Exhibit 10.28  Guess?, Inc. Nonqualified Deferred Compensation Plan Master Plan Document
   Effective January 1, 2006   Amended and Restated
Effective December 18, 2008


TABLE OF CONTENTS  PageARTICLE 1
  DEFINITIONS
  1ARTICLE 2
  SELECTION, ENROLLMENT, ELIGIBILITY
  72.1
  Selection by Committee
  72.2
  Enrollment and Eligibility Requirements; Commencement of
  Participation
  7ARTICLE 3
  DEFERRAL COMMITMENTS/COMPANY CONTRIBUTION AMOUNTS/COMPANY RESTORATION MATCHING AMOUNTS/VESTING/CREDITING/TAXES
  83.1
  Maximum Deferral
  83.2
  Timing of Deferral Elections; Effect of Election Form
  83.3
  Withholding and Crediting of Annual Deferral Amounts
  103.4
  Company Contribution Amount
  103.5
  Company Restoration Matching Amount
  103.6
  Vesting
  113.7
  Crediting/Debiting of Account Balances
  123.8
  FICA and Other Taxes
  13ARTICLE 4
  SCHEDULED DISTRIBUTION; UNFORESEEABLE EMERGENCIES
  144.1
  Scheduled Distributions
  144.2
  Postponing Scheduled Distributions
  144.3
  Other Benefits Take Precedence Over Scheduled Distributions
  154.4
  Unforeseeable Emergencies
  15ARTICLE 5
  CHANGE IN CONTROL BENEFIT
  165.1
  Change in Control Benefit
  165.2
  Payment of Change in Control Benefit
  16ARTICLE 6
  RETIREMENT BENEFIT
  166.1
  Retirement Benefit
  166.2
  Payment of Retirement Benefit
  16  i


TABLE OF CONTENTS (continued)  PageARTICLE 7
  TERMINATION BENEFIT
  177.1
  Termination Benefit
  177.2
  Payment of Termination Benefit
  17ARTICLE 8
  DISABILITY BENEFIT
  178.1
  Disability Benefit
  178.2
  Payment of Disability Benefit
  18ARTICLE 9
  DEATH BENEFIT
  189.1
  Death Benefit
  189.2
  Payment of Death Benefit
  18ARTICLE 10
  BENEFICIARY DESIGNATION
  1810.1
  Beneficiary
  1810.2
  Beneficiary Designation; Change; Spousal Consent
  1810.3
  Acknowledgment
  1810.4
  No Beneficiary Designation
  1810.5
  Doubt as to Beneficiary
  1910.6
  Discharge of Obligations
  19ARTICLE 11
  LEAVE OF ABSENCE
  1911.1
  Paid Leave of Absence
  1911.2
  Unpaid Leave of Absence
  19ARTICLE 12
  TERMINATION OF PLAN, AMENDMENT OR MODIFICATION
  1912.1
  Termination of Plan
  1912.2
  Amendment
  2012.3
  Effect of Payment
  20ARTICLE 13
  ADMINISTRATION
  2013.1
  Committee Duties
  2013.2
  Administration Upon Change In Control
  21  ii


TABLE OF CONTENTS (continued)  Page13.3
  Agents
  2113.4
  Binding Effect of Decisions
  2113.5
  Indemnity of Committee
  2213.6
  Employer Information
  22ARTICLE 14
  OTHER BENEFITS AND AGREEMENTS
  2214.1
  Coordination with Other Benefits
  22ARTICLE 15
  CLAIMS PROCEDURES
  2215.1
  Presentation of Claim
  2215.2
  Notification of Decision
  2215.3
  Review of a Denied Claim
  2315.4
  Decision on Review
  2315.5
  Legal Action
  24ARTICLE 16
  TRUST
  2416.1
  Establishment of the Trust
  2416.2
  Interrelationship of the Plan and the Trust
  2416.3
  Distributions From the Trust
  24ARTICLE 17
  MISCELLANEOUS
  2417.1
  Status of Plan
  2417.2
  Unsecured General Creditor
  2417.3
  Employers Liability
  2517.4
  Nonassignability
  2517.5
  Not a Contract of Employment
  2517.6
  Furnishing Information
  2517.7
  Terms
  2517.8
  Captions
  2517.9
  Governing Law
  25  iii


TABLE OF CONTENTS (continued)  Page17.10
  Notice
  2517.11
  Successors
  2617.12
  Spouses Interest
  2617.13
  Validity
  2617.14
  Incompetent
  2617.15
  Domestic Relations Orders
  2617.16
  Insurance
  2617.17
  Legal Fees To Enforce Rights After Change in Control
  2717.18
  Distribution in the Event of Income Inclusion Under Code
  Section 409A
  27  iv


GUESS?, INC.  NONQUALIFIED DEFERRED COMPENSATION PLAN  Effective January 1, 2006 (Amended and Restated Effective as of December 18, 2008)  Purpose  The purpose of this Plan is to provide
specified benefits to Directors and a select group of management or highly
compensated Employees who contribute materially to the continued growth,
development and future business success of Guess?, Inc., a Delaware
corporation, and its subsidiaries, if any, that sponsor this Plan.  This Plan shall be unfunded for tax purposes
and for purposes of Title I of ERISA.  This Plan is intended to comply with all
applicable law, including Code Section 409A and related Treasury guidance
and Regulations, and shall be operated and interpreted in accordance with this
intention.  ARTICLE 1 Definitions  For the purposes of this Plan, unless
otherwise clearly apparent from the context, the following phrases or terms
shall have the following indicated meanings:  1.1Account Balance shall
mean, with respect to a Participant, an entry on the records of the Employer
equal to the sum of the Participants Annual Accounts.  The Account Balance shall be a bookkeeping
entry only and shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant, or his or her
designated Beneficiary, pursuant to this Plan.  If a
Participant is both an Employee and a Director and participates in the Plan in
each capacity, then separate Account Balances (and separate Annual Accounts, if
applicable) shall be established for such Participant as a device for the
measurement and determination of the (a) amounts deferred under the Plan
that are attributable to the Participants status as an Employee, and (b) amounts
deferred under the Plan that are attributable to the Participants status as a
Director.  1.2Annual Account shall
mean, with respect to a Participant, an entry on the records of the Employer
equal to (a) the sum of the Participants Annual Deferral Amount, Company
Contribution Amount and Company Restoration Matching Amount for any one Plan
Year, plus (b) amounts credited or debited to such amounts pursuant to
this Plan, less (c) all distributions made to the Participant or his or
her Beneficiary pursuant to this Plan that relate to the Annual Account for
such Plan Year.  The Annual Account shall
be a bookkeeping entry only and shall be utilized solely as a device for the
measurement and determination of the amounts to be paid to a Participant, or
his or her designated Beneficiary, pursuant to this Plan.  1


1.3Annual Deferral Amount
shall mean that portion of a Participants Base Salary, Bonus, Director Fees
and LTIP Amounts that a Participant defers in accordance with Article 3
for any one Plan Year, without regard to whether such amounts are withheld and
credited during such Plan Year.  1.4Annual Installment
Method shall mean the method used to determine the amount of each payment due
to a Participant who has elected to receive a benefit over a period of years in
accordance with the applicable provisions of the Plan.  The amount of each annual payment due to the
Participant shall be calculated by multiplying the balance of the Participants
benefit by a fraction, the numerator of which is one and the denominator of
which is the remaining number of annual payments due to the Participant.  The amount of the first annual payment shall
be calculated as of the close of business on or aroundthe
Participants Benefit Distribution Date,and the amount of each subsequent annual payment shall be
calculated on or around the first business day of each Plan Year following the
Plan Year in which the Participants Benefit Distribution Date occurs.  For
purposes of this Plan, the right to receive a benefit payment in annual
installments shall be treated as the entitlement to a single payment.  1.5Base Salary shall
mean the annual cash compensation relating to services performed during any
calendar year, excluding distributions from nonqualified deferred compensation
plans, bonuses, commissions, overtime, fringe benefits, stock options,
relocation expenses, incentive payments, non-monetary awards, director fees and
other fees, and automobile and other allowances paid to a Participant for
employment services rendered (whether or not such allowances are included in
the Employees gross income).  Base
Salary shall be calculated before reduction for compensation voluntarily
deferred or contributed by the Participant pursuant to all qualified or
nonqualified plans of any Employer and shall be calculated to include amounts
not otherwise included in the Participants gross income under Code Sections
125, 402(e)(3), 402(h), or 403(b) pursuant to plans established by any
Employer; provided, however, that all such amounts will be included in
compensation only to the extent that had there been no such plan, the amount
would have been payable in cash to the Employee.  1.6Beneficiary shall
mean one or more persons, trusts, estates or other entities, designated in
accordance with Article 10, that are entitled to receive benefits under
this Plan upon the death of a Participant.  1.7Beneficiary
Designation Form shall mean the form established from time to time by the
Committee that a Participant completes, signs and returns to the Committee to
designate one or more Beneficiaries.  1.8Benefit Distribution
Date shall mean the date upon which all or an objectively determinable portion
of a Participants vested benefits will become eligible for distribution.  Except as otherwise provided in the Plan, a
Participants Benefit Distribution Date shall be determined based on the
earliest to occur of an event or scheduled date set forth in Articles 4 through
9, as applicable.  1.9Board shall mean the
board of directors of the Company.  2


1.10Bonus shall mean any
compensation otherwise payable in cash, in addition to Base Salary and LTIP
Amounts, earned by a Participant for services rendered during a Plan Year, or
any period wholly contained within a Plan Year, under the Guess?, Inc.,
Annual Incentive Bonus Plan, the Guess?, Inc. 2004 Equity Incentive Plan,
any other cash bonus program of the Company pursuant to which Participants are
eligible to receive cash compensation and/or such other bonus or cash incentive
plan or arrangement designated by the Committee.  1.11Change in Control shall
mean the occurrence of a change in the ownership, a change in the effective
control or a change in the ownership of a substantial portion of the assets
of the Company, in each case as determined in accordance with Treas. Reg.
§1.409A-3(i)(5).  1.12Change in Control
Benefit shall have the meaning set forth in Article 5.  1.13Claimant shall have the
meaning set forth in Section 15.1.  1.14Code shall mean the
Internal Revenue Code of 1986, as it may be amended from time to time.  1.15Committee shall mean
the committee described in Article 13.  1.16Company shall mean
Guess?, Inc., a Delaware corporation, and any successor to all or
substantially all of the Companys assets or business.  1.17Company Contribution
Amount shall mean, for any one Plan Year, the amount determined in accordance
with Section 3.4.  1.18Company Restoration
Matching Amount shall mean, for any one Plan Year, the amount determined in
accordance with Section 3.5.  1.19Death Benefit shall
mean the benefit set forth in Article 9.  1.20Director shall mean any
member of the board of directors of any Employer.  1.21Director Fees shall
mean the fees otherwise payable in cash to a Director from any Employer,
including retainer fees, committee chair fees and meetings fees, as
compensation for serving on the board of directors.  1.22Disability or Disabled
shall mean that a Participant is (a) unable to engage in any substantial
gainful activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, or (b) by reason of
any medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of not
less than 12 months, receiving income replacement benefits for a period of not
less than 3 months under an accident and health plan covering employees of the
Participants Employer.  For purposes of
this Plan, a Participant shall be deemed Disabled if determined to be totally
disabled by the Social Security Administration. 
A Participant shall also be deemed Disabled if determined to be disabled
in accordance with the applicable disability insurance program of such
Participants Employer, provided that the definition of disability applied
under such disability insurance program complies with the requirements of this
Section.  1.23Disability Benefit
shall mean the benefit set forth in Article 8.  1.24Election Form shall
mean the form, which may be in electronic format, established from time to time
by the Committee that a Participant completes, signs and returns to the
Committee to make an election under the Plan.  3


1.25Employee shall mean a
person who is an employee of an Employer.  1.26Employer(s) shall be
defined as follows:  (a)Except as otherwise provided in part (b) of
this Section, the term Employer shall mean the Company and/or any of its
subsidiaries (now in existence or hereafter formed or acquired) that have been
selected by the Board to participate in the Plan and have adopted the Plan as a
sponsor.  (b)For the purpose of determining whether a
Participant has experienced a Separation from Service, the term Employer
shall mean:  (i)The entity for which the Participant
performs services and with respect to which the legally binding right to
compensation deferred or contributed under this Plan arises; and  (ii)All other entities with which the entity
described above would be aggregated and treated as a single employer under Code
Section 414(b) (controlled group of corporations) and Code Section 414(c) (a
group of trades or businesses, whether or not incorporated, under common
control), as applicable.  In order to
identify the group of entities described in the preceding sentence, the
Committee shall use an ownership threshold of 50% as a substitute for the 80%
minimum ownership threshold that appears in, and otherwise must be used when
applying, the applicable provisions of (A) Code Section 1563 for
determining a controlled group of corporations under Code Section 414(b),
and (B) Treas. Reg. §1.414(c)-2 for determining the trades or businesses
that are under common control under Code Section 414(c).  1.27ERISA shall mean the
Employee Retirement Income Security Act of 1974, as it may be amended from time
to time.  1.28401(k) Plan shall
mean, with respect to an Employer, a plan qualified under Code Section 401(a) that
contains a cash or deferral arrangement described in Code Section 401(k),
adopted by the Employer, as it may be amended from time to time, or any
successor thereto.  1.29Fiscal Year Compensation
shall have the meaning set forth in Section 3.2(c).  1.30LTIP Amounts shall mean
the cash portion of the compensation attributable to a Plan Year that is earned
by a Participant as an Employee under any Employers long-term incentive plan
or any other long-term incentive arrangement designated by the Committee.  1.31Participant shall mean
any Employee or Director (a) who is selected to participate in the Plan, (b) whose
executed Plan Agreement, Election Form and Beneficiary Designation Form are
accepted by the Committee, and (c) whose Plan Agreement has not
terminated.  1.32Performance-Based
Compensation shall mean compensation the entitlement to or amount of which is
contingent on the satisfaction of pre-established organizational or individual
performance criteria relating to a performance period of at least 12
consecutive months, as determined by the Committee in accordance with Treas.
Reg. §1.409A-1(e).  4


1.33Plan shall mean the
Guess? Inc., Nonqualified Deferred Compensation Plan, which shall be evidenced
by this instrument, as it may be amended from time to time, and by any other
documents that together with this instrument define a Participants rights to
amounts credited to his or her Account Balance.  1.34Plan Agreement shall
mean a written agreement in the form prescribed by or acceptable to the
Committee that evidences a Participants agreement to the terms of the Plan and
which may establish additional terms or conditions of Plan participation for a
Participant.  Unless otherwise determined
by the Committee, the most recent Plan Agreement accepted with respect to a
Participant shall supersede any prior Plan Agreements for such
Participant.  Plan Agreements may vary
among Participants and may provide additional benefits not set forth in the
Plan or limit the benefits otherwise provided under the Plan.  1.35Plan Year shallmean a period beginning on January 1
of each calendar year and continuing through December 31 of such calendar
year.  1.36Retirement, Retire(s)
or Retired shall mean with respect to a Participant who is an Employee, a
Separation from Service on or after the date on which such Participants age
plus Years of Service equals or exceeds at least sixty-five (65), and shall
mean with respect to a Participant who is a Director, a Separation from
Service.  If a Participant is both an
Employee and a Director and participates in the Plan in each capacity, (a) the
determination of whether the Participant qualifies for Retirement as an
Employee shall be made when the Participant experiences a Separation from
Service as an Employee and such determination shall only apply to the applicable
Account Balance established in accordance with Section 1.1 for amounts
deferred under the Plan as an Employee, and (b) the determination of
whether the Participant qualifies for Retirement as a Director shall be made at
the time the Participant experiences a Separation from Service as a Director
and such determination shall only apply to the applicable Account Balance
established in accordance with Section 1.1 for amounts deferred under the
Plan as a Director.  1.37Retirement Benefit
shall mean the benefit set forth in Article 6.  1.38Scheduled Distribution
shall mean the distribution set forth in Section 4.1.  1.39Separation from Service
shall mean a termination of services provided by a Participant to his or her
Employer, whether voluntarily or involuntarily, other than by reason of death
or Disability, as determined by the Committee in accordance with Treas. Reg.
§1.409A-1(h).  In determining whether a
Participant has experienced a Separation from Service, the following provisions
shall apply:  (a)For a Participant who provides services to
an Employer as an Employee, except as otherwise provided in part (c) of
this Section, a Separation from Service shall occur when such Participant has
experienced a termination of employment with such Employer.  A Participant shall be considered to have
experienced a termination of employment when the facts and circumstances
indicate that the Participant and his or her Employer reasonably anticipate
that either (i) no further services will be performed for the Employer
after a certain date, or (ii) that the level of bona fide services the
Participant will perform for the Employer after such date (whether as an
Employee or as an independent contractor) will permanently decrease to no more
than 20% of the average level of bona fide services performed by such
Participant (whether as an Employee or an independent contractor) over the
immediately preceding 36-month period (or the full period of services to the
Employer if the Participant has been providing services to the Employer less
than 36 months).  5


If a
Participant is on military leave, sick leave, or other bona fide leave of
absence, the employment relationship between the Participant and the Employer
shall be treated as continuing intact, provided that the period of such leave
does not exceed 6 months, or if longer, so long as the Participant retains a
right to reemployment with the Employer under an applicable statute or by
contract.  If the period of a military
leave, sick leave, or other bona fide leave of absence exceeds 6 months and the
Participant does not retain a right to reemployment under an applicable statute
or by contract, the employment relationship shall be considered to be
terminated for purposes of this Plan as of the first day immediately following
the end of such 6-month period.  In
applying the provisions of this paragraph, a leave of absence shall be
considered a bona fide leave of absence only if there is a reasonable
expectation that the Participant will return to perform services for the
Employer.  (b)For a Participant who provides services to
an Employer as an independent contractor, except as otherwise provided in part (c) of
this Section, a Separation from Service shall occur upon the expiration of the
contract (or in the case of more than one contract, all contracts) under which
services are performed for such Employer, provided that the expiration of such
contract(s) is determined by the Committee (or its delegate) to constitute
a good-faith and complete termination of the contractual relationship between
the Participant and such Employer.  (c)For a Participant who provides services to
an Employer as both an Employee and an independent contractor,a Separation from Service generally shall not occur until
the Participant has ceased providing services for such Employer as both as an
Employee and as an independent contractor, as determined in accordance with the
provisions set forth in parts (a) and (b) of this Section,
respectively.  Similarly, if a
Participant either (i) ceases providing services for an Employer as an
independent contractor and begins providing services for such Employer as an
Employee, or (ii) ceases providing services for an Employer as an Employee
and begins providing services for such Employer as an independent contractor,
the Participant will not be considered to have experienced a Separation from
Service until the Participant has ceased providing services for such Employer
in both capacities, as determined in accordance with the applicable provisions
set forth in parts (a) and (b) of this Section.  Notwithstanding
the foregoing provisions in this part (c), if a Participant provides services
for an Employer as both an Employee and as a Director, to the extent permitted
by Treas. Reg. §1.409A-1(h)(5) the services provided by such Participant
as a Director shall not be taken into account in determining whether the
Participant has experienced a Separation from Service as an Employee, and the
services provided by such Participant as an Employee shall not be taken into
account in determining whether the Participant has experienced a Separation
from Service as a Director.  6


1.40Specified Employee
shall mean any Participant who is determined to be a key employee (as defined
under Code Section 416(i) without regard to paragraph (5) thereof)
for the applicable period, as determined annually by the Committee in
accordance with Treas. Reg. §1.409A-1(i).  1.41Termination Benefit
shall mean the benefit set forth in Article 7.  1.42Trust shall mean one or
more trusts established by the Company in accordance with Article 16.  1.43Unforeseeable Emergency
shall mean a severe financial hardship of the Participant resulting from (a) an
illness or accident of the Participant, the Participants spouse, the Participants
Beneficiary or the Participants dependent (as defined in Code Section 152
without regard to paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof), (b) a
loss of the Participants property due to casualty, or (c) such other
similar extraordinary and unforeseeable circumstances arising as a result of
events beyond the control of the Participant, all as determined by the
Committee (or its delegate) based on the relevant facts and circumstances.  1.44Years of Service shall
mean the total number of full years in which a Participant has been employed by
one or more Employers.  For purposes of
this definition, a year of employment shall be a 365 day period (or 366 day
period in the case of a leap year) that, for the first year of employment,
commences on the Employees date of hiring and that, for any subsequent year,
commences on an anniversary of that hiring date.  A partial year of employment shall not be
treated as a Year of Service.  ARTICLE 2 Selection, Enrollment, Eligibility  2.1Selection by Committee.  Participation in the Plan shall be limited to
Directors and, as determined by the Committee (or its delegate) in its sole
discretion, a select group of management or highly compensated Employees.  From that group, the Committee (or its
delegate) shall select, in its sole discretion, those individuals who may
actually participate in this Plan.  2.2Enrollment and Eligibility
Requirements; Commencement of Participation.  (a)As a condition to participation, each
Director or selected Employee shall complete, execute and return to the
Committee a Plan Agreement, an Election Form and a Beneficiary Designation
Form by the deadline(s) established by the Committee in accordance
with the applicable provisions of this Plan. 
In addition, the Committee shall establish from time to time such other
enrollment requirements as it determines, in its sole discretion, are
necessary.  (b)Each Director or selected Employee who is
eligible to participate in the Plan shall commence participation in the Plan on
the date that the Committee  determines
that the Director or Employee has met all enrollment requirements set forth in
this Plan and required by the Committee, including returning all required
documents to the Committee within the specified time period.  7


(c)If a Director or an Employee fails to meet
all requirements established by the Committee within the period required, that
Director or Employee shall not be eligible to participate in the Plan during
such Plan Year.  ARTICLE 3 Deferral Commitments/Company Contribution Amounts/ Company Restoration Matching Amounts/ Vesting/Crediting/Taxes  3.1Maximum Deferral.  (a)Annual Deferral Amount.  For each Plan Year, a Participant may elect
to defer, as his or her Annual Deferral Amount, Base Salary, Bonus, LTIP
Amounts and/or Director Fees up to the following maximum percentages for each
deferral elected:  Deferral
  
  Maximum PercentageBase Salary
  
  75
  %Bonus
  
  100
  %LTIP Amounts
  
  100
  %Director Fees
  
  100
  %  (b)Short Plan Year.  Notwithstanding the foregoing, if a
Participant first becomes a Participant after the first day of a Plan Year,
then to the extent required by Section 3.2 and Code Section 409A and
related Treasury Regulations, the maximum amount of the Participants Base
Salary, Bonus, LTIP Amounts or Director Fees that may be deferred by the
Participant for the Plan Year shall be determined by applying the percentages
set forth in Section 3.1(a) to the portion of such compensation
attributable to services performed after the date that the Participants
deferral election is made.  3.2Timing of Deferral
Elections; Effect of Election Form.  (a)General Timing Rule for
Deferral Elections. 
Except as otherwise provided in this Section 3.2, in order for a
Participant to make a valid election to defer Base Salary, Bonus, Director Fees
and/or LTIP Amounts, the Participant must submit an Election Form on or
before the deadline established by the Committee, which in no event shall be
later than the December 31st preceding the Plan Year in which such
compensation will be earned.  Any deferral
election made in accordance with this Section 3.2(a) shall be
irrevocable; provided, however, that if the Committee permits or requires
Participants to make a deferral election by the deadline described above for an
amount that qualifies as Fiscal Year Compensation or Performance-Based
Compensation, the Committee may permit a Participant to subsequently change his
or her deferral election for such compensation by submitting a new Election Form in
accordance with Section 3.2(c) or 3.2(d), respectively, below.  8


(b)Timing of Deferral
Elections for Newly Eligible Plan Participants.  A Director or selected Employee who first
becomes eligible to participate in the Plan on or after the beginning of a Plan
Year, as determined in accordance with Treas. Reg. §1.409A-2(a)(7)(ii) and
the plan aggregation rules provided in Treas. Reg. §1.409A-1(c)(2), may
be permitted to make an election to defer the portion of Base Salary, Bonus,
Director Fees and/or LTIP Amounts attributable to services to be performed
after such election, provided that the Participant submits an Election Form on
or before the deadline established by the Committee, which in no event shall be
later than 30 days after the Participant first becomes eligible to participate
in the Plan.  If a deferral
election made in accordance with this Section 3.2(b) relates to
compensation earned based upon a specified performance period, the amount eligible
for deferral shall be equal to (i) the total amount of compensation for
the performance period, multiplied by (ii) a fraction, the numerator of
which is the number of days remaining in the service period after the
Participants deferral election is made, and the denominator of which is the
total number of days in the performance period.  Any deferral
election made in accordance with this Section 3.2(b) shall become
irrevocable no later than the 30th day after the date the Director or selected
Employee becomes eligible to participate in the Plan.  (c)Timing of Deferral
Elections for Fiscal Year Compensation.In the event that the fiscal year of an
Employer is different than the taxable year of a Participant, the Committee may
determine that a deferral election may be made for Fiscal Year Compensation
(as defined below), by submitting an Election Form on or before the
deadline established by the Committee, which in no event shall be later than
the last day of the Employers fiscal year immediately preceding the fiscal
year in which the services related to such compensation will begin to be
performed.  For purposes of this Section,
the term Fiscal Year Compensation shall only include Bonus and LTIP Amounts
relating to a service period coextensive with one or more consecutive fiscal
years of the Employer, of which no amount is paid or payable during the
Employers fiscal year(s) that constitute the service period.  A deferral
election made in accordance with this Section 3.2(c) shall be irrevocable;
provided, however, that if the Committee permits or requires Participants to
make a deferral election by the deadline described in this Section 3.2(c)
for an amount that qualifies as Performance-Based Compensation, the Committee
may permit a Participant to subsequently change his or her deferral election
for such compensation by submitting a new Election Form in accordance with
3.2(d) below.  (d)Timing of Deferral
Elections forPerformance-Based
Compensation.Subject to the limitations described below, the Committee may
determine that an irrevocable deferral election for an amount that qualifies as
Performance-Based Compensation may be made by submitting an Election Form on
or before the deadline established by the Committee, which in no event shall be
later than 6 months before the end of the performance period.  In order for a
Participant to be eligible to make a deferral election for Performance-Based
Compensation in accordance with the deadline established pursuant to this Section 3.2(d),
the Participant must have performed services continuously from the later of (i) the
beginning of the performance period for such compensation, or (ii) the
date upon which the performance criteria for such compensation are established,
through the date upon which the Participant makes the deferral election for
such compensation.  In no event shall a
deferral election submitted under this Section 3.2(d) be permitted to
apply to any amount of Performance-Based Compensation that has become readily
ascertainable.  9


3.3Withholding and Crediting
of Annual Deferral Amounts. 
For each Plan Year, the Base Salary portion of the Annual Deferral
Amount shall be withheld from each regularly scheduled Base Salary payroll in
equal amounts, as adjusted from time to time for increases and decreases in
Base Salary.  The Bonus, LTIP Amounts
and/or Director Fees portion of the Annual Deferral Amount shall be withheld at
the time the Bonus, LTIP Amounts or Director Fees are or otherwise would be paid
to the Participant, whether or not this occurs during the Plan Year
itself.  Annual Deferral Amounts shall be
credited to the Participants Annual Account for such Plan Year at the time
such amounts would otherwise have been paid to the Participant.  3.4Company Contribution
Amount.  (a)For each Plan Year, an Employer may be
required to credit amounts to a Participants Annual Account in accordance with
employment or other agreements entered into between the Participant and the
Employer, which amounts shall be part of the Participants Company Contribution
Amount for that Plan Year.  Such amounts
shall be credited to the Participants Annual Account for the applicable Plan
Year on the date or dates prescribed by such agreements.  (b)For each Plan Year, an Employer, in its sole
discretion, may, but is not required to, credit any amount it desires to any
Participants Annual Account under this Plan, which amount shall be part of the
Participants Company Contribution Amount for that Plan Year.  The amount so credited to a Participant may
be smaller or larger than the amount credited to any other Participant, and the
amount credited to any Participant for a Plan Year may be zero, even though one
or more other Participants receive a Company Contribution Amount for that Plan
Year.  The Company Contribution Amount
described in this Section 3.4(b),
if any, shall be credited to the Participants Annual Account for the
applicable Plan Year on a date or dates to be determined by the Committee.  (c)If not otherwise specified in the
Participants employment or other agreement entered into between the
Participant and the Employer, the amount (or the method or formula for
determining the amount) of a Participants Company Contribution Amount shall be
set forth in writing in one or more documents, which shall be deemed to be
incorporated into this Plan in accordance with Section 1.33, no later than
the date on which such Company Contribution Amount is credited to the
applicable Annual Account of the Participant.  3.5Company Restoration
Matching Amount.  A
Participants Company Restoration Matching Amount, if any, for a Plan Year
shall be equal to the match the Company would have otherwise credited to the
Participants account in the 401(k) Plan, assuming that the amount of Base Salary deferred into this Plan
for such Plan Year had instead been
contributed to the 401(k) Plan (taking
into account (i) the amount of the match the Company makes to the
Participants account in the 401(k) Plan during such Plan Year, and (ii) limitations
applicable to the 401(k) Plan imposed by the Code, including but not limited to
Code Sections 401(a)(17) and 402(g)). 
The Participants Company Restoration Matching Amount, if any, shall be
credited to the Participants Annual Account on or around April 1st of the Plan Year following the Plan Year to
which the Company Restoration Matching Amount relates.  10


3.6Vesting.  (a)A Participant shall at all times be 100%
vested in the portion of his or her Account Balance attributable to Annual
Deferral Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7.  (b)A
Participant shall be vested in the portion of his or her Account Balance
attributable to any Company Contribution Amounts, plus amounts credited or
debited on such amounts pursuant to Section 3.7, in accordance with the
vesting schedule(s) set forth in his or her Plan Agreement, employment
agreement or any other agreement entered into between the Participant and his or
her Employer.  If not addressed in such
agreements, a Participant shall vest in the portion of his or her Account
Balance attributable to any Company Contribution Amounts, plus amounts credited
or debited on such amounts pursuant to Section 3.7, in accordance with the
vesting schedule declared by the Committee in its sole discretion.  (c)A Participant shall be vested in the portion
of his or her Account Balance attributable to any Company Restoration Matching
Amounts, plus amounts credited or debited on such amounts pursuant to Section 3.7,
only to the extent that the Participant would be vested in such amounts under
the provisions of the 401(k) Plan, as determined by the Committee in its
sole discretion.  (d)Notwithstanding anything to the contrary contained
in this Section 3.6, in the event of a Change in Control, or upon a
Participants Disability, Separation from Service on or after qualifying for
Retirement, or death prior to Separation from Service, any amounts that are not
vested in accordance with Sections 3.6(b)
or 3.6(c) above, shall
immediately become 100% vested.  (e)Notwithstanding subsection 3.6(d) above, the vesting schedules
described in Sections 3.6(b) or
3.6(c) above shall not be
accelerated upon a Change in Control to the extent that the Committee
determines that such acceleration would cause the deduction limitations of Section 280G
of the Code to apply.  In the event of
such a determination, the Participant may request independent verification of
the Committees calculations with respect to the application of Section 280G.  In such case, the Committee must provide to
the Participant within 90 days of such a request an opinion from a nationally
recognized accounting firm selected by the Participant (the Accounting Firm).  The opinion shall state the Accounting Firms
opinion that any limitation in the vested percentage hereunder is necessary to
avoid the limits of Section 280G and contain supporting calculations.  The cost of such opinion shall be paid for by
the Company.  (f)Section 3.6(e) shall not prevent the acceleration of the vesting schedules
described in Sections 3.6(b) and
3.6(c) if such Participant is
entitled to a gross-up payment to eliminate the effect of the Code section
4999 excise tax pursuant to his or her employment agreement or other agreement
entered into between such Participant and the Employer.  11


3.7Crediting/Debiting of
Account Balances.  In
accordance with, and subject to, the rules and procedures that are established
from time to time by the Committee, in its sole discretion, amounts shall be
credited or debited to a Participants Account Balance in accordance with the
following rules:  (a)Measurement Funds.  Subject
to the restrictions found in Section 3.7(c) below, the Participant may elect one or more of the
measurement funds selected by the Committee (or its delegate), in its sole
discretion, which are based on certain mutual funds (the Measurement Funds),
for the purpose of crediting or debiting additional amounts to his or her
Account Balance.  As necessary, the
Committee (or its delegate) may, in its sole discretion, discontinue,
substitute or add a Measurement Fund. 
The discontinuance or substitution of any Measurement Fund will take
effect 30 days after the day on which the Company gives Participants advance
written notice of such change. The addition of any new Measurement Fund will
take effect on the day on which the Company gives Participants written notice
of such change.  (b)Election of Measurement
Funds.  Subject to the restrictions found in Section 3.7(c) below, a Participant, in
connection with his or her initial deferral election in accordance with Section 3.2
above, shall elect, on the Election Form, one or more Measurement Fund(s) (as
described in Section 3.7(a)
above) to be used to determine the amounts to be credited or debited to his or
her Account Balance.  If a Participant
does not elect any of the Measurement Funds as described in the previous
sentence, the Participants Account Balance shall automatically be allocated
into the lowest-risk Measurement Fund, as determined by the Committee, in its
sole discretion.  Subject to the restrictions found in Section 3.7(c) below, the Participant may
(but is not required to) elect, by submitting an Election Form to the
Committee that is accepted by the Committee, to add or delete one or more
Measurement Fund(s) to be used to determine the amounts to be credited or
debited to his or her Account Balance, or to change the portion of his or her
Account Balance allocated to each previously or newly elected Measurement
Fund.  If an election is made in
accordance with the previous sentence, it shall apply as of the first business
day deemed reasonably practicable by the Committee, in its sole discretion, and
shall continue thereafter for each subsequent day in which the Participant
participates in the Plan, unless changed in accordance with the previous
sentence.  Notwithstanding the foregoing,
the Committee, in its sole discretion, may impose limitations on the frequency
with which one or more of the Measurement Funds elected in accordance with this
Section 3.7(b) may be added
or deleted by such Participant; furthermore, the Committee, in its sole
discretion, may impose limitations on the frequency with which the Participant
may change the portion of his or her Account Balance allocated to each
previously or newly elected Measurement Fund.  12


(c)Fixed Rate Fund.  If the Committee, in its sole discretion, adds
a fixed rate fund Measurement Fund to this Plan, the provisions of this Section 3.7(c) shall apply.  Prior to each Plan Year, the Committee shall,
in its sole discretion, determine whether it will (i) allow allocations to
and/or from the fixed rate fund Measurement Fund and whether such allocations,
if any, may only be made upon advance written notification of a Participants
intended allocation, and (ii) impose limits on the portion of a
Participants Account Balance that may be invested in the fixed rate fund
Measurement Fund at any given time.  In
the event that the Committee imposes a limit on the portion of a Participants
Account Balance that may be invested in the fixed rate fund Measurement Fund,
the Committee may request that a Participant re-allocate his or her Account
Balance among the other Measurement Funds; provided, however, if a Participant
fails or refuses to re-allocate his or her Account Balance in accordance with
the Committees request, the Committee may re-allocate that portion of the
Participants Account Balance which is in excess of the limits imposed on the
fixed rate fund Measurement Fund, on a pro-rata basis, among the other
Measurement Funds to which the Participants Account Balance is allocated.  (d)Proportionate Allocation.  In making any election described in Section 3.7(b) above, the Participant shall
specify on the Election Form, in increments of one percent (1%), the percentage
of his or her Account Balance or Measurement Fund, as applicable, to be
allocated/reallocated.  (e)Crediting or Debiting Method.  The performance of each Measurement Fund
(either positive or negative) will be determined on a daily basis based on the
manner in which such Participants Account Balance has been hypothetically
allocated among the Measurement Funds by the Participant.  (f)No Actual Investment.  Notwithstanding any other provision of this
Plan that may be interpreted to the contrary, the Measurement Funds are to be
used for measurement purposes only, and a Participants election of any such
Measurement Fund, the allocation of his or her Account Balance thereto, the
calculation of additional amounts and the crediting or debiting of such amounts
to a Participants Account Balance shall not be considered or construed in any
manner as an actual investment of his or her Account Balance in any such
Measurement Fund.  In the event that the
Company or the Trustee (as that term is defined in the Trust), in its own
discretion, decides to invest funds in any or all of the investments on which
the Measurement Funds are based, no Participant shall have any rights in or to
such investments themselves.  Without
limiting the foregoing, a Participants Account Balance shall at all times be a
bookkeeping entry only and shall not represent any investment made on his or
her behalf by the Company or the Trust; the Participant shall at all times
remain an unsecured creditor of the Company.  3.8FICA and Other Taxes.  (a)Annual Deferral Amounts.  For each Plan Year in which an Annual
Deferral Amount is being withheld from a Participant, the Participants
Employer(s) shall withhold from that portion of the Participants Base
Salary, Bonus and/or LTIP Amounts that is not being deferred, in a manner
determined by the Employer(s), the Participants share of FICA and other
employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce the
Annual Deferral Amount in order to comply with this Section 3.8.  13


(b)Company Restoration
Matching Amounts and Company Contribution Amounts.  When a Participant becomes vested in a
portion of his or her Account Balance attributable to any Company Restoration
Matching Amounts and/or Company Contribution Amounts, the Participants
Employer(s) shall withhold from that portion of the Participants Base
Salary, Bonus and/or LTIP Amounts that is not deferred, in a manner determined
by the Employer(s), the Participants share of FICA and other employment taxes
on such amounts.  If necessary, the
Committee may reduce the vested portion of the Participants Company
Restoration Matching Amount or Company Contribution Amount, as applicable, in
order to comply with this Section 3.8.  (c)Distributions.  The Participants Employer(s), or the trustee
of the Trust, shall withhold from any payments made to a Participant under this
Plan all federal, state and local income, employment and other taxes required
to be withheld by the Employer(s), or the trustee of the Trust, in connection
with such payments, in amounts and in a manner to be determined in the sole
discretion of the Employer(s) and the trustee of the Trust.  ARTICLE 4 Scheduled Distribution; Unforeseeable Emergencies  4.1Scheduled Distributions.  In connection with each election to defer an
Annual Deferral Amount, a Participant may elect to receive all or a portion of
such Annual Deferral Amount, plus amounts credited or debited on that amount
pursuant to Section 3.7, in the form of a lump sum payment, calculated as
of the close of business on or around the Benefit Distribution Date designated
by the Participant in accordance with this Section (a Scheduled
Distribution).  The Benefit Distribution
Date for the amount subject to a Scheduled Distribution election shall be the
first day of any Plan Year designated by the Participant, which may be no
sooner than 3 Plan Years after the end of the Plan Year to which the
Participants deferral election relates, unless otherwise provided on an
Election Form approved by the Committee.  Subject to the
other terms and conditions of this Plan, each Scheduled Distribution elected
shall be paid out during a 60 day period commencing immediately after the
Benefit Distribution Date.  By way of
example, if a Scheduled Distribution is elected for Annual Deferral Amounts
that are earned in the Plan Year commencing January 1, 2009, the earliest
Benefit Distribution Date that may be designated by a Participant would be January 1,
2013, and the Scheduled Distribution would be paid out during the 60 day period
commencing immediately after such Benefit Distribution Date.  4.2Postponing
Scheduled Distributions. 
A Participant may elect
to postpone a Scheduled Distribution described in Section 4.1 above, and have such amount paid
out during a 60 day period commencing immediately after an allowable
alternative Benefit Distribution Date designated in accordance with this Section 4.2. 
In order to make such an election, the Participant must submit an
Election Form to the Committee in accordance with the following criteria:  (a)The election of the new Benefit Distribution
Date shall have no effect until at least 12 months after the date on which the
election is made;  14


(b)The new Benefit Distribution Date selected by the Participant for such
Scheduled Distribution must be the first day of a Plan Year that is no sooner
than 5 years after the previously
designated Benefit Distribution Date; and  (c)The election must be madeat least 12 months prior to the Participants previously designated Benefit Distribution Date
for such Scheduled Distribution.  For purposes of applying the
provisions of this Section 4.2,
a Participants election to postpone a Scheduled Distribution shall not be
considered to be made until the date on which the election becomes irrevocable.  Such an election shall become irrevocable no
later than the date that is 12 months prior to the Participants previously
designated BenefitDistribution Date for suchScheduled Distribution.  4.3Other Benefits Take
Precedence Over Scheduled Distributions.  Should an event occur prior to any Benefit
Distribution Date designated for a Scheduled Distribution that would trigger a
benefit under Articles 5 through 9, as applicable, all amounts subject to a
Scheduled Distribution election shall be paid in accordance with the other
applicable provisions of the Plan and not in accordance with this Article 4.  4.4Unforeseeable Emergencies.  (a)If a Participant experiences an
Unforeseeable Emergency prior to the occurrence of a Scheduled Distribution or
a distribution event described in Articles 5 through 9, as applicable, the
Participant may petition the Committee to receive a partial or full payout from
the Plan.  The payout, if any, from the
Plan shall not exceed the lesser of (i) the Participants vested Account
Balance, calculated as of the close of business on or around the Benefit
Distribution Date for such payout, as determined by the Committee in accordance
with the provisions set forth below, or (ii) the amount necessary to
satisfy the Unforeseeable Emergency,
plus amounts necessary to pay Federal, state, or local income taxes or
penalties reasonably anticipated as a result of the distribution.  A Participant shall not be eligible to
receive a payout from the Plan to the extent that the Unforeseeable Emergency
is or may be relieved (A) through reimbursement or compensation by
insurance or otherwise, (B) by liquidation of the Participants assets, to
the extent the liquidation of such assets would not itself cause severe
financial hardship or (C) by cessation of deferrals under this Plan.  If the
Committee (or its delegate), in its sole discretion, approves a Participants
petition for payout from the Plan, the Participants Benefit Distribution Date
for such payout shall be the date on which such approval by the Committee (or
its delegate) occurs and such payout shall be distributed to the Participant in
a lump sum no later than 60 days after such Benefit Distribution Date.  In addition, in the event of such approval
the Participants outstanding deferral elections under the Plan shall be
cancelled.  (b)A Participants deferral elections under
this Plan shall also be cancelled to the extent the Committee determines that
such action is required for the Participant to obtain a hardship distribution
from an Employers 401(k) Plan pursuant to Treas. Reg. §1.401(k)-1(d)(3).  15


ARTICLE 5 Change in Control Benefit  5.1Change in Control
Benefit.  A Participant, in connection with his
or her commencement of participation in the Plan, shall have an opportunity to
irrevocably elect to receive his or her vested Account Balance in the form of a
lump sum payment in the event that a
Change in Control occurs prior to the Participants Separation from Service,
Disability or death (the Change in Control Benefit).  The
Benefit Distribution Date for the Change in Control Benefit, if any, shall be the date on which the Change in
Control occurs.  If a
Participant elects not to receive a Change in Control Benefit, or fails to make
an election in connection with his or her commencement of participation in the
Plan, the Participants Account Balance shall be paid in accordance with the
other applicable provisions of the Plan.  5.2Payment of Change in
Control Benefit.  The
Change in Control Benefit, if any, shall be calculated as of the close of
business on or around the Participants Benefit Distribution Date, as
determined by the Committee, and paid to the Participant no later than
60 days after the Participants Benefit Distribution Date.  ARTICLE 6 Retirement Benefit  6.1Retirement Benefit.  If a Participant experiences a Separation
from Service that qualifies as a Retirement, the Participant shall be eligible
to receive his or her vested Account Balance in either a lump sum or annual
installment payments, as elected by the Participant in accordance with Section 6.2
(the Retirement Benefit).  A
Participants Retirement Benefit shall be calculated as of the close of
business on or around the applicable Benefit Distribution Date for such
benefit, which shall be (a) the
first day after the end of the 6-month period immediately following the date on
which the Participant experiences such Separation from Service if the Participant is a Specified Employee, and(b) for all other Participants, the date on which the Participant experiences a Separation
from Service; provided, however, if a Participant
changes the form of distribution for one or more Annual Accounts in accordance
with Section 6.2(b), the
Benefit Distribution Date for the Annual Account(s) subject to such change
shall be determined in accordance with
Section 6.2(b).  6.2Payment of Retirement
Benefit.  (a)In connection with a Participants election
to defer an Annual Deferral Amount, the Participant shall elect the form in
which his or her Annual Account for such Plan Year will be paid.  The Participant may elect to receive each
Annual Account in the form of a lump sum or pursuant to an Annual Installment
Method of up to 15 years.  If a
Participant does not make any election with respect to the payment of an Annual
Account, then the Participant shall be deemed to have elected to receive such
Annual Account as a lump sum.  (b)A Participant may change the form of payment
for an Annual Account by submitting an Election Form to the Committee in
accordance with the following criteria:  16


(i)The
election shall not take effect until at least 12 months after the date on which
the election is made;  (ii)The new Benefit Distribution Date for such
Annual Account shall be 5 years after the Benefit Distribution Date that would
otherwise have been applicable to such Annual Account; and  (iii)The election must be made at least 12 months
prior to the Benefit Distribution Date that would otherwise have been
applicable to such Annual Account.  For purposes of applying the
provisions of this Section6.2(b), a Participants election to change the form of payment for an Annual
Account shall not be considered
to be made until the date on which the election becomes irrevocable.  Such an election shall become irrevocable no
later than the date that is 12 months prior to the Benefit
Distribution Date that would otherwise have been applicable to such Annual Account.  Subject to the requirements of this Section 6.2(b), the Election Form most recently accepted by the Committee that has
become effective for an Annual Account shall govern the form of payout of such
Annual Account.  (c)The lump
sum payment shall be made, or installment payments shall commence, no later
than 60 days after the applicable Benefit Distribution Date.  Remaining installments, if any, shall continue
in accordance with the Participants election for each Annual Account and shall
be paid no later than 60 days after the first day of each Plan Year following
the Plan Year in which the Participants Benefit Distribution Date occurs.  ARTICLE 7 Termination Benefit  7.1Termination Benefit.If a Participant
experiences a Separation from Service that does not qualify as a Retirement,
the Participant shall receive his or her vested Account Balance in the form of
a lump sum payment (the Termination Benefit). 
A Participants Termination Benefit shall be calculated as of the close
of business on or around the Benefit Distribution Date for such benefit, which
shall be (a) the first day after
the end of the 6-month period immediately following the date on which the
Participant experiences such Separation from Service if the Participant is a Specified Employee, and (b) for all other
Participants, the date on which the
Participant experiences a Separation from Service.  7.2Payment of Termination
Benefit.  The Termination
Benefit shall be paid to the Participant no later than 60 days after the
Participants Benefit Distribution Date.  ARTICLE 8 Disability Benefit  8.1Disability Benefit. 
If a Participant becomes Disabled prior to the occurrence of a distribution event described in Articles
5 through 7 or 9, as applicable, the Participant shall receive his or her
vested Account Balance in the form of a lump sum payment (the Disability
Benefit).  The Disability Benefit shall
be calculated as of the close of business on or around the Participants
Benefit Distribution Date for such benefit, which shall be the date on which
the Participant becomes Disabled.  17


8.2Payment of Disability
Benefit.The Disability Benefit
shall be paid to the Participant no later than 60 days after the Participants
Benefit Distribution Date.  ARTICLE 9 Death Benefit  9.1Death Benefit.  In the event of a Participants death prior
to the complete distribution of his or her vested Account Balance, the
Participants Beneficiary(ies) shall receive the Participants unpaid vested
Account Balance in a lump sum payment (the Death Benefit).  The Death Benefit shall be calculated as of
the close of business on or around the Benefit Distribution Date for such
benefit, which shall be the date of the Participants death.  9.2Payment of Death Benefit.  The Death Benefit shall be paid to the
Participants Beneficiary(ies) no later than 60 days after the Participants
Benefit Distribution Date.  ARTICLE 10 Beneficiary Designation  10.1Beneficiary.  Each Participant shall have the right, at any
time, to designate his or her Beneficiary(ies) (both primary as well as
contingent) to receive any benefits payable under the Plan to a beneficiary
upon the death of a Participant.  The
Beneficiary designated under this Plan may be the same as or different from the
Beneficiary designation under any other plan of an Employer in which the
Participant participates.  10.2Beneficiary Designation;
Change; Spousal Consent. 
A Participant shall designate his or her Beneficiary by completing and
signing the Beneficiary Designation Form, and returning it to the Committee or
its designated agent.  A Participant
shall have the right to change a Beneficiary by completing, signing and
otherwise complying with the terms of the Beneficiary Designation Form and
the Committees rules and procedures, as in effect from time to time.  If the Participant names someone other than
his or her spouse as a Beneficiary, the Committee may, in its sole discretion,
determine that spousal consent is required to be provided in a form designated
by the Committee, executed by such Participants spouse and returned to the
Committee.  Upon the acceptance by the
Committee of a new Beneficiary Designation Form, all Beneficiary designations
previously filed shall be canceled.  The
Committee shall be entitled to rely on the last Beneficiary Designation Form filed
by the Participant and accepted by the Committee prior to his or her death.  10.3Acknowledgment.  No designation or change in designation of a
Beneficiary shall be effective until received and acknowledged in writing by
the Committee or its designated agent.  10.4No Beneficiary Designation.  If a Participant fails to designate a
Beneficiary as provided in Sections 10.1, 10.2 and 10.3 above or, if all designated
Beneficiaries predecease the Participant or die prior to complete distribution
of the Participants benefits, then the Participants designated Beneficiary
shall be deemed to be his or her surviving spouse.  If the Participant has no surviving spouse,
the benefits remaining under the Plan to be paid to a Beneficiary shall be
payable to the executor or personal representative of the Participants estate.  18


10.5Doubt as to Beneficiary.  If the Committee has any doubt as to the
proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause the Participants
Employer to withhold such payments until this matter is resolved to the
Committees satisfaction.  10.6Discharge of Obligations.  The payment of benefits under the Plan to a
Beneficiary shall fully and completely discharge all Employers and the
Committee from all further obligations under this Plan with respect to the
Participant, and that Participants Plan Agreement shall terminate upon such
full payment of benefits.  ARTICLE 11 Leave of Absence  11.1Paid Leave of Absence.  If a Participant is authorized by the Participants
Employer to take a paid leave of absence from the employment of the Employer,
and such leave of absence does not constitute a Separation from Service, (a) the
Participant shall continue to be considered eligible for the benefits provided
under the Plan, and (b) the Annual Deferral Amountshall continue to be withheld during such
paid leave of absence in accordance with Section 3.3.  11.2Unpaid Leave of Absence.  If a Participant is authorized by the
Participants Employer to take an unpaid leave of absence from the employment
of the Employer for any reason, and such leave of absence does not constitute a
Separation from Service, such Participant shall continue to be eligible for the
benefits provided under the Plan.  During
the unpaid leave of absence, the Participant shall not be allowed to make any
additional deferral elections.  However,
if the Participant returns to employment, the Participant may elect to defer an
Annual Deferral Amount for the Plan Year following his or her return to employment
and for every Plan Year thereafter while a Participant in the Plan, provided
such deferral elections are otherwise allowed and an Election Form is
delivered to and accepted by the Committee for each such election in accordance
with Section 3.2 above.  ARTICLE 12 Termination of Plan, Amendment or Modification  12.1Termination of Plan.  Although each Employer anticipates that it
will continue the Plan for an indefinite period of time, there is no guarantee
that any Employer will continue the Plan or will not terminate the Plan at any
time in the future.  Accordingly, each
Employer reserves the right to terminate the Plan with respect to all of its
Participants.  In the event of a Plan termination no new deferral elections
shall be permitted for the affected Participants and such Participants shall no
longer be eligible to receive new Company contributions.  However, after the Plan termination the
Account Balances of such Participants shall continue to be credited with Annual
Deferral Amounts attributable to a deferral election that was in effect prior
to the Plan termination to the extent deemed necessary to comply with Code Section 409A
and related Treasury Regulations, and additional amounts shall continue to be
credited or debited to such Participants Account Balances pursuant to Section 3.7.  The
Measurement Funds available to Participants following the termination of the
Plan shall be comparable in number and type to those Measurement Funds
available to Participants in the Plan Year preceding the Plan Year in which the
Plan termination is effective. In addition,following a Plan termination, Participant
Account Balances shall remain in the Plan and shall not be distributed until
such amounts become eligible for distribution in accordance with the other
applicable provisions of the Plan.Notwithstanding the preceding
sentence, to the extent permitted by Treas. Reg. §1.409A-3(j)(4)(ix), the Employer may
provide that upon termination of the Plan, all Account Balances of the
Participants shall be distributed, subject to and in accordance with any rules established
by such Employer deemed necessary to comply with the applicable requirements
and limitations of Treas. Reg. §1.409A-3(j)(4)(ix).  19


12.2Amendment.  (a)Any Employer may, at any time, amend or
modify the Plan in whole or in part with respect to that Employer.  Notwithstanding the foregoing, (i) no
amendment or modification shall be effective to decrease the value of a
Participants vested Account Balance in existence at the time the amendment or
modification is made, and (ii) no amendment or modification of this Section 12.2 or Section 13.2 of the Plan shall be effective.  (b)If a Participants Plan Agreement contains
benefits or limitations that are not in this Plan document, the Employer may
amend or terminate such provisions with the written consent of the Participant.  (c)Notwithstanding any provision of the Plan to
the contrary, in the event that the Committee determines that any provision of
the Plan or any Plan Agreement may cause amounts deferred under the Plan to
become immediately taxable to any Participant under Code Section 409A and
related Treasury guidance or Regulations, each Employer may (i) adopt such
amendments to the Plan, Plan Agreement and appropriate policies and procedures,
including amendments and policies with retroactive effect, that the Employer
determines necessary or appropriate to preserve the intended tax treatment of
the Plan benefits provided by the Plan and/or (ii) take such other actions
as the Employer determines necessary or appropriate to comply with the
requirements of Code Section 409A and related Treasury guidance or
Regulations to avoid the imputation of any tax, penalty or interest thereunder.  12.3Effect of Payment.  The full payment of the Participants vested
Account Balance in accordance with the applicable provisions of the Plan shall
completely discharge all obligations to a Participant and his or her designated
Beneficiaries under this Plan, and the Participants Plan Agreement shall
terminate.  ARTICLE 13 Administration  13.1Committee Duties.  Except as otherwise provided in this Article 13,
this Plan shall be administered by a Committee, which shall consist of the
Board, or such committee of management and/or Board members as the Board shall
appoint.  Members of the Committee may be
Participants under this Plan.  The
Committee shall also have the discretion and authority to (a) make, amend,
interpret, and enforce all appropriate rules and regulations for the
administration of this Plan, and (b) decide or resolve any and all
questions, including benefit entitlement determinations and interpretations of
this Plan, as may arise in connection with the Plan.  Any individual serving on the Committee who
is a Participant shall not vote or act on any matter relating solely to himself
or herself.  When making a determination
or calculation, the Committee shall be entitled to rely on information
furnished by a Participant or the Company. 
The Committee may, in its sole discretion and from time to time,
delegate any administrative or ministerial duties related to the Plan to any
officers or staff of the Company.  20


13.2Administration Upon Change
In Control.  For purposes
of this Plan, the Committee shall be the Administrator at all times prior to
the occurrence of a Change in Control. 
Within one hundred and twenty (120) days following a Change in Control,
an independent third party Administrator may be selected by the individual or
individuals who, immediately prior to the Change in Control, held a position as
Chief Executive Officer of the Company or, if not so identified, held a
position as the Companys highest ranking officer(s) (the Ex-CEO), and
approved by the Trustee.  The Committee,
as constituted prior to the Change in Control, shall continue to be the
Administrator until the earlier of (a) the date on which such independent
third party is selected and approved, or (b) the expiration of the one
hundred and twenty (120) day period following the Change in Control.  If an independent third party is not selected
within one hundred and twenty (120) days of such Change in Control, the
Committee, as described in Section 13.1
above, shall be the Administrator.  The
Administrator shall have the discretionary power to determine all questions
arising in connection with the administration of the Plan and the
interpretation of the Plan and Trust including, but not limited to benefit
entitlement determinations; provided, however, upon and after the occurrence of
a Change in Control, the Administrator shall have no power to direct the
investment of Plan or Trust assets or select any investment manager or
custodial firm for the Plan or Trust. 
Upon and after the occurrence of a Change in Control, the Company must: (i) pay
all reasonable administrative expenses and fees of the Administrator; (ii) indemnify
the Administrator against any costs, expenses and liabilities including,
without limitation, attorneys fees and expenses arising in connection with the
performance of the Administrator hereunder, except with respect to matters
resulting from the gross negligence or willful misconduct of the Administrator
or its employees or agents; and (iii) supply full and timely information
to the Administrator on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the Account Balances of the Participants,
the date and circumstances of the Separation from Service, Disability or death
of the Participants, and such other pertinent information as the Administrator
may reasonably require.  Upon and after a
Change in Control, the Administrator may be terminated (and a replacement
appointed) by the Trustee only with the approval of the Ex-CEO.  Upon and after a Change in Control, the
Administrator may not be terminated by the Company.  13.3Agents.  In the administration of this Plan, the
Committee, as applicable, may, from time to time, employ agents and delegate to
them such administrative duties as it sees fit (including acting through a duly
appointed representative) and may from time to time consult with counsel who
may be counsel to any Employer.  13.4Binding Effect of
Decisions.  The decision
or action of the Committee or Administrator, as applicable, with respect to any
question arising out of or in connection with the administration,
interpretation and application of the Plan and the rules and regulations
promulgated hereunder shall be final and conclusive and binding upon all
persons having any interest in the Plan.  21


13.5Indemnity of Committee.  All Employers shall indemnify and hold
harmless the members of the Committee, any Employee to whom the duties of the
Committee may be delegated, and the Administrator against any and all claims,
losses, damages, expenses or liabilities arising from any action or failure to
act with respect to this Plan, except in the case of willful misconduct by the
Committee, any of its members, any such Employee or the Administrator seeking
indemnification hereunder.  13.6Employer Information.  To enable the Committee and/or Administrator
to perform its functions, the Company and each Employer shall supply full and
timely information to the Committee (or its delegate) and/or Administrator, as
the case may be, on all matters relating to the Plan, the Trust, the
Participants and their Beneficiaries, the Account Balances of the Participants,
the compensation of its Participants, the date and circumstances of the
Separation from Service, Disability or death of its Participants, and such
other pertinent information as the Committee (or its delegate) or Administrator
may reasonably require.  ARTICLE 14 Other Benefits and Agreements  14.1Coordination with Other
Benefits.  The benefits
provided for a Participant and Participants Beneficiary under the Plan are in
addition to any other benefits available to such Participant under any other
plan or program for employees of the Participants Employer.  The Plan shall supplement and shall not
supersede, modify or amend any other such plan or program except as may
otherwise be expressly provided.  ARTICLE 15 Claims Procedures  15.1Presentation of Claim.  Any Participant or Beneficiary of a deceased
Participant (such Participant or Beneficiary being referred to below as a Claimant)
may deliver to the Committee a written claim for a determination with respect
to the amounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a
notice received by the Claimant, the claim must be made within 60 days
after such notice was received by the Claimant. 
All other claims must be made within 180 days of the date on which
the event that caused the claim to arise occurred.  The claim must state with particularity the
determination desired by the Claimant.  15.2Notification of Decision.  The Committee shall consider a Claimants
claim within a reasonable time, but no later than 90 days after receiving the
claim.  If the Committee determines that
special circumstances require an extension of time for processing the claim,
written notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 90 day period. 
In no event shall such extension exceed a period of 90 days from the end
of the initial period.  The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the benefit
determination.  The Committee shall
notify the Claimant in writing:  22


(a)that the Claimants requested determination
has been made, and that the claim has been allowed in full; or  (b)that the Committee has reached a conclusion
contrary, in whole or in part, to the Claimants requested determination, and
such notice must set forth in a manner calculated to be understood by the
Claimant:  (i)the specific reason(s) for the denial
of the claim, or any part of it;  (ii)specific reference(s) to pertinent
provisions of the Plan upon which such denial was based;  (iii)a description of any additional material or
information necessary for the Claimant to perfect the claim, and an explanation
of why such material or information is necessary;  (iv)an explanation of the claim review procedure
set forth in Section 15.3
below; and  (v)a statement of the Claimants right to bring
a civil action under ERISA Section 502(a) following an adverse
benefit determination on review.  15.3Review of a Denied Claim.  On or before 60 days after receiving a
notice from the Committee that a claim has been denied, in whole or in part, a
Claimant (or the Claimants duly authorized representative) may file with the
Committee a written request for a review of the denial of the claim.  The Claimant (or the Claimants duly
authorized representative):  (a)may, upon request and free of charge, have
reasonable access to, and copies of, all documents, records and other
information relevant (as defined in applicable ERISA regulations) to the claim
for benefits;  (b)may submit written comments or other
documents; and/or  (c)may request a hearing, which the Committee,
in its sole discretion, may grant.  15.4Decision on Review.  The Committee shall render its decision on
review promptly, and no later than 60 days after the Committee receives
the Claimants written request for a review of the denial of the claim.  If the Committee determines that special
circumstances require an extension of time for processing the claim, written
notice of the extension shall be furnished to the Claimant prior to the
termination of the initial 60 day period. 
In no event shall such extension exceed a period of 60 days from the end
of the initial period.  The extension
notice shall indicate the special circumstances requiring an extension of time
and the date by which the Committee expects to render the benefit
determination.  In rendering its
decision, the Committee shall take into account all comments, documents,
records and other information submitted by the Claimant relating to the claim,
without regard to whether such information was submitted or considered in the
initial benefit determination.  The
decision must be written in a manner calculated to be understood by the
Claimant, and it must contain:  (a)specific reasons for the decision;  (b)specific reference(s) to the pertinent
Plan provisions upon which the decision was based;  23


(c)a statement that the Claimant is entitled to
receive, upon request and free of charge, reasonable access to and copies of,
all documents, records and other information relevant (as defined in applicable
ERISA regulations) to the Claimants claim for benefits; and  (d)a statement of the Claimants right to bring
a civil action under ERISA Section 502(a).  15.5Legal Action.  A Claimants compliance with the foregoing
provisions of this Article 15 is a mandatory prerequisite to a Claimants
right to commence any legal action with respect to any claim for benefits under
this Plan.  ARTICLE 16 Trust  16.1Establishment of the Trust.  In order to provide assets from which to
fulfill the obligations of the Participants and their Beneficiaries under the
Plan, the Company shall establish a trust by a trust agreement with a third
party, the trustee (the Trust), and each Employer shall at least annually
transfer over to the Trust such assets as the Employer determines, in its sole
discretion, are necessary to provide, on a present value basis, for its
respective future liabilities created with respect to the Annual Accounts for
such Employers Participants (or such Participants Beneficiaries) for all
periods prior to the transfer, as well as any debits and credits to such
Participants Annual Accounts for all periods prior to the transfer, taking
into consideration the value of the assets in the Trust at the time of the
transfer.  16.2Interrelationship of the
Plan and the Trust.  The
provisions of the Plan and the Plan Agreement shall govern the rights of a
Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern the
rights of the Employers, Participants and the creditors of the Employers to the
assets transferred to the Trust.  Each
Employer shall at all times remain liable to carry out its obligations under
the Plan.  16.3Distributions From the
Trust.  Each Employers
obligations under the Plan may be satisfied with Trust assets distributed
pursuant to the terms of the Trust, and any such distribution shall reduce the
Employers obligations under this Plan.  ARTICLE 17 Miscellaneous  17.1Status of Plan.  The Plan is intended to be a plan that is not
qualified within the meaning of Code Section 401(a) and that is unfunded
and is maintained by an employer primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees within the meaning of ERISA Sections 201(2), 301(a)(3) and
401(a)(1).  The Plan shall be administered
and interpreted (a) to the extent possible in a manner consistent with the
intent described in the preceding sentence, and (b) in accordance with
Code Section 409A and related Treasury guidance and Regulations.  17.2Unsecured General Creditor.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, interests or
claims in any property or assets of an Employer.  For purposes of the payment of benefits under
this Plan, any and all of an Employers assets shall be, and remain, the
general, unpledged unrestricted assets of the Employer.  An Employers obligation under the Plan shall
be merely that of an unfunded and unsecured promise to pay money in the future.  24


17.3Employers Liability.  An Employers liability for the payment of
benefits shall be defined only by the Plan and the Plan Agreement, as entered
into between the Employer and a Participant. 
An Employer shall have no obligation to a Participant under the Plan
except as expressly provided in the Plan and his or her Plan Agreement.  17.4Nonassignability.  Neither a Participant nor any other person
shall have any right to commute, sell, assign, transfer, pledge, anticipate,
mortgage or otherwise encumber, transfer, hypothecate, alienate or convey in
advance of actual receipt, the amounts, if any, payable hereunder, or any part
thereof, which are, and all rights to which are expressly declared to be,
unassignable and non-transferable.  No
part of the amounts payable shall, prior to actual payment, be subject to
seizure, attachment, garnishment or sequestration for the payment of any debts,
judgments, alimony or separate maintenance owed by a Participant or any other
person, be transferable by operation of law in the event of a Participants or
any other persons bankruptcy or insolvency or be transferable to a spouse as a
result of a property settlement or otherwise.  17.5Not a Contract of
Employment.  The terms and
conditions of this Plan shall not be deemed to constitute a contract of
employment between any Employer and the Participant.  Such employment is hereby acknowledged to be
an at will employment relationship that can be terminated at any time for any
reason, or no reason, with or without cause, and with or without notice, unless
expressly provided in a written employment agreement.  Nothing in this Plan shall be deemed to give
a Participant the right to be retained in the service of any Employer, either
as an Employee or a Director, or to interfere with the right of any Employer to
discipline or discharge the Participant at any time.  17.6Furnishing Information.  A Participant or his or her Beneficiary will
cooperate with the Committee by furnishing any and all information requested by
the Committee and take such other actions as may be requested in order to
facilitate the administration of the Plan and the payments of benefits
hereunder, including but not limited to taking such physical examinations as
the Committee may deem necessary.  17.7Terms.  Whenever any words are used herein in the
masculine, they shall be construed as though they were in the feminine in all
cases where they would so apply; and whenever any words are used herein in the
singular or in the plural, they shall be construed as though they were used in
the plural or the singular, as the case may be, in all cases where they would
so apply.  17.8Captions.  The captions of the articles, sections and
paragraphs of this Plan are for convenience only and shall not control or
affect the meaning or construction of any of its provisions.  17.9Governing Law.  Subject to ERISA, the provisions of this Plan
shall be construed and interpreted according to the internal laws of the State
of Delaware without regard to its conflicts of laws principles.  17.10Notice.  Any notice or filing required or permitted to
be given to the Committee under this Plan shall be sufficient if in writing and
hand-delivered, or sent by registered or certified mail, to the address below:  25


Guess?, Inc. Attn: Director of Human Resources 1444 South Alameda Street Los Angeles, CA 90021  Such notice shall be deemed given as of the date of delivery or, if
delivery is made by mail, as of the date shown on the postmark on the receipt
for registration or certification.  Any notice or filing required or permitted to be given to a Participant
under this Plan shall be sufficient if in writing and hand-delivered, or sent
by mail, to the last known address of the Participant.  17.11Successors.  The provisions of this Plan shall bind and
inure to the benefit of the Participants Employer and its successors and
assigns and the Participant and the Participants designated Beneficiaries.  17.12Spouses Interest.  The interest in the benefits hereunder of a
spouse of a Participant who has predeceased the Participant shall automatically
pass to the Participant and shall not be transferable by such spouse in any
manner, including but not limited to such spouses will, nor shall such
interest pass under the laws of intestate succession.  17.13Validity.  In case any provision of this Plan shall be
illegal or invalid for any reason, said illegality or invalidity shall not
affect the remaining parts hereof, but this Plan shall be construed and
enforced as if such illegal or invalid provision had never been inserted
herein.  17.14Incompetent.  If the Committee determines in its discretion
that a benefit under this Plan is to be paid to a minor, a person declared
incompetent or to a person incapable of handling the disposition of that persons
property, the Committee may direct payment of such benefit to the guardian,
legal representative or person having the care and custody of such minor,
incompetent or incapable person.  The
Committee may require proof of minority, incompetence, incapacity or
guardianship, as it may deem appropriate prior to distribution of the
benefit.  Any payment of a benefit shall
be a payment for the account of the Participant and the Participants Beneficiary,
as the case may be, and shall be a complete discharge of any liability under
the Plan for such payment amount.  17.15Domestic Relations Orders.  If necessary to comply with a domestic
relations order, as defined in Code Section 414(p)(1)(B), pursuant to
which a court has determined that a spouse or former spouse of a Participant
has an interest in the Participants benefits under the Plan, the Committee
shall have the right to immediately distribute the spouses or former spouses
interest in the Participants benefits under the Plan to such spouse or former
spouse.  17.16Insurance.  The Employers, on their own behalf or on
behalf of the trustee of the Trust, and, in their sole discretion, may apply
for and procure insurance on the life of the Participant, in such amounts and
in such forms as the Employers or the trustee of the Trust may choose.  The Employers or the trustee of the Trust, as
the case may be, shall be the sole owner and beneficiary of any such
insurance.  The Participant shall have no
interest whatsoever in any such policy or policies, and at the request of the
Employers shall submit to medical examinations and supply such information and
execute such documents as may be required by the insurance company or companies
to whom the Employers have applied for insurance.  26


17.17Legal Fees To Enforce
Rights After Change in Control. 
The Company and each Employer is aware that upon the occurrence of a
Change in Control, the Board or the board of directors of a Participants
Employer (which might then be composed of new members) or a shareholder of the
Company or the Participants Employer, or of any successor corporation might
then cause or attempt to cause the Company, the Participants Employer or such
successor to refuse to comply with its obligations under the Plan and might
cause or attempt to cause the Company or the Participants Employer to
institute, or may institute, litigation seeking to deny Participants the
benefits intended under the Plan.  In
these circumstances, the purpose of the Plan could be frustrated.  Accordingly, if, following a Change in
Control, (i) a Participant or Beneficiary institutes any litigation or
other legal action which seeks to recover benefits under the Plan or which
otherwise asserts that the Committee, the Company, the Employer or any
successor entity to the Company or the Employer has failed to comply with any
of its obligations under this Plan or any agreement thereunder with respect to
such Participant or Beneficiary, or if the Committee, the Company, the Employer
or any other person takes any action to declare this Plan void or unenforceable
or institutes any litigation or other legal action designed to deny, diminish
or to recover from any Participant or Beneficiary the benefits intended to be
provided under the Plan, and (ii) the Participant or Beneficiary retains
counsel in connection with such litigation or legal action, then, if the final
decision of a court of competent jurisdiction determines that the Participant
or Beneficiary has prevailed with respect to all or part of such litigation or
legal action the Company and such Employer (who shall be jointly and severally
liable) shall be required to pay the reasonable attorneys fees and expenses of
the Participant or Beneficiary in connection with the initiation or defense of
such litigation or legal action with respect to such matters, whether by or
against the Committee, the Company, the Employer or any director, officer,
shareholder or other person affiliated with the Company, the Employer or any
successor thereto in any jurisdiction.  17.18Distribution in the Event
of Income Inclusion Under Code Section 409A.  If any portion of a Participants Account
Balance under this Plan is required to be included in income by the Participant
prior to receipt due to a failure of this Plan to comply with the requirements
of Code Section 409A and related Treasury Regulations, the Committee may
determine that such Participant shall receive a distribution from the Plan in
an amount equal to the lesser of (i) the portion of his or her Account
Balance required to be included in income as a result of the failure of the
Plan to comply with the requirements of Code Section 409A and related
Treasury Regulations, or (ii) the unpaid vested Account Balance.  27


IN WITNESS
WHEREOF, this Plan document, originally adopted as of October 31, 2005, is
hereby amended and restated as of December 18, 2008.  CompanyGuess?, Inc.,a Delaware corporation/s/ Carlos AlberiniBy:
  Carlos AlberiniTitle:
  President and Chief Operating Officer  28