PACIFIC SUNWEAR OF CALIFORNIA, INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
 (As Amended and Restated May 30, 2001)
 (This Version of the Plan Applies to Deferred Compensation Amounts that are Grandfathered for
Purposes of Section 409A of the Code)




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TABLE OF CONTENTS
 PageARTICLE I TITLE AND DEFINITIONS
    
    
    21.1 
    
    Title
    
    
    21.2 
    
    Definitions
    
    
    2ARTICLE II PARTICIPATION
    
    
    72.1 
    
    Participation
    
    
    7ARTICLE III DEFERRAL ELECTIONS
    
    
    83.1 
    
    Elections to Defer Compensation
    
    
    83.2 
    
    Investment Elections
    
    
    103.3 
    
    Alternative Election Methods
    
    
    11ARTICLE IV ACCOUNTS
    
    
    124.1 
    
    Deferral Account
    
    
    124.2 
    
    Company Contribution Account
    
    
    13ARTICLE V VESTING
    
    
    165.1 
    
    Deferral Account
    
    
    165.2 
    
    Company Contribution Account
    
    
    16ARTICLE VI DISTRIBUTIONS
    
    
    186.1 
    
    Distribution of Deferred Compensation
    
    
    186.2 
    
    Inability to Locate Participant
    
    
    206.3 
    
    Payment by Trust
    
    
    206.4 
    
    Penalty and Hardship Distributions
    
    
    216.5 
    
    Loans
    
    
    226.6 
    
    Distributions on Disability
    
    
    226.7 
    
    Liability for Payment
    
    
    22ARTICLE VII DEATH BENEFITS
    
    
    237.1 
    
    Death Before Termination of Employment
    
    
    237.2 
    
    Death After Termination of Employment
    
    
    237.3 
    
    Payment of Death Benefits
    
    
    23ARTICLE VIII ARBITRATION
    
    
    258.1 
    
    Arbitration
    
    
    25
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TABLE OF CONTENTS
(continued)
 PageARTICLE IX ADMINISTRATION
    
    
    289.1 
    
    Committee
    
    
    289.2 
    
    Committee Action
    
    
    289.3 
    
    Powers and Duties of the Committee
    
    
    299.4 
    
    Construction and Interpretation
    
    
    309.5 
    
    Information
    
    
    309.6 
    
    Compensation, Expenses and Indemnity
    
    
    309.7 
    
    Statements
    
    
    319.8 
    
    Disputes
    
    
    31ARTICLE X MISCELLANEOUS
    
    
    3310.1 
    
    Unsecured General Creditor
    
    
    3310.2 
    
    Restriction Against Assignment
    
    
    3310.3 
    
    Withholding
    
    
    3410.4 
    
    Amendment, Modification, Suspension or Termination
    
    
    3410.5 
    
    Governing Law
    
    
    3410.6 
    
    Receipt or Release
    
    
    3510.7 
    
    Payments on Behalf of Persons Under Incapacity
    
    
    3510.8 
    
    Headings, etc. Not Part of Agreement
    
    
    35
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PACIFIC SUNWEAR OF CALIFORNIA, INC.
 EXECUTIVE DEFERRED COMPENSATION PLAN
 (As Amended and Restated May 30, 2001) 1
     
 1
    
    This version of the Plan only applies to deferrals of
compensation that were earned and vested prior to January 1, 2005 in accordance
with the provisions of Article V and any other provisions hereof. 1




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ARTICLE I
 TITLE AND DEFINITIONS
 1.1  Title .
  1.2  Definitions .
    2




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3




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4




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5




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6




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ARTICLE II
 PARTICIPATION
 2.1  Participation .
  7




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ARTICLE III
 DEFERRAL ELECTIONS
 3.1  Elections to Defer Compensation .
 Election Period
 Current Employees
 Other Employees
 General Rule
    8




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Minimum Deferrals
 Duration of Deferral Election
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3.2  Investment Elections .
    10




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3.3  Alternative Election Methods .
  11




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ARTICLE IV
 ACCOUNTS
 4.1  Deferral Account .
     12




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4.2  Company Contribution Account .
   13




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14




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15




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ARTICLE V
 VESTING
 5.1  Deferral Account .
  5.2  Company Contribution Account .
   16




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17




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ARTICLE
VI
 DISTRIBUTIONS
 6.1  Distribution of Deferred Compensation .
 Initial Election Period
 In-Service Distributions
  Termination of Employment
 18




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Optional Forms of Payment
    19




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6.2  Inability to Locate Participant .
  6.3  Payment by Trust .
  20




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6.4  Penalty and Hardship Distributions .
    21




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6.5  Loans .
  6.6  Distributions on Disability .
  6.7  Liability for Payment .
  22




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ARTICLE VII
 DEATH BENEFITS
 7.1  Death Before Termination of Employment .
 lesser
 7.2  Death After Termination of Employment .
  7.3  Payment of Death Benefits .
   23




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24




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ARTICLE VIII
 ARBITRATION
 8.1  Arbitration .
   25




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ARTICLE IX
 ADMINISTRATION
 9.1  Committee .
  9.2  Committee Action .
  28




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9.3  Powers and Duties of the Committee .
         29




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9.4  Construction and Interpretation .
  9.5  Information .
  9.6  Compensation, Expenses and Indemnity .
    30




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9.7  Statements .
  9.8  Disputes .
    31




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32




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ARTICLE X
 MISCELLANEOUS
 10.1  Unsecured General Creditor .
  10.2  Restriction Against Assignment .
  33




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10.3  Withholding .
  10.4  Amendment, Modification, Suspension or Termination .
  10.5  Governing Law .
  34




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10.6  Receipt or Release .
  10.7  Payments on Behalf of Persons Under Incapacity .
  10.8  Headings, etc. Not Part of Agreement .
   PACIFIC SUNWEAR OF CALIFORNIA, INC.By:Its: 35