SPIEGEL INC
EXECUTIVE DEFERRED COMPENSATION PLAN
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>3
<FILENAME>dex103.txt
<DESCRIPTION>EXECUTIVE DEFERRED COMPENSATION PLAN
<TEXT>
<PAGE>

                                                                    Exhibit 10.3

                                  SPIEGEL, INC.

                      EXECUTIVE DEFERRED COMPENSATION PLAN

                        ===============================




                            Effective January 1, 1999

<PAGE>

                                  SPIEGEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                          <C>
1. PURPOSE .............................................................      1

2. DEFINITIONS AND CAPITALIZED TERMS ...................................      1

3. ELIGIBILITY .........................................................      4

4. DEFERRAL OF COMPENSATION ............................................      4

       4.1 Election to Defer ...........................................      4

       4.2 Date of Deferral ............................................      5

       4.3 Multiple Elections ..........................................      5

       4.4 Annual Elections ............................................      5

       4.5 No Adjustments ..............................................      5

5. DEFERRED COMPENSATION ACCOUNTS ......................................      6

       5.1 Maintenance of Accounts .....................................      6

       5.2 Interest Accruals ...........................................      6

       5.3 Investment of Unpaid Balances ...............................      6

       5.4 Company Contributions .......................................      6

       5.5 Company's General Assets ....................................      7

6. EFFECT ON ASSOCIATE BENEFITS ........................................      8

7. PAYMENT OF DEFERRED COMPENSATION ACCOUNTS ...........................      8

       7.1 Income Tax Obligations ......................................      8

       7.2 In-Service Withdrawals ......................................      8

       7.3 Termination of Employment ...................................      9

       7.4 Disability ..................................................      9

       7.5 Retirement ..................................................     10

       7.6 Death Prior to Commencement of Distributions ................     10

       7.7 Death After Commencement of Distributions ...................     10

       7.8 Withholding and Other Tax Consequences ......................     10

8. FUNDING .............................................................     11

9. NON-ALIENATION OF BENEFITS ..........................................     11

10. LIMITATION OF RIGHTS ...............................................     11

11. BEST PAYMENTS ......................................................     12

12. NOTICE UNDER WARN ..................................................     12
</TABLE>

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<TABLE>

<S>                                                                          <C>
13. AMENDMENT OR TERMINATION OF PLAN ...................................     13

14. ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION ...................     13

       14.1 Administrative Committee ...................................     13

       14.2 Committee Organization and Procedures ......................     13

       14.3 Administrative Authority ...................................     14

       14.4 Expenses ...................................................     14

       14.5 Insurance ..................................................     14

       14.6 Claims Procedure ...........................................     15

       14.7 Appeal Procedures ..........................................     15

       14.8 Arbitration ................................................     15

       14.9 Notices ....................................................     16

       14.10 Indemnification ...........................................     17

15. MISCELLANEOUS ......................................................     17

       15.1 Alternative Acts and Times .................................     17

       15.2 Masculine and Feminine, Singular and Plural ................     17

       15.3 Governing Law and Severability .............................     18

       15.4 Facility of Payment ........................................     18

       15.5 Correction of Errors .......................................     19

       15.6 Missing Persons ............................................     19

       15.7 Status of Participants .....................................     19

       15.8 Associate and Spouse Acknowledgement .......................     20

     EXECUTION .........................................................     21
</TABLE>

                                       3

<PAGE>

                                  SPIEGEL, INC.
                      EXECUTIVE DEFERRED COMPENSATION PLAN

     The Board of Directors of Spiegel, Inc., a corporation, ("Company") has
adopted this Executive Deferred Compensation Plan ("Plan") effective January 1,
1999.

     1.   PURPOSE
          -------

          The primary purpose of the Plan is to provide deferred compensation to
a select group of management and highly compensated Associates through an
unfunded "top hat" arrangement exempt from the fiduciary, funding, vesting, and
plan termination insurance provisions of Title I and Title IV of the Associate
Retirement Income Security Act ("ERISA"). More specifically, the Company has
adopted this Plan to provide Associates with the opportunity to defer
Compensation.

     2.   DEFINITIONS AND CAPITALIZED TERMS
          ---------------------------------

          The capitalized terms, set forth in alphabetical order defined below,
are used throughout the Plan.

               (a) "Account" refers to the bookkeeping entries established and
maintained by the Company or the Administrative Committee for the purpose of
recording (i) the amounts of Compensation deferred by an Associate and Company
Contributions made by the Company under this Plan, (ii) any interest earnings or
losses with respect to those amounts, and (iii) any distributions to an
Associate or Beneficiary.

               (b) "Associate" refers to any Associate, within the meaning of
Section 3121(d) of the Code, who is highly compensated or who is a member of
management selected by the Administrative Committee to participate in this Plan.
The Administrative Committee shall determine whether an Associate is to be
considered highly compensated. Where the Administrative Committee considers
appropriate in applying the provisions of this Plan, the term Associate shall
include only persons who are Participants or Inactive Participants under Plan.

               (c) "Beneficiary" refers to the person or entity selected to
receive any portion of an Associate's Account that has not been distributed from
the Plan at the time of the Associate's death. Such designation shall be on a
form provided or approved by the Administrative Committee. In the event a
married Associate designates someone other than his or her spouse as sole,
primary Beneficiary, such initial designation or subsequent change shall be
invalid unless the spouse consents in a writing which names the designated
Beneficiary. If an

                                       1

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Associate fails to designate a Beneficiary or no designated Beneficiary survives
the Associate, the Administrative Committee may direct payment of benefits to
the following person or persons in the order given below:

                    the Associate's:

                    (i)   spouse,

                    (ii)  descendants, per stirpes,

                    (iii) parents,

                    (iv)  brothers and sisters, or

                    (v)   estate of the Participant.

               (d)  "Board" or "Board of Directors" refers to the Board of
Directors of the Company.

               (e)  "Change in Control" has the meaning specified in Section
280G of the Code and the regulations thereunder.

               (f)  "Code" refers to the Internal Revenue Code of 1986, as
amended from time to time.

               (g)  "Committee" or "Administrative Committee" refers to the
officers of the Company who act on behalf of the Company in discharging the
Company's duties as the Administrative Committee. Notwithstanding any other
provision of the Plan document, any member of the Administrative Committee or
any other officer or Associate of the Company who exercises discretion or
authority on behalf of the Company shall not be a fiduciary of the Plan merely
by virtue of his or her exercise of such discretion or authority. The Board of
Directors shall identify the Company officers who shall serve as members of the
Administrative Committee. Absent a designation to the contrary, the Board of
Directors shall act as the Administrative Committee. Because this Plan is a "top
hat" arrangement, the Administrative Committee shall not be subject to the
duties imposed by the provisions of Part 4 of Title I of ERISA.

               (h)  "Company," "Corporation" or "Employer" refers to Spiegel,
Inc., a Delaware corporation.

               (i)  "Company Contributions" refers to amounts described in
Section 5.4(a) below.

               (j)  "Compensation" refers to an Associate's gross salary,
including any

                                       2

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commissions, annual incentives, or long-term incentive payments, payable by the
Company after an Associate first becomes eligible to participate in the Plan and
during the period through which such participation continues.

               (k) "Disabled" or "Disability" refers to a physical or mental
condition of an Associate which (i) occurs after an Associate first defers
Compensation under this Plan, (ii) results from an injury, disease or disorder,
and (iii) renders the Associate totally and permanently incapable of continuing
in his or her customary employment with the Company. In determining whether an
Associate is disabled, the Administrative Committee may rely upon the
conclusions of any insurance carrier that has issued a policy of disability
income insurance covering the Associate or upon the conclusions of any physician
acceptable to the Administrative Committee. An Associate automatically will
satisfy the requirements under this Plan, with respect to submission of evidence
of disability, throughout the period that he or she remains qualified for Social
Security disability benefits. Any Associate who believes that he or she is
entitled to any advantage, benefit, or other consideration under the Plan as a
result of being Disabled shall apply to the Administrative Committee for such
consideration and shall provide any evidence of Disability which the
Administrative Committee in its discretion may request in a manner consistent
with the Americans with Disabilities Act of 1990 and other relevant laws.

               (l) "Effective Date" refers to January 1, 1999 with respect to
Compensation first earned, determined or payable after that date.

               (m) "ERISA" refers to the Employee Retirement Income Security Act
of 1974, as amended from time to time.

               (n) "Hardship" refers to an Associate's immediate and heavy
financial need caused by an unforeseeable emergency, as described in Treasury
Regulations Section 1.455-2(h)(4) and (5). In general, but without limitation,
the Plan Administrator shall approve a Hardship withdrawal from an Associate's
Account if the reduction does not exceed the amount needed to pay for the
following unreimbursed expenses: (i) medical expenses defined in Code Section
213(d) and incurred (or to be incurred) during the calendar year by the
Associate, or his or her spouse or dependents (as described in Code Section 152)
as a result of a sudden or unexpected illness or accident; (ii) loss of a
participant's property as a result of a casualty or other extraordinary,
unforeseeable circumstances attributable to forces beyond the participant's
control; and (iii) other costs recognized by the Plan Administrator to pose an
immediate and heavy financial need on the Associate as a result of an
unforeseeable emergency or other factors beyond an Associate's control.

               (o) "Inactive Participant" refers to an Associate who
deferred Compensation under the Plan during a previous Plan Year but who does
not defer any Compensation payable during the current Plan Year.

               (p) "Participant" refers to an eligible Associate who elects to
defer

                                       3

<PAGE>

under the Plan part of his or her Compensation payable during the current Plan
Year.

                    (q) "Plan Year" refers to the period of 12 consecutive
months commencing on the first day of January of each year. The initial plan
year shall commence on the Effective Date of the Plan and end on the final day
of December.

                    (r) "Qualified Plan" refers to the Company's tax qualified
individual account cash or deferred compensation plan subject to the limits
imposed by Code Sections 401(a)(4), 401(k), 401(m), 402(g) and 415.

                    (s) "Retirement" refers to the retirement eligibility rules
in effect at the time. Such rules shall be determined at the sole discretion of
the Administrative Committee.

                    (t) "Service" and "Years of Service" have the meanings
specified in Code Section 411(a)(4) and (5)(a) and the regulations thereunder.

                    (u) "Termination of Employment" refers to an Associate's
separation from service with the Company. This definition does not imply
retirement from service.

     3.   ELIGIBILITY
          -----------

          The Administrative Committee may, from time to time, designate by name
those Associates of the Company who are eligible to participate in the Plan for
one or more Plan Years and the date upon which each such Associate's
participation may commence. All designated Associates shall be notified by the
Board or the Administrative Committee of their eligibility to participate. An
Associate shall not be eligible to participate in the Plan during the Plan Year
immediately following the Plan Year in which the Associate takes a Hardship
withdrawal from the Plan. The effective date of any such ineligibility under the
preceding two sentences shall be the first day of the Plan Year coinciding with
or next following the date on which the Board of Directors or Administrative
Committee provides the Associate with written notice of revocation of
eligibility. An Associate's eligibility to participate in the Plan does not
confer upon the Associate any right to any award, incentive or other
remuneration of any kind.

     4.   DEFERRAL OF COMPENSATION
          ------------------------

          4.1  Election to Defer
               -----------------

               An Associate who is eligible to participate in the Plan may elect
to defer the receipt of Compensation by completing an Election of Deferral in
the form set forth in Exhibit A, Part 1, Page 1 or otherwise approved by the
Administrative Committee. Pursuant to the Election of Deferral form, an eligible
Associate may elect to defer any whole percentage or

                                       4

<PAGE>

fixed dollar amount of his or her Compensation. An Associate who elects to
participate in the Plan must defer at least five thousand dollars ($5,000) of
total Compensation but no more than fifty percent (50%) of salary Compensation
and one hundred percent (100%) of annual incentives and long-term incentive
Compensation for each Plan Year in which he or she remains eligible to
participate.

          4.2  Date of Deferral
               ----------------

               An eligible Associate must submit his or her deferral election
form to the Administrative Committee no later than the last day of the deferral
election period. The last day of the deferral election period shall be (a) the
last day preceding the calendar year in which the eligible Associate will render
the services for which he or she will receive any part of the Compensation
payable to the Associate during that year or (b) in the first year in which the
Company implements the Plan or in which an Associate first becomes eligible to
participate, the Associate may make his or her election within the first 14 days
after the later of (i) the date the Plan becomes effective or (ii) the date the
Associate becomes eligible to participate.

          4.3  Multiple Elections
               ------------------

               An election to defer Compensation shall be effective on the date
an eligible Associate delivers a completed deferral election form to the
Administrative Committee; provided, however, that, if the eligible Associate
delivers another properly completed Election of Deferral form to the
Administrative Committee prior to the close of the deferral election period
described in Section 4.2, the deferral election on the form bearing the latest
date shall control. After the last day of the election period, the controlling
election made prior to the close of the period shall be irrevocable.

          4.4  Annual Elections
               ----------------

               In order to defer any portion of Compensation earned in any
calendar year, an eligible Associate must submit at least one completed Election
of Deferral form during the one-month period immediately preceding the start of
that calendar year. If an Associate fails to make such a submission, the
Associate will be deemed to have elected to continue deferring the same
percentage of Compensation that the Associate deferred in the preceding calendar
year. The Associate also will be considered to have selected the same method of
distribution chosen the preceding calendar year.

          4.5  No Adjustments
               --------------

               After an annual election has taken effect for any Plan Year, a
Participant may not increase or decrease the percentage or amount of
Compensation to be deferred during that Plan Year.

                                       5

<PAGE>

     5.   DEFERRED COMPENSATION ACCOUNTS
          ------------------------------

          5.1  Maintenance of Accounts
               -----------------------

               The Administrative Committee shall maintain one or more Accounts
with respect to any Compensation deferred by an eligible Associate under Section
4 above. The Administrative Committee shall credit the Account with the full
amount of Compensation deferred in any monthly period. If the Compensation
deferred is subject to federal or state employment taxes (e.g. taxes under the
Federal Insurance Contributions Act or Federal Unemployment Tax Act), said taxes
shall be withheld and deducted from a portion of the Associate's Compensation
not deferred under this Plan. A Participant or Inactive Participant shall be
fully vested at all times in amounts deferred under Section 4 above, as adjusted
for any earnings, losses, interest accruals, administrative expenses or
distributions as described below.

          5.2  Interest Accruals
               -----------------

               Prior to the start of any Plan Year, the Company shall inform
Participants and Inactive Participants, in the form set forth in Schedule 1 or a
similar form as approved by the Administrative Committee, that, during the Plan
Year, the Company shall accrue interest compounded monthly, as consideration for
the use or forbearance of money. The accrual of interest begins and the
compounding of interest occurs on the first day of each Plan Year or, if later,
the date on which an eligible Associate first defers Compensation under the
Plan. The rate at which interest accrues shall be declared by the Administrative
Committee and issued in writing to each Participant and Inactive Participant
prior to the start of each Plan Year. At the sole discretion of the
Administrative Committee, for any Plan Year (i) the full amount of such accrued
interest may be allocated to a Participant's Account or (ii) adjusted for any
federal, state or local income or employment tax consequences attributable to
such interest, prior to allocating such interest to a Participant's Account. If
the full amount of such interest accruals are allocated to a Participant's
Account, any federal, state or local income or employment tax consequences
attributable to interest accruals under this Section 5.2 shall be borne by or
inure to the benefit of the Company.

          5.3  Investment of Unpaid Balances
               -----------------------------

               The unpaid balance of all Accounts payable under the Plan shall
continue to be credited with the continued accruals of interest as described in
Section 5.2 above.

          5.4  Company Contributions
               ---------------------

               a.   Company Discretionary Contributions
                    -----------------------------------

                    Apart from Compensation deferrals, the Company shall retain
the right to make discretionary contributions for any Participant under this
Plan.

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<PAGE>

               b.   Adjustments to Company Contributions
                    ------------------------------------

                    Once credited to an Associate's Accounts under this Plan,
the amounts described in Section 5.4(a) shall accrue the interest described in
Section 5.2 above, and shall be paid in accord with Section 7 below.

               c.   Vesting in Company Contributions
                    --------------------------------

                    Subject to the provisions of Section 5.4(d) below, an
Associate shall vest in amounts allocated to his or her Account as described in
Sections 5.4(a) and 5.4(b) above. The below vesting percentage shall apply to
each Company Contribution and shall be initiated beginning with the effective
date of full-time hire with the Company.

                  Years of Service                   Vested Percentage
                  ----------------                   -----------------

               Less than 1                                    0%
               1 but less than 2                             10%
               2 but less than 3                             20%
               3 but less than 4                             30%
               4 but less than 5                             40%
               5 but less than 6                             60%
               6 but less than 7                             80%
               7 or more                                    100%

Additionally, except as provided in Section 5.4(d) below, an Associate shall be
100% vested if, prior to his or her Termination of Employment, the Associate
becomes eligible for retirement, dies, becomes Disabled, or a Change in Control
occurs.

               d.   Forfeitures for Misconduct
                    --------------------------

                    Without regard to the number of Years of Service an
Associate has completed with the Company and without regard to an Associate's
age, Disability or death, if an Associate separates from service with the
Company as a result of the Associate's gross misconduct, within the meaning of
Part 6 of Title I of ERISA, regarding group health continuation coverage, or if
the Associate engages in unlawful business competition with the Company, the
Associate shall forfeit all amounts allocated to his or her Accounts under
Sections 5.4(a) and 5.4(b) above. Such forfeitures shall be retained by the
Company.

          5.5  Company's General Assets
               ------------------------

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<PAGE>

               Participant understands and agrees that all Compensation deferred
under the Plan and all amounts credited to a Participant's Account under the
Plan (a) are the general assets of the Company, (b) may be used in the operation
of the Company's business or in any other manner permitted by law, and (c)
remain subject to the claims of the Company's general unsecured creditors.
Participant agrees, on behalf of Participant and his or her Beneficiary, that
(i) title to any amounts deferred under the Plan or credited to a Participant's
Account remains in the Company and (ii) neither Participant nor his or her
Beneficiary has any property interests whatsoever in said amounts, except as
general creditors of the Company.

     6.   EFFECT ON ASSOCIATE BENEFITS
          ----------------------------

          Amounts deferred under this Plan or distributed pursuant to the terms
of this Plan are not taken into account in the calculation of an Associate's
benefits under any Associate pension or welfare benefit program or under any
other compensation practice maintained by the Company, except to the extent
provided in such program or practice.

     7.   PAYMENT OF DEFERRED COMPENSATION ACCOUNTS
          -----------------------------------------

          7.1  Income Tax Obligations
               ----------------------

               If an Associate is assessed federal, state or local income taxes
by reason of, and computed on the basis of, his or her undistributed deferred
Compensation or undistributed interest accrued on his or her Account, the
Associate shall notify the Administrative Committee in writing of such
assessment and there shall be distributed from the Associate's Account deferred
Compensation or accrued interest in an amount equal to such tax assessment,
together with any interest due and penalties assessed thereupon within 30 days
following such notice; provided however, that if the Administrative Committee
determines that such assessment is improper, it may request that the Associate
contest the assessment, at the expense of the Company (which expense shall
include all costs of appeal and litigation, including legal and accounting fees,
and any additional interest assessed on the deficiency from and after the date
of the Associate's notice to the Administrative Committee); and during the
period such contest is pending, the sums otherwise distributable pursuant to
this Section 7.1 shall not be distributed.

          7.2  In-Service Withdrawals
               ----------------------

               a.   Withdrawals to Meet Hardships
                    -----------------------------

                    If at any time following the first anniversary of initial
participation in the Plan, an Associate incurs a Hardship, as described in
Section 2(n) above, the Associate may, by written notice to the Administrative
Committee, request that all or any specified part of

                                       8

<PAGE>

his or her Account but not less than $1,000 per withdrawal be paid to the
Associate; and such distribution, if approved by the Administrative Committee,
shall be made in a lump sum within 30 days following the Administrative
Committee's receipt of such notice. The Administrative Committee shall have
exclusive authority to determine whether to make a Hardship distribution from an
Associate's Account but shall not unreasonably deny a request for such a
distribution. The Administrative Committee's decision shall be final and binding
on all parties. Any Hardship withdrawals from an Account shall reduce the amount
available for subsequent distributions from the Account, as the Administrative
Committee in good faith may determine.

               b.   Other Withdrawals
                    -----------------

                    The lesser of either: (a) the In-Service Withdrawal amount
designated by the Associate on a validly submitted Election of Deferral in the
form set forth at Exhibit A, Part 3, or (b) the Accrued Benefit, shall be
distributed in a lump sum on the In-Service Withdrawal Date. The In-Service
Withdrawal Date shall be the later of either: (a) the In-Service Withdrawal Date
set forth at Exhibit A, Part 3, or (b) a date twelve (12) months after the
Election Date as defined in this Agreement. No In-Service Withdrawal shall be
effective unless it is elected on an Election of Deferral submitted and dated as
provided at Exhibit A, Part 3.

Prior to Termination of Employment, a Participant may not withdraw any funds
from his or her Account, except as provided in this Section 7.2.

          7.3  Termination of Employment
               -------------------------

               Upon Termination of Employment of a Participant or Inactive
Participant for reasons other than Retirement, the Administrative Committee
shall distribute his or her Account under the Plan in a lump sum. The payment
from the Account shall occur or commence within 90 days following the date in
which the Termination of Employment occurs.

          7.4  Disability
               ----------

               Upon the Disability of a Participant or Inactive Participant
prior to termination of employment, the Administrative Committee shall
distribute his or her Account under the Plan, as elected by the Participant or
Inactive Participant in the form set forth in Exhibit A, Part 1, Page 2, in a
lump sum or in 120 substantially equal monthly installments. In the absence of
such election, the Participant or Inactive Participant shall be distributed his
or her Account under the plan in 120 equal monthly installments such that the
Account depletes. The initial payment from the Account shall occur or commence
on the first day of the second month following the date in which the Disability
results in the Associate's Termination of Employment. Prior to the death of the
Participant or Inactive Participant, during any period in which a Participant or
Inactive Participant remains Disabled, he or she (or his or her legal
representative) may request Hardship withdrawals from any undistributed portion
of his or her Account. Any such Hardship withdrawals shall reduce the amount
available for subsequent distributions from

                                       9

<PAGE>

the Account, as the Administrative Committee in good faith may determine.

          7.5  Retirement
               ----------

               Upon Retirement of a Participant or Inactive Participant, the
Administrative Committee shall distribute his or her Account under the Plan, as
elected by the Participant or Inactive Participant in the form set forth in
Exhibit A, Part 1, Page 2, in a lump sum or in 120 substantially equal monthly
installments. In the absence of such election, the Participant or Inactive
Participant shall be distributed his or her Account under the plan in 120 equal
monthly installments such that the Account depletes. The initial payment from
the Account shall occur or commence on the first day of the second month
following the Associate's date of Retirement.

          7.6  Death Prior to Commencement of Distributions
               --------------------------------------------

               Upon the death of a Participant or Inactive Participant prior to
the commencement of any distribution under Sections 7.4 or 7.5 above, the vested
Account balance of such Participant or Inactive Participant shall be distributed
to his or her Beneficiary, in a lump sum. The payment from the Account shall
occur or commence on the first day of the month following the date in which the
death of the Participant or Inactive Participant occurs. During the period
between the death of the Participant or Inactive Participant and the
commencement of distributions to the Beneficiary, the Beneficiary may request
Hardship withdrawals from any undistributed portion of his or her Account. Any
such Hardship withdrawals shall reduce the amount available for subsequent
distributions from the Plan, as the Administrative Committee in good faith may
determine.

          7.7  Death After Commencement of Distributions
               -----------------------------------------

               Upon the death of a Participant or Inactive Participant after the
commencement of any distribution in accordance with Sections 7.4 or 7.5 above,
the balance remaining in the Account of such Participant or Inactive Participant
shall be distributed to his or her Beneficiary in accordance with the terms
elected by the Participant or Inactive Participant under Sections 7.4 or 7.5.

          7.8  Withholding and Other Tax Consequences
               --------------------------------------

               From any payments made under this Plan, the Company shall
withhold any taxes or other amounts which federal, state or local law requires
the Company to deduct, withhold and deposit. The Company's determination of the
type and amount of taxes to be withheld from any payment shall be final and
binding on all persons having or claiming to have an interest in this Plan or in
any Account under this Plan.

                                       10

<PAGE>

     8.   FUNDING
          -------

          All amounts deferred under this Plan remain or become general assets
of the Company. All payments under this Plan shall come from the general assets
of the Company. The amounts credited to an Associate's Account are not secured
by any specific assets of the Company. This Plan shall not be construed to
require the Company to fund any of the benefits provided hereunder or to
establish a trust or purchase an insurance policy or other product for such
purpose. The Company may make such arrangements as it desires to provide for the
payment of benefits. Neither an Associate, Participant or Inactive Participant
nor his or her Beneficiary or estate shall have any rights against the Company
with respect to any portion of any Account under the Plan except as general
unsecured creditors. No Associate, Participant, Inactive Participant,
Beneficiary or estate has an interest in any Account under this Plan until the
Associate, Participant, Inactive Participant, Beneficiary or estate actually
receives payment from the Account.

     9.   NON-ALIENATION OF BENEFITS
          --------------------------

          The interest of any Associate, Participant, Inactive Participant or
Beneficiary shall not be subject to sale, assignment, transfer, conveyance,
hypothecation, encumbrance, garnishment, attachment, anticipation, pledge,
alienation or other disposition prior to actual distribution from the Plan; and
any attempt to effect such disposition shall be void. No portion of any Account
shall, prior to receipt thereof, be subject to the debts, contracts,
liabilities, or engagements of any Associate, Participant, Inactive Participant
or Beneficiary. Nothing in the preceding sentence shall prohibit the Company
from recovering from an Associate, Participant, Inactive Participant or
Beneficiary any payments to which he or she was not entitled under the Plan.

     10.  LIMITATION OF RIGHTS
          --------------------

          Nothing in this Plan document or in any related instrument shall cause
this Plan to be treated as a contract of employment within the meaning of the
Federal Arbitration Act, 9 U.S.C. 1 et seq., or shall be construed as evidence
of any agreement or understanding, express or implied, that the Company (a) will
employ any person in any particular position or level of Compensation, (b) will
offer any person initial or continued participation or awards in any commission,
incentive or other compensation program, or (c) will continue any person's
employment with the Company.

                                       11

<PAGE>

     11.  BEST PAYMENTS
          -------------

          (a) If the gross amount of any payment or benefit under this Plan,
either separately or in combination with any other payment or benefit payable by
the Company or any of its affiliates or pursuant to a plan of the Company or an
affiliate, would constitute a parachute payment within the meaning of the Code
Section 280G, then the total payments and benefits accrued and payable under
this Plan shall not exceed the amount necessary to maximize the amount
receivable by the Associate after payment of all employment, income and excise
taxes imposed on the Associate with respect to such payments or benefits.

          (b) The Associate may elect by written notice which items of
compensation, if any, shall be reduced so as to meet the requirements of Section
12(a) above. If there is a dispute between the Company and the Associate
regarding (i) the extent, if any, to which any payments or benefits to the
Associate are parachute payments or excess parachute payments, under Code
Section 280G, or (ii) the base amount of such Associate's Compensation under
Code Section 280G, or (iii) the status of such Associate as a disqualified
individual, under Code Section 280G, such dispute shall be resolved in the same
manner as a claim for benefits under this Plan.

          (c) Within 60 days of a Change in Control or, if later, within 30 days
of the Associate's receiving notice of termination of employment from the
Company or the Company's receiving notice of termination of employment from the
Associate, either the Associate or the Company may request (i) a determination
of the amount of any parachute payment, excess parachute payment, or base amount
of compensation, or (ii) a determination of the reduction necessary to maximize
the net receipts of the Associate as described in Section 12(a) above. Any fees,
costs or expenses incurred by the Associate in connection with such
determinations shall be paid equally by the Associate and the Company.

     12.  NOTICE UNDER WARN
          -----------------

          (a) Any amounts paid (i) to any Associate under the Worker Adjustment
and Retraining Notification Act of 1988 ("WARN") or under any other laws
regarding termination of employment, or (ii) to any third party for the benefit
of said Associate or for the benefit of his or her dependents shall not be
offset or reduced by any amounts paid or determined to be payable by the Company
to said Associate or to his or her dependents under this Plan.

          (b) Subsequent to a Change in Control, the Administrative Committee
may amend, modify or terminate the Plan; provided, however, that no such
amendment, modification or termination of the Plan will affect the right of a
Participant or Beneficiary with respect to his or her Account as of the day
prior to the date of the amendment, modification or termination. Such Account
will continue to be subject to and governed by the terms of the Plan as set
forth in the Plan document on the day prior to the date of the amendment,
modification or termination. Subsequent to a Change in Control, the Company may
distribute the entire value of all Accounts in lump sum payments to all
Participants and Beneficiaries.

                                       12

<PAGE>

     13.  AMENDMENT OR TERMINATION OF PLAN
          --------------------------------

          (a) Prior to a Change in Control, the Administrative Committee may
modify, suspend or terminate the Plan in any manner that does not (i) reduce any
benefits accrued under this Plan or (ii) constitute a forfeiture of any benefits
vested under this Plan.

          (b) In modifying, suspending or terminating the Plan, or in taking any
other action with respect to the implementation, operation, maintenance or
administration of the Plan, the Board of Directors may act by a resolution of
the full Board or by a resolution of the Administrative Committee.

          (c) This Plan shall terminate immediately if a court of competent
jurisdiction determines that this Plan is not exempt from the fiduciary
provisions of Part 4 of Title I of ERISA. The Plan shall terminate as of the
date it ceased to be exempt.

          (d) Upon termination of the Plan, the Administrative Committee shall
distribute all Accounts, as determined by the Administrative Committee (i) in a
lump sum to all Participants or (ii) in accordance with the method designated by
Participants at the time of their deferrals.

     14.  ADMINISTRATIVE PROCEDURES AND DISPUTE RESOLUTION
          ------------------------------------------------

          14.1 Administrative Committee
               ------------------------

               The Board of Directors may establish an Administrative Committee
composed of any persons, including officers or Associates of the Company, who
act on behalf of the Company in discharging the duties of the Company in
administering the Plan. No Administrative Committee member who is a full-time
officer or Associate of the Company shall receive compensation with respect to
his or her service on the Administrative Committee. Any member of the
Administrative Committee may resign by delivering his or her written resignation
to the Administrative Committee. The Board of Directors may remove any Committee
member by providing him or her with written notice of the removal.

          14.2 Committee Organization and Procedures
               -------------------------------------

               (a) The Board of Directors may designate a chairperson from the
members of the Administrative Committee. The Administrative Committee may
appoint a secretary, who may or may not be a member of the Administrative
Committee. The secretary shall have the primary responsibility for keeping a
record of all meetings and acts of the Administrative Committee and shall have
custody of all documents, the preservation of which shall be necessary or
convenient to the efficient functioning of the Administrative Committee.

                                       13

<PAGE>

All reports required by law may be signed by the Chairperson or another member
of the Administrative Committee, as designated by the Chairperson, on behalf of
the Company.

               (b) The Administrative Committee shall act by a majority of its
members in office and may adopt such rules and regulations as it deems desirable
for the conduct of its affairs. If the Company, the Plan, any Participant or
Inactive Participant is or becomes subject to any rules of the Securities and
Exchange Commission or any national or regional securities exchange, the Company
and the members of the Administrative Committee shall take any actions which are
necessary or desirable for the maintenance, modification or operation of the
Plan in accordance with those rules.

          14.3 Administrative Authority
               ------------------------

               The Company and the Administrative Committee have discretionary
authority to perform all functions necessary or appropriate to the operation of
the Plan, including without limitation authority to (a) construe and interpret
the provisions of the Plan document and any related instrument and determine any
question arising under the Plan document or related instrument, or in connection
with the administration or operation thereof; (b) determine in its sole
discretion all facts and relevant considerations affecting the eligibility of
any Associate to be or become a Participant; (c) decide eligibility for, and the
amount of, benefits for any Participant, Inactive Participant or Beneficiary;
(d) authorize and direct all disbursements under the Plan; and (e) employ and
engage such persons, counsel and agents and to obtain such administrative,
clerical, medical, legal, audit and actuarial services as it may deem necessary
in carrying out the provisions of the Plan. The Company shall be the
"administrator" as defined in Section 3(16)(A) of ERISA for purposes of the
reporting and disclosure requirements of ERISA and the Code. The Administrative
Committee of the Company shall be the agent for service of process on the Plan.

          14.4 Expenses
               --------

               All reasonable expenses which are necessary to operate and
administer the Plan shall be paid directly by the Company. All reasonable costs
incurred by a Committee member in the discharge of the Company's or his or her
duties under the Plan shall be paid or reimbursed by the Company. Such costs
shall include fees or expenses arising from the Administrative Committee's
retention, with the consent of the Company, of any attorneys, accountants,
actuaries, consultants or recordkeepers required by the Administrative Committee
to discharge its duties under the Plan. Nothing in the preceding two sentences
or in any other provisions of the Plan shall require the Company to pay or
reimburse any Committee member or any other person for any cost, liability,
loss, fee or expense incurred by the Administrative Committee member or other
person in any dispute with the Company; nor may any Administrative Committee
member or other person reimburse himself, herself or itself from any Plan
contributions or from the principal or income of investment or funding vehicle
for the Plan for any such cost, liability, loss, fee or expense.

          14.5 Insurance
               ---------

                                       14

<PAGE>

               The Company may, but need not, obtain liability insurance to
protect its directors, officers, Associates or representatives against loss in
the discharge of their responsibility in the operation of the Plan.

          14.6 Claims Procedure
               ----------------

               (a) A claim for benefits shall be considered filed only when
actually received by the Administrative Committee or its designee.

               (b) Any time a claim for benefits is wholly or partially denied,
the Participant, Inactive Participant or Beneficiary (hereinafter "Claimant")
shall be given written notice of such denial within 30 days after the claim is
filed, unless special circumstances require an extension of time for processing
the claim. If there is an extension, the Claimant shall be notified of the
extension and the reason for the extension within the initial 30 day period. The
extension shall expire within 60 days after the claim is filed. Such notice will
indicate the reason for denial, the pertinent provisions of the Plan on which
the denial is based, an explanation of the claims appeal procedure set forth
herein, and a description of any additional material or information necessary to
perfect the claim and an explanation of why such material or information is
necessary.

          14.7 Appeal Procedures
               -----------------

               (a) Any person who has had a claim for benefits denied by the
Administrative Committee, or is otherwise adversely affected by the action or
inaction of the Administrative Committee, shall have the right to request review
by the Administrative Committee. Such request must be in writing, and must be
received by the Administrative Committee within 60 days after such person
receives notice of the Administrative Committee's action. If written request for
review is not made within such 60-day period, the Claimant shall forfeit his or
her right to review. The Claimant or a duly authorized representative of the
Claimant may review all pertinent documents and submit issues and comments in
writing.

               (b) The Administrative Committee shall then review the claim. The
Administrative Committee may issue a written decision reaffirming, modifying or
setting aside its former action within 30 days after receipt of the written
request for review, or 60 days if special circumstances require an extension.
The Claimant shall be notified in writing of any such extension within 30 days
following the request for review. An original or copy of the decision shall be
furnished to the Claimant. The decision shall set forth the reasons and
pertinent plan provisions or relevant laws on which the decision rests. The
decision shall be final and binding upon the Claimant and the Administrative
Committee and all other persons having or claiming to have an interest in the
Plan or in any Account established under the Plan.

          14.8 Arbitration
               -----------

                                       15

<PAGE>

               (a) Any Participant's, Inactive Participant's or Beneficiary's
claim remaining unresolved after exhaustion of the procedures in Section 14.6
and 14.7 (and to the extent permitted by law any dispute concerning any breach
or claimed breach of duty regarding the Plan) shall be settled solely by binding
arbitration at the Employer's principal place of business at the time of the
arbitration, in accordance with the Employment Claims Rules of the American
Arbitration Association. Judgment on any award rendered by the arbitrator may be
entered in any court having jurisdiction thereof. Each party to any dispute
regarding the Plan shall pay the fees and costs of presenting his, her or its
case in arbitration. All other costs of arbitration, including the costs of any
transcript of the proceedings, administrative fees, and the arbitrator's fees
shall be borne equally by the parties.

               (b) Except as otherwise specifically provided in this Plan, the
provisions of this Section 14.8 shall be absolutely exclusive for any and all
purposes and fully applicable to each and every dispute regarding the Plan
including any claim which, if pursued through any state or federal court or
administrative proceeding, would arise at law, in equity or pursuant to
statutory, regulatory or common law rules, regardless of whether such claim
would arise in contract, tort or under any other legal or equitable theory or
basis. The arbitrator who hears or decides any claim under the Plan shall have
jurisdiction and authority to award only Plan benefits and prejudgment interest;
and apart from such benefits and interest, the arbitrator shall not have any
authority or jurisdiction to make any award of any kind including, without
limitation, compensatory damages, punitive damages, foreseeable or unforeseeable
economic damages, damages for pain and suffering or emotional distress, adverse
tax consequences or any other kind or form of damages. The remedy, if any,
awarded by such arbitrator shall be the sole and exclusive remedy for each and
every claim which is subject to arbitration pursuant to this Section 14.8. Any
limitations on the relief that can be awarded by the arbitrator are in no way
intended (i) to create rights or claims that can be asserted outside arbitration
or (ii) in any other way to reduce the exclusivity of arbitration as the sole
dispute resolution mechanism with respect to this Plan.

               (c) The Plan and the Company will be the necessary parties to any
action or proceeding involving the Plan. No person employed by the Company, no
Participant, Inactive Participant or Beneficiary or any other person having or
claiming to have an interest in the Plan will be entitled to any notice or
process, unless such person is a named party to the action or proceeding. In any
arbitration proceeding all relevant statutes of limitation shall apply. Any
final judgment or decision that may be entered in any such action or proceeding
will be binding and conclusive on all persons having or claiming to have any
interest in the Plan.

          14.9 Notices
               -------

               Any notice from the Company or the Administrative Committee to an
Associate, Participant, Inactive Participant or Beneficiary regarding this Plan
may be addressed to the last known residence of said person as indicated in the
records of the Company. Any notice to, or any service of process upon, the
Company or the Administrative Committee with respect to this Plan may addressed
as follows:

                                       16

<PAGE>

          Plan Administrative Committee
          --------------------------------------
          c/o Spiegel, Inc. Benefits Department
          --------------------------------------
          3500 Lacey Road
          --------------------------------------
          Downers Grove, IL  60515
          --------------------------------------

          14.10   Indemnification
                  ---------------

                  To the extent permitted by law, the Company shall, and hereby
does, indemnify and hold harmless any director, officer or Associate of the
Company who is or may be deemed to be responsible for the operation of the Plan,
from and against any and all losses, claims, damages or liabilities (including
attorneys' fees and amounts paid, with the approval of the Board, in settlement
of any claim) arising out of or resulting from a duty, act, omission or decision
with respect to the Plan, so long as such duty, act, omission or decision does
not involve gross negligence or willful misconduct on the part of such director,
officer or Associate. Any individual so indemnified shall, within 10 days after
receipt of notice of any action, suit or proceeding, notify the Administrative
Committee and offer in writing to the Administrative Committee the opportunity,
at the Company's expense, to handle and defend such action, suit or proceeding,
and the Company shall have the right, but not the obligation, to conduct the
defense in any such action, suit or proceeding. An individual's failure to give
the Administrative Committee such notice and opportunity shall relieve the
Company of any liability to said individual under this Section 14.10. The
Company may satisfy its obligations under this provision (in whole or in part)
by the purchase of insurance. Any payment by an insurance carrier to or on
behalf of such individual shall, to the extent of such payment, discharge any
obligation of the Company to the individual under this indemnification.

     15.  MISCELLANEOUS
          -------------

          15.1    Alternative Acts and Times
                  --------------------------

                  If it becomes impossible or burdensome for the Company or the
Administrative Committee to perform a specific act at a specific time required
by this Plan, the Company or Committee may perform such alternative act which
most nearly carries out the intent and purpose of this Plan and may perform such
required or alternative act at a time as close as administratively feasible to
the time specified in this Plan for such performance. Nothing in the preceding
sentence shall allow the Company or Committee to accelerate or defer any
payments to Participants or Inactive Participants under this Plan, except as
otherwise expressly permitted herein.

          15.2    Masculine and Feminine, Singular and Plural
                  -------------------------------------------

                                       17

<PAGE>

                  Whenever used herein, pronouns shall include both genders, and
the singular shall include the plural, and the plural shall include the
singular, whenever the context shall plainly so require.

          15.3    Governing Law and Severability
                  ------------------------------

                  This Plan shall be construed in accordance with the laws of
the State of Delaware(exclusive of its rules regarding conflicts of law) to the
extent that such laws are not preempted by ERISA or other federal laws. If any
provision of this Plan shall be held illegal or invalid for any reason, such
determination shall not affect the remaining provisions of this Plan which shall
be construed as if said illegal or invalid provision had never been included.

          15.4    Facility of Payment
                  -------------------

                  If the Administrative Committee, in its sole discretion,
determines that any Associate, Participant, Inactive Participant or Beneficiary
by reason of infirmity, minority or other disability, is physically, mentally or
legally incapable of giving a valid receipt for any payment due him or her or is
incapable of handling his or her own affairs and if the Administrative Committee
is not aware of any legal representative appointed on his or her behalf, then
the Administrative Committee, in its sole discretion, may direct (a) payment to
or for the benefit of the Associate, Participant, Inactive Participant or
Beneficiary; (b) payment to any person or institution maintaining custody of the
Associate, Participant, Inactive Participant or Beneficiary; or (c) payment to
any other person selected by the Administrative Committee to receive, manage and
disburse such payment for the benefit of the Associate, Participant, Inactive
Participant or Beneficiary. The receipt by any such person of any such payment
shall be a complete acquittance therefor; and any such payment, to the extent
thereof, shall discharge the liability of the Company, the Administrative
Committee, and the Plan for any amounts owed to the Associate, Participant,
Inactive Participant or Beneficiary hereunder. In the event of any controversy
or uncertainty regarding who should receive or whom the Administrative Committee
should select to receive any payment under this Plan, the Administrative
Committee may seek instruction from a court of proper jurisdiction or may place
the payment (or entire Account) into such court with final distribution to be
determined by such court.

                                       18

<PAGE>

          15.5    Correction of Errors
                  --------------------

                  Any crediting of Compensation or interest accruals to the
Account of any Associate, Participant, Inactive Participant or Beneficiary under
a mistake of fact or law shall be returned to the Company. If an Associate,
Participant, Inactive Participant or Beneficiary in an application for a benefit
or in response to any request by the Company or the Administrative Committee for
information, makes any erroneous statement, omits any material fact, or fails to
correct any information previously furnished incorrectly to the Company or the
Administrative Committee, or if the Administrative Committee makes an error in
determining the amount payable to an Associate, Participant, Inactive
Participant or Beneficiary, the Company or the Administrative Committee may
correct its error and adjust any payment on the basis of correct facts. The
amount of any overpayment or underpayment may be deducted from or added to the
next succeeding payments, as directed by the Administrative Committee. The
Administrative Committee and the Company reserve the right to maintain any
action, suit or proceeding to recover any amounts improperly or incorrectly paid
to any person under the Plan or in settlement of a claim or satisfaction of a
judgment involving the Plan.

          15.6    Missing Persons
                  ---------------

                  In the event a distribution of part or all of an Account is
required to be made from the Plan to an Associate, Participant, Inactive
Participant or Beneficiary, and such person cannot be located, the relevant
portion of the Account shall escheat in accordance with the laws of the State of
Delaware. If the affected Associate, Participant, Inactive Participant or
Beneficiary later contacts the Administrative Committee, his or her portion of
the Account shall be reinstated and distributed as soon as administratively
feasible. The Company shall reinstate the amount forfeited by reclaiming such
amount from the State of Delaware, and allocating it to the Account of the
affected Associate, Participant, Inactive Participant or Beneficiary. Prior to
forfeiting any Account, the Administrative Committee shall attempt to contact
the Associate, Participant, Inactive Participant or Beneficiary by return
receipt mail (or other carrier) at his or her last known address according to
the Company's records, and, where practical, by letter-forwarding services
offered through the Internal Revenue Service, or the Social Security
Administration, or such other means as the Administrative Committee deems
appropriate.

          15.7    Status of Participants
                  ----------------------

                  In accordance with Revenue Procedure 92-65 Section 3.01(d),
this Plan hereby provides:

                  a. Associates, Participants and Inactive Participants under
this Plan shall have the status of general unsecured creditors of the Company;

                  b. This Plan constitutes a mere promise by the Company to make
benefit payments in the future; and

                                       19

<PAGE>

                  c. It is the intention of the parties that the arrangements
under this Plan shall be unfunded for tax purposes and for purposes of Title I
of ERISA.

          15.8    Associate and Spouse Acknowledgement
                  ------------------------------------

                  By executing this Plan document or related enrollment or
election form, the undersigned Associate and, if Associate is married,
Associate's spouse hereby acknowledge that each of them has read and understood
this Plan document. Associate and his or her spouse also acknowledge that they
knowingly and voluntarily agree to be bound by the provisions of the Plan, as
amended from time to time, including those Plan provisions which require the
resolution of disputes by binding out-of-court arbitration. Associate and his or
her spouse further acknowledge that they have had the opportunity to consult
with counsel of their own choosing with respect to all of the financial, tax and
legal consequences of participating in this Plan, including in particular the
effects of participation on any community property or other interest which the
Associate's spouse may have in the Compensation deferred under this Executive
Deferred Compensation Plan.

                                       20

<PAGE>

          IN WITNESS WHEREOF, each of the undersigned has executed this document
on the date set forth adjacent to his or her signature below.

                                                  SPIEGEL, INC.
                                                  A Delaware Corporation

Dated: _________                                  By

                                                  Title________________________


                                                  ASSOCIATE

Dated: _________                                  ______________________________
                                                  Associate's Signature

                                                  ______________________________
                                                  Associate's Printed Name


                                                  ASSOCIATE'S SPOUSE

Dated: _________                                  ______________________________
                                                  Spouse's Signature

                                                  ______________________________
                                                  Spouse's Printed Name

                                       21

<PAGE>

     Spiegel, Inc.

     Executive Deferred Compensation Plan

     Schedule 1, Interest Crediting Declaration
     ---------------------------------------------------------------------------

     The Company agrees that it will credit deferred Compensation and Company
     Contributions to the Accounts of all Participants and Inactive Participants
     in the Spiegel, Inc. Executive Deferred Compensation Plan with an
     annualized rate of return equal to 5.47% for the 2002 Plan Year.

     This rate of return is subject to change each subsequent Plan Year at the
     discretion of the Company and shall be credited under the provisions of the
     Plan.

          Participant
          Signature_____________________________

          Printed Name__________________________

          Title_________________________________

          Date____________________

<PAGE>

--------------------------------------------------------------------------------
SPIEGEL, INC.

EXECUTIVE DEFERRED COMPENSATION PLAN

         EXHIBIT A (Part 1, page 1 of 2) - ELECTION OF DEFERRAL
--------------------------------------------------------------------------------

1. I acknowledge that the terms and conditions of the Spiegel, Inc. EXECUTIVE
DEFERRED COMPENSATION PLAN have been explained to me, including the tax
consequences of my decision to participate in the Plan.

2. I agree to defer a portion of my current compensation, and to have that
income paid to me at a later date pursuant to the terms and conditions of the
Plan, which is incorporated by reference, in its entirety, in this Election of
Deferral Form.

3. I understand that this Election Form is not an employment agreement, does not
guarantee that I will receive any predetermined amount of compensation, and does
not guarantee that I will receive any incentive compensation.

4. I understand that any compensation I defer will be held as an asset of
Spiegel, Inc., and will remain subject to the claims of the general creditors of
Spiegel, Inc.

ELECTION TO DEFER COMPENSATION

I hereby elect to defer the following amount from each of my paychecks:

     _____% and/or $_______ of my salary paid in calendar year 2002.

     _____% and/or $_______ of my annual incentive paid in calendar year 2003.

     _____% and/or $_______ of my long-term incentive paid in calendar year
2003.

The foregoing Election is voluntarily made by me after reviewing the terms of
the Plan and with knowledge that this Election is irrevocable until changed in
accordance with the terms of the Plan.

<PAGE>

--------------------------------------------------------------------------------
SPIEGEL, INC.

         EXHIBIT A (Part 1, page 2 of 2) - ELECTION OF DEFERRAL
--------------------------------------------------------------------------------
RETIREMENT BENEFIT DISTRIBUTION REQUEST

The following supersedes any previous distribution request and applies to all
amounts deferred and Company Discretionary Contributions during the current and
future calendar years, adjusted for earnings, losses, and administrative
expenses credited to or charged against the Associate's Account. This election
cannot be changed retroactively as to prior deferrals, without the consent of
the Corporation which may be withheld at its sole discretion.

In the event of either:

     1.   Retirement, or

     2.   Disability.

I wish to receive my current and future deferrals in the following form:

         If neither of the following two requests apply, the Retirement Benefit
   will be payable, as described at paragraph 7.4 or 7.5, in 120 monthly
   installments beginning upon the later of the Retirement Date or actual
   Termination of Employment.

____     (i)      lump sum; or

____     (ii)     in 120 substantially equal monthly installments.

This Election of Deferral is executed and agreed:

__________________________________  _________________________(Election Date)
Signature                           Date

__________________________________  _________________________
Print Name                          Social Security Number

Agreed:
Spiegel, Inc.

__________________________________  _________________________
Signature                           Date

<PAGE>

EXHIBIT A (Part 2)  - ELECTION OF COMPANY DISCRETIONARY CONTRIBUTION

TO:           _________________________
              (NAME OF ASSOCIATE)

FROM:         SPIEGEL, INC.


     The Company hereby elects to contribute the amount of _______________, and
does credit such amount under the terms of the Spiegel, Inc., Executive Deferred
Compensation Plan (the "Plan"), as of the _______ day of ______________, 20__,
on behalf of the Account of the above named Associate.

         This contribution is subject to the terms of the Plan.

Spiegel, Inc.

BY:___________________

<PAGE>

EXHIBIT A (Part 3)  - IN-SERVICE WITHDRAWAL

IN-SERVICE WITHDRAWAL

I hereby elect to receive an In-Service Withdrawal on the In- Service Withdrawal
Date specified below in the amount of the lesser of the Accrued Benefit, or the
following amount:

AMOUNT:    ____________________  (Insert Amount)



IN-SERVICE WITHDRAWAL DATE:__________________ (At least 12 months after
Effective Date)



IN-SERVICE WITHDRAWAL. The lesser of either: (a) the In-Service Withdrawal
amount designated by the Associate or (b) the Accrued Benefit, shall be
distributed in a lump sum on the In-Service Withdrawal Date. The In-Service
Withdrawal Date shall be the later of either: (a) the In-Service Withdrawal Date
set forth, or (b) a date 12 months after the Election Date defined by this
Agreement. No In-Service Withdrawal shall be effective unless it is elected on
this form submitted as required by this Agreement.

<PAGE>

Spiegel, Inc.
EXECUTIVE DEFERRED COMPENSATION PLAN
EXHIBIT B- BENEFICIARY DESIGNATION
----------------------------------

I.   _________________________ (Insert Associate's name as it appears in the
     Agreement.)

================================================================================

II.  The above-named Associate's Revocable Beneficiary under the EXECUTIVE
     DEFERRED COMPENSATION PLAN is set forth below:

Primary Beneficiary(ies):      ____________________      ____________________

Relationship:                  ____________________      ____________________

Address:                       ____________________      ____________________

                               ____________________      ___________________

Social Security Number:        ____________________      ____________________


Contingent Beneficiary(ies):   ____________________      ____________________

Relationship:                  ____________________      ____________________

Address:                       ____________________      ____________________

                               ____________________      ____________________

Social Security Number:        ____________________      ____________________


================================================================================

III. If no individual beneficiary named is living at the Associate's death, the
Beneficiary shall be the executor(s) or administrator(s) of the Associate.

IV.  This Designation of Beneficiary revokes all prior designations and shall be
effective as of the date it is filed with the Company. The Associate retains the
right to revoke this Designation of Beneficiary.

Dated at _______________, State of _______________, on _______________, 20__.


_________________________________           _________________________________
Signature of Associate                      Witness

<PAGE>

CONSENT OF SPOUSE

(Required in Community Property States)

         I hereby consent to the designation of the above beneficiary (ies) to
receive the benefits payable under the SPIEGEL, INC., EXECUTIVE DEFERRED
COMPENSATION PLAN as the result of the death of the above Associate and waive
any and all rights necessary to provide the payment of such benefits to such
beneficiary (ies).

Dated at ____________,

State of__________, on _______________, 20____.



_______________________________
(Signature of Spouse)


Witness:

_______________________________


FILING ACKNOWLEDGEMENT

Filed with the records of the Company this ___ day of _______________, 20____.

By___________________________

_____________________________
Title

<PAGE>

EXHIBIT C

Spiegel, Inc.
EXECUTIVE DEFERRED COMPENSATION PLAN
SUPPLEMENTAL CONTRIBUTION
-------------------------

Vesting Schedule

         The Vesting Percentage set forth below represents the portion of the
     Company Discretionary Contribution which is payable under the terms of this
     Agreement, based on Years of Service from effective date of full-time hire
     with the Company.

    ----------------------------------------------------------------------------
    Years of Service                            Cumulative Vesting Percentage

    ----------------------------------------------------------------------------

    Less than 1                                 0%
    1 but less than 2                           10%
    2 but less than 3                           20%
    3 but less than 4                           30%
    4 but less than 5                           40%
    5 but less than 6                           60%
    6 but less than 7                           80%
    7 or more                                   100%


Any unvested portion of the Company Contributions will be forfeited effective as
of the date of the Associate's termination of employment. In addition, if an
Associate's employment is terminated due to the Associate's gross misconduct,
the Associate shall forfeit all Company Contributions and corresponding interest
accruals as of the date of the Associate's termination of employment.

</TEXT>
</DOCUMENT>
