AMERICAN EAGLE OUTFITTERS

AMERICAN EAGLE OUTFITTERS, INC.

PROFIT SHARING AND 401(k) PLAN

(Effective January 1, 2005)

ARTICLE I

BACKGROUND

The Company formerly participated as a participating employer in the Schottenstein Plan from April 1, 1999 through and including December 31, 2004. Prior to participating in the Schottenstein Plan, the Company sponsored the American Eagle Outfitters, Inc. Retirement Plan. The American Eagle Outfitters, Inc. Retirement Plan was merged into the Schottenstein Plan effective April 1, 1999.

Effective January 1, 2005, the Company hereby establishes a new and separate Plan, and authorizes the Plan to accept from the Schottenstein Plan the direct transfer of the assets, liabilities and Account balances for certain Participants. Except as otherwise provided herein, the rights of all Participants and Beneficiaries under the Schottenstein Plan before the Effective Date of this Plan shall be determined under the terms of the Schottenstein Plan as it existed before such date.

The Plan and the related Trust, which is intended to form a part of the Plan, are intended to meet the requirements of sections 401(a), 401(k) and 501(a) of the Code, and the Employee Retirement Income Security Act of 1974, as either may be amended from time to time. This Plan includes certain provisions of the Economic Growth and Tax Relief Reconciliation Act of 2001 ("EGTRRA") and is intended to constitute good faith compliance with the requirements of EGTRRA and is to be construed in accordance with EGTRRA and the guidance issued thereunder. This Plan also includes the requirements set forth in Internal Revenue Service Rev. Proc. 2002-29 in order to comply with section 401(a)(9) of the Code.

NOW, THEREFORE, the Company hereby adopts the Plan as follows:

__________________________

End of Article I

ARTICLE II

DEFINITIONS AND CONSTRUCTION

For the purpose of this Plan, the following definitions shall apply unless the context requires otherwise. Words used in the masculine gender shall apply to the feminine, where applicable, and wherever the context of the Plan dictates, the plural shall be read as the singular and the singular as the plural. The words "Article" or "Section" in this Plan are intended to be a cross-reference to the same, and shall refer to an Article or Section of this Plan unless specifically stated otherwise. Compounds of the word "here," such as "herein" and "hereof" shall be construed to refer to another provision of this Plan, unless otherwise specified or required by the context.

In determining the time within which an event or action is to take place for purposes of the Plan, no fraction of a day shall be considered, and any act, the performance of which would fall on a Saturday, Sunday, holiday or other non‑business day, may be performed on the next following business day.

It is the intention of the Employer that the Plan be qualified under the provisions of the Code and ERISA and that all its provisions shall be construed to that result.

2.1 Accounts. The separate accounts maintained to record the interests of Participants under the Plan. The following terms designate the Accounts under the Plan and are defined as provided herein.

(a) Employer Matching Contribution Account. The separate account of a Participant consisting of Employer Matching Contributions made by the Employer pursuant to Section 4.1(b) and allocated to the Participant pursuant to Section 6.4, together with the income, gain, and losses allocated thereto and less distributions made therefrom.

(b) Employer Nonelective Contribution Account. The separate account of a Participant consisting of the Employer Nonelective Contributions made by the Employer pursuant to Section 4.1(d) and allocated to the Participant pursuant to Section 6.4, together with the income, gain, and losses allocated thereto and less distributions made therefrom.

(c) Employer Profit Sharing Contribution Account. The separate account of a Participant consisting of the Employer Profit Sharing Contributions made by the Employer pursuant to Section 4.1(c) and allocated to the Participant pursuant to Section 6.4, together with the income, gain, and losses allocated thereto and less distributions made therefrom.

(d) Employer Salary Reduction Contribution Account. The separate account of a Participant consisting of the sum of (i) Employer Salary Reduction Contributions made by the Employer in accordance with Section 4.1(a) and allocated to the Participant pursuant to Section 6.4, and (ii) Employer Nonelective Contributions made by the Employer pursuant to Section 4.1(d) and allocated to the Participant pursuant to Section 6.4, together with the income, gain, and losses allocated thereto and less distributions therefrom.

(e) Employee Contribution Account. The separate account of a Participant consisting of the balance of Employer Salary Reduction Contributions, if any, recharacterized as Employee Contributions and allocated to a Participant's Employee Contribution Account pursuant to the provisions of Section 5.2, together with the income, gain, and losses allocated thereto, and less distributions made therefrom.

(f) Rollover Contribution Account. The separate account of a Participant consisting of Rollover Contributions made by a Participant or Employee in accordance with Section 4.8, together with the income, gain, and losses allocated thereto, and less distributions made therefrom.

2.2 Accrued Benefit. The amount allocated to a Participant's Accounts as of any date.

2.3 Actual Deferral Percentage. For a specified group of Eligible Employees the average (arithmetic mean) of the ratios (calculated separately for each Eligible Employee in such group to the nearest .01%) of: (i) the amount of all Employer Salary Reduction Contributions actually contributed to the Trust on behalf of such Employee and allocated to his Employer Salary Reduction Contribution Account for such Plan Year, and such Employer Matching Contributions, Employer Nonelective Contributions, and Employer Profit Sharing Contributions, if any, for such Plan Year, as may qualify for aggregation hereunder under section 401(k)(3)(D)(ii) of the Code, that may be designated by the Committee under this Section as includible in this computation for this Plan Year, to (ii) the Considered Compensation received by the Employee during that portion of the Plan Year the Employee was an Eligible Employee, such average of ratios being multiplied by 100.

(a) To the extent that the Committee elects, pursuant to the above paragraph, to take Employer Matching Contributions, Employer Nonelective Contributions, or Employer Profit Sharing Contributions (that meet the requirements of the applicable Treasury Regulations) into account in computing the Actual Deferral Percentage, the Actual Matching Percentage tests under Section 4.5 must still be computed and satisfied separately, and in doing so the Employer shall disregard the Employer Matching Contributions, Employer Nonelective Contributions, or Employer Profit Sharing Contributions used in computing the Actual Deferral Percentage for such Plan Year.

(b) For purposes of this Section, the ratio calculated for any Eligible Employee who is a Highly Compensated Employee for the Plan Year and who is eligible to have Employer Salary Reduction Contributions allocated to his account under two or more plans or arrangements described in section 401(k) of the Code that are maintained by an Employer or a Related Employer shall be determined as if all such contributions were made under a single arrangement. Further, in the event that this Plan satisfies the requirements of sections 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of sections 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with this Plan, the Actual Deferral Percentage shall be determined by calculating the ratio for each Eligible Employee as if all such plans were a single plan. Moreover, if two or more plans are permissively aggregated for purposes of section 401(k) of the Code, the aggregated plans must also satisfy sections 401(a)(4) and 410(b) of the Code as though they were a single plan.

2.4 Actual Matching Percentage. For a specified group of Eligible Employees (who have satisfied the eligibility requirements of Article III) the average (arithmetic mean) of the ratios (calculated separately for each Eligible Employee in such group to the nearest .01%) of: (i) the sum of all Employer Matching Contributions and Employee Contributions actually contributed to the Trust on behalf of such Employee and allocated to his Employer Matching Contribution Account or Employee Contribution Account for such Plan Year, and, in accordance with applicable Treasury Regulations, such Employer Salary Reduction Contributions, Employer Nonelective Contributions, or Employer Profit Sharing Contributions if any, as may be designated by the Committee under this Section as includible in this computation for this Plan Year, to (ii) the Considered Compensation received by the Employee during that portion of the Plan Year the Employee was an Eligible Employee, such average of ratios being multiplied by 100.

(a) To the extent that the Committee elects, pursuant to the above paragraph, to take Employer Salary Reduction Contributions, Employer Nonelective Contributions, or Employer Profit Sharing Contributions into account in computing the Actual Matching Percentage for such Plan Year, the Actual Deferral Percentage tests under Section 5.2 must still be computed and satisfied separately, and in doing so, the Employer shall disregard Employer Salary Reduction Contributions, Employer Nonelective Contributions, and Employer Profit Sharing Contributions used in computing the Actual Matching Percentage for such Plan Year.

(b) For purposes of this Section, the ratio calculated for any Eligible Employee who is a Highly Compensated Employee for the Plan Year and who is eligible to have Employer Matching Contributions or Employee Contributions allocated to his account under two or more plans or arrangements described in section 401(a) of the Code that are maintained by an Employer or a Related Employer shall be determined as if all such contributions were made under a single arrangement. Further, in the event that this Plan satisfies the requirements of sections 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with one or more other plans, or if one or more other plans satisfy the requirements of sections 401(a)(4) or 410(b) (other than section 410(b)(2)(A)(ii)) of the Code only if aggregated with this Plan, the Actual Matching Percentage shall be determined by calculating the ratio for each Eligible Employee as if all such plans were a single plan. Moreover, if two or more plans are permissively aggregated for purposes of section 401(m) of the Code, the aggregated plans must also satisfy sections 401(a)(4) and 410(b) of the Code as though they were a single plan.

2.5 Administrator. The Plan Administrator shall be the Committee.

2.6 Alternate Payee. Any spouse, former spouse, child, or other dependent of a Participant who is recognized by a Domestic Relations Order as having a right to receive all, or a portion of, the benefits payable under the Plan with respect to such Participant.

2.7 Annual Addition. The sum of the following additions to a Participant's Accounts for the Limitation Year:

(a) Employer contributions,

(b) Employee contributions, and

(d) contributions during the Limitation Year allocated to any individual medical benefit account (within the meaning of sections 415(l) and 419A(d)(2) of the Code) that is established for the Participant.

2.8 Beneficiary. Any person or fiduciary designated by a Participant who is or may become entitled to a benefit under the Plan following the death of the Participant; provided, that in the case of a married Participant, the Participant's Beneficiary shall be the Participant's surviving spouse unless the Participant's spouse (i) consents in writing to the designation of another party as Beneficiary of all or a part of the benefit to which the Participant may become entitled under the Plan, (ii) such election designates a Beneficiary (or a form of benefits) which may not be changed without spousal consent (or the consent of the spouse expressly permits designations by the Participant without any requirement of further spousal consent), (iii) the spouse's consent acknowledges the effect of such election, and (iv) such consent is witnessed by a notary public or a member of the Committee. Such spousal consent shall not be required if it is established to the satisfaction of the Committee that such consent cannot be obtained because the spouse cannot be located or because of such other circumstances as the Secretary of the Treasury may prescribe by regulations. Any consent by a spouse hereunder shall be effective only with respect to that spouse. Absent a designation or surviving spouse, a Participant's Beneficiary shall be determined in the following order of classes, with each class to receive benefits to the exclusion of all subsequent classes, and all members of each class to share equally:

(a) lineal descendants (including adopted children) per stirpes;

(b) surviving parents; and

2.9 Code. The Internal Revenue Code of 1986, as amended.

2.10 Committeetc \l2 "2.10 Committee. The Committee specified in Article XIII as from time to time constituted. If no such committee is appointed, the Company shall constitute the Committee.

2.11 Company. American Eagle Outfitters, Inc. and its successors and assigns.

2.12 Company Stock. The common stock of the Company or of a Related Employer or of another Employer that has adopted the Plan pursuant to the provisions of Article XIX.

2.13 Compensation. A Participant's wages, salaries, fees for professional services, and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered in the course of employment with an Employer as an Employee to the extent that the amounts are includible in gross income (including, but not limited to, commissions paid salesmen, overtime pay, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, reimbursements and expense allowances), but excluding the following:

(a) Employer contributions to a plan of deferred compensation to the extent contributions are not included in gross income of the Participant for the taxable year in which contributed, or on behalf of the Participant to a Simplified Employee Pension Plan to the extent such contributions are deductible under section 219(b)(7) of the Code, and any distributions from a plan of deferred compensation whether or not includible in the gross income of the Participant when distributed (except for amounts received from an unfunded, nonqualified plan in the year such amounts are includible in the Employee's gross income);

(b) amounts realized from the exercise of a non‑qualified stock option, or when restricted stock (or property) held by the Participant becomes freely transferable or is no longer subject to a substantial risk of forfeiture;

(d) other amounts that receive special tax benefits, or contributions made by the Employer (whether or not under a salary reduction agreement) towards the purchase of a 403(b) annuity contract (whether or not the contributions are excludable from the gross income of the Participant).

Notwithstanding the foregoing, Compensation shall include any elective deferral (as defined in Section 402(g)(3) of the Code) and any amount which is contributed or deferred by an Employer at the election of an Employee and which is not includible in the gross income of the Employee by reason of Section 125 or 457 of the Code. For purposes of the limitation on Annual Additions, Compensation, as defined above, taken into account for a Limitation Year, is the Compensation actually paid or made available to the Participant during such year. The annual Compensation of each Participant taken into account in determining allocations for any Plan Year shall not exceed $200,000, as adjusted for cost-of-living increases in accordance with section 401(a)(17)(B) of the Code. Annual Compensation means Compensation during the Plan Year or such other consecutive 12-month period over which Compensation is otherwise determined under the Plan (the determination period). The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the determination period that begins with or within such calendar year. Compensation for all purposes under the Plan in excess of $200,000 (as adjusted for increases in the cost of living in accordance with section 401(a)(17)(B) of the Code) shall be disregarded. Notwithstanding the foregoing, Compensation shall also include any amount which is contributed or deferred by the Employer at the election of the Employee and which is not includable in the gross income of the Employee by reason of Section 132(f)(4) of the Code.

2.14 Considered Compensation. For purposes of making contributions and allocations hereunder, "Considered Compensation" shall mean, as to each Participant, the total remuneration paid (without taking into account the effect of any election to defer the receipt of compensation made in conjunction with Section 5.1 of this Plan or the effect of any election under Section 125 of the Code) for the Plan Year reflected on Internal Revenue Service Form W-2 and that is currently includible in income by the Participant for income tax purposes. Considered Compensation in excess of $200,000 (as adjusted for increases in the cost of living in accordance with section 401(a)(17)(B) of the Code) shall be disregarded. Notwithstanding the foregoing, Considered Compensation shall not include severance pay and shall not include amounts realized from the sale, exchange or disposition of stock acquired under a qualified or a non-qualified stock option.

2.15 Determination Year. The Plan Year for which a determination is being made of who is a Highly Compensated Employee.

2.16 Distributee. A Distributee includes an Employee or former Employee. In addition, the Employee's or former Employee's surviving spouse and the Employee's or former Employee's spouse or former spouse who is the alternate payee under a Qualified Domestic Relations Order, as defined in section 414(p) of the Code, are Distributees with regard to the interest of the spouse or former spouse.

2.17 Early Retirement Age. For individuals who became Participants in the Schottenstein Plan on or prior to April 1, 1999, the Participant's 55^th birthday.

2.18 Effective Date. The Effective Date of this Plan shall be January 1, 2005.

2.19 Eligible Employee. (1) Any Employee of an Employer other than an Employee covered by a collective bargaining agreement, unless the bargaining agreement provides for such coverage, and (2) an Employee of any other Employer, provided that such Employee is a member of a classification of Employees designated by the Employer as eligible to participate in this Plan in connection with such Employer's adoption of this Plan pursuant to the terms of Article XIX. Notwithstanding the preceding, a leased employee described in Section 2.19 shall not be treated as an Eligible Employee and an individual who is a non-resident alien or who is principally employed in Puerto Rico shall not be treated as an Eligible Employee.

2.20 Eligible Retirement Plan. An "Eligible Retirement Plan" means the following:

(a) an individual retirement account described in section 408(a) of the Code;

(b) an individual retirement annuity described in section 408(b) of the Code (other than an endowment contract);

(d) an annuity plan described in section 403(a) of the Code;

(e) an eligible deferred compensation plan described in section 457(b) of the Code, which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan; and

(f) an annuity contract described in section 403(b) of the Code.

This definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a Qualified Domestic Relation Order, as defined in section 414(p) of the Code.

2.21 Employee. An employee of an Employer. In addition, the term "Employee" shall mean any leased employee (within the meaning of section 414(n)(2) of the Code) that section 414(n) of the Code requires the Employer to treat as an employee; provided, however, that if leased employees constitute less than twenty percent (20%) of the number of non-Highly Compensated Employees of the Company, the term "Employee" shall not include those leased employees covered by a plan described in section 414(n)(5) of the Code.

The term "leased employee" means any person (other than an employee of the recipient) who pursuant to an agreement between the recipient and any other person ("leasing organization") has performed services for the recipient (or for the recipient and related persons determined in accordance with Section 414(n)(6) of the Code) on a substantially full-time basis for a period of at least one year, and such services are performed under primary direction or control by the recipient. Contributions or benefits provided a leased employee by the leasing organization which are attributable to services performed for the recipient employer shall be treated as provided by the recipient employer. A leased employee shall not be considered an employee of the recipient if: (i) such employee is covered by a money purchase pension plan providing (1) a nonintegrated employer contribution rate of at least 10 percent of compensation, as defined in Section 415(c)(3) of the Code, but including amounts contributed pursuant to a salary reduction agreement which are excludable from the employee's gross income under Sections 125, 402(e)(3), 402(h)(1)(B) or 403(b) of the Code, (2) immediate participation, and (3) full and immediate vesting; and (ii) leased employees do not constitute more than 20 percent of the recipient's nonhighly compensated work force.

2.22 Eligible Rollover Distribution. An Eligible Rollover Distribution is any distribution of all or any portion of the balance to the credit of the Distributee, except that an Eligible Rollover Distribution does not include: any distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee's designated Beneficiary, or for a specified period of ten years or more; any distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includible in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); and any hardship distributions as described in Code section 401(k)(2)(B)(i)(IV)).

For purposes of the direct rollover provisions in Article VIII of this Plan, any amount that is distributed on account of hardship shall not be an Eligible Rollover Distribution and the Distributee may not elect to have any portion of such a distribution paid directly to an Eligible Retirement Plan.

For purposes of the direct rollover provisions in Article VIII of the Plan, a portion of a distribution shall not fail to be an Eligible Rollover Distribution merely because the portion consists of after-tax Employee contributions which are not includible in gross income. However, such portion may be transferred only to an individual retirement account or annuity described in section 408(a) or (b) of the Code, or to a qualified defined contribution plan described in section 401(a) or 403(a) of the Code that agrees to separately account for amounts so transferred, including separately accounting for the portion of such distribution which is includible in gross income and the portion of such distribution which is not so includible.

2.23 Employee Contribution. The balance, if any, of Employer Salary Reduction Contributions recharacterized as Employee Contributions and allocated to a Participant's Employee Contribution Account pursuant to the provisions of Section 5.2.

2.24 Employer. The Company and any other entity that adopts this Plan pursuant to the terms of Article XIX. Schedule I shall list all participating Employers and shall be updated from time to time.

2.25 Employer Matching Contribution. A contribution made by the Employer pursuant to Section 4.1(b).

2.26 Employer Nonelective Contribution. A contribution made by the Employer pursuant to Section 4.1(d).

2.27 Employer Profit Sharing Contribution. A contribution made by the Employer pursuant to Section 4.1(c).

2.28 Employer Salary Reduction Contribution. A contribution made by the Employer pursuant to Section 4.1(a).

2.29 Employment Commencement Date. The date on which an Employee first performs an Hour of Service for the Employer.

2.30 ERISA. The Employee Retirement Income Security Act of 1974, as amended.

2.31 Fiscal Year. The fiscal year of the Employer.

2.32 Forfeitures. The aggregate amount of all Forfeiture Amounts that have ceased for a Plan Year to be part of Participants' Accrued Benefits, with respect to such Plan Year, as provided in Section 7.7(a).

2.33 Forfeiture Amounttc \l2 "2.33 Forfeiture Amount. The portion of a Participant's Employer Matching Contribution Account and Employer Profit Sharing Contribution Account that is not part of the Participant's Vested Accrued Benefit upon the Participant's termination of Service, determined pursuant to Section 7.5.

2.34 Former Participant. Any individual, other than a Re‑Employed Employee, who has been a Participant, but who has terminated Service, and who has not yet received the entire benefit to which he is entitled under the Plan.

2.35 Full-Time Employee. An Eligible Employee who is regularly scheduled to work 20 or more hours per week for an Employer.

2.36 Highly Compensated Employee. An Employee or former Employee who is a highly compensated active employee or a highly compensated former employee as defined hereunder.

A "highly compensated active employee" includes any Employee who performs services for an Employer during the Plan Year and who (i) was a five percent owner at any time during the Plan Year or the look back year or (ii) received compensation from an Employer during the look back year in excess of $80,000 (subject to adjustment annually at the same time and in the same manner as under Section 415(d) of the Code) and was in the top paid group of employees for the look back year. An Employee is in the top paid group of employees if he is in the top 20 percent of the employees of his Employer and all Related Employers when ranked on the basis of compensation paid during the look back year.

A "highly compensated former employee" includes any Employee who (1) separated from service from an Employer and all Related Employers (or is deemed to have separated from service from an Employer and all Related Employers) prior to the Plan Year, (2) performed no services for an Employer during the Plan Year, and (3) for either the separation year or any Plan Year ending on or after the date the Employee attains age 55, was a highly compensated active employee, as determined under the rules in effect under Section 414(q) of the Code for such year.

The determination of who is a Highly Compensated Employee hereunder, including, if applicable, determinations as to the number and identity of employees in the top paid group, shall be made in accordance with the provisions of Section 414(q) of the Code and regulations issued thereunder.

For purposes of this definition, the following terms have the following meanings:

(a) An employee's "compensation" means compensation as defined in Section 415(c)(3) of the Code and regulations issued thereunder.

(b) The "look back year" means the 12-month period immediately preceding the Plan Year.

2.37 Hour of Service.

(a) Each hour for which the Employee or Participant is either directly or indirectly paid or entitled to payment by an Employer or a Related Employer for the performance of duties or for reasons (such as vacation, holiday, sickness, incapacity, layoff, jury duty, military duty, or leave of absence) other than for the performance of duties (irrespective of whether the employment relationship has terminated), and each hour for which back pay, irrespective of mitigation of damages, has been awarded to the Employee or Participant or agreed to by an Employer. The number of Hours of Service to be credited to an Employee or Participant because of his being entitled to payment for reasons other than for the performance of duties shall be determined in accordance with section 2530.200b‑2(b) of the Department of Labor Regulations. Notwithstanding the preceding sentence, not more than 501 Hours of Service shall be credited to any Employee or Participant during any computation period for any single, continuous period during which the Employee or Participant performs no duties. In addition, an hour of service performed for a Related Employer during the time that (i) the Related Employer is a Related Employer and (ii) any other Related Employer maintains or adopts the Plan, that if performed for an Employer would be an Hour of Service, and any hour with respect to such a Related Employer that would be an Hour of Service if it were creditable pursuant to this Section with respect to an Employer shall be considered an Hour of Service performed for the Employer.

(b) The Committee shall credit Hours of Service with respect to any Employee or Participant in the following manner:

(i) Hours of Service for which an Employee or Participant is either directly or indirectly paid or entitled to payment by an Employer for the performance of duties shall be credited for the Plan Year in which the Employee performs the duties.

(ii) Hours of Service for which an Employee or Participant is either directly or indirectly paid or entitled to payment by an Employer for reasons (such as vacation, holiday, sickness, incapacity, layoff, jury duty, military duty, or leave of absence) other than for the performance of duties shall be credited as follows:

(1) If payment for such Hours of Service is calculated on the basis of units of time (such as hours, days, weeks, or months), such Hours of Service shall be credited to the Plan Year(s) in which the period during which no duties are performed occurs, beginning with the first unit of time to which the payment relates.

(2) If payment for such Hours of Service is not calculated on the basis of units of time, such Hours of Service shall be credited to the Plan Year in which the period during which no duties are performed occurs, or, if the period during which no duties are performed extends beyond one Plan Year, such Hours of Service shall be allocated between not more than the first two Plan Years on any reasonable basis which is consistently applied.

(iii) Hours of Service for which back pay has been awarded to an Employee or Participant or agreed to by an Employer shall be credited for the Plan Year(s) in which the award or the agreement pertains rather than for the Plan Year in which the award, agreement, or payment is made.

(iv) For Employees who are paid on a salaried basis, Hours of Service shall be determined on the basis of each day worked. An Employee shall be credited with 9 Hours of Service for each day in which the Employee would otherwise be credited with at least 1 Hour of Service.

(c) Hours of Service shall include hours earned as an employee of any Employer, any Related Employer, any Predecessor Employer, or any Related Employer of any Predecessor Employer. Notwithstanding the foregoing, an Employee shall not be credited with more than a single Hour of Service for a single hour of service performed by the Employee.

(d) The Committee shall credit Hours of Service under only one of the methods described herein.

(e) The Committee shall resolve any ambiguity with respect to the crediting of an Hour of Service in favor of the Employee.

2.38 Leave of Absence. Any period of absence from the active employment of an Employer specifically granted to the Employee in writing in accordance with a uniform policy, consistently applied, or military service under circumstance in which the Employee has reemployment rights under Federal law, subject to the following conditions:

(a) Absence from the active Service of the Employer by reason of Leave of Absence granted by the Employer because of accident, illness, or military service or for any other reason granted by the Employer on the basis of a uniform policy applied without discrimination will not terminate an Employee's Service, provided he returns to the active employment of the Employer at or prior to the expiration of his leave, or, if not specified therein, within the period of time which accords with the Employer's policy with respect to permitted absences.

(b) Absence from the active Service of the Employer because of engagement in military service under circumstances in which the Employee has reemployment rights under Federal law will be considered a Leave of Absence granted by the Employer and will not terminate the Service of an Employee if he returns to the active employment of the Employer within 90 days from and after discharge or separation from such engagement or, if later, within the period of time during which he has re‑employment rights under any applicable Federal law.

(c) If any such Employee who is on Leave of Absence pursuant to paragraphs (a) or (b) above does not return to the active Service of the Employer at or prior to the expiration of his Leave of Absence, his Service will be considered terminated as of the date on which his Leave of Absence began; provided, however, that if such Employee is prevented from his timely return to the active employment of the Employer because of his permanent disability or his death, he shall be treated under the Plan as though he returned to active Service immediately preceding the date of his permanent disability or his death.

2.39 Limitation Year. The 12 consecutive month period beginning on January 1 and ending on December 31.

2.40 Normal Retirement Age. The Participant's 65^th birthday; provided, however, that the Normal Retirement Age for a Participant who had an Account balance in the American Eagle Outfitters, Inc. Retirement Plan shall be the earlier of (i) age 65, or (ii) the later of (x) his 60^th birthday, or (y) the date 5 years after first becoming a Participant in the American Eagle Outfitters, Inc. Retirement Plan.

2.41 One Year Break in Service. A Plan Year in which a person fails to complete more than 500 Hours of Service.

2.42 Parental Absence. Any period of absence from the active Service of an Employer:

(a) by reason of the pregnancy of the Employee;

(b) by reason of the birth of a child of the Employee;

(c) by reason of the placement of a child with the Employee in connection with the adoption of such child by the Employee; or

(d) for purposes of caring for such child for a period beginning immediately following such birth or placement.

2.43 Part-Time Employee. An Eligible Employee who is regularly scheduled to work less than 20 hours per week for an Employer.

2.44 Participant. An Eligible Employee, other than a Former Participant, who has satisfied the requirements of Article III.

2.45 Plan. The American Eagle Outfitters, Inc. Profit Sharing and 401(k) Plan, as embodied herein and as amended from time to time.

2.46 Plan Entry Date. The first day of each calendar month.

2.47 Plan Year. The 12 consecutive month period beginning on January 1 and ending on December 31 of each year.

2.48 Predecessor Employer. Any employer for whom service is credited as specified by the following list:

Employer Effective Date

Schottenstein Stores Corporation January 1, 2005

Value City Department Stores, Inc. January 1, 2005

Filene's Basement, Inc. January 1, 2005

2.49 Qualified Domestic Relations Order. An order entered on or after January 1, 1985, that creates or recognizes the existence of an Alternate Payee's right to, or assigns to an Alternate Payee the right to, receive all or a portion of the benefits payable with respect to a Participant under the Plan, does not require the Plan to provide any type or form of benefit, or any option, not otherwise provided under the Plan, does not require the Plan to provide increased benefits (determined on the basis of actuarial value), does not require the payment of benefits to an Alternate Payee that are required to be paid to another Alternate Payee under another order previously determined to be a Qualified Domestic Relations Order, and that has the following characteristics:

(a) A judgment, decree, or order (including one that approves a property settlement agreement) that relates to the provision of child support, alimony payments, or marital property rights to a spouse, former spouse, child, or other dependent of a Participant and is rendered under a state (within the meaning of section 7701(a)(10) of the Code) domestic relations law (including a community property law).

(b) The order must clearly specify:

(i) the name and last known mailing address (if any) of the Participant and the name and mailing address of each Alternate Payee covered by the order;

(ii) the amount or percentage of the Participant's benefits to be paid by the Plan to each such Alternate Payee, or the manner in which such amount or percentage is to be determined;

(iii) the number of payments or payment period to which such order applies; and

(iv) specifically specifies that it is applicable with respect to this Plan.

(c) In the case of any payment before a Participant has separated from Service, an order will not be treated as failing to be a Qualified Domestic Relations Order solely because such order requires the payment of benefits be made to an Alternate Payee:

(i) in the case of any payment before a Participant has separated from Service, on or after the date on which the Participant is entitled to a distribution under the Plan or on or after the later of the date the Participant attains age 50 or the earliest date on which the Participant could begin receiving benefits under the Plan if the Participant separated from Service,

(ii) as if the Participant had retired on the date on which payment is to commence under such order (taking into account only the present value of benefits actually accrued as of such date), and

(iii) in any form in which such benefits may be paid under the Plan to the Participant (other than in the form of a joint and survivor annuity with respect to the Alternate Payee and his or her subsequent spouse).

(d) In addition, the Committee shall treat any order entered prior to January 1, 1985 as a Qualified Domestic Relations Order if the Committee is paying benefits pursuant to such order on such date, and the Committee may treat any other order entered prior to January 1, 1985, as a Qualified Domestic Relations Order even if such order does not satisfy the requirements of this Section.

2.50 Qualified Employer Contributions. Employer contributions that both (i) qualify for aggregation for Code Section 401(k) or 401(m) discrimination testing purposes, pursuant to sections 401(k)(3)(1) (ii) or 401(m)(3) of the Code, and (ii) were in fact aggregated for such purposes.

2.51 Re‑Employed Employee. An Employee who (i) previously separated from Service or service with a Related Employer with a nonforfeitable interest in his Employer Matching Contribution Account or Employee Profit Sharing Contribution Account or (ii) previously separated from Service or service with a Related Employer without a nonforfeitable interest in his Employer Matching Contribution Account or Employer Profit Sharing Contribution Account but who resumes Service or service with a Related Employer before his number of consecutive One Year Breaks in Service equals or exceeds the greater of five or his number of years of Vesting Service prior to his separation from Service or separation from service with a Related Employer.

2.52 Related Employer. Any business entity that is, along with an Employer, (i) a member of a controlled group of corporations (as defined in section 414(b) of the Code, with such section, for purposes of the limitation on Annual Additions, being modified pursuant to section 415(h) of the Code), (ii) a member of a group of trades or businesses (whether or not incorporated) that are under common control (as defined by section 414(c) of the Code, with such section being modified, for purposes of the limitation on Annual Additions, in accordance with section 415(h) of the Code), (iii) a member of an affiliated service group (as defined by section 414(m) of the Code), or (iv) any other entity described by Treasury Regulations promulgated pursuant to section 414(o) of the Code.

2.53 Related Plan. Any defined contribution plan (as defined in section 415(k) of the Code) maintained by the Employer or any Related Employer.

2.54 Reemployment Commencement Date. The date on which an Employee first performs an Hour of Service for the Employer following a separation from Service.

2.55 Rollover Contribution. A transfer or contribution to the Plan of an eligible rollover distribution (within the meaning of section 402(c)(4) of the Code) from an employees' trust described in section 401(a) of the Code that is exempt from tax under section 501(a) thereof and any earnings thereon in a manner which would constitute a direct trust-to-trust transfer or an Eligible Rollover Contribution. Notwithstanding the foregoing provisions of this Section 2.52, no direct trust-to-trust transfer to this Plan of an amount described in the immediately preceding sentence shall be permitted if such amount is attributable, directly or indirectly, to a transfer from a defined benefit plan (within the meaning of section 414(j) of the Code) or a defined contribution plan (within the meaning of section 414(i) of the Code) subject to the minimum funding standards of section 412 of the Code.

2.56 Schottenstein Plan. The Profit Sharing and 401(k) Plan sponsored by the Schottenstein Stores Corporation, as amended and restated effective January 1, 2000.

2.57 Service. Any period of time the Employee is employed by an Employer, including any period the Employee is on Leave of Absence authorized by the Employer under a uniform, nondiscriminatory policy applicable to all Employees and including any leave of absence that an Employee is entitled to take pursuant to FMLA, provided that such Employee returns to work at the conclusion of such leave in a manner consistent with the requirements of FMLA and any administrative requirements imposed by the Employer that are permissible under FMLA. The Plan shall treat service of an Employee with a predecessor or Related Employer as Service with an Employer to the extent required by section 414(a) of the Code. Periods of service recognized under the Schottenstein Plan and the American Eagle Outfitters, Inc. Retirement Plan prior to its being merged into the Schottenstein Plan shall be recognized as Service under this Plan.

2.58 Total and Permanent Disability. A permanent mental or physical impairment which prevents the Participant from engaging in any substantial gainful occupation or employment. The Committee will determine whether a Participant has a Total and Permanent Disability under uniform rules of general application, and the determination of the Committee shall be final.

2.59 Trust. The trust or trusts related to the Plan, as may be amended from time to time, to hold, administer, and invest the contributions made under the Plan.

2.60 Trust Agreement. The agreement or agreements between the Company and the Trustee or any successor Trustee establishing the Trust and specifying the duties of the Trustee.

2.61 Trust Fund. All property of every kind held or acquired by the Trustee under the Trust Agreement.

2.62 Trustee. The person or entity from time to time appointed as Trustee under the Trust Agreement.

2.63 Valuation Date. Each day that the New York Stock Exchange is open for business and any other date chosen by the Committee.

2.64 Vested Accrued Benefit. The percentage of a Participant's Accrued Benefit to which he becomes entitled upon termination of his employment, determined in accordance with Section 7.5.

2.65 Vesting Service. The period of Service of an Employee which is used to determine the Employee's nonforfeitable interest in his Employer Matching Contribution Account and his Employer Profit Sharing Contribution Account. Service recognized for vesting purposes under the Schottenstein Plan shall be recognized under the Plan as Vesting Service.

2.66 Year of Eligibility Service. A Year of Eligibility Service shall mean an eligibility computation period during which an Employee completes not less than one thousand (1,000) Hours of Service. For purposes of the preceding sentence, the term "eligibility computation period" initially shall mean the 12-month period commencing on the date that the Employee performs the first Hour of Service for an Employer, and ending on the first anniversary thereof. Thereafter, the "eligibility computation period" shall be each Plan Year, beginning with Plan Year in which the initial eligibility computation period ends.

2.67 Year of Vesting Service. For purposes of vesting under Section 7.5, a Year of Vesting Service shall mean a vesting computation period during which an Employee completes not less than one thousand (1,000) Hours of Service. For purposes of the preceding sentence, the term "vesting computation period" initially shall mean the 12-month period commencing on the date that the Employee performs the first Hour of Service for an Employer, and ending on the first anniversary thereof. Thereafter, the "vesting computation period" shall be each Plan Year, beginning with Plan Year in which the initial vesting computation period ends.

__________________________

End of Article II

ARTICLE III

ELIGIBILITY AND PARTICIPATION

3.1 Eligibility. Each Eligible Employee who, prior to January 1, 2005 was a participant in the Schottenstein Plan shall be a Participant hereunder as of January 1, 2005. Each other Full-Time Employee may become a Participant in the Plan on the Plan Entry Date (or any date thereafter) coincident with or immediately following his attainment of age 20 1/2 and his completion of 60 days of employment with an Employer or a Related Employer. Each other Part-Time Employee may become a Participant in the Plan on the Plan Entry Date (or any date thereafter) that is coincident with or immediately following 60 days after his attainment of age 20 1/2 and his completion of one Year of Eligibility Service. Notwithstanding the foregoing, an Eligible Employee who is covered by a collective bargaining agreement pursuant to which he is entitled to become a Participant in this Plan may become a Participant in accordance with the provisions of such collective bargaining agreement.

3.2 Participation ‑ Re‑Employed Employees. A Re‑Employed Employee who is an Eligible Employee shall reenter the Plan as a Participant:

(a) If he was a Participant prior to his separation from Service, the day he performs his first Hour of Service as a result of his return to Service, or

(b) If he was not a Participant prior to his separation from Service, on the first Plan Entry Date (or any date thereafter) after his Reemployment Commencement Date, but in no event prior to the date his participation would have commenced had there been no separation from Service.

Any other Employee whose employment terminates and who is subsequently re-employed shall commence participation in accordance with the provisions of Section 3.1.

3.3 Notice of Participation; Passive Enrollment. Prior to his Plan Entry Date, the Committee shall give an Eligible Employee reasonable notice of his pending commencement of participation in the Plan. Such notice shall include forms and instructions on which the Eligible Employee may make the election provided in Section 5.1 of this Plan; provided, however, that an Employee shall automatically be enrolled in the Plan as of the first Plan Entry Date on which he is eligible under this Article III and shall be deemed to have elected to defer three percent (3%) of his Considered Compensation in accordance with Section 5.1 of the Plan, unless the Participant (i) elects to defer a greater percentage of his Considered Compensation, (ii) affirmatively elects not to defer any portion of his Considered Compensation, or (iii) irrevocably elects not to participate in the Plan in accordance with Section 3.4 of the Plan. By his participation, a Participant shall be deemed to have agreed to abide by the provisions of the Plan.

3.4 Election Not to Participate. Notwithstanding the other provisions of this Article III, an Employee may, subject to the approval of the Employer, irrevocably elect voluntarily not to participate in the Plan. The election not to participate must be communicated to the Committee, in writing, at least thirty (30) days before the date on which the Employee would otherwise become eligible to commence participation in the Plan.

__________________________

End of Article III

(d) Information relating to the purchase, holding and sale of Employer common stock, and the exercise of voting tender and similar rights with respect to such shares by Participants and beneficiaries, is maintained in accordance with procedures which are designated to safeguard the confidentiality of such information, except to the extent necessary to comply with Federal laws or state laws not preempted by ERISA.

(e) The Committee shall designate a fiduciary who is responsible for insuring that procedures are in place to insure compliance with the provisions of this Section 4.13 including the requirement in (f) below that an independent fiduciary be appointed when appropriate.

(f) The Plan Administrator shall put in place procedures for the appointment of an independent fiduciary to carry out activities relating to any situations which the fiduciary designated in (e) above determines to involve a potential for undue influence upon Participants and beneficiaries with regard to the direct or indirect exercise of shareholder rights.

(g) A Participant shall be permitted to invest in common stock of an Employer only if such common stock is a "qualifying employer security" as defined in section 4975(e)(8) of the Code and section 407(d)(5) of ERISA.

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End of Article IV

ARTICLE V

PARTICIPANT DEFERRALS OF CONSIDERED COMPENSATION

5.1 Participant Election to Defer Considered Compensation.

(a) Subject to the provisions of Section 5.2, a Participant may elect:

(i) To receive his entire Considered Compensation in cash; or

(ii) To defer a portion of his Considered Compensation, in specified whole percentages, not to exceed the lesser of (A) $10,000 (subject to cost of living adjustments) during a calendar year, or, (B) thirty percent (30%) of his Considered Compensation for the Plan Year. The Employer shall contribute the deferral amount to the Trust as an Employer Salary Reduction Contribution to be allocated, for the Participant's benefit, to his Employer Salary Reduction Contribution Account.

The $10,000 limitation referred to in Section 5.1(a)(ii) above shall be decreased by any salary deferrals under section 401(k) of the Code made by a Participant under any Related Plan, to the extent that any "excess deferrals" (as defined in Section 5.3) are allocated to this Plan pursuant to Section 5.3.

All Employees who are eligible to defer the receipt of Considered Compensation under this Plan and who have attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with, and subject to the limitations of, section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions.

(b) An Employee who makes an election under this Section 5.1 to defer the receipt of Considered Compensation must do so as prescribed by the Committee. The deferral election shall become effective as of the date an Employee becomes a Participant pursuant to Article III. Such an election may be accomplished by electronic or telephonic means which are not otherwise prohibited by law and which are in accordance with procedures and systems approved or arranged by the Committee or its delegates. Notwithstanding the foregoing, a Full-Time Employee shall automatically be deemed to have elected to defer one percent (1%) of his Considered Compensation, in accordance with and subject to the provisions of Section 3.3 of the Plan.

(c) A Participant may modify or suspend a deferral election made hereunder effective as of the first day of the next calendar month by delivering notice as prescribed by the Committee or its delegate. Such an election may be accomplished by electronic or telephonic means which are not otherwise prohibited by law and which are in accordance with procedures and systems approved or arranged by the Committee or its delegates.

(d) No Participant shall be permitted to make an election of this Section 5.1 to defer the receipt of Considered Compensation under this Plan, or any other qualified plan maintained by the Employer during any taxable year, in excess of the dollar limitation contained in section 402(g) of the Code in effect for such taxable year, except to the extent permitted under Section 5.1(a) of this Plan and Section 414(v) of the Code, if applicable.

5.2 Limitation on Employer Salary Reduction Contributions for Highly Compensated Employees. For each Plan Year, the Plan shall satisfy the nondiscrimination tests in section 401(k)(3) of the Code and the Treasury Regulations promulgated thereunder. This Code section and regulations are hereby incorporated by this reference.

(a) Limitations. Notwithstanding the provisions of Section 5.1, the Actual Deferral Percentage for the Highly Compensated Employees with respect to any Plan Year shall bear a relationship to the Actual Deferral Percentage for all other Eligible Employees for the Plan Year which meets either of the following tests:

(i) The Actual Deferral Percentage for the group of eligible Highly Compensated Employees is not more than the Actual Deferral Percentage of all other Eligible Employees multiplied by 1.25, or

(ii) The excess of the Actual Deferral Percentage for the group of eligible Highly Compensated Employees over that of all other Eligible Employees is not more than 2 percentage points, and the Actual Deferral Percentage for the group of eligible Highly Compensated Employees is not more than the Actual Deferral Percentage of all other Eligible Employees multiplied by 2.

(b) Adjustments for Excess Contributions. If the Actual Deferral Percentage for the Highly Compensated Employees exceeds or is reasonably expected by the Committee to exceed the amounts allowed under Section 5.2(a), the Committee shall, in its sole and absolute discretion, do one or more of the following:

(1) Prospective Reduction of Excess Contributions. As often as the Committee elects, and at any time during a Plan Year, it shall prospectively, and in the same proportion, reduce the amount of Considered Compensation to be deferred pursuant to Section 5.1(a) by each Highly Compensated Employee who has made an election pursuant to Section 5.1(a) until the Actual Deferral Percentage for Highly Compensated Employees will not exceed the limits of Section 5.2(a).

(2) (A) Refund of Excess Contributions. Refund the portion of each Highly Compensated Employee's Employer Salary Reduction Contribution that constitutes a portion of the excess contribution (hereinafter defined) for the Plan Year, plus earnings (or less losses) thereon for (i) the Plan Year and (ii) if elected by the Committee, the portion of the following year preceding the date of distribution, until the Actual Deferral Percentage for the Highly Compensated Employees does not exceed the limits of Section 5.2(a) with all refunds from a Participant's Employer Salary Reduction Contribution Account to be charged first against Employer Salary Reduction Contributions for the calendar year that includes the first day of the Plan Year, and then, to the extent necessary, charged against Employer Salary Reduction Contributions for the calendar year that includes the last day of the Plan Year. All such refunds shall be distributed by the Trustee to the Employee within two and one-half months after the close of the Plan Year in which the excess contribution arose, if administratively possible, and within 12 months after the close of such Plan Year at the latest. For purposes of this Section 5.2(c), "excess contribution" shall mean, with respect to any Plan Year, the excess of (i) the aggregate amount of Employer Salary Reduction Contributions (and any other amounts considered in determining the Actual Deferral Percentage) actually paid over to the Trust on behalf of Highly Compensated Employees for such Plan Year, over (ii) the maximum amount of such Employer Salary Reduction Contributions (and any other amounts considered in determining the Actual Deferral Percentage) permitted under the limitations of Section 5.2(a).

The amount of excess contributions for each Highly Compensated Employee is to be determined by the following leveling method, under which the Actual Deferral Percentage of the Highly Compensated Employee with the highest Employer Salary Reduction Contribution is reduced to the extent required to (i) enable the Plan to satisfy the limitations of Sections 5.2(a) and 5.2(b), or (ii) cause such Highly Compensated Employee's Employer Salary Reduction Contribution to equal the Employer Salary Reduction Contribution of the Highly Compensated Employee with the next highest Employer Salary Reduction Contribution, whichever occurs first. This process must be repeated until the Plan satisfies the limitations of Sections 5.2(a) and 5.2(b).

The provisions of this Section 5.2(c)(2) shall be applied after the provisions of Section 5.3 and any distributions thereunder. Any distribution made pursuant to this Section 5.2(c)(2) may be made notwithstanding any other provision of this Plan.

(B) Determination of Earnings and Losses for Plan Year. The earnings or losses allocable to excess contributions for the applicable Plan Year shall be determined by multiplying the total income (or loss) allocable to the Participant's Employer Salary Reduction Contribution Account for the applicable Plan Year by a fraction, the numerator of which is the excess contribution on behalf of the Participant for the applicable Plan Year and the denominator of which is the balance of the Participant's Employer Salary Reduction Contribution Account on the last day of the applicable Plan Year (prior to any refund or redistribution of excess contributions), reduced by the income or gain (or increased by the loss) allocable to such total amount for the Plan Year. In lieu of the method described in this Section, the Committee may calculate earnings and losses hereunder under any other method authorized under applicable law.

(C) Determination of Income or Loss for Gap Period. In the event the Committee determines to distribute such income or credit such loss, the income or loss for the period between the end of the applicable Plan Year and the date of distribution of the excess contribution (the "gap period") shall be equal to the actual income or loss thereon during such period, or, of not readily ascertainable, 10% of the income or loss determined under Section 5.2(c)(2)(B) above multiplied by the number of calendar months that have elapsed since the end of the applicable Plan Year. Distributions occurring on or before the 15th day of the month shall be treated as having been made on the last day of the preceding month, and distributions occurring after such 15th day shall be treated as having been made on the first day of the next month.

(g) In the event the death benefit attributable to the Participant's account balance prior to October 1, 1994 is not paid in the form of a Pre-Retirement Survivor Annuity, it shall be paid to the Participant's Beneficiary by either of the following methods at the election of the Beneficiary:

(i) one lump-sum payment in cash, or

(ii) payment in monthly, quarterly, semi-annual, or annual cash installments over a period to be determined at the election of the Beneficiary, and in installments as nearly equal as practicable.

The death benefit attributable to the portion of the Participant's account that exceeds the September 30, 1994 balance shall be payable only in the form of a single lump sum.

(h) In the event the death benefit is payable in installments, then, upon the death of the Participant, the Plan Administrator shall direct the Trustee to segregate into a separate Trust Fund(s) the death benefit, and the Trustee shall invest such segregated Trust Funds separately, and the funds accumulated in such Trust Fund(s) shall be used for the payment of the installments; provided, the Plan Administrator, in his sole discretion, may at any time direct the Trustee to purchase for the benefit of the Participant's Beneficiary an annuity with all monies or property held in the segregated Trust Fund(s), provided such annuity preserves all benefit rights and features applicable to such benefit under the Plan.

_________________________

End of Article VIIIA

ARTICLE VIIIB

MINIMUM DISTRIBUTION REQUIREMENTS

Section 1

General Rules

8B.1.1 Effective Date. The provisions of this Amendment will apply for purposes of determining required minimum distributions for calendar years beginning with the 2005 calendar year.

8B.1.2 Reserved .

8B.1.3 Precedence. The requirements of this Article VIIIB will take precedence over any inconsistent provisions of the Plan.

8B.1.4 Requirements of Treasury Regulations Incorporated. All distributions required under this Amendment will be determined and made in accordance with the Treasury regulations under section 401(a)(9) of the Internal Revenue Code.

8B.1.5 TEFRA Section 242(b)(2) Elections. Notwithstanding the other provisions of this Amendment, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

Section 2

Time And Manner of Distribution

8B.2.1 Required Beginning Date. A Participant's entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant's Required Beginning Date.

8B.2.2 Death of Participant Before Distributions Begin. If the Participant dies before distributions begin, the Participant's entire interest will be distributed, or begin to be distributed, no later than as follows:

(a) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, then, except as provided in Article VI, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70 1/2, if later.

(b) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, then, except as provided in Article VI, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(c) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, the Participant's entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(d) If the Participant's surviving spouse is the Participant's sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this Section 8B.2.2, other than Section 8B.2.2(a), will apply as if the surviving spouse were the Participant.

For purposes of this Section 8B.2.2 and Section 4 of this Article VIIIB, unless Section 8B.2.2(d) applies, distributions are considered to begin on the Participant's Required Beginning Date. If Section 8B.2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under Section 8B.2.2(a). If distributions under an annuity purchased from an insurance company (to the extent permitted by the Plan) irrevocably commence to the Participant before the Participant's Required Beginning Date [or to the Participant's surviving spouse before the date distributions are required to begin to the surviving spouse under Section 8B.2.2(a)], the date distributions are considered to begin is the date distributions actually commence.

8B.2.3 Forms of Distribution. Unless the Participant's interest is distributed in the form of an annuity purchased from an insurance company (but only to the extent permitted by the provisions of the Plan other than this amendment) or in a single sum on or before the Required Beginning Date, as of the first distribution calendar year, distributions will be made in accordance with Sections 3 and 4 of this Article VIIIB. If the Participant's interest is distributed in the form of an annuity purchased from an insurance company, distributions thereunder will be made in accordance with the requirements of section 401(a)(9) of the Code and the Treasury regulations.

Section 3

Required Minimum Distributions During Participant's Lifetime

8B.3.1 Amount of Required Minimum Distribution for Each Distribution Calendar Year. During the Participant's lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(a) the quotient obtained by dividing the Participant's Account balance by the distribution period in the Uniform Lifetime Table set forth in section 1.401(a)(9)‑9 of the Treasury regulations, using the Participant's age as of the Participant's birthday in the distribution calendar year; or

(b) if the Participant's sole designated Beneficiary for the distribution calendar year is the Participant's spouse, the quotient obtained by dividing the Participant's Account balance by the number in the Joint and Last Survivor Table set forth in section 1.401(a)(9)‑9 of the Treasury regulations, using the Participant's and spouse's attained ages as of the Participant's and spouse's birthdays in the distribution calendar year.

8B.3.2 Lifetime Required Minimum Distributions Continue Through Year of Participant's Death. Required minimum distributions will be determined under this Section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant's date of death.

Section 4

Required Minimum Distributions After Participant's Death

8B.4.1 Death On or After Date Distributions Begin.

(a) Participant Survived by Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant's designated Beneficiary, determined as follows:

(1) The Participant's remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(2) If the Participant's surviving spouse is the Participant's sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant's death using the surviving spouse's age as of the spouse's birthday in that year. For distribution calendar years after the year of the surviving spouse's death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse's birthday in the calendar year of the spouse's death, reduced by one for each subsequent calendar year.

(3) If the Participant's surviving spouse is not the Participant's sole designated Beneficiary, the designated Beneficiary's remaining life expectancy is calculated using the age of the Beneficiary in the year following the year of the Participant's death, reduced by one for each subsequent year.

(b) No Designated Beneficiary. If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant's death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account balance by the Participant's remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

8B.4.2 Death Before Date Distributions Begin.

(a) Participant Survived by Designated Beneficiary. Except as provided in Article VI, if the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant's death is the quotient obtained by dividing the Participant's Account balance by the remaining life expectancy of the Participant's designated Beneficiary, determined as provided in Section 8B.4.1.

(b) No Designated Beneficiary. If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant's death, distribution of the Participant's entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant's death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin. If the Participant dies before the date distributions begin, the Participant's surviving spouse is the Participant's sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under Section 8B.2.2(a), this Section 8B.4.2 will apply as if the surviving spouse were the Participant.

Section 5

Definitions

8B.5.1 Designated Beneficiary. The individual who is designated as the Beneficiary under the Plan and is the designated Beneficiary under section 401(a)(9) of the Internal Revenue Code and section 1.401(a)(9)‑1, Q&A-4, of the Treasury regulations.

8B.5.2 Distribution calendar year. A calendar year for which a minimum distribution is required. For distributions beginning before the Participant's death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant's Required Beginning Date. For distributions beginning after the Participant's death, the first distribution calendar year is the calendar year in which distributions are required to begin under Section 8B.2.2. The required minimum distribution for the Participant's first distribution calendar year will be made on or before the Participant's Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant's Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

8B.5.3 Life expectancy. Life expectancy as computed by use of the Single Life Table in section 1.401(a)(9)‑9 of the Treasury regulations.

8B.5.4 Participant's Account balance. The Account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the Account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The Account balance for the valuation calendar year includes any amounts rolled over or transferred to the Plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

8B.5.5 Required Beginning Date. "Required Beginning Date" means, for a Participant who is not a 5% owner, the April 1 of the calendar year following the later of (i) the calendar year in which the Participant attains age 70 1/2; or (ii) the calendar year in which the Participant retires. The Required Beginning Date of a Participant who is a 5% owner means the April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2. Notwithstanding the provisions of this paragraph, distribution may also be made to a Participant in accordance with a valid election made by the Participant pursuant to section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act of 1982

Section VI

Election

8B.6.1 Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries. If the Participant dies before distributions begin and there is a designated Beneficiary, distribution to the designated Beneficiary is not required to begin by Section 8B.2.2, but the Participant's entire interest will in all cases be distributed to the designated Beneficiary by December 31 of the calendar year containing the fifth anniversary of the Participant's death if the Plan provides solely for lump sum distributions or installment distributions over a period not greater than over 5 years.

_________________________

End of Article VIIIB

14.10 Claims Procedure. Prior to or upon becoming entitled to receive a benefit hereunder, a Participant or Beneficiary shall file a claim for such benefit with the Committee at the time and in the manner prescribed thereby. However, subject to the restrictions of Section 8.7, the Committee may direct the Trustee to commence payment of a Participant's or Beneficiary's benefits hereunder without requiring the filing of a claim therefor, if the Committee has knowledge of such Participant's or Beneficiary's whereabouts.

14.11 Appeal Procedure for Denial of Benefits.

(a) Claims not involving a determination of disability. For claims not involving a determination of disability, the Committee shall provide adequate notice in writing to any Participant or to any Beneficiary ("Claimant") whose claim for benefits under the Plan the Committee has denied. Such notice must be sent within 30 days of the date the claim is received by the Committee unless special circumstances require an extension of time for processing the claim. Such extension shall not exceed 90 days and no extension shall be allowed unless, within the initial 30 day period, the claimant is sent an extension notice indicating the special circumstances requiring the extension and specifying a date by which the Committee expects to render its decision. The Committee's notice of denial to the Claimant shall set forth:

(i) The specific reason or reasons for the denial;

(ii) Specific references to pertinent Plan provisions on which the Committee based its denial;

(iii) A description of any additional material and information needed for the Claimant to perfect his claim and an explanation of why the material or information is needed;

(iv) A statement that the Claimant may:

(A) Request a review upon written application to the Committee;

(B) Review pertinent Plan documents;

(D) That any appeal the Claimant wishes to make of the adverse determination must be in writing to the Committee within 75 days after receipt of the Committee's notice of denial of benefits. If such notice is not furnished and the claim has not been allowed within such 30 day period, such claim shall be deemed to have been denied.

(v) The Committee's notice must further advise the Claimant that his failure to appeal the action to the Committee in writing within the 75 day period (or, if no such denial was furnished, within 120 days after the filing of the claim) will render the Committee's determination final, binding, and conclusive.

If the Claimant should appeal to the Committee, he, or his duly authorized representative, may submit, in writing, whatever issues and comments he, or his duly authorized representative, feels are pertinent. The Committee shall re‑examine all facts related to the appeal and make a final determination as to whether the denial of benefits is justified under the circumstances. The Committee shall advise the Claimant in writing of its decision on his appeal, the specific reasons for the decision, and the specific Plan provisions on which the decision is based. The notice of the decision shall be given within 60 days of the Claimant's written request for review, unless special circumstances (such as a hearing) would make the rendering of a decision within the 60-day period infeasible, but in no event shall the Committee render a decision regarding the denial of a claim for benefits later than 120 days after its receipt of a request for review. No hearing shall be scheduled earlier than 10 days after the mailing of notice to the Claimant that sets forth the date, time and place of the hearing. If an extension of time for review is required because of special circumstances, written notice of the extension shall be furnished to the claimant prior to the date the extension period commences.

The Committee's notice of denial of benefits shall identify the name of each member of the Committee and the name and address of the Committee member to whom the Claimant may forward his appeal.

(b) Claims involving a determination of disability. For claims involving a determination of disability, the Committee shall notify the Claimant of its decision within a reasonable period of time, not exceeding 45 days, after receipt of the claim. However, if it determines that there exist matters beyond the control of the Plan, the Committee may defer action on a claim for benefits for two additional periods, each not to exceed 30 days, and in that case it shall notify the Claimant prior to the close of the initial 45 day period (or the initial 30 day extension) of the special circumstances involved and the time by which it expects to render a decision. Such notice of extension shall specifically explain the standards on which entitlement to a benefit is based, the unresolved issues that prevent a decision on the claim, and the additional information needed to resolve those issues. The Claimant shall be given at least 45 days within which to provide the specified information. If a Claimant provides insufficient information or files an incomplete claim, the time for making a decision is tolled (suspended) from the date the Committee provides notice of an extension until the date it receives the Claimant's response.

If the Committee determines that any benefits claimed should be denied, it shall give notice to the Claimant setting forth the specific reason or reasons for the denial, providing a specific reference to the Plan provisions on which the denial is based, describing any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such material or information is necessary, and describing the Plan's review procedures and the time limits applicable to such procedures. In addition, if an internal rule, guideline, protocol, or other similar criterion was relied upon in making the adverse determination, the Committee shall provide either the specific rule, guideline, protocol or other similar criterion, or a statement that any such item was relied upon in making the adverse determination and that a copy of such item will be provided free of charge to the Claimant upon request. Furthermore, if the adverse determination is based upon a medical necessity or experimental treatment or similar exclusion or limit, the Committee shall provide either an explanation of the scientific or clinical judgment for the determination, or a statement that such explanation will be provided free of charge upon request.

The Claimant shall be entitled to full and fair review by the Committee of the denial. The Claimant shall have one hundred eighty (180) days after receipt of the denial in which to file a written notice of appeal with the Committee. A final determination by the Committee shall be rendered within a reasonable period of time, not exceeding forty-five (45) days, after receipt of the Claimant's notice of appeal. Under special circumstances, such determination may be delayed for an additional period not to exceed forty-five (45) days, in which case the Claimant shall be notified of the delay prior to the close of the initial forty-five (45) day period. The Committee's final decision shall set forth the reasons and the references to the Plan provisions on which it is based, shall advise 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 to the claim for benefits, and shall advise the Claimant of the right to bring an action under Section 502(a) of ERISA.

14.12 No Rights Implied. Nothing contained in this Plan, or with respect to the establishment of the Trust, or any modification or amendment to the Plan or Trust, or in the creation of any Account, or the payment of any benefit, shall give any Employee, Participant, or any Beneficiary any right to continue employment, any legal or equitable right against an Employer, or Employee of the Employer, or against the Trustee, or its agents or employees, except as expressly provided by the Plan, the Trust or ERISA.

14.13 Electronic Transactions. Salary reduction agreements and cancellations or amendments thereto, investment elections, changes or transfers, loans, withdrawal decisions, and any other decision or election by a Participant (or a Beneficiary) under this Plan may be accomplished by electronic or telephonic means which are not otherwise prohibited by law and which are in accordance with procedures and/or systems approved or arranged by the Committee or its delegates.

__________________________

End of Article XIV

Participating Employers	Effective Date of Participation
American Eagle Outfitters, Inc. (plan sponsor)	January 1, 2005
AE Corporate Services Co.	January 1, 2005
AE Direct Co. LLC	January 1, 2005
AE Distribution Co.	January 1, 2005
AE Outfitters Retail Co.	January 1, 2005
AE Retail West LLC	January 1, 2005
AEO Management Co. (except for Puerto Rican branch)	January 1, 2005
Blue Star Imports LP	January 1, 2005
Retail Distribution West LLC	January 1, 2005
Retail Royalty Company	January 1, 2005

		Page
ARTICLE I - BACKGROUND		1
ARTICLE II - DEFINITIONS AND CONSTRUCTION		2
2.1	Accounts	2
2.2	Accrued Benefit	3
2.3	Actual Deferral Percentage	3
2.4	Actual Matching Percentage	4
2.5	Administrator	4
2.6	Alternate Payee	5
2.7	Annual Addition	5
2.8	Beneficiary	5
2.9	Code	5
2.10	Committee	6
2.11	Company	6
2.12	Company Stock	6
2.13	Compensation	6
2.14	Considered Compensation	7
2.15	Determination Year	7
2.16	Distributee	7
2.17	Early Retirement Age	7
2.18	Effective Date	7
2.19	Eligible Employee	7
2.20	Eligible Retirement Plan	8
2.21	Employee	8
2.22	Eligible Rollover Distribution	9
2.23	Employee Contribution	9
2.24	Employer	9
2.25	Employer Matching Contribution	9
2.26	Employer Nonelective Contribution	9
2.27	Employer Profit Sharing Contribution	10
2.28	Employer Salary Reduction Contribution	10
2.29	Employment Commencement Date	10
2.30	ERISA	10
2.31	Fiscal Year	10
2.32	Forfeitures	10
2.33	Forfeiture Amount	10
2.34	Former Participant	10
2.35	Full-Time Employee	10
2.36	Highly Compensated Employee	10
2.37	Hour of Service	11
2.38	Leave of Absence	12
2.39	Limitation Year	13
2.40	Normal Retirement Age	13
2.41	One Year Break in Service	13
2.42	Parental Absence	13
2.43	Part-Time Employee	14
2.44	Participant	14
2.45	Plan	14
2.46	Plan Entry Date	14
2.47	Plan Year	14
2.47	Predecessor Employer	14
2.49	Qualified Domestic Relations Order	14
2.50	Qualified Employer Contributions	15
2.51	Re Employed Employee	16
2.52	Related Employer	16
2.53	Related Plan	16
2.54	Reemployment Commencement Date	16
2.55	Rollover Contribution	16
2.56	Schottenstein Plan	16
2.57	Service	16
2.58	Total and Permanent Disability	17
2.59	Trust	17
2.60	Trust Agreement	17
2.61	Trust Fund	17
2.62	Trustee	17
2.63	Valuation Date	17
2.64	Vested Accrued Benefit	17
2.65	Vesting Service	17
2.66	Year of Eligibility Service	17
2.67	Year of Vesting Service	18
ARTICLE III - ELIGIBILITY AND PARTICIPATION		19
3.1	Eligibility	19
3.2	Participation Re Employed Employees	19
3.3	Notice of Participation; Passive Enrollment	19
3.4	Election Not to Participate	20
ARTICLE IV - EMPLOYER CONTRIBUTIONS		21
4.1	Employer Contributions	21
4.2	Employer Contribution Limitation	21
4.3	Determination of Contribution	22
4.4	Time and Method of Payment of Employer Contributions	23
4.5	Limitations on Employer Matching Contribution	23
4.6	Return of Employer Contributions	26
4.7	Employee Contributions	26
4.8	Rollover Contributions	26
4.9	Investment of Assets	27
4.10	Investment Elections	28
4.11	Change of Elections	28
4.12	Default Investments	28
4.13	Investment in Stock of Employer	28
ARTICLE V - PARTICIPANT DEFERRALS OF CONSIDERED COMPENSATION		30
5.1	Participant Election to Defer Considered Compensation	30
5.2	Limitation on Employer Salary Reduction Contributions for Highly Compensated Employees	31
5.3	Distribution of Excess Deferrals.	34
ARTICLE VI - ALLOCATIONS		35
6.1	Participant's Accounts	35
6.2	Charging of Payments, Distributions and Loans	35
6.3	Allocation of Earnings and Losses to Accounts	35
6.4	Allocation of Contributions	36
6.5	Dates Contributions Considered Made	38
6.6	Valuation	38
6.7	Equitable Allocations	38
6.8	Limitation on Annual Additions	38
6.9	Allocation Does Not Create Rights	39
ARTICLE VII - TERMINATION OF SERVICE PARTICIPANT VESTING		40
7.1	Normal Retirement	40
7.2	Early Retirement	40
7.3	Disability	40
7.4	Death	41
7.5	Termination of Service Prior to Early or Normal Retirement	41
7.6	Years of Vesting Service	41
7.7	Forfeiture Occurs and Restoration of Non Vested Accrued Benefit	42
7.8	Termination, Partial Termination, or Complete Discontinuance of Employer Contributions	43
ARTICLE VIII - TIME AND METHOD OF PAYMENT OF BENEFITS		44
8.1	Time of Payment	44
8.2	Payment of Retirement or Disability Benefits	44
8.3	Payment of Benefits Following Severance From Employment	45
8.4	Pre-Retirement Death Benefits	45
8.5	Pre-Retirement Spousal Death Benefit	46
8.6	Deferral of Payments	46
8.7	Lump Sum Cashout and Special Limitation on Involuntary Payment of Benefits	46
8.8	Qualified Domestic Relations Orders	47
8.9	Payment in the Event of Legal Disability	47
8.10	Accounts Charged	48
8.11	Payments Only from Trust Fund	48
8.12	Unclaimed Account Procedure	48
8.13	Restrictions on Distributions	49
ARTICLE VIIIA - TRANSITION RULES		51
8A.1	Transition Benefits	51
8A.2	Forms of Retirement Benefit	51
8A.3	Distribution of Benefits Upon Death	54
ARTICLE VIIIB - MINIMUM DISTRIBUTION REQUIREMENTS		56
8B.1.1	Effective Date	56
8B.1.2	Reserved	56
8B.1.3	Precedence	56
8B.1.4	Requirements of Treasury Regulations Incorporated	56
8B.1.5	TEFRA Section 242(b)(2) Elections	56
8B.2.1	Required Beginning Date	56
8B.2.2	Death of Participant Before Distributions Begin	56
8B.2.3	Forms of Distribution	57
8B.3.1	Amount of Required Minimum Distribution for Each Distribution Calendar Year	57
8B.3.2	Lifetime Required Minimum Distributions Continue Through Year of Participant's Death	58
8B.4.1	Death On or After Date Distributions Begin	58
8B.4.2	Death Before Date Distributions Begin	59
8B.5.1	Designated Beneficiary	59
8B.5.2	Distribution calendar year	59
8B.5.3	Life expectancy	60
8B.5.4	Participant's Account balance	60
8B.5.5	Required Beginning Date	60
8B.6.1	Election to Apply 5-Year Rule to Distributions to Designated Beneficiaries	60
ARTICLE IX - TOP HEAVY PLAN PROVISIONS		61
9.1	Top Heavy Rules Applied	61
9.2	Additional Definitions	61
9.3	Reserved	64
9.4	Minimum Benefit	64
9.5	Termination of Service Prior to Normal Retirement Age	66
ARTICLE X - IN-SERVICE WITHDRAWALS		67
10.1	In-Service Withdrawal From Accounts	67
10.2	Hardship Withdrawals	67
10.3	Age 59 1/2	69
ARTICLE XI - LOANS		71
11.1	Loans to Participants: Basic Terms and Limits	71
11.2	Instruments and Security for Loans	72
11.3	Loan Provisions Incorporated by Reference	73
11.4	Payment of Expenses	73
ARTICLE XII - EMPLOYER ADMINISTRATIVE PROVISIONS		75
12.1	Information	75
12.2	No Liability	75
12.3	Employer Action	75
12.4	Indemnity	75
12.5	Amendment to Vesting Schedule	75
ARTICLE XIII - COMMITTEE ADMINISTRATION AND INVESTMENT PROVISIONS		77
13.1	Appointment of Committee	77
13.2	Term	77
13.3	Compensation	77
13.4	Powers of the Committee	77
13.5	Manner of Action	79
13.6	Authorized Representative	79
13.7	Exclusive Benefit	79
13.8	Interested Member	79
13.9	Funding Policy	80
13.10	Books and Records	80
ARTICLE XIV - PARTICIPANT ADMINISTRATIVE PROVISIONS		81
14.1	Beneficiary Designation	81
14.2	No Beneficiary Designation	81
14.3	Personal Data to Committee	81
14.4	Address for Notification	81
14.5	Place of Payment and Proof of Continued Eligibility	81
14.6	Alienation	82
14.7	Litigation Against the Trust	82
14.8	Information Available	82
14.9	Beneficiary's Right to Information	82
14.10	Claims Procedure	82
14.11	Appeal Procedure for Denial of Benefits	83
14.12	No Rights Implied	85
14.13	Electronic Transactions	85
ARTICLE XV - FIDUCIARY DUTIES		86
15.1	Fiduciaries	86
15.2	Allocation of Responsibilities	86
15.3	Procedures for Delegation and Allocation of Responsibilities	87
15.4	Allocation of Fiduciary Liability	87
ARTICLE XVI - DISCONTINUANCE AMENDMENT AND TERMINATION		89
16.1	Discontinuance	89
16.2	Amendment	89
16.3	Termination	89
16.4	Termination, Partial Termination, or Complete Discontinuance of Employer Contributions	89
16.5	Procedure on Termination	90
16.6	Merger	90
16.7	Notice of Change in Terms	90
ARTICLE XVII - THE TRUST		91
17.1	Purpose of the Trust Fund	91
17.2	Appointment of Trustee	91
17.3	Exclusive Benefit of Participants	91
17.4	Benefits Supported Only By the Trust Fund	91
17.5	Rights to Trust Assets	91
17.6	Restriction of Use of Trust Fund	91
ARTICLE XVIII - MISCELLANEOUS		92
18.1	Execution of Receipts and Releases	92
18.2	No Guarantee of Interests	92
18.3	Payment of Expenses	92
18.4	Employer Records	92
18.5	Interpretations and Adjustments	92
18.6	Uniform Rules	92
18.7	Evidence	93
18.8	Severability	93
18.9	Notice	93
18.10	Waiver of Notice	93
18.11	Successors	93
18.12	Headings	93
18.13	Governing Law	93
18.14	Qualified Military Service	93
ARTICLE XIX - EMPLOYER PARTICIPATION		94
19.1	Adoption by Employer	94
19.2	Withdrawal by Employer	94
19.3	Adoption Contingent Upon Initial and Continued Qualification	94
19.4	No Joint Venture Implied	95
ARTICLE XX - SIGNATURE PAGE		96
SCHEDULE I		97