0001193125-13-126488 Sample Contracts

SHAREHOLDER PROTECTION RIGHTS AGREEMENT dated as of March 22, 2013 between PACIFIC SUNWEAR OF CALIFORNIA, INC. and Computershare Trust Company, N.A., as Rights Agent
Shareholder Protection Rights Agreement • March 26th, 2013 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • California

SHAREHOLDER PROTECTION RIGHTS AGREEMENT (as amended from time to time, this “Agreement”), dated as of March 22, 2013, between Pacific Sunwear of California, Inc., a California corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company, as Rights Agent (the “Rights Agent”, which term shall include any successor Rights Agent hereunder).

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AMENDMENT NO. 1 TO THE SHAREHOLDER PROTECTION RIGHTS AGREEMENT
Shareholder Protection Rights Agreement • March 26th, 2013 • Pacific Sunwear of California Inc • Retail-apparel & accessory stores • California

This Amendment, dated as of March 22, 2013 (this “Amendment”), to the Shareholder Protection Rights Agreement, dated as of December 7, 2011 (the “Rights Agreement”), between Pacific Sunwear of California, Inc. (the “Company”) and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Rights Agreement.

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