EXHIBIT 1 TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT This TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this "Termination") is entered into as of May 12, 2003 by and among the parties set forth on Schedule A hereto...

                                                                      EXHIBIT 1

                TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT

      This TERMINATION OF AMENDED AND RESTATED SHAREHOLDERS' AGREEMENT (this
"Termination") is entered into as of May 12, 2003 by and among the parties set
forth on Schedule A hereto (each individually a "Shareholder" and collectively
the "Shareholders"), and Guess ?, Inc., a Delaware corporation (the "Company").

1.    TERMINATION

      The Shareholders, collectively and individually, and, subject to the
receipt of requisite stockholder approval at the 2003 annual meeting of the
Company's stockholders (the "Stockholder Approval"), the Company hereby
terminate all of the provisions of that certain Amended and Restated
Shareholders' Agreement dated as of August 8, 1996, as amended, by and among the
Shareholders and the Company (the "Agreement"), effective immediately upon
receipt of the Stockholder Approval as evidenced by the secretary of such
stockholders' meeting. The parties hereby expressly agree that none of the
Shareholders (or their spouses, heirs, executors, and assigns), or the Company
(or any of its affiliates, successors, predecessors, or assigns, or any of their
respective trustees, shareholders, directors, officers, employees or agents)
will have any previous or continuing liabilities or obligations whatsoever or
have any previous or continuing rights whatsoever under the Agreement, and the
Agreement will be void and without further force and effect, immediately upon
receipt of the Stockholder Approval.

2.    FURTHER ASSURANCES

      The Shareholders and the Company shall execute and deliver such other
instructions and agreements and take any further action as may be necessary or
proper in order to terminate the Agreement.

3.    COUNTERPARTS

      This Termination may be executed in two or more counterparts and by
different parties hereto in separate counterparts, each of which when so
executed and delivered shall be deemed an original, but all of which
counterparts together shall constitute but one and the same instrument;
signature pages may be detached from multiple separate counterparts and attached
to a single counterpart so that all signature pages are physically attached to
the same document.

4.    MISCELLANEOUS

      This Termination will be governed by and construed in accordance with the
laws of the State of Delaware, without regard to conflict of laws principles.

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      IN WITNESS WHEREOF, the parties have executed this Termination as of the
date first above written.

GUESS?, INC.



By: /s/ XXXXXX XXXXXXXX
   ---------------------------------
   Name:  Xxxxxx Xxxxxxxx
   Title: President and Chief Operating Officer


XXXXXXX XXXXXXXX TRUST (1995 Restatement)

XXXXXXX XXXXXXXX GIFT TRUST FBO XXXXXXXX XXXXXXXX



By: /s/  Xxxxxxx Xxxxxxxx
    Name: Xxxxxxx Xxxxxxxx
    Title: Trustee


XXXXXXX XXXXXXXX 1996 GRANTOR RETAINED ANNUITY TRUST



By: /s/  Xxxx Xxxxxxxx
   Name: Xxxx Xxxxxxxx
   Title: Co-Trustee



By: /s/  Xxxx Xxxxxx
   Name: Xxxx Xxxxxx
   Title: Co-Trustee


XXXXXXX XXXXXXXX 1990 CHILDREN'S TRUST



By:/s/  Xxxxxxx Xxxxxxxx
   Name: Xxxxxxx Xxxxxxxx
   Title: Sole Advisor





XXXXXXX XXXXXXXX 2001 CHILDREN'S TRUST



By:/s/  Xxxx Xxxxxxxx
   Name: Xxxx Xxxxxxxx
   Title: Co-Trustee



By: /s/  Xxxx Xxxxxx
   Name: Xxxx Xxxxxx
   Title: Co-Trustee


XXXXXXX XXXXXXXX FAMILY FOUNDATION



By: /s/  Xxxxxxx Xxxxxxxx
   Name: Xxxxxxx Xxxxxxxx
   Title: President


XXXXXXXX XXXXXXXX



By: /s/  Xxxxxxxx Xxxxxxxx
   Name: Xxxxxxxx Xxxxxxxx


XXXXXXX XXXXXXXX 1990 CHILDREN'S TRUST



By: /s/  Xxxxxxx Xxxxxxxx
   Name: Xxxxxxx Xxxxxxxx
   Title: Sole Advisor


XXXX XXXXXXXX TRUST DATED FEBRUARY 20, 1986

XXXX XXXXXXXX GRANTOR RETAINED ANNUITY TRUST NO. II



By: /s/  Xxxx Xxxxxxxx
   Name: Xxxx Xxxxxxxx
   Title: Trustee





XXXX XXXXXXXX 1996 GRANTOR RETAINED ANNUITY TRUST



By:  /s/  Xxxxxxx Xxxxxxxx
   Name: Xxxxxxx Xxxxxxxx
   Title: Co-Trustee



By: /s/  Xxxxxx X. Xxxxxxxx
   Name: Xxxxxx X. Xxxxxxxx
   Title: Co-Trustee


XXXXXX XXXXXXXX TRUST DATED FEBRUARY 20, 1986

XXXXXX XXXXXXXX GIFT TRUST - ANASTASIA

XXXXXX XXXXXXXX GIFT TRUST - FRANCESCA

XXXXXX XXXXXXXX GIFT TRUST - XXXXXXXX

XXXXXX XXXXXXXX GIFT TRUST - DOMINIQUE

XXXXXX XXXXXXXX GIFT TRUST - JULIEN



By: /s/  Xxxxxx Xxxxxxxx
   Name: Xxxxxx Xxxxxxxx
   Title: Trustee


XXXXXX XXXXXXXX 1996 GRANTOR RETAINED ANNUITY TRUST



By: /s/  Xxxxxxx Xxxxxxxx
   Name: Xxxxxxx Xxxxxxxx
   Title: Co-Trustee



By: /s/  Xxxx X. Xxxxx
   Name: Xxxx X. Xxxxx
   Title: Co-Trustee





                                   SCHEDULE A

                                  SHAREHOLDERS

Xxxxxxx Xxxxxxxx Trust (1995 Restatement)
Xxxxxxx Xxxxxxxx Gift Trust FBO Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
Xxxxxxx Xxxxxxxx 1990 Children's Trust
Xxxxxxx Xxxxxxxx 2001 Children's Trust
Xxxxxxx Xxxxxxxx Family Foundation
Xxxxxxxx Xxxxxxxx
Xxxxxxx Xxxxxxxx 1990 Children's Trust
Xxxx Xxxxxxxx Trust dated February 20, 1986
Xxxx Xxxxxxxx Grantor Retained Annuity Trust No. II
Xxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust
Xxxxxx Xxxxxxxx Trust dated February 20, 1986
Xxxxxx Xxxxxxxx Gift Trust - Anastasia
Xxxxxx Xxxxxxxx Gift Trust - Francesca
Xxxxxx Xxxxxxxx Gift Trust - Xxxxxxxx
Xxxxxx Xxxxxxxx Gift Trust - Dominique
Xxxxxx Xxxxxxxx Gift Trust - Julien
Xxxxxx Xxxxxxxx 1996 Grantor Retained Annuity Trust