month.

         (b) The amount of the Early Distribution actually paid to the
Participant shall in all cases equal 90% of the requested amount of the Early
Distribution, as 10% of the requested amount shall be permanently forfeited and
the Company shall have no obligation to the Participant or his or her
Beneficiary with respect to such forfeited amount. Such forfeited portion shall
be held in a suspense account and may be applied to reduce the Company
Contributions to be made by the Company for the Plan Year in which the
forfeiture occurs, in accordance with the decision of the Committee.

         (c) The amount described in subsection (b) above shall be paid in a
single cash lump sum as soon as practicable after the end of the calendar month
in which the Early Distribution election is made.

         (d) The minimum amount that a Participant may request to receive as an
Early Distribution shall be the lesser of : (i) $25,000, or (ii) the entire
Participant's Account balance.

         (e) If a Participant receives an Early Distribution, the following
rules will apply for the balance of the Plan Year and for the following Plan
Year: (1) the Participant will be ineligible to defer any Salary or Bonus for
any part of such Plan Years and (2) the Participant will not receive any award
of any Company Contribution Amount.

         (f) A distribution pursuant to this Section 6.3 of less than the
Participant's entire Account balance shall be made pro rata from the Fund
Subaccounts of his or her Accounts according to the balances in such Fund
Subaccounts.



                                       12
<PAGE>

6.4.     SCHEDULED EARLY DISTRIBUTIONS

         On the initial election form (the "Form"), the Participant may make an
irrevocable election to receive a payment, either as a lump sum or in the form
of quarterly installments payable over a period of two (2) to five (5) years, of
all or a portion of his or her Accounts paid on a future date while still
employed, provided the payment date is at least 2 years from the date that the
election form applicable to such Plan Year is received by the Committee. This
election shall apply to the Salary and/or Bonus deferred for the Plan Year
specified by the Participant on his or her Form and the earnings credited
thereto until the payment date. A Participant may elect a different payment date
for the Salary and/or Bonus deferred for each Plan Year. In addition, payment
dates elected pursuant to this Section 6.4 may be deferred by at least one year,
by filing with the Committee written notice at least one year prior to the
payment date to be deferred; provided, however, a payment date may not be
deferred a second time without the approval by the Committee. A distribution
pursuant to this Section 6.4 of less than the Participant's entire Account
balances shall be made pro rata from the Fund Subaccounts according to the
balances in such Fund Subaccounts. Notwithstanding the foregoing, if a
Participant terminates employment with a Company for any reason prior to the
date on which a payment is scheduled to be made pursuant to this Section 6.4,
the Participant's entire Account balances will be paid pursuant to the
provisions of Section 6.1.

6.5.     CHANGE OF CONTROL.

         In the event of a Change of Control, the full amount of the
Participant's Accounts shall be distributed to the Participant as soon as
administratively practicable following the Change of Control.

6.6.     INABILITY TO LOCATE PARTICIPANT.

         In the event that the Committee is unable to locate a Participant or
Beneficiary within two years following the Participant's Payment Eligibility
Date, the amount allocated to the Participant's Accounts shall be forfeited. If,
after such forfeiture, the Participant or Beneficiary later claims such benefit,
such benefit shall be reinstated without interest or earnings.

6.7.     TRUST.

         (a) Claire's Stores, Inc. shall establish a Trust which may be used to
pay for benefits arising under this Plan.

         (b) The Committee shall direct the Trustee to pay for benefits of the
Participant or his or her Beneficiary at the time and in the amount described in
this Article VI. In the event the amounts held under the Trust which are
attributable to contributions made by or on behalf of the Company are not
sufficient to provide the full amount payable to the Participant or Beneficiary,
such Company shall pay for the remainder of such amount at the time set forth in
Article VI.




                                       13
<PAGE>



                                   ARTICLE VII
                                 ADMINISTRATION

7.1.     COMMITTEE.

         A committee shall be appointed by, and serve at the pleasure of, the
Board. The number of members comprising the Committee shall be determined by the
Board which may from time to time vary the number of members. A member of the
Committee may resign by delivering a written notice of resignation to the Board.
The Board may remove any member by delivering a certified copy of its resolution
of removal to such member. Vacancies in the membership of the Committee shall be
filled promptly by the Board.

7.2.     COMMITTEE ACTION.

         The Committee shall act at meetings by affirmative vote of a majority
of the members of the Committee. Any action permitted to be taken at a meeting
may be taken without a meeting if, prior to such action, a written consent to
the action is signed by all members of the Committee and such written consent is
filed with the minutes of the proceedings of the Committee. A member of the
Committee shall not vote or act upon any matter which relates solely to himself
or herself as a Participant. The chairman or chairwoman any other member or
members of the Committee designated by the chairman or chairwoman may execute
any certificate or other written direction on behalf of the Committee.

7.3.     POWERS AND DUTIES OF THE COMMITTEE.

         The Committee, on behalf of the Participants and their Beneficiaries,
shall enforce the Plan in accordance with its terms, shall be charged with the
general administration of the Plan, and shall have all powers necessary to
accomplish its purposes, including, but not by way of limitation, the following:

         (a) To select Investment Alternatives in accordance with Section 3.3(b)
hereof;

         (b) To construe and interpret the terms and provisions of this Plan,
and to make all factual determinations relevant to the Plan;

         (c) To compute and certify to the amount and kind of benefits payable
to Participants and their Beneficiaries;

         (d) To maintain all records that may be necessary for the
administration of the Plan;

         (e) To provide for the disclosure of all information and the filing or
provision of all reports and statements to Participants, Beneficiaries or
governmental agencies as shall be required by law;

         (f) To make and publish such rules and procedures for the
administration of the Plan as are not inconsistent with the terms hereof;

         (g) To appoint a plan administrator or any other agent, and to delegate
to such administrator or agent such powers and duties in connection with the
administration of the Plan as the Committee may from time to time prescribe;




                                       14
<PAGE>

         (h) To direct and instruct the Trustee to the extent the Company is
authorized or required to do so under any document; and

         (i) To take all actions set forth in this Plan document.

7.4.     CONSTRUCTION AND INTERPRETATION.

         The Committee shall have full discretion to construe and interpret the
terms and provisions of this Plan, which interpretation or construction shall be
final and binding on all parties, including but not limited to the Company and
any Participant or Beneficiary. The Committee shall administer such terms and
provisions in a uniform and nondiscriminatory manner and in full accordance with
any and all laws applicable to the Plan.

7.5.     INFORMATION.

         To enable the Committee to perform its functions, the Company shall
supply full and timely information to the Committee on all matters relating to
the Salary and/or Bonus of all Participants, their death or other cause of
termination of employment, and such other pertinent facts as the Committee may
require.

7.6.     COMPENSATION, EXPENSES AND INDEMNITY.

         (a) The members of the Committee shall serve without compensation for
their services hereunder.

         (b) The Committee is authorized at the expense of the Company to employ
such legal counsel and other agents as it may deem advisable to assist in the
performance of its duties hereunder. Expenses and fees in connection with the
administration of the Plan shall be paid by the Company.

         (c) To the extent permitted by applicable law, the Company shall
indemnify and save harmless the Committee and each member thereof, the Board of
Directors and any delegate of the Committee who is an employee of the Company
against any and all expenses, liabilities and claims, including legal fees to
defend against such liabilities and claims arising out of their discharge in
good faith of responsibilities under or incident to the Plan, other than
expenses and liabilities arising out of willful misconduct. This indemnity shall
not preclude such further indemnities as may be available under insurance
purchased by the Company or provided by the Company under any bylaw, agreement
or otherwise, as such indemnities are permitted under state law.

7.7.     PERIODIC STATEMENTS.

         Under procedures established by the Committee, a Participant shall
receive a statement with respect to such Participant's Accounts as of each March
31, June 30, September 30 and December 31, or as of such additional day or days
as the Committee in its discretion shall determine.



                                       15
<PAGE>


7.8.     DISPUTES.

         (a) A person who believes that he or she is being denied a benefit to
which he or she is entitled under the Plan (hereinafter referred to as
"Claimant") may file a written request for such benefit with the Committee,
setting forth his or her claim.

         (b) Upon receipt of a claim, the Committee shall advise the Claimant
that a reply will be forthcoming within ninety (90) days and shall, in fact,
deliver such reply within such period. The Committee may, however, extend the
reply period for an additional ninety (90) days for special circumstances.

         If the claim is denied in whole or in part, the Committee shall inform
the Claimant in writing, using language calculated to be understood by the
Claimant, setting forth: (1) the specific reason or reasons for such denial; (2)
the specific reference to pertinent provisions of the Plan on which such denial
is based; (3) a description of any additional material or information necessary
for the Claimant to perfect his or her claim and an explanation why such
material or such information is necessary; (4) appropriate information as to the
steps to be taken if the Claimant wishes to submit the claim for review; and (5)
the time limits for requesting a review under subsection (c).

         (c) Within sixty (60) days after the receipt by the Claimant of the
written opinion described above, the Claimant may make a request in writing for
review of the determination of the Committee. Such request must be addressed to
the Committee. The Claimant or his or her duly authorized representative may,
but need not, review the pertinent documents and submit issues and comments in
writing for consideration by the Committee. If the Claimant does not request a
review within such sixty (60) day period, he or she shall be barred and stopped
from challenging the Committee's determination.

         (d) Within sixty (60) days after the Committee's receipt of a request
for review, the Committee shall review the request after considering all
materials presented by the Claimant. The Committee will inform the Claimant in
writing, in a manner calculated to be understood by the Claimant, of its
decision setting forth the specific reasons for the decision and containing
specific references to the pertinent provisions of the Plan on which the
decision is based. If special circumstances require that the sixty (60) day time
period be extended, the Committee will so notify the Claimant and will render
the decision as soon as possible, but no later than one hundred twenty (120)
days after receipt of the request for review.

                                  ARTICLE VIII
                                  MISCELLANEOUS

8.1.     UNSECURED GENERAL CREDITOR.

         Participants and their Beneficiaries, heirs, successors, and assigns
shall have no legal or equitable rights, claims, or interest in any specific
property or assets of the Company or the Trust. Any and all of the Company's



                                       16
<PAGE>

assets and the Trust assets which are attributable to amounts paid into the
Trust by the Company shall be, and remain, the general unpledged, unrestricted
assets of the Company, which shall be subject to the claims of the Company's
general creditors. The Company's obligation under the Plan shall be merely that
of an unfunded and unsecured promise of the Company to pay money in the future,
and the rights of the Participants and Beneficiaries shall be no greater than
those of unsecured general creditors. It is the intention of the Company that
the Plan (and the Trust described in Section 6.6) be unfunded for purposes of
the Code and for purposes of Title I of ERISA.

8.2.     NO GUARANTEE OF BENEFITS.

         Nothing contained in this Plan shall constitute a guaranty by the
Company or any other entity that the assets of the Company will be sufficient to
pay any benefit hereunder.

8.3.     RESTRICTION AGAINST ASSIGNMENT.

         The Committee shall direct payment of all amounts payable hereunder
only to the person or persons designated by the Plan and not to any other
person. No part of a Participant's Accounts shall be liable for the debts,
contracts, or engagements of any Participant, his or her Beneficiary, or
successors in interest, nor shall a Participant's Accounts be subject to
execution by levy, attachment, or garnishment or by any other legal or equitable
proceeding, nor shall any Participant, Beneficiary or successor in interest have
any right to alienate, anticipate, sell, transfer, commute, pledge, encumber, or
assign any benefits or payments hereunder in any manner whatsoever. If any
Participant, Beneficiary or successor in interest is adjudicated bankrupt or
purports to anticipate, alienate, sell, transfer, commute, assign, pledge,
encumber or charge any distribution or payment from the Plan, voluntarily or
involuntarily, the Committee, in its discretion, may cancel such distribution or
payment (or any part thereof) to or for the benefit of such Participant,
Beneficiary or successor in interest in such manner as the Committee shall
direct

8.4.     WITHHOLDING.

         There shall be deducted from each payment made under the Plan or any
other compensation payable to the Participant or Beneficiary all taxes which are
required to be withheld by a Company in respect to such payment. The Company
shall have the right to reduce any payment (or compensation), and the Committee
shall have the right to direct reduction of any payment, by the amount of cash
sufficient to provide the amount of said taxes.

8.5.     NOTICE OF ADDRESS.

         Each individual entitled to a benefit under the Plan must file with the
Company, in writing, his or her post office address and each change of post
office address which occurs between the date of his or her termination of
employment with the Company and the date he or she ceases to be a Participant.
Any communication, statement or notice addressed to such individual at his or
her latest reported office address will be binding upon him or her for all
purposes of the Plan and neither the Committee nor the Company shall be obliged
to search for or ascertain his or her whereabouts.



                                       17
<PAGE>

8.6.     NOTICES.

         Any notice required or permitted to be given hereunder to a Participant
or Beneficiary will be properly given if delivered or mailed, postage prepaid,
to the Participant or Beneficiary at his or her last post office address as
shown on the Company's records. Any notice to the Committee or the Company shall
be properly given or filed upon receipt by the Committee or the Company at such
address as may be specified from time to time by the Committee.

8.7.     EMPLOYER-EMPLOYEE RELATIONSHIP.

         The establishment of this Plan shall not be construed as conferring any
legal or other rights upon any Employee or any individual for a continuation of
employment, nor shall it interfere with the rights of the Company to discharge
any Employee or otherwise act with relation to him or her.

8.8.     AMENDMENT, MODIFICATION, SUSPENSION OR TERMINATION.

         The Committee may amend, modify, suspend or terminate the Plan in
whole or in part, except that no amendment, modification, suspension or
termination shall have any retroactive effect to reduce any amounts allocated to
a Participant's Accounts. In the event that this Plan is terminated, the amounts
allocated to a Participant's Accounts (regardless of whether such amounts had
become vested) shall be distributed to the Participant or, in the event of his
or her death, his or her Beneficiary in a lump sum within thirty (30) days
following the date of termination.

8.9.     GOVERNING LAW.

         This Plan shall be construed, governed and administered in accordance
with applicable provisions of ERISA and, to the extent not preempted by
applicable federal law, the laws of the State of Florida.

8.10.    RECEIPT OR RELEASE.

         Any payment to a Participant or the Participant's Beneficiary in
accordance with the provisions of the Plan shall to the extent thereof, be in
full satisfaction of all claims arising under, or with respect to, the Plan
against the Committee and the Company. The Committee may require such
Participant or Beneficiary, as a condition precedent to such payment, to execute
a receipt and release to such effect.


         IN WITNESS WHEREOF, Claire's Stores, Inc. has caused the Plan to be
executed on this 26th day of July, 1999.

                                  CLAIRE'S STORES, INC.

                                  By:  /s/ JOSEPH A. DEFALCO, JR.
                                       ---------------------------------------
                                  Name:  Joseph A. DeFalco, Jr.
                                  Title:  Vice President - Human Resources


                                       18
<PAGE>

                             FIRST AMENDMENT TO THE
           CLAIRE'S STORES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN

         THIS FIRST AMENDMENT, effective as of July 26, 1999, by CLAIRE'S
STORES, INC. (the "Company") to the CLAIRE'S STORES, INC. MANAGEMENT DEFERRED
COMPENSATION PLAN (the "Plan").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company did establish the Plan for the sole and exclusive
benefit of its eligible participants and their respective beneficiaries under
the terms and provisions of the Internal Revenue Code of 1986, as amended, and

         WHEREAS, pursuant to Section 8.8, the Company reserved the right to
amend said Plan;

         NOW, THEREFORE, effective as of July 26, 1999, the Plan shall be
amended as follows:

1.       Section 3.1(d)(2) is hereby amended to read as follows:

                  "(2) the initial election to defer his or her Bonus must be
                  filed by November 15, 1999 in order for the deferral to be
                  effective for the Bonus earned during the 1999 calendar year."

2.       The second sentence of the second paragraph of Section 3.3(a) is hereby
         amended to read as follows:

                  "Effective as of the end of any calendar month, a Participant
                  may change the designation made under this Section 3.3 by
                  filing an election, on a form provided by the Committee, at
                  least 5 days prior to the end of any calendar month."

3.       Section 5.1 is hereby amended to read as follows:

                  "Subject to Sections 6.3 and 6.6 hereof, a Participant's
                  Deferral Account shall be 100% vested at all times."

4.       Section 5.2 is hereby amended to read as follows:

                  "Subject to Sections 6.3 and 6.6 hereof, a Participant's
                  Company Contribution Account shall be 100% vested at all
                  times."


5.       In all other respects, the Plan shall remain unchanged by this
         Amendment.


<PAGE>

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed the day and year first above written.

                                       CLAIRE'S STORES, INC.

Dated:  JULY 26, 1999                  By:  /s/ JOSEPH A. DEFALCO, JR.
       ----------------------            -----------------------------
                                       Name:  Joseph A. DeFalco, Jr.
                                       Title:  Vice President - Human Resources


<PAGE>

                             SECOND AMENDMENT TO THE
           CLAIRE'S STORES, INC. MANAGEMENT DEFERRED COMPENSATION PLAN

         THIS SECOND AMENDMENT, effective as of January 1, 2001, by CLAIRE'S
STORES, INC. (the "Company") to the CLAIRE'S STORES, INC. MANAGEMENT DEFERRED
COMPENSATION PLAN (the "Plan").

                              W I T N E S S E T H:
                              - - - - - - - - - -

         WHEREAS, the Company did establish the Plan for the sole and exclusive
benefit of its eligible participants and their respective beneficiaries under
the terms and provisions of the Internal Revenue Code of 1986, as amended, and

         WHEREAS, pursuant to Section 8.8, the Company reserved the right to
amend said Plan;

         NOW, THEREFORE, effective as of January 1, 2001, the Plan shall be
amended as follows:

1.       Section 1.2(v) is hereby deleted and replaced in its entirety with the
         following:

                  "Salary" shall mean the Participant's base salary paid by the
                  Company. Salary for purposes of the Plan shall be determined
                  without regard to any reduction (1) for any salary deferral
                  contributions to a plan qualified under Section 125 or Section
                  401(k) of the Code, or (2) pursuant to any deferral election
                  in accordance with Article III of the Plan."

2.       In all other respects, the Plan shall remain unchanged by this
         Amendment.

         IN WITNESS WHEREOF, the Company has caused this instrument to be
executed the day and year first above written.

                                        CLAIRE'S STORES, INC.

Dated:  JANUARY 1, 2001                 By:  /s/ JOSEPH A. DEFALCO, JR.
       -----------------------               --------------------------
                                        Name:  Joseph A. DeFalco, Jr.
                                        Title:  Vice President - Human Resources