RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

Employee Benefits Plan Agreement

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PIER 1 IMPORTS, INC

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Title: RESTATED SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
Governing Law: Delaware Date: 10/12/2006
Industry: RTNONA Sector: SERVIC

Search Employee Benefits Plan Agreement by:

exv10w4

Exhibit 10.4

PIER 1 IMPORTS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
RESTATED AS OF JANUARY 1, 2005

TABLE OF CONTENTS


	PAGE

ARTICLE I —PURPOSE		1
ARTICLE II —DEFINITIONS		1
2.1 Beneficiary		1
2.2 Board		1
2.3 Cause		1
2.4 Change of Control of the Employer		2
2.5 Code		2
2.6 Committee		2
2.7 Compensation		2
2.8 Deferred Retirement Date		3
2.9 Early Retirement Date		3
2.10 Employer		3
2.11 Good Reason		3
2.12 Highest Average Compensation		3
2.13 Normal Retirement Date		4
2.14 Participant		4
2.15 Pier 1		4
2.16 Retirement		4
2.17 Separation from Service		4
2.18 Supplemental Retirement Benefit		4
2.19 Termination		5
2.20 Total and Permanent Disability		5
2.21 Years of Credited Service		5
2.22 Years of Plan Participation		5
ARTICLE III —PARTICIPATION AND VESTING		5
3.1 Participation		5
3.2 Supplemental Retirement Benefit Vesting		5
ARTICLE IV —SUPPLEMENTAL RETIREMENT BENEFITS		6
4.1 Benefit		6
4.2 Retirement; Disability; Death		6
4.3 Adjustments for Deferred Retirement Benefit		7
4.4 Adjustments for Early Retirement Benefit		7
4.5 Termination		7
4.6 Form of Benefit Payment		7
4.7 Payments		8
4.8 Withholding; Payroll Taxes		9
4.9 Payment to Guardian		9
4.10 Major Medical and Hospitalization Insurance Coverage		9
ARTICLE V —BENEFICIARY DESIGNATION		10
5.1 Beneficiary Designation		10
5.2 Amendments		10
5.3 No Beneficiary Designation		10
5.4 Effect of Payment		10

(i)


	PAGE
5.5 Death of Beneficiary		10
ARTICLE VI —ADMINISTRATION		11
6.1 Committee; Duties		11
6.2 Agents		11
6.3 Binding Effect of Decisions		11
6.4 Indemnity of Committee		11
ARTICLE VII —CLAIMS PROCEDURES		11
7.1 Claim		11
7.2 Denial of Claim		11
7.3 Review of Claim		12
7.4 Final Decision		12
ARTICLE VIII —TERMINATION, SUSPENSION OR AMENDMENT		12
8.1 Amendment or Termination		12
8.2 Successor Employer		12
ARTICLE IX —MISCELLANEOUS		12
9.1 Unsecured General Creditor		12
9.2 Trust Fund		13
9.3 Nonassignability		13
9.4 Not a Contract of Employment		13
9.5 Suicide		13
9.6 Participant’s Cooperation		13
9.7 Domestic Relations Order		13
9.8 Terms		14
9.9 Captions		14
9.10 Governing Law		14
9.11 Validity		14
9.12 Successors		14
9.13 Notice		14

(ii)

PIER 1 IMPORTS, INC.

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

ARTICLE 1—PURPOSE

The purpose of this Supplemental Executive Retirement Plan (hereinafter referred to as the “Plan”) is to provide supplemental retirement benefits for a select group of management or highly compensated employees of Pier 1 Imports, Inc. It is intended that the Plan will aid in retaining and attracting employees of exceptional ability by providing such individuals with these benefits. This Plan was originally effective as of May 1, 1986 and was restated effective as of December 5, 2002. This restatement of the Plan shall only apply with respect to Participants who are actively employed by the Employer after December 31, 2004. The prior provisions of the Plan as in effect as of December 4, 2002 will continue to apply with respect to Participants who terminated employment with the Employer prior to December 5, 2002 and the prior provisions of the Plan as in effect as of December 31, 2004 will continue to apply with respect to Participants who terminated employment with the Employer after December 4, 2002 and prior to January 1, 2005. Further, the prior provisions of the Plan as in effect as of December 31, 2004 will continue to apply with respect to any portion of a Participant’s Plan benefit which will not constitute compensation which is deferred after December 31, 2004 for purposes of Section 409A of the Code.

The purpose of this January 1, 2005 restatement is to cause the Plan to comply with the requirements of Sections 409A(a)(2), (3) and (4) of the Code. The Plan is to be construed and interpreted in accordance with such purpose.

ARTICLE II—DEFINITIONS

For the purposes of this Plan, the following terms shall have the meanings indicated unless the context clearly indicates otherwise:

2.1 Beneficiary

“Beneficiary” means the person, persons or entity entitled under Article V to receive Plan benefits after a Participant’s death.

2.2 Board

“Board” means the Board of Directors of Pier 1 Imports, Inc.

2.3 Cause

“Cause” means that the Participant:

	(a)		Has misappropriated, stolen or embezzled funds of the Employer; or

	(b)		Has committed an act of deceit, fraud, dereliction of duty, or gross or willful misconduct; or

PAGE 1 SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN
RESTATED JANUARY 1, 2005

	(c)		Has been convicted of either a felony or a crime involving moral turpitude or entered a plea of nolo contendre in response to an indictment for such crime or felony; or

	(d)		Has intentionally disclosed confidential information of the Employer except when such disclosure is made pursuant to the direction of the Employer or in accordance with Employer policy; or

	(e)		Has engaged in competitive behavior against the Employer, has purposely aided a competitor of the Employer or has misappropriated or aided in misappropriating a material opportunity of the Employer.

2.4 Change of Control of the Employer

“Change of Control of the Employer” shall be deemed to have occurred if:

(a)

Any “person” (as defined in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934 (the “Act”)) becomes the “beneficial owner” (as defined in Rules 13(d) 3 and 13(d) 5 under the Act) of securities of Pier 1, representing thirty-five percent (35%) or more of the voting power of the outstanding securities of Pier 1

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