Exhibit 10.2


 


PIER 1 UMBRELLA TRUST


 


AMENDMENT NO. 1


 


This Amendment No. 1 (“Amendment”) is made to the Pier 1 Umbrella
Trust dated December 21, 2005 (the “Trust Agreement”) by and between Pier
1 Imports, Inc., Pier 1 Imports (U.S.), Inc., and Pier 1 Services
Company on the one hand, and Wachovia Bank National Association, on the other
hand.  This Amendment No. 1 is made
effective January 1, 2009.


 


RECITALS


 


This Amendment is entered into
with reference to the following facts:


 


A.                                   The Trust Agreement
may be amended pursuant to Section 7.02-1 without the Written Consent of
Participants if such amendment is necessary to comply with any laws,
regulations or other legal requirements.


 


B.                                     The Company and
the Trustee now desire to amend the Trust Agreement in order to comply with the
requirements of Section 409A of the Code and the final Treasury
regulations promulgated thereunder.


 


AGREEMENT


 


The Company
and the Trustee hereby agree:


 


1.                                       The
Company and the Trustee incorporate the above recitals into this Amendment and
affirm such recitals are true and correct. 
All capitalized terms used in this Amendment, unless specifically
defined herein, have the same meanings attributed to them in the Trust
Agreement.


 


2.                                       Except
as amended by this Amendment, the Trust Agreement remains unchanged and in full
force and effect.  If there is any
conflict between the provisions of the Trust Agreement and the provisions of
this Amendment, the provisions of this Amendment shall control.


 


3.                                       The following
sentence is hereby added to the end of Section 3.03-1 of the Trust
Agreement:


 


“In the event of any payment by the Trustee pursuant to this paragraph,
the Trustee shall act in accordance with the terms of the subject Plan with
respect to the timing and form of benefit payment.”


 


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IN WITNESS WHEREOF, the Company and the Trustee have caused this
Amendment No.1 to be executed by their respective duly authorized officers
effective January 1, 2009.


 


 


	
  PIER 1 IMPORTS (U.S.), INC.,

  	
   

  	
  PIER 1 IMPORTS, INC.,

  
	
  a Delaware corporation

  	
   

  	
  a Delaware corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Its:   Executive Vice President

  	
   

  	
  Its:   Executive Vice President

  
	
  Date:
  December            ,
  2008

  	
   

  	
  Date: December            ,
  2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TRUSTEE:

  
	
  PIER 1 SERVICES COMPANY,

  	
   

  	
  WACHOVIA BANK NATIONAL

  
	
  a Delaware statutory trust

  	
   

  	
  ASSOCIATION

  
	
   

  	
   

  	
   

  
	
  By: Pier 1 Holdings, Inc.,

  	
   

  	
   

  
	
  Its Managing Trustee

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
  Its:   Executive Vice President

  	
   

  	
  Its:

  	
   

  
	
  Date:
  December                 ,
  2008

  	
   

  	
  Date:
  December                       ,
  2008

  
						



 


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