exv10w5



 






Exhibit 10.5




FOURTH AMENDMENT

TO THE

MICHAELS STORES, INC. EMPLOYEES 401(k) PLAN

(As Amended and Restated Effective August 1, 1999)




      Michaels Stores, Inc., a Delaware corporation, pursuant to authority of the Board of
Directors, adopts the following amendments to the Michaels Stores, Inc. Employees 401(k) Plan (the
“Plan”), effective as of January 1, 2004:



      1. Section 3.1 of the Plan (“Salary Reduction Contributions”) is amended by the addition of
the following new subsection thereto:




(g) Effective as soon as the Administration Committee determines it is administratively
feasible to implement the provisions of this subsection, a Participant who will attain age
50 by the close of a Plan Year shall be eligible to make catch-up Salary Reduction
Contributions for such Plan Year in accordance with, and subject to the limitations of, Code
Section 414(v). Such catch-up Salary Reduction Contributions shall not be taken into
account for purposes of the provisions of the Plan implementing the required limitations of
Code Sections 402(g) and 415. The Plan shall not be treated as failing to satisfy the
provisions of the Plan implementing the requirements of Code Sections 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416 of the Code, as applicable, solely because of such catch-up
Salary Reduction Contributions.



      2. Subsection (b) of Section 4.1 of the Plan (“Employer Matching Contributions”) is amended in
its entirety by adding the following provision thereto:




Each Employer shall also make an additional Employer Matching Contribution with respect to
each Participant for whom Salary Reduction Contributions made during the Plan Year and
designated as catch-up Salary Reduction Contributions when made are determined not to be
catch-up Salary Reduction Contributions. The additional Employer Matching Contribution will
be the amount necessary to cause the Employer Matching Contributions for such Participant
for the Plan Year to be equal to the amount required by Section 4.1(a) calculated as if such
recharacterized Salary Reduction Contributions had been taken into account in the pay period
in which they were made.



      3. Section 4.1 of the Plan is further amended by the addition of a new subsection (c) thereto
to read as follows:




(c) For purposes of determining Employer Matching Contributions under Sections 4.1(a) and
4.1(b) above, catch-up Salary Reduction Contributions made pursuant to Section 3.1(g) shall
not be taken into account.



 








 





      4. Section 4.2 of the Plan is amended in its entirety to read as follows:




4.2 Timing of Employer Matching Contributions. With respect to Employer Matching
Contributions made pursuant to Sections 4.1(a) and 4.1(b), each Employer shall forward
Employer Matching Contributions to the Trustee for investment in the Trust Fund as soon as
administratively feasible after determining the amount of the Employer Matching
Contributions for the applicable pay period and Plan Year, respectively.



      Executed this 1st day of April, 2004.


	 	 	 	 	 
	 	MICHAELS STORES, INC.

 	 
	 	By:  	/s/ Sue Elliott
 	 
	 	 	Name:  	Sue Elliott 	 
	 	 	Title:  	SVP - Human Resources 	 
	 





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