PACIFIC SUNWEAR OF CALIFORNIA, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
 (As Amended and Restated Effective December 31, 2008)
 (This Version of the Plan Applies to Deferred Compensation Amounts that are Subject to Section 409A
of the Code)




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PACIFIC SUNWEAR OF CALIFORNIA, INC.
 EXECUTIVE DEFERRED COMPENSATION PLAN
 (As Amended and Restated Effective December 31, 2008) 1
     
 1
    
    This version of the Plan applies to amounts arising
from deferrals of compensation earned or determined after December 31, 2004,
and to amounts that vested after December 31, 2004. This version of the Plan
is intended to comply with Section 409A of the Code.




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ARTICLE I
 TITLE AND DEFINITIONS
 1.1
 Title.
  1.2  Definitions .
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ARTICLE II
 PARTICIPATION
 2.1  Participation .
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ARTICLE
III
 DEFERRAL ELECTIONS
 3.1  Elections to Defer Compensation .
 Election Period
 General Rule
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Changes to Deferral Election
 3.2  Investment Elections .
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3.3  Alternative Election Methods .
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ARTICLE IV
 ACCOUNTS
 4.1  Deferral Account .
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4.2  Company Contribution Account .
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ARTICLE V
 VESTING
 5.1
  Deferral Account.
  5.2
  Company Contribution Account.
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ARTICLE VI
 DISTRIBUTIONS
 6.1  Distribution of Deferred Compensation .
 In-Service Distributions
 Separation From Service for Reasons Other than Retirement
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Separation from Service Due to Retirement
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Qualifying
Change in Control
 Company Contribution Account
 Earnings Credits
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Changes to Deferral Elections
 6.2  Inability to Locate Participant .
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6.3  Payment by Trust .
  6.4  Hardship Distributions .
  6.5   Loans.
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6.6
  Disability.
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6.7 Permissible Distributions .
  6.8 Liability for Payment .
  6.9  Six-Month Delay in Payment for Specified Employees .
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ARTICLE VII
 DEATH BENEFITS
 7.1  [Reserved]
 7.2  Death Before or After Termination of Employment .
  7.3  Payment of Death Benefits .
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ARTICLE VIII
 ARBITRATION
 8.1  Arbitration .
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ARTICLE IX
 ADMINISTRATION
 9.1  Committee .
  9.2  Committee Action .
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9.3  Powers and Duties of the Committee .
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9.4  Construction and Interpretation .
  9.5  Information .
  9.6  Compensation, Expenses and Indemnity .
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9.7  Statements .
  9.8  Disputes .
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ARTICLE X
 MISCELLANEOUS
 10.1  Unsecured General Creditor .
  10.2  Restriction Against Assignment .
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10.3  Withholding .
  10.4  Amendment, Modification, Suspension or Termination .
  10.5  Governing Law .
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10.6  Payments on Behalf of Persons Under Incapacity .
  10.7  Headings, etc. Not Part of Agreement .
  10.8  Section 409A .
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PACIFIC SUNWEAR OF CALIFORNIA, INC.By:Its: 41