exv10w4w2



 








EXHIBIT 10.4.2




FIRST AMENDMENT

TO THE

PIER 1 BENEFIT RESTORATION PLAN




     WHEREAS, PIER 1 IMPORTS, INC. (the “Company”) has heretofore adopted the PIER 1 BENEFIT
RESTORATION PLAN; and



     WHEREAS, such plan was amended and restated effective July 1, 1995 (such amended and restated
plan herein the “Plan”); and



     WHEREAS, the Company desires to amend the Plan’s definition of “Board of Directors” contained
in Section 2.02 of the Plan to state the applicable company as Pier 1 Imports, Inc.; and



     WHEREAS, the Company desires to amend the Plan’s definition of “Company” contained in Section
2.06 of the Plan to include wholly owned non-corporate business trust(s) of the Company;



     NOW, THEREFORE pursuant to Section 11.04 of the Plan, effective October 1, 1996, the Plan is
amended as follows:




	 	1.  	Section 2.02 of the Plan is amended to read as follows:
	 
	 	   	Board of Directors. The term “Board of Directors” shall mean the Board of
Directors of Pier 1 Imports, Inc.
	 
	 	2.  	Section 2.06 of the Plan is amended to read as follows:
	 
	 	   	Company. “Company” shall mean and include the “Employer” and/or
“Participating Affiliate” as such terms are defined in the Pier 1 Associates’ 401(k)
Plan.





     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the stated
effective date.



	 	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	E. Mitchell Weatherly
	

	 	 	 	Senior Vice President






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SECOND AMENDMENT

TO THE

PIER 1 BENEFIT RESTORATION PLAN




     WHEREAS, PIER 1 IMPORTS, INC. (the “Company”) has heretofore adopted the PIER 1 BENEFIT
RESTORATION PLAN; and



     WHEREAS, such plan was amended and restated effective July 1, 1995 (such amended and restated
plan herein the “Plan”); and



     WHEREAS, the Plan was amended effective October 1, 1996, by the First Amendment to the Pier 1
Benefit Restoration Plan; and



     WHEREAS, the Plan as amended is hereinafter referred to as the Plan; and



     WHEREAS, the Company desires to further amend the Plan with respect to Plan distributions;



     NOW, THEREFORE pursuant to Section 11.04 of the Plan, effective July 1, 1997, the Plan is
amended as follows:




	 	1.  	Section 6.01 of the Plan is deleted in its entirety and the following language
is substituted in its place:
	 
	 	   	Section 6.01 Distributions. As soon as practicable following the
termination of a Participant’s employment with the Company for any reason (i) the
value (determined as of the date of termination) of such Participant’s vested
interest in his Restoration Account balance shall be paid to him, plus interest
accrued on such amount through the date of distribution, and (ii) the non-vested
portion of a Participant’s Restoration Account balance, if any, plus interest earned
and accrued on such amount shall be forfeited.




2









 






	 	   	Prior to termination of his employment with the Company, a Participant may at any
time elect a “cash-out” distribution equal to ninety percent (90%) of the value
(determined as of the last day of the Plan Quarter immediately preceding a
“cash-out” distribution request) of such Participant’s vested interest in his
Restoration Account balance. Such “cash-out” distribution shall be made as soon as
administratively practical after the Participant has submitted a request in writing
to the Committee that such distribution be made. All other amounts to which
Participant shall be entitled including the remaining ten percent (10%) balance of
the Participant’s vested interest in his Restoration Account balance along with
interest earned on such amount and interest on the Restoration Account balance
accrued after, and Participant deferred compensation and Company matching
contributions made after valuation of such account for purposes of the “cash-out”
shall be forfeited, notwithstanding Section 6.02 of the Plan. If a Participant who
elects such a “cash-out” distribution is not fully vested in his Restoration Account
balance, then in addition to the above forfeitures, the non-vested portion of such
account shall be forfeited along with all earned and accrued interest on such
account.
	 
	 	   	Any Participant who elects “cash-out” distribution of his Restoration Account
balance pursuant to this Section 6.01 shall not be eligible to participate in the
Plan again until the first day of any Plan Quarter following the expiration of
twelve (12) full calendar months from the date that such “cash-out” distribution was
paid to him.





     All capitalized terms herein shall have the meaning set forth in the Plan unless a different
meaning is attributed to such term pursuant to this document.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of July 1, 1997.



	 	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	E. Mitchell Weatherly
	

	 	 	 	Senior Vice President






 









 






THIRD AMENDMENT TO

PIER 1

BENEFIT RESTORATION PLAN




     WHEREAS, Pier 1 Imports, Inc. and other affiliates of Pier 1 Imports, Inc. have
heretofore adopted the Pier 1 Benefit Restoration Plan (the “Plan”); and



     WHEREAS, Pier 1 Imports, Inc. desires to amend the Plan on behalf of it and each of its
affiliates which has adopted the Plan;



     NOW, THEREFORE, the Plan shall be amended effective July 1, 1998 as follows:



     1. The first sentence of Section 6.01 of the Plan shall be deleted and the following two
sentences shall be substituted in its place:




“If a Participant has not elected installment payments pursuant to and in accordance
with Section 6.04, then (i) upon the termination of a Participant’s employment with
the Company for any reason the Participant shall deliver to the Company’s Benefits
Department an account distribution form for the Participant’s Restoration Account,
and (ii) the Participant’s vested portion of his Restoration Account balance shall
be valued and paid to him in accordance with Section 6.04 and the non-vested portion
of such Restoration Account balance plus interest earned and accrued on such amount,
if any, shall be forfeited.”



     2. Section 6.04 of the Plan shall be deleted and the following shall be substituted in its
place:




“Section 6.04 Time and Form of Distributions. Unless a Participant
has elected an installment form of payment and such election satisfies the
conditions and provisions of this Section 6.04, the distribution of the vested
portion of a Participant’s Restoration Account shall be made in cash only in the
form of a single lump sum payment equaling the value (determined as of the date of
such Participant’s termination of employment with the Company) of the Participant’s
vested portion of his Restoration Account plus interest accrued on such amount
through the date of distribution. A Participant’s lump sum distribution payment
will be made approximately ninety (90) days from the end of the Plan quarter in
which the Participant’s employment with the Company is terminated regardless of
whether an account distribution form is received from the Participant.




The distribution of a Participant’s Restoration Account may be made to such
Participant in the form of annual installments over a period of five (5) years
provided that:



 









 






	 	(1)  	Such Participant has attained the age of
fifty-five (55) as of the date of his termination of employment with
the Company for any reason;
	 
	 	(2)  	Such Participant is fully vested in his
Restoration Account as of the date of his termination of employment
with the Company for any reason; and
	 
	 	(3)  	Such Participant makes a non-revocable election
in writing on a form prescribed by the Company and filed with the
Benefits Department of the Company to receive payment of his
Restoration Account in the form of installment payments and such
election is made at least three hundred sixty-five (365) days prior to
the date that such Participant’s employment with the Company is
terminated for any reason.






Provided that the above conditions are satisfied, the Participant’s Restoration
Account will be valued as of the date of such Participant’s termination of
employment with the Company. The Restoration Account as valued shall be distributed
in five (5) equal annual installments to the Participant. The first annual
installment will be made approximately ninety (90) days from the end of the Plan
quarter in which the Participant’s employment with the Company is terminated. Each
subsequent annual installment payment will be made approximately ninety (90) days
following December 31st of each year beginning with the year of the initial
distribution. The undistributed balance of a Participant’s Restoration Account
shall be credited with interest in accordance with Section 5.02 on the same basis
and in the same manner as interest is credited on the Restoration Accounts of
Participants who are active employees of the Company, and each annual installment
shall include the interest accrued on the undistributed balance through the date of
distribution of such payment.”



     3. As amended hereby, the Plan is specifically ratified and reaffirmed.



     Signed effective July 1, 1998.



	 	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	E. Mitchell Weatherly, Senior Vice President






 









 






FOURTH AMENDMENT

TO THE

PIER 1 BENEFIT RESTORATION PLAN




     WHEREAS, PIER 1 IMPORTS, INC. (the “Company”) has heretofore adopted the PIER 1 BENEFIT
RESTORATION PLAN; and



     WHEREAS, such plan was amended and restated effective July 1, 1995 (such amended and restated
plan herein the “Plan”); and



     WHEREAS, the Company has previously amended the Plan and desires to further amend the Plan’s
definition of “Company” contained in Section 2.06 of the Plan;



     NOW, THEREFORE pursuant to Section 11.04 of the Plan, effective October 1, 1999, the Plan is
amended as follows:



     1. Section 2.06 of the Plan is amended to read as follows:




Company. “Company” shall mean and include the “Employer” and/or “Adopting
Employers” as such terms are defined in the Pier 1 Associates’ 401(k) Plan.



     IN WITNESS WHEREOF, the Company has caused this Amendment to be executed as of the stated
effective date.



	 	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	E. Mitchell Weatherly
	

	 	 	 	Senior Vice President






 









 






FIFTH AMENDMENT

TO THE

PIER 1 BENEFIT RESTORATION PLAN




     WHEREAS, PIER 1 IMPORTS, INC. (the “Company”) has heretofore adopted the PIER 1 BENEFIT
RESTORATION PLAN; and



     WHEREAS, such plan was amended and restated effective July 1, 1995 (such amended and restated
plan herein the “P lan”); and



     WHEREAS, the Company has previously amended the Plan and desires to further amend the Plan;



     NOW, THEREFORE pursuant to Section 11.04 of the Plan, effective July 1, 2002, the Plan is
amended as follows:




	 	1.  	Section 5.02 of the Plan is amended by deleting the two (2) sentences in that
section and replacing them with the following text:
	 
	 	   	“Each Participant’s Restoration Account balance shall be credited at least quarterly
with an amount of interest at an annual rate equal to Moody’s Corporate Bond Index,
or comparable index if Moody’s Corporate Bond Index is no longer available, plus 1%
where the Index is averaged on a daily basis for a period determined by the
Committee from time to time.”





     As amended hereby, the Plan is specifically ratified and reaffirmed. The Company has executed
this Amendment as of the stated effective date.



	 	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	   E. Mitchell Weatherly
	

	 	 	 	  Executive Vice President






 









 






SIXTH AMENDMENT TO

PIER 1 BENEFIT RESTORATION PLAN

(As Amended and Restated Effective July 1, 1995)




     WHEREAS, Pier 1 Imports, Inc. (the “Company”) has heretofore adopted the Pier 1 Benefit
Restoration Plan; and



     WHEREAS, such plan was amended and restated effective July 1, 1995 (such amended and restated
plan herein being referred to as the “Plan”); and



     WHEREAS, the Plan has been amended since July 1, 1995 by five (5) separate amendments and the
Company now desires to further amend the Plan;



     NOW, THEREFORE, pursuant to Section 11.04 of the Plan, the Plan is amended as follows:



     1. Effective
as of January 1, 2004, the second sentence of Section 4.01 of the Plan shall be
deleted and the following shall be substituted therefor:




“The dollar amount of Compensation deferred may not exceed twenty percent
(20%) of the Participant’s Compensation per Plan Year. ”



     2. As amended hereby, the Plan is specifically ratified and reaffirmed.



     IN WITNESS WHEREOF, the Company has caused this amendment to be executed this ___day of
___, 2003.



	 	 	 	 	 
	 	 	PIER 1 IMPORTS, INC.,
	 	 	a Delaware Corporation
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	 
	

	 	 	 	E. Mitchell Weatherly
	

	 	 	 	Executive Vice President, Human Resources