Audit Committee Purpose

The Audit Committee (the "Committee") is appointed by the Board of
Directors (the "Board") of Guess, Inc. (the "Company") to oversee the accounting
and financial reporting processes of the Company and audits of the financial
statements of the Company and to prepare the annual report of Audit Committee
required by applicable Securities and Exchange Commission disclosure
rules, which report will be included in the Company's annual proxy statement.
Among the matters the Committee will oversee are (a) the integrity of the Company's
financial statements, (b) the Company's compliance with legal and regulatory
requirements, (c) the independent auditor's qualifications and independence, and (d)
the performance of the Company¡'s internal audit function and independent auditor.

The Committee has the authority to conduct any investigation appropriate to
fulfilling its responsibilities, and it has direct access to the independent auditors as
well as anyone in the Company. The Committee has the power, in its sole discretion,
to obtain advice and assistance from, and to retain at the Company's expense, such
independent or outside legal counsel, accounting or other advisors and experts as it
determines necessary or appropriate to carry out its duties, and in connection
therewith to receive appropriate funding, determined by it, from the Company. The
Committee also has the power to determine the level and cost of ordinary
administrative expenses necessary or appropriate in carrying out its duties, with such
costs to be borne by the Company.

The independent auditors are ultimately accountable to the Committee. The
Committee shall have the ultimate authority and responsibility to select, evaluate and,
where appropriate, replace the independent auditors (or to nominate the independent
auditors to be proposed for stockholder approval in any proxy statement).

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