0001193125-07-261105 Sample Contracts

WILLIAMS–SONOMA, INC. 2001 LONG-TERM INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • December 7th, 2007 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores • California
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FOURTH AMENDMENT
Fourth Amendment • December 7th, 2007 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS FOURTH AMENDMENT dated as of September 8, 2007 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and The Bank of New York (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

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THIRD AMENDMENT
Williams Sonoma Inc • December 7th, 2007 • Retail-home furniture, furnishings & equipment stores

THIS THIRD AMENDMENT dated as of September 8, 2007 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and Wells Fargo Bank, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

Sample 1
SECOND AMENDMENT
Williams Sonoma Inc • December 7th, 2007 • Retail-home furniture, furnishings & equipment stores

THIS SECOND AMENDMENT dated as of July 20, 2007 (this “Amendment”) amends the Reimbursement Agreement dated as of September 8, 2006 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and JPMorgan Chase Bank, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

Sample 1
THIRD AMENDMENT
Third Amendment • December 7th, 2007 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS THIRD AMENDMENT dated as of September 8, 2007 (this “Amendment”) amends the Reimbursement Agreement dated as of September 8, 2006 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and JPMorgan Chase Bank, N.A. (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

Sample 1
SECOND AMENDMENT
Second Amendment • December 7th, 2007 • Williams Sonoma Inc • Retail-home furniture, furnishings & equipment stores

THIS SECOND AMENDMENT dated as of September 8, 2007 (this “Amendment”) amends the Reimbursement Agreement dated as of September 8, 2006 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and U.S. Bank National Association (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

Sample 1
THIRD AMENDMENT
Williams Sonoma Inc • December 7th, 2007 • Retail-home furniture, furnishings & equipment stores

THIS THIRD AMENDMENT dated as of July 23, 2007 (this “Amendment”) amends the Reimbursement Agreement dated as of July 1, 2005 (as previously amended, the “Reimbursement Agreement”) between Williams-Sonoma, Inc. (the “Parent”) and The Bank of New York (the “Bank”). Capitalized terms used but not defined herein have the respective meanings given to them in the Reimbursement Agreement.

Sample 1
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