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Exhibit 10.3
 
 GSI Commerce, Inc.
 Leadership Team Deferral Plan




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Contents
 PageArticle 1.
    
    Plan Effective Date and Purpose
    
    
    1Article 2.
    
    Definitions
    
    
    1-6Article 3.
    
    Administration
    
    
    6Article 4.
    
    Eligibility and Participation
    
    
    6-7Article 5.
    
    Elective Deferrals
    
    
    8-10Article 6.
    
    Discretionary Awards
    
    
    10Article 7.
    
    Distribution Rules
    
    
    10-11Article 8.
    
    Acceleration of Payments
    
    
    12Article 9.
    
    Deferred Compensation Accounts
    
    
    13-14Article 10.
    
    Rights of Participants
    
    
    14Article 11.
    
    Withholding of Taxes
    
    
    15Article 12.
    
    Amendment and Termination
    
    
    15-16Article 13.
    
    Miscellaneous
    
    
    16-17Appendices A&B.




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GSI Commerce, Inc.
Leadership Team Deferral Plan
 (As amended and restated effective effective March 5, 2008)
 Article 1. Plan Effective Date and Purpose
 Effective Date
 Purpose
 Article 2. Definitions
 Account Balance Plan
 Affiliate
 Board
 Bonus
 Change in Control
  1




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Subject Person
    Incumbent Board
  Code
 Committee
 2




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Company
 Company Stock Measurement Fund
 Compensation
 Dependent
 Disability
 Discretionary Award
 Election Form
 Elective Cash Deferral Account
 Entity
 ERISA
 Exchange Act
 Exchange Act Person
 3




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Key Employee st Key Employee
Identification Date
     Measurement Fund
 Non-Elective Account
 Own Owned Owner Ownership
 Participant
 Participant Account
 Performance-Based Compensation
 4




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Plan
 Plan Year Year
 RSU Account
 RSU Award
 RSU Deferral Amount
 Salary
 Section 409A
 Securities Act
 Specified Date
 Specified Date Deferral Election
 Specified Employee st
 Termination of Service
  5




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Unforeseeable Emergency
 Article 3. Administration
 The Committee
 6




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Authority of the Committee
 Guidelines
 Decisions Binding
 Claim Procedures
 Article 4. Eligibility and Participation
 Eligibility
 Participation
 Initial Year Participation Elections
 7




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Subsequent Year Participation Elections
 Deferral of RSU Awards
 Participation Election Irrevocability, Duration and Changes
 No Right to Participate
 Article 5. Elective Deferrals
 Amount That May Be Deferred
 Timing of Deferral Elections and Withholding
 8




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Deferrals of Performance-Based Compensation
 Content of Deferral Election
     Length of Deferral
   9




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Payment of Deferred Amounts
    10




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Form of Payout
 Article 6. Discretionary Awards
 Discretionary Deferred Cash Awards
 Deferred Period
 Vesting Requirements
 Article 7. Vesting
 Vesting of Elective Cash Deferral Account
 Vesting of Non-Elective Account
 11




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Vesting of RSU Account
 Article 8. Distribution Rules.
 Payments to Specified Employees Upon Termination of Service
 Unforeseeable Emergency Distributions
 Delay of Distributions to Preserve Section 162(m) Deduction
 12




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No Discretionary Distributions
 Article 9. Acceleration of Payments.
  Domestic Relations Order.
 Compliance with Ethics Agreements and Legal Requirements
 De Minimis Amounts
 Federal Insurance Contributions Act FICA
Amount
 Section 409A Additional Tax.
 Corporate Events
 13




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Offset
 Article 10. Deferred Compensation Accounts
 Participant Accounts
 Investment Gains and Losses
 Hypothetical Investment Choices
  Phantom Investment Alternative
 Selection and Reallocation of Hypothetical Investment Choices
  14




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Company Stock Measurement Fund
 Amounts Invested in the Company Stock Measurement Fund
 Change In Company Shares
 Charges Against Accounts
 Article 11. Rights of Participants
 Contractual Obligation
 15




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Unsecured Interest
 Authorization for Trust
 Employment
 Ownership of Life Insurance Policies
 Satisfaction of Claims
 Article 12. Withholding of Taxes
    16




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Article 13. Securities Laws Compliance
 Designation of Participants
 Action by Committee
 Compliance with Section 16
 Article 14. Amendment and Termination
  17




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Article 15. Miscellaneous
 Notice
 Nontransferability
 Severability
 Costs of the Plan
 Furnishing Information
 Status under ERISA
 18




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Applicable Law
 Successors
 Scriveners Error
 Compliance with Section 409A
 Disclaimer
 19




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Appendix A  Claims Procedures
  (a) Applications for Benefits and Inquiries
 (b) Adverse Benefit Determination
 (i)
 (ii)
 (iii)
 (iv)
   (c) Request for a Review
  1




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(d) Decision on Review
 (e) Denial of Appeal
 (i)
 (ii)
 (iii)
 (iv)
 (f) Rules and Procedures
 (g) Exhaustion of Remedies
 2




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Appendix B  Disability Claims Procedures
  1. Definitions.
 A. Adverse Benefit Determination
   B. Authorized Representative
 C. Claimant
 D. Disability Claim
 E. Health Care Professional
 F. Relevant Records




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2. Claims Procedure- Disability Claims.
   3. Calculating Time Periods For Claims Procedure.
 4. Notice of Benefit Determination.
  A.
 B.
 C.




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D.
 E.
 5. Review Procedure.
  A.
 B.
    6. Timing of Notice of Benefit Determination on Review.




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7. Calculating Time Periods for Review Procedure.
 8. Notice of Benefit Determination on Review.
  A.
 B.
 C.
 D.
 E.
 9. Administration.
 10. Exhaustion of Remedies.