FIRST AMENDMENT TO THE GUESS , INC. 2006 NON-EMPLOYEE DIRECTORS' STOCK GRANT AND STOCK OPTION PLAN (As Amended and Restated Effective September 28, 2007)

Exhibit 10.8

FIRST AMENDMENT TO THE
GUESS?, INC.
2006 NON-EMPLOYEE DIRECTORS'
STOCK GRANT AND STOCK OPTION PLAN
(As Amended and Restated Effective September 28, 2007)

         WHEREAS , Guess?, Inc. (the "Company") maintains the Guess?, Inc. 2006 Non-Employee Directors' Stock Grant and Stock Option Plan (as may be amended, restated and/or modified from time to time, the "Plan");

         WHEREAS , pursuant to Section 6 of the Plan, the Board of Directors of the Company may amend the Plan at any time, subject to certain limitations;

         WHEREAS , the Plan and certain forms of agreements related thereto, including the Restricted Stock Agreement (the "Form Agreement"), do not clearly address the issuance of shares in book entry form or other uncertificated means and the rights, if any, the holders of such shares may have under the Plan; and

         WHEREAS , the Company wishes to amend the Plan and the Form Agreement to permit the issuance of shares in book entry form and clarify the rights, if any, the holders of such shares have under the Plan;

         NOW, THEREFORE , the Form Agreement, in substantially the form attached hereto as Exhibit A , is hereby adopted and approved, effective as of December 17, 2007; and

         RESOLVED FURTHER , the Plan is hereby amended, effective as of December 17, 2007, as follows:

SECTION 5

RESTRICTED STOCK GRANTS

• 1.

  Subsection 5(c) is amended in its entirety to read as follows:

•         " Vesting.     Each Restricted Stock Award granted under this Section 8 shall become vested as to 100% of the total number of shares of Common Stock subje