AMENDMENT 2008-1
TO THE
EMPLOYMENT AGREEMENT
 THIS AMENDMENT 2008-1
 RECITALS
   NOW, THEREFORE
 1.
    
    The language as soon as practicable in Sections 5.1, 5.2 and 5.3 shall hereby be
replaced with within 60 days.2.
    
    The second sentence in Section 5.4 is hereby deleted and replaced in its entirety
to read as follows:Notwithstanding the foregoing, Executive shall be entitled to the following payments and
benefits upon such termination by Employer without Cause:




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3.
    
    Section 5.8 is hereby deleted in its entirety and replaced with the following:This Agreement shall be interpreted to avoid any penalty sanctions under Section 409A of
the Code. If any payment or benefit cannot be provided or made at the time specified
herein without incurring sanctions under Section 409A, then such benefit or payment shall
be provided in full at the earliest time thereafter when such sanctions will not be
imposed. For purposes of Section 409A of the Code, all payments to be made upon a
termination of employment under this Agreement may only be made upon a separation from
service within the meaning of such term under Section 409A of the Code, each payment made
under this Agreement shall be treated as a separate payment and the right to a series of
installment payments under this Agreement is to be treated as a right to a series of
separate payments. In no event shall Executive, directly or indirectly, designate the
calendar year of payment. All reimbursements and in-kind benefits provided under this
Agreement shall be made or provided in accordance with the requirements of Section 409A,
including, where applicable, the requirement that (i) any reimbursement is for expenses
incurred during Executives lifetime (or during a shorter period of time specified in this
Agreement), (ii) the amount of expenses eligible for reimbursement, or in-kind benefits
provided, during a calendar year may not affect the expenses eligible for reimbursement,
or in-kind benefits to be provided, in any other calendar year, (iii) the reimbursement of
an eligible expense will be made on or before the last day of the calendar year following
the year in which the expense is incurred, and (iv) the right to reimbursement or in-kind
benefits is not subject to liquidation or exchange for another benefit. Any tax gross up
payments to be made hereunder shall be made not later than the end of Executives taxable
year next following Executives taxable year in which the related taxes are remitted to
the taxing authority. Benefits payable under this Agreement will be subject to the
distribution requirements of Section 409A(a)(2)(A) of the Code, including, without
limitation, the requirement of Section 409A(a)(2)(B)(i) of the Code that payment to
Executive be delayed until six (6) months after separation from service if Executive is a
specified employee within the meaning of the aforesaid Section of the Code at the time
of such separation from service. If Executive dies during the postponement period prior
to the payment of
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postponed amount, the amounts withheld on account of Section 409A of the Code shall be
paid to the personal representative of Executives estate within sixty (60) days after the
date of Executives death.
 4.
    
    The language unless Executive elects in writing a different order in the second
to last sentence in the first paragraph of Section 5.9 and the language unless Executive
elects in writing a different order for cancellation in the last sentence in the first
paragraph of Section 5.9 is hereby deleted in its entirety.5.
    
    In all respects not modified by this Amendment 2008-1, the Employment Agreement is
hereby ratified and confirmed.6.
    
    This Amendment 2008-1 shall be governed by and construed in accordance with the
domestic laws of the Commonwealth of Pennsylvania, without giving effect to any choice or
conflict of law provisions thereof.7.
    
    This Amendment 2008-1 may be executed in one or more counterparts, each of which
shall be deemed and original but all of which together will constitute one and the same
instrument.
 Signature Page Follows
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IN WITNESS WHEREOF
 GSI COMMERCE, INC.By:
Name:
    
    /s/ Arthur H. Miller

Arthur H. MillerTitle:
    
    EVPEXECUTIVE/s/ Michael G. RubinMichael G. Rubin
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