AMERICAN EAGLE OUTFITTERS DEFERRED COMPENSATION PLAN

EXHIBIT 10.2

AMERICAN EAGLE OUTFITTERS

DEFERRED COMPENSATION PLAN

Master Plan Document

Amended and Restated

December 22, 2008

TABLE OF CONTENTS

PURPOSE

The purpose of this Plan is to provide specified benefits to a select group of management or highly compensated Employees who contribute materially to the continued growth, development and future business success of American Eagle Outfitters, 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 initially was effective January 1, 2005. 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. Accordingly, this Plan is hereby amended and restated, effective January 1, 2008, to govern amounts earned and vested after December 31, 2004. In order to transition to the requirements of Code Section 409A and related Treasury Regulations, the Committee may make available to Participants certain transition relief with respect to revised payment elections provided under Internal Revenue Service Notice 2007-86, as described more fully in Appendix A of this Plan.

ARTICLE 1

DEFINITIONS

For purposes of this Plan, unless otherwise clearly apparent from the context, the following phrases or terms shall have the meanings set forth in this Article 1:

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 designated Beneficiary, pursuant to this Plan.

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.

1.3 Annual Deferral Amount shall mean that a portion of a Participant's Base Salary and Bonus 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. By way of example, if the Participant elects a 10 year Annual Installment Method for the Retirement Benefit, the first payment shall be 1/10 of the vested Account Balance, calculated as described in this definition. The following year, the payment shall be 1/9 of the vested Account Balance, calculated as described in this definition. The amount of the first annual payment shall be calculated as of the close of business on or around the Participant's Benefit Determination Date, and the amount of each subsequent annual payment shall be calculated on or around each anniversary of such Benefit Determination Date. 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), 403(b), or 132(f) 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 6, 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 Determination Date shall mean the date upon which all or an objectively determinable portion of a Participant's vested benefits will become eligible for distribution, as provided in Articles 4 through 5, as applicable.

1.9 Board shall mean the board of directors of the Company.

1.10 Bonus shall mean any compensation, in addition to Base Salary but excluding any long-term incentive plan awards payable under the Company's 2005 Stock Award and Incentive Plan, or any successor plan, earned by a Participant under any Employer's bonus and cash incentive plans.

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 corporation, as determined in accordance with this Section and interpreted in accordance with Code Section 409A.

In order for an event described below to constitute a Change in Control with respect to a Participant, except as otherwise provided in part (b) of this Section, the applicable event must relate to the corporation for which the Participant is providing services, the corporation that is liable for payment of the Participant's Account Balance (or all corporations liable for payment if more than one), as identified by the Committee in accordance with Treas. Reg. Section 1.409A-3(i)(5)(ii)(A)(2), or such other corporation identified by the Committee in accordance with Treas. Reg. Section 1.409A-3(i)(5)(ii)A)(3).

In determining whether an event shall be considered 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 a corporation, the following provisions shall apply:

• • • (a) A "change in the ownership" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires ownership of stock of such corporation that, together with stock held by such person or group, constitutes more than 50% of the total fair market value or total voting power of the stock of such corporation, as determined in accordance with Treas. Reg. Section 1.409A-3(i)(5)(v). If a person or group is considered either to own more than 50% of the total fair market value or total voting power of the stock of such corporation, or to have effective control of such corporation within the meaning Treas. Reg. Section 1.409A-3(i)(5)(vi) (generally 30% of the voting power of such corporation) and such person or group acquires additional stock of such corporation, the acquisition of additional stock by such person or group shall not be considered to cause a "change in the ownership" of such corporation.

      (b) A "change in the effective control" of the applicable corporation shall occur on the date on which a majority of the members of the applicable corporation's board of directors is replaced during any 12-month period by directors whose appointment or election is not endorsed by a majority of the members of such corporation's board of directors before the date of the appointment or election, as determined in accordance with Treas. Reg. Section 1.409A-3(i)(5)(vi). In determining whether the event described in the preceding sentence has occurred, the applicable corporation to which the event must relate shall only include a corporation identified in accordance with Treas. Reg. Section 1.409A-3(i)(5)(ii) for which no other corporation is a majority shareholder.

      (c) A "change in the ownership of a substantial portion of the assets" of the applicable corporation shall occur on the date on which any one person, or more than one person acting as a group, acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or persons) assets from the corporation that have a total gross fair market value equal to or more than 40% of the total gross fair market value of all of the assets of the corporation immediately before such acquisition or acquisitions, as determined in accordance with Treas. Reg. Section 1.409A-3(i)(5)(vii). A transfer of assets shall not be treated as a "change in the ownership of a substantial portion of the assets" when such transfer is made to an entity that is controlled by the shareholders of the transferor corporation, as determined in accordance with Treas. Reg. Section 1.409A-3(i)(5)(vii)(B).

1.12 Code shall mean the Internal Revenue Code of 1986, as it may be amended from time to time.

1.13 Committee shall mean the committee described in Article 9.

1.14 Company shall mean American Eagle Outfitters, Inc., a Delaware corporation, and any successor to all or substantially all of the Company's assets or business.

1.15 Company Contribution Amount shall mean, for any one Plan Year, the amount determined in accordance with Section 3.4.

1.16 Company Restoration Matching Amount shall mean, for any one Plan Year, the amount determined in accordance with Section 3.5.

1.17 Disability or Disabled shall mean that a Participant is either (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.

1.18 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.

1.19 Employee shall mean a person who is an employee of an Employer.

1.20. Employer(s) shall be defined as follows:

• • • • (a) Except as otherwise provided in part (b) of this Section, the term "Employer(s)" 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(s)" 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 at least 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. Section 1.414(c)-2 for determining the trades or businesses that are under common control under Code Section 414(c).

1.21 ERISA shall mean the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

1.22 401(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.

1.23 Measurement Funds shall mean hypothetical investment alternatives based on mutual funds or other investments selected by the Committee for purposes of determining the earnings (or losses) on a Participant's Account Balance.

1.24 Participant shall mean any Employee (a) who is selected to participate in the Plan, (b) whose executed Plan Agreement and Election Form are accepted by the Committee, and (c) whose Plan Agreement has not terminated.

1.25 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. Section 1.409A-1(e).

1.26 Plan shall mean the American Eagle Outfitters 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 Account Balance.

1.27 Plan Agreement shall mean a written agreement, entered into by and between an Employer and a Participant 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.

1.28. Plan Year shall mean a period beginning on January 1 of each calendar year and continuing through December 31 of such calendar year.

1.29 Retirement, Retire(s) or Retired shall mean the Separation from Service for any reason other than a leave of absence, death or Disability on or after the attainment of age 55 with 5 Years of Service.

1.30 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. Section 1.409A-1(h). A Participant shall be considered to have experienced a termination of services 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).

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.

If leave of absence is due to disability, then the applicable period described previously will be 29 months instead of 6 months. For this purpose, "disability" shall mean any medically determinable physical or mental impairment that can be expected to result in death or last a continuous period of not less than 6 months that causes the employee to be unable to perform the duties of his or her position or a similar job.

1.31 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. Section 1.409A-1(i). In determining whether a Participant is a Specified Employee, the following provisions shall apply:

• • • (a) The Committee's identification of the individuals who fall within the definition of "key employee" under Code Section 416(i) ( without regard to paragraph (5) thereof ) shall be based upon the 12-month period ending on each December 31 (referred to below as the "identification date"). In applying the applicable provisions of Code Section 416(i) to identify such individuals, "compensation" shall be determined in accordance with Treas. Reg. Section 1.415(c)-2(a) without regard to (i) any safe harbor provided in Treas. Reg. Section 1.415(c)-2(d), (ii) any of the special timing rules provided in Treas. Reg. Section 1.415(c)-2(e), and (iii) any of the special rules provided in Treas. Reg. Section 1.415(c)-2(g); and

      (b) Each Participant who is among the individuals identified as a "key employee" in accordance with part (a) of this Section shall be treated as a Specified Employee for purposes of this Plan if such Participant experiences a Separation from Service during the 12-month period that begins on April 1 following the applicable identification date and ends on March 31 of the following year.

1.32 Trust shall mean one or more trusts established by the Company in accordance with Article 12.

1.33 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), or (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 based on the relevant facts and circumstances.

1.34 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

2.1 Selection by Committee. Participation in the Plan shall be limited to a select group of management or highly compensated Employees as determined by the Committee in its sole discretion. From that group, the Committee shall select, in its sole discretion, those individuals who may actually participate in this Plan.

2.2 Enrollment and Eligibility Requirements; Commencement of Participation.

• • • • (a) Enrollment Forms . As a condition to participation, each selected Employee shall complete, execute and return to the Committee a Plan Agreement and an Election form by the deadline(s) established by the Committee in accordance with the applicable provisions of this Plan. Such Employee may also execute a Beneficiary Designation Form in accordance with procedures set forth by the Committee. In addition, the Committee shall establish from time to time such other enrollment requirements as it determines, in its sole discretion, are necessary.

        (b) Committee Determination of Enrollment . Each 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 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.

        (c) Failure to Complete Forms . If an Employee fails to meet all requirements established by the Committee within the period required, that Employee shall not be eligible to participate in the Plan during such Plan Year.

2.3 Amendment of Eligibility Criteria. Eligibility for participation in one year does not guarantee eligibility to participate in a future year. The Committee may, in its discretion, change the criteria for eligibility for any reason, provided, however, that eligibility is always limited to a select group of management or highly compensated employees.

ARTICLE 3

DEFERRAL COMMITMENTS / COMPANY CONTRIBUTION

AMOUNTS / COMPANY RESTORATION MATCHING

AMOUNTS / VESTING / CREDITING / TAXES

3.1 Minimum and Maximum Deferrals.

• • • • (a) Annual Deferral Amount . For each Plan Year, a Participant may elect to defer (if eligible to receive such compensation), Base Salary and Bonus to be his or her Annual Deferral Amount, in the following minimum amounts (unless the Committee prescribes another amount) for each deferral elected:

        Deferral                                         Minimum Amount

        Base Salary and Bonus                    (i) $2,000 aggregate; or

                                                               (ii) such other amount as may be announced by

                                                                    the Committee prior to the beginning of the Plan Year

                                                                    to which such minimum amount will relate

      If the Committee determines, in its sole discretion, prior to the beginning of a Plan Year that a Participant has made an election for less than the stated minimum amounts, or if no election is made, the amount deferred shall be zero.

      Additionally, for each Plan Year, a Participant may elect to defer (if eligible to receive such compensation), Base Salary and Bonus to be his or her Annual Deferral Amount, up to the following maximum percentages for each deferral elected:

              Deferral                                         Maximum Percentage

               Base Salary                                          90%

               Bonus                                                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 permissible minimum and maximum Annual Deferral Amount for the short Plan Year will 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.

3.2 Timing 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 and Bonus, 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 31 preceding the Plan Year in which such compensation will be earned.

        Any deferral election for a Plan Year made in accordance with this Section 3.2(a) shall be irrevocable as of December 31 of the preceding Plan Year in which such compensation will be earned; 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 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(d) below.

        (b) Timing of Deferral Elections for Newly Eligible Plan Participants . A 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. Section 1.409A-2(a)(7)(ii) and the "plan aggregation" rules provided in Treas. Reg. Section 1.409A-1(c)(2), may be permitted to make an election to defer the portion of Base Salary and Bonus 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 30 ^th day after the date the selected Employee becomes eligible to participate in the Plan.

        (c) Timing of Deferral Elections for Performance-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(c), (1) the performance criteria must relate to a performance period of at least 12 consecutive months, and (2) 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(c) be permitted to apply to any amount of Performance-Based Compensation that has become readily ascertainable.

        (d) Timing Rule for Deferral of Compensation Subject to Risk of Forfeiture . With respect to compensation (i) to which a Participant has a legally binding right to payment in a subsequent year, and (ii) that is subject to a forfeiture condition requiring the Participant's continued services for a period of at least 12 months from the date the Participant obtains the legally binding right, the Committee may determine that an irrevocable deferral election for such compensation may be made by timely delivering an Election Form to the Committee in accordance with its rules and procedures, no later than the 30 ^th day after the Participant obtains the legally binding right to the compensation, provided that the election is made at least 12 months in advance of the earliest date at which the forfeiture condition could lapse, as determined in accordance with Treas. Reg. Section 1.409A-2(a)(5).

        Any deferral election(s) made in accordance with this Section 3.2(d) shall become irrevocable no later than the 30 ^th day after the Participant obtains the legally binding right to the compensation subject to such deferral election(s) .

3.3 Withholding 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 portion of the Annual Deferral Amount shall be withheld at the time the Bonus is 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.

3.4 Company Contribution Amount.

• • • • (a) Company Contributions Specified in Employment Agreements . 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) Discretionary Contributions . 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