RESTATED SUPPLEMENTAL RETIREMENT PLAN

Employee Benefits Plan Agreement

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

exv10w5

Exhibit 10.5

PIER 1 IMPORTS, INC.

SUPPLEMENTAL RETIREMENT PLAN

RESTATED AS OF JANUARY 1, 2005

TABLE OF CONTENTS


			PAGE

ARTICLE I —PURPOSE			1

ARTICLE II —DEFINITIONS			1

	2.1	Actuarial Equivalent	1
	2.2	Beneficiary	1
	2.3	Board	1
	2.4	Cause	2
	2.5	Change of Control of the Employer	2
	2.6	Code	2
	2.7	Committee	2
	2.8	Compensation	2
	2.9	Early Retirement Date	2
	2.10	Employer	3
	2.11	Good Reason	3
	2.12	Highest Average Compensation	3
	2.13	Normal Retirement Date	3
	2.14	Participant	3
	2.15	Pier 1	3
	2.16	Retirement	4
	2.17	Separation from Service	4
	2.18	Supplemental Retirement Benefit	4
	2.19	Target Amount	4
	2.20	Termination	4
	2.21	Total and Permanent Disability	4
	2.22	Years of Credited Service	5
	2.23	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	Normal Retirement Benefit	6
	4.3	Early Retirement Benefit	6
	4.4	Change of Control Benefit	6
	4.5	Disability Retirement Benefit	6
	4.6	Termination Benefit	7
	4.7	Form of Benefit Payment	7
	4.8	Commencement of Payments	7
	4.9	Withholding; Payroll Taxes	8
	4.10	Payment to Guardian	8
	4.11	Major Medical and Hospitalization Insurance Coverage	8

ARTICLE V — SURVIVOR BENEFITS			9

	5.1	Death Prior to Commencement of Benefits	9
	5.2	Death After Commencement of Benefits	9
	5.3	Suicide; Misrepresentation	9

(i)


			PAGE
	5.4	Effect of Payment	9

ARTICLE VI —BENEFICIARY DESIGNATION			10

	6.1	Death of Participant	10
	6.2	Amendments	10
	6.3	No Beneficiary Designation	10
	6.4	Effect of Payment	10
	6.5	Death of Beneficiary	10

ARTICLE VII —ADMINISTRATION			11

	7.1	Committee; Duties	11