Deferred Compensation Plan – Best Buy Co. Inc.

BEST BUY

FIFTH AMENDED AND RESTATED

DEFERRED COMPENSATION PLAN

Effective January 1, 2009

Purpose

The purpose of this Plan is to provide specified benefits to a select group
of management and highly compensated Employees and Directors who contribute
materially to the continued growth, development and future business success of
Best Buy Co., Inc., a Minnesota corporation, and its subsidiaries. This Plan
shall be unfunded for federal income tax purposes and for purposes of Title I of
ERISA and, as to covered Employees, is described in Section 201 of Title I of
ERISA.

The Plan was initially adopted effective as of April 1, 1998. The Plan was
amended and restated effective each of October 1, 1998, July 1, 1999 and January
1, 2001, was amended effective January 1, 2003, and was last amended and
restated effective April 1, 2004. The Plan is being amended and restated
effective January 1, 2009 to reflect the provisions of Section 409A of the Code
and Treasury Regulations thereunder.

ARTICLE 1

Definitions

For purposes of this Plan, unless otherwise clearly apparent from the
context, the following phrases or terms shall have the following indicated
meanings:

1.1 “Account Balance” shall mean, with respect to a Participant, a credit on
the records of the Plan equal to the sum of (i) the Deferral Account balance and
(ii) the Company Contribution Account balance. The Account Balance, and any
sub-account balance, shall be a bookkeeping entry only and shall be utilized
solely as a device for the measurement and determination of the amounts to be
paid to a Participant or Beneficiary pursuant to this Plan. As and to the extent
necessary to reflect the time and form of payment elections, or other provisions
applicable to such amounts, Account Balances shall be separately tracked and
maintained by Plan Year.

1.2 “Administrator” shall have the meaning described in Article 10.

1.3 “Annual Deferral Amount” shall mean that percentage or amount of a
Participant153s Base Salary and Bonus or Directors Fees that a Participant timely
elects to defer for a Plan Year in accordance with Article 2. In the event of a
Participant153s Retirement, Disability (if deferrals cease in accordance with
Article 2), Unforeseeable Financial Emergency (if deferrals cease in accordance
with Articles 2 and 3), death or a Termination of Employment prior to the end of
a Plan Year, such year153s Annual Deferral Amount shall be the actual amount
withheld for such period.

1.4 “Base Salary” shall mean the annual cash compensation payable for
services performed as an Employee by a Participant during a Plan Year, excluding
bonuses, commissions, overtime, fringe benefits, stock options, relocation
expenses, incentive payments, non-monetary awards, directors fees and other
fees, automobile and other allowances, by a Participant, determined before
reduction for compensation voluntarily deferred or contributed by the
Participant pursuant to all qualified or non-qualified plans of an Employer;
provided, however, the Committee may allow on a Plan Year prospective basis
commissions (or similar items of recurring compensation) to be treated as Base
Salary with respect to individuals for whom such items represent the principal
component of basic compensation.

1.5 “Beneficiary” shall mean one or more individuals, trusts, estates or
other persons, designated in accordance with Article 7, that are entitled to
receive benefits under this Plan due to the death of a Participant.

1.6 “Beneficiary Designation” shall mean the form or other election
procedures established from time to time by the Committee for a Participant to
designate a Beneficiary.

1.7 “Board” shall mean the board of directors of the Company.

1.8 “Bonus” shall mean any cash compensation, not otherwise considered Base
Salary, payable for services performed as an Employee by a Participant, for a
performance period which is coincident with or begins in a Plan Year, under an
Employer153s short-term bonus and cash incentive plans calculated before reduction
for compensation voluntarily deferred or contributed by the Participant pursuant
to all qualified or non-qualified plans of any Employer.

1.9 “Change in Control” or “CIC” is any one of the following:

(i) When a person, or more than one person acting as a group, acquires
(whether by merger, consolidation, purchase or otherwise) more than fifty
percent (50%) of the total fair market value or total voting power of the
Company153s stock;

(ii) When a person, or more than one person acting as a group, acquires
within a twelve (12) month consecutive period, ending with the date of the most
recent stock acquisition, stock of the Company possessing at least thirty
percent (30%) of the total voting power of the Company153s stock;

(iii) When a majority of the members of the Board is replaced within a twelve
(12) month period by directors whose appointment or election is not endorsed by
a majority of the members of such Board as constituted before such appointment
or election; or

(iv) When a person, or more than one person acting as a group, acquires
within a twelve (12) month consecutive period assets from the Company or an
entity controlled by the Company that have a total gross fair market value equal
to seventy-five percent (75%) of the total fair market value of the assets of
the Company and all such entities.

Once a person or group acquires stock meeting the thresholds set forth in
paragraphs (i) and (ii) immediately preceding, additional acquisitions of such
stock by that person or group shall be ignored in determining whether another
CIC has occurred. Asset transfers between or among controlled entities as
determined before such transfers shall not be considered in applying paragraph
(iv) immediately preceding.

1.10 “Claimant” shall have the meaning described in Article 8.

1.11 “Code” shall mean the Internal Revenue Code of 1986, as it may be
amended from time to time.

1.12 “Committee” shall mean the committee described in Article 12.

1.13 “Company” shall mean Best Buy Co., Inc., a Minnesota corporation, and
any successor to all or substantially all of the Company153s assets or businesses.

1.14 “Company Contribution Account” shall mean (i) the Participant153s Company
Contribution Amount, plus or minus (ii) amounts credited or debited to such
account pursuant to Article 2, less (iii) all distributions made to the
Participant or his or her Beneficiary pursuant to this Plan that relate to such
account.

1.15 “Company Contribution Amount” shall mean the amount, if any, determined
in accordance with Section 2.4 for a Plan Year.

1.16 “Deferral Account” shall mean (i) a Participant153s Annual Deferral
Amount, plus or minus (ii) amounts credited or debited to such account pursuant
to Article 2, less (iii) all distributions made to the Participant or his or her
Beneficiary pursuant to this Plan that relate to such account.

1.17 “Director” shall mean a non-employee member of the Board.

1.18 “Directors Fees” shall mean the annual cash retainer and committee fees
payable by the Company as compensation for serving on the Board, and such other
amounts available for deferral hereunder, if any, as are determined by the
Committee prior to the beginning of the applicable deferral period, calculated
before reduction for fees deferred hereunder or any other plan or program.

1.19 “Disabled” or “Disability” shall mean a physical or mental condition,
resulting from physical or mental sickness or injury, which prevents the
individual while an Employee or Director from engaging in any substantial
gainful activity, and which condition can be expected to last for a continuous
period of not less than six (6) months.

1.20 “Election Form and Plan Agreement” shall mean the annual enrollment
forms and procedures established from time to time by the Committee that a
Participant completes to indicate participation in the Plan for a Plan Year and
to make elections under the Plan.

1.21 “Employee” shall mean any individual who is a common law or statutory
employee and for whom the Employer pays Social Security taxes. This term shall
not include individuals who

are not treated as Employees for purposes of the Plan, even though they may
be so treated or considered under applicable law (e.g., individuals whom an
Employer treats as employees of a third party or as self-employed).

1.22 “Employer” is the Company and each other corporation or unincorporated
business which is a member of a controlled group of corporations or a group of
trades or businesses under common control (within the meaning of Code Section
414(b) or (c)) which includes the Company, but with respect to other business
entities during only the periods of such common control with the Company.

1.23 “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
as it may be amended from time to time.

1.24 “Grandfathered Account Balance” shall have the meaning described in
Article 13.

1.25 “In-Service Distribution” shall mean the payout described in Section
3.1.

1.26 “Key Employee” is an Employee who (i) at any time during that Key
Employee Measuring Period owns at least five percent (5%) of the stock (or
capital or profits interest) of an Employer, (ii) owns one percent (1%) of the
stock (or capital or profits interest) of an Employer and whose compensation
exceeds the dollar limit for such period described in Code Section 416(1)(iii),
or (iii) is an officer of an Employer and whose compensation exceeds the dollar
limit for such period described in Code Section 416(1)(i), as adjusted. No more
than the lesser of fifty (50) employees and ten percent (10%) of all employees
shall be treated as officers for that period by reason of clause (iii)
immediately preceding. In the event the number of officers exceeds such number,
the employees included in such number will be those with the highest
compensation for that period.

For purposes of this definition, compensation shall mean compensation as
determined in accordance with Treasury Regulation Section 1.415(c)-1(d)(2) and
shall take into account the items which made up Code Section 415 compensation
under the Company153s tax-qualified 401(k) plan; provided, however, compensation
for purposes of this definition (i) shall not include any items described in
Treasury Regulation Section 1.415(c)-2(g)(5)(ii) (e.g., salary or wages earned
abroad by an individual who is not a Participant and who is not a citizen or
resident of the United States) and (ii) no change to the definition of items
included or not included in Code Section 415 compensation under such 401(k) plan
shall take effect until the next Key Employee Measuring Period used to determine
a Key Employee.

1.27 “Key Employee Measuring Period” is the calendar year.

1.28 “Participant” shall mean an eligible Employee or Director who has
validly elected to participate hereunder and elected to defer amounts under the
Plan or who has been or is entitled to be allocated a Company Contribution
Amount, or both. An individual who has become a Participant shall continue as a
Participant until the earlier of his or her death and the date his or her entire
Account Balances have been paid.

1.29 “Plan” shall mean the Company153s Deferred Compensation Plan described in
this document and as it may be amended from time to time. References to the Plan
by year, period or other date shall be to the Plan document as then in effect.

1.30 “Plan Year” shall mean the calendar year.

1.31 “Pre-Retirement Survivor Benefit” shall mean the benefit described in
Article 6.

1.32 “Quarterly Installment Method” shall be a quarterly installment payment
over the number of quarters selected by the Participant in accordance with this
Plan, calculated as follows: The Account Balance of the Participant shall be
calculated as of the close of business on the last business day of the quarter
preceding the quarter for which the installment is being determined; provided,
however, for each of the four (4) consecutive quarterly installment periods
which begin with a January, such balance shall be calculated as of the close of
business as of a month-end in the immediately preceding quarterly period. Each
quarterly installment for such year shall be calculated by multiplying this
balance by a fraction, the numerator of which is one, and the denominator of
which is the remaining number of quarterly payments due the Participant as of
the beginning of such year. Each quarterly installment shall be paid within
sixty (60) days of the beginning of the applicable quarter. Unless the Committee
determines otherwise, quarterly installment payments shall be drawn on a
pro-rata basis from each of the applicable Investment Funds used to determine
amounts to be credited or debited to the Participant153s Account Balance pursuant
to Article 2. In no event, however, shall the amount payable in all such
installments exceed or be less than the Account Balance to which such
installments relate and any adjustment in amount necessary to achieve such
results shall be taken in order of the last installment to the earliest
installment.

1.33 “Retirement,” “Retire” or “Retired” shall mean a Termination of
Employment for any reason, other than death, on or after the attainment of age
sixty (60) in the case of an Employee, and on or after the attainment of age
seventy (70) in the case of a Director.

1.34 “Retirement Benefit” shall mean the benefit described in Article 4.

1.35 “Specified Employee” is a Participant who is a Key Employee for a Key
Employee Measuring Period, with such status as to that period becoming effective
as of April 1st next following such period and lasting until the following April
1st.

1.36 “Termination Benefit” shall mean the benefit described in Article 5.

1.37 “Termination of Employment” shall mean the separation from service as an
Employee with all business entities that comprise the Employer, or the cessation
of services as a Director, for reasons other than death. An individual on a bona
fide leave of absence shall be considered to have incurred a Termination of
Employment no later than the six (6) month anniversary of the absence
(twenty-nine (29) months in the event of an absence due to a Disability);
provided, however, such Termination shall not be considered to have been
incurred while and for the period the individual has the right by law or
agreement to return to employment with an Employer or serve as a Director upon
the expiration of the leave. In the

event an individual continues to render substantial services for an Employer
as an independent contractor, other than as a Director, immediately after
ceasing to be an Employee, no such Termination shall occur until such
independent contractor services cease. The Committee may prescribe such rules as
may be appropriate to cover situations as to whether and when a reduction in
hours worked, an anticipated temporary assignment or the like shall be treated
as a Termination of Employment; provided, however, unless otherwise permissible
under Code Section 409A and Treasury Regulations thereunder, any such rules
shall be effective with respect to deferrals hereunder and other contributions
for the Plan Year which begins after the year such rules are adopted.

1.38 “Trust” shall mean one or more trusts established pursuant to that
certain Master Trust Agreement, dated as of April 1, 1998, between the Company
and the trustee named therein, as amended from time to time.

1.39 “Unforeseeable Financial Emergency” shall mean an unanticipated
emergency that is caused by an event beyond the control of the Participant that
would result in severe financial hardship to the Participant, and which cannot
be relieved through other reasonable means available to the Participant,
resulting from (i) a sudden and unexpected illness or accident of the
Participant or his or her spouse or a dependent of the Participant, (ii) a loss
of the Participant153s property due to casualty, or (iii) such other extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant, all as determined in the discretion of the Committee.

ARTICLE 2

Selection, Enrollment, Commencement of
Participation

2.1 Selection by Committee. As
determined by the Committee in its discretion, participation in the Plan shall
be limited to Directors and a select group of management and highly compensated
Employees.

2.2 Enrollment Requirements.

(a) General. As a condition to participation, each eligible Employee
or Director shall complete an Election Form and Plan Agreement and comply with
such other procedures as the Committee may establish from time to time as
necessary for enrollment.

(b) Base Salary. An Employee may elect to defer hereunder his or her
Base Salary. A Director may elect to defer his or her Director Fees. Except as
otherwise provided here, to be effective for a Plan Year any such election shall
be made as of the time the Committee may prescribe but in no event later than
December 31 of the year immediately preceding the Plan Year during which the
Base Salary or Director Fees would be otherwise earned and paid.

(c) Bonus Compensation. An Employee may elect to defer hereunder his
or her Bonus. Except as provided herein, to be effective for a Plan Year such
election shall be made

as of the time the Committee may prescribe but in no event later than
December 31 of the year immediately prior to the Plan Year the Bonus is earned
or the performance period relative to the Bonus begins.

(d) Participation During Plan Year.

(i) Initial Participation. An Employee or Director who first becomes
eligible to participate in the Plan during a Plan Year may elect, within thirty
(30) days of becoming so eligible, to defer hereunder (x) his or her Base Salary
or Director Fees for that Plan Year earned and paid after such election and (y)
to the extent allowed by the Committee with respect to the type or amount of
bonus concerned, to defer hereunder his or her eligible bonus for the incentive
period coincident with or starting in that Plan Year and earned and paid after
such election. In the event an individual153s active participation in the Plan is
cancelled pursuant to Section 2.3(c), or such individual otherwise ceases to be
such a participant, and subsequently the individual is eligible to resume active
participation in the Plan, then the provision of this Section 2.1(d) shall apply
only if (x) such resumption occurs in a Plan Year after the Plan Year of
cancellation and (y) the individual is treated as a newly eligible Employee or
Director under paragraph (d)(ii) immediately following.

(ii) Former Participant. An individual who has been eligible to
participate in the Plan, who loses such eligibility by reason of a Termination
of Employment or otherwise, and who again becomes eligible to participate in the
Plan in a later Plan Year, shall not be eligible to participate in the Plan for
purposes of authorizing an Annual Deferral Amount for the Plan Year in which he
or she again becomes so eligible unless he or she (x) has not been eligible to
make an Annual Deferral Amount election for two (2) or more consecutive years or
(y) has previously incurred a Termination of Employment and been paid all
benefits under the Plan after such Termination and before again becoming
eligible for the Plan.

(e) Later Deferral Elections. If and to the extent allowed by the
Committee, a deferral election with respect to Bonus Compensation which is:

(i) performance-based compensation, may be made no later than six (6) months
before the end of the performance period, or

(ii) earned over a period of one (1) year or more and which is subject to a
substantial risk of forfeiture, no later than one (1) year before the date such
risk of forfeiture would lapse for reasons other than by reason of the
Employee153s death, Disability, or a CIC.

2.3 Amount of Participant153s Annual Deferral Amount.

(a) Deferral Elections. At the time a Participant elects an Annual
Deferral Amount for a Plan Year, he or she shall designate the rate or amount to
be withheld from Base

Salary, Bonus Compensation, and Director Fees as applicable. Except as
described in Section 2.2 or in subsection (c) immediately following, once
elected, the Annual Deferral Amount shall be irrevocable with respect to the
covered compensation earned during the Plan Year or other period to which such
election applies. No amount will be deferred under the Plan from such
compensation in the absence of a timely deferral election for a Plan Year.

(b) Maximum Deferrals. The maximum percentage or amount of covered
compensation which may be deferred hereunder by a Participant for a Plan Year
shall be established from time to time by the Committee and may be expressed as
a maximum amount or percentage. Different maximums may be applied to Base Salary
and Bonus Compensation, or items of Bonus Compensation, and Director Fees. Such
maximums shall be established before the Plan Year to which they relate and
shall apply throughout that year.

(c) Intra-Year Cancellation of Deferrals. In the event a Participant
becomes Disabled or, as directed by the Committee, applies for and is granted
cancellation of deferrals pursuant to Article 3.3, additional deferrals on
behalf of such Participant for the balance of the Plan Year shall be cancelled.
The cancellation shall be effective as relevant no later than two and one-half
(2-1/2) months after the Participant becomes Disabled or the second payroll
period ending after the Committee approves the distribution and directs the
cancellation.

2.4 Company Contribution Amount.

(a) General. For each Plan Year, the Company may, but is not required
to, credit any amount it desires to any Participant153s Company Contribution
Account under this Plan, which amount shall be for that Participant the Company
Contribution Amount for that Plan Year. In no event, however, shall any such
contribution be in lieu of or otherwise in replacement for an amount otherwise
due to or on behalf of a Participant apart from the Plan. The amount so credited
to a Participant may be smaller or larger than the amount credited to any other
Participant, and the amount credited to any Participant for a Plan Year may be
zero, even though one or more other Participants receive a Company Contribution
Amount for that Plan Year. The Company Contribution Amount, if any, shall be
credited as of the date selected by the Company.

(b) Time and Form of Payment. The Account Balance attributable to a
Company Contribution Account for a Plan Year shall be paid upon the same events
and in the same way and proportions as elected by the Participant with respect
to the Deferral Account for such year. In the event no such election is made,
such balance shall be paid in a lump sum within sixty (60) days after the end of
the Plan Year in which the Participant dies or incurs a Termination of
Employment.

2.5 Crediting and Debiting of Account
Balances. In accordance with, and subject to, the
rules and procedures that are established from time to time by the Committee,
amounts shall be

credited or debited to a Participant153s Account Balance in accordance with the
following rules:

(a) Election of Investment or Measurement Funds. A
Participant, in connection with his or her commencement of participation in the
Plan, shall elect one or more investment funds as a measurement to be used to
determine the additional amounts to be credited or debited to his or her Account
Balance. Commencing with the first day that follows such commencement and
continuing thereafter for each subsequent day in which the Participant
participates in the Plan, the Participant may elect to add or delete one or more
available investment funds or measures to be used to determine the additional
amounts to be credited or debited to his or her Account Balance, or to change
the portion of his or her Account Balance allocated to any such fund. The
Participant may change the percentage of a current year Deferral and Company
Contribution Accounts to be invested in each investment fund or elect to have
all or part of the Participant153s Account Balance from prior years transferred
among the investment funds at any time, or both. Any such election shall be
effective as soon as administratively practicable after the election is made.
Any such election shall continue in effect thereafter unless and until a new
election is made.

(b) Proportionate Allocation. In making an election
the Participant shall specify, in increments of one percentage point (1%), the
percentage of his or her Account Balance to be allocated to an investment fund
or measure.

(c) Measurement Funds. The Participant may elect one
or more available investment or measurement funds made available for this
purpose, for the purpose of crediting or debiting additional amounts to his or
her Account Balance. As necessary, the Committee may, in its discretion,
discontinue, substitute or add any such fund. Each such action will take effect
as of a date determined by the Committee so long as such date is under the
circumstances reasonably after the date the Committee gives Participants advance
written notice of such change.

(d) Crediting or Debiting Method. The performance of
each elected investment or measurement fund (either positive or negative) will
be determined by the Committee, in its reasonable discretion, based on the
performance of such funds themselves. A Participant153s Account Balance shall be
credited or debited on a business daily basis based on the performance of such
fund selected by the Participant, as determined by the Committee in its
discretion, as though a Participant153s Account Balance were invested in such
funds selected by the Participant, in the percentages applicable to such day, at
the closing price on such date.

(e) No Actual Investment. Notwithstanding any other
provision of this Plan that may be interpreted to the contrary, the funds are to
be used for measurement purposes only, and a Participant153s election of any fund,
the allocation to his or her Account Balance thereto, the calculation of
additional amounts and the crediting or debiting of such amounts to a
Participant153s Account Balance shall not be considered or construed in any manner
as an actual investment of his or her Account Balance in such fund. Without
limiting the foregoing, a Participant153s Account Balance and any sub-account

balance thereof shall at all times be a bookkeeping entry only and shall not
represent any investment made on his or her behalf by the Company, other
Employer or the Trust; the Participant shall at all times remain an unsecured
creditor of the Company or other Employer.

(f) Participant153s Investment Elections.

(1) General. The availability of investment funds for purposes of
crediting or debiting additional amounts to Account Balances is not a
recommendation to designate a deemed investment in any such investment fund. The
selection of deemed investments is solely the responsibility of each
Participant. No officer, employee or other agent of the Company or other
Employer or the Trustee is authorized to advise or make any recommendation
concerning the selection of such funds and no such person is responsible for
determining the suitability or advisability of any such selection.

(2) Participant Responsibility. Participants shall be solely
responsible for selecting, monitoring, and changing the investment funds in or
by which their Account Balances are invested. Neither the Company, other
Employer, Committee member, nor the Administrator shall be responsible for such
investment decisions. To the extent a Participant does not affirmatively elect
one or more investment funds with respect to his or her Account Balance, he or
she shall be deemed to have elected one or more funds designated for this
purpose by the Committee.

2.6 Vesting. A Participant shall be
fully vested in his or her Account Balance.

2.7 Payment of Withholdings to Trustees or
Custodian. Except as otherwise provided hereunder or unless
otherwise directed by the Committee, an Employer shall remit amounts withheld
from Participants and any Company Contribution Amount to the Trustee or other
authorized custodian as soon as administratively feasible after such amounts are
withheld or otherwise determined and payable.

ARTICLE 3

In-Service Distribution; Unforeseeable Financial
Emergencies

3.1 In-Service Distribution. In
connection with and at the time of each Annual Deferral Amount election, a
Participant may irrevocably elect to receive a future In-Service Distribution
from the Plan with respect to all or a portion of such Deferral Account. The
In-Service Distribution shall be a lump sum payment in an amount that is equal
to the portion of the Deferral Account for which the Participant has elected to
receive such distribution, adjusted as provided for in Section 2.5 to the time
of such distribution. The In-Service Distribution shall be paid within the first
sixty (60) days of the Plan Year that begins two Plan Years after the end of the
Plan Year to which the Annual Deferral Amount relates or such later Plan Year as
is timely elected by the Participant. By way of example, if the

minimum two year In-Service Distribution is elected for Annual Deferral
Amounts that are deferred in the Plan Year commencing January 1, 2009, a minimum
two year In-Service Distribution would be payable during the sixty (60) day
period commencing January 1, 2012.

3.2 Other Benefits Take Precedence Over In-Service
Distribution. Should an event occur before the
In-Service Distribution date that triggers a benefit under Article 4, 5, or 6,
the Deferral Account that is subject to an In-Service Distribution election
shall not be paid in accordance with Section 3.1 but shall be paid in accordance
with the other applicable Article.

3.3 Withdrawal Payout/Suspensions for Unforeseeable Financial
Emergencies. If the Participant experiences an
Unforeseeable Financial Emergency, the Participant may petition the Committee to
(i) cancel any deferrals required to be made by a Participant or (ii) receive a
partial or full payout from the Plan, or both. The payout shall not exceed the
lesser of the Participant153s Account Balance or the amount reasonably needed to
satisfy the Unforeseeable Financial Emergency. If, subject to the discretion of
the Committee, the petition for a cancellation or payout, or both, is approved,
cancellation of deferrals shall take effect as described in Section 2.3(c) and
any payout shall be made within sixty (60) days of the date of approval.

ARTICLE 4

Retirement Benefit

4.1 Retirement Benefit. A
Participant who Retires shall receive his or her Account Balance as a Retirement
Benefit.

4.2 Payment of Retirement Benefit.
In connection with and at the time of each Annual Deferral Amount election, a
Participant shall irrevocably elect to receive the Retirement Benefit in a lump
sum or in a Quarterly Installment Method of twenty (20), forty (40) or sixty
(60) quarters and when such benefit shall be paid or shall commence to be paid.
If the Participant153s Account Balance at the time of Retirement is less than
$10,000, the Retirement Benefit shall be paid in a lump sum notwithstanding the
election made; provided, however, the $10,000 threshold shall be based on the
then existing Account Balances for all years or other periods of participation,
including periods before 2005. If a Participant does not affirmatively elect
otherwise, the Retirement Benefit shall be paid in a lump sum. The lump sum
shall be paid, or installment payments shall commence, within the first sixty
(60) days after the last day of the Plan Year in which the Participant Retires
or, if otherwise allowed and affirmatively elected by the Participant, within
the first sixty (60) days of a later Plan Year designated by the Participant.

4.3 Death Prior to Completion of Retirement
Benefit. If a Participant dies after Retirement
but before the Retirement Benefit is paid in full, the Participant153s unpaid
Retirement Benefit payments shall continue and shall be paid to the
Participant153s Beneficiary at the same time and in the same form as that benefit
would have been paid to the Participant had the Participant survived, except as
described in Section 4.4.

4.4 Specified Employees. In the
event the Participant is a Specified Employee at Retirement, however, no lump
sum shall be paid and no Quarterly Installment Method shall commence earlier
than the six (6) month anniversary of the Retirement date. In the case of a lump
sum so delayed, the Account Balance shall be paid in a lump sum within sixty
(60) days after such anniversary. In the case of a Quarterly Installment Method
where an installment would be due within such six (6) months if the Participant
were not a Specified Employee, such installment shall be paid within sixty (60)
days of such anniversary and the remaining installments shall be paid as and
when otherwise due. In the event the Specified Employee dies during such six (6)
months, Section 4.3 shall be applied as if the date of death was the six (6)
month anniversary.

ARTICLE 5

Termination Benefit

5.1 Termination Benefit. A
Participant who experiences a Termination of Employment which is not a
Retirement shall receive his or her Account Balance as a Termination Benefit.

5.2 Payment of Termination Benefit.
In connection with and at the time of each Annual Deferral Amount election, a
Participant shall irrevocably elect to receive the Termination Benefit in a lump
sum or in a Quarterly Installment Method of twenty (20) quarters and when such
benefit shall be paid or shall commence to be paid. If the Participant153s Account
Balance at the time of Termination is less than $25,000, the Termination Benefit
shall be paid in a lump sum notwithstanding the election made; provided,
however, the $25,000 threshold shall be based on the then existing Account
Balances for all years or other periods of participation, including periods
before 2005. If a Participant does not affirmatively elect otherwise, the
Termination Benefit shall be paid in a lump sum. The lump sum shall be paid, or
installment payments shall commence, within the first sixty (60) days after the
last day of the Plan Year in which the Participant Terminates or, if otherwise
allowed and affirmatively elected by the Participant, within the first sixty
(60) days after the end of the month in which the Participant incurred a
Termination of Employment.

5.3 Death Prior to Completion of Termination
Benefit. If a Participant dies after Termination
but before the Termination Benefit is paid in full, the Participant153s unpaid
Termination Benefit payments shall continue and shall be paid to the
Participant153s Beneficiary at the same time and in the same form as that benefit
would have been paid to the Participant had the Participant survived, except as
described in Section 5.4.

5.4 Specified Employees. In the
event the Participant is a Specified Employee at such Termination, however, no
lump sum shall be paid and no Quarterly Installment Method shall commence
earlier than the six (6) month anniversary of such Termination date. In the case
of a lump sum so delayed, the Account Balance shall be paid in a lump sum within
sixty (60) days after such anniversary. In the case of a Quarterly Installment
Method where an installment would be due within such six (6) months if the
Participant were not a Specified Employee, such installment shall be paid within
sixty (60) days of such anniversary and the remaining installments shall be paid
as and when otherwise due. In the event the Specified

Employee dies during such six (6) months, Section 5.3 shall be applied as if
the date of death was the six (6) month anniversary.

ARTICLE 6

Pre-Retirement Survivor Benefit

6.1 Pre-Retirement Survivor Benefit.
The Participant153s Beneficiary shall receive a Pre-Retirement Survivor Benefit
equal to the Participant153s Account Balance if the Participant dies before he or
she incurs a Termination of Employment.

6.2 Payment of Pre-Retirement Survivor
Benefit. In connection with and at the time of
each Annual Deferral Amount election, a Participant shall irrevocably elect
whether the Pre-Retirement Survivor Benefit shall be received by his or her
Beneficiary in a lump sum or in a Quarterly Installment Method of twenty (20) or
forty (40) quarters. If the Participant153s Account Balance at the time of his or
her death is less than $25,000, payment of the Pre-Retirement Survivor Benefit
shall be made in a lump sum; provided, however, the $25,000 threshold shall be
based on the then existing Account Balances for all years or other periods of
participation, including periods before 2005. If a Participant does not
affirmatively elect otherwise, the Pre-Retirement Survivor Benefit shall be paid
in a lump sum. The lump sum shall be paid, or installment payments shall
commence, within the first sixty (60) days after the last day of the Plan Year
in which the Participant dies or, if otherwise allowed and affirmatively elected
by the Participant, within the first sixty (60) days of a later Plan Year
designated by the Participant.

ARTICLE 7

Beneficiary Designation

7.1 Beneficiary. Each Participant
shall have the right to designate his or her Beneficiary (both primary as well
as contingent) to receive any benefits payable under the Plan to a Beneficiary
upon the death of a Participant. The Beneficiary designated under this Plan may
be the same as or different from the Beneficiary designation under any other
plan of an Employer in which the Participant participates.

7.2 Beneficiary Designation; Change; Spousal
Consent. A Participant shall designate his or her
Beneficiary by completing and signing the Beneficiary Designation Form, and
returning it to the Committee. A Participant shall have the right to change a
Beneficiary by completing, signing and otherwise complying with the terms of the
Beneficiary Designation Form and the Committee153s rules and procedures for such
purposes, as in effect from time to time. If the Participant names someone other
than his or her spouse as a Beneficiary of at least fifty percent (50%) of the
Participant153s benefits, a spousal consent, in the form designated by the
Committee, must be signed by that Participant153s spouse and returned to the
Committee. Upon the acceptance by the Committee of a new Beneficiary Designation
Form, all Beneficiary designations previously filed shall be cancelled. The
Committee shall be

entitled to rely on the last Beneficiary Designation Form filed by the
Participant and accepted prior to his or her death.

7.3 Acknowledgment. No designation
or change in designation of a Beneficiary shall be effective until received and
acknowledged by the Committee.

7.4 No Beneficiary Designation. If a
Participant fails to designate a Beneficiary if all designated Beneficiaries
predecease the Participant or die prior to complete distribution of the
Participant153s benefits, then the Participant153s designated Beneficiary shall be
deemed to be his or her surviving spouse. If the Participant has no surviving
spouse, the benefits remaining under the Plan shall be payable to the executor
or personal representative of the Participant153s estate.

7.5 Doubt as to Beneficiary. If and
to the extent the Committee has any reasonable doubt or a dispute exists as to
the proper Beneficiary to receive payments pursuant to this Plan, the Committee
shall have the right, exercisable in its discretion, to cause such payments to
be suspended or otherwise sequestered until such matter is resolved to its
satisfaction.

7.6 Crediting and Debiting Account Balances. After
the death of a Participant, a Beneficiary shall be entitled to exercise the
rights under the Plan of a Participant who has incurred a Termination of
Employment (e.g., direct investments as described in Section 2.5) as and to the
extent prescribed by the Committee and to the extent of the Account Balance
payable to such Beneficiary.

ARTICLE 8

Claims Procedures

8.1 Presentation of Claim. Any
Participant or Beneficiary of a deceased Participant (such Participant or
Beneficiary being referred to below as a “Claimant”) may deliver to the
Committee a written claim for a determination with respect to the amounts
distributable to such Claimant from the Plan. If such a claim relates to the
contents of a notice received by the Claimant, the claim must be made within
sixty (60) days after such notice was received by the Claimant. All other claims
must be made within one hundred eighty (180) days of the date on which the event
that caused the claim to arise occurred. The claim must state with particularity
the determination desired by the Claimant.

8.2 Notification of Decision. The
Committee shall consider a Claimant153s claim within a reasonable time, and shall
notify the Claimant in writing:

(a) that the Claimant153s requested determination has been made, and that the
claim has been allowed in full; or

(b) that the Committee has reached a conclusion contrary, in whole or in
part, to the Claimant153s requested determination, and such notice must set forth
in a manner calculated to be understood by the Claimant:

(i) the specific reason(s) for the denial of the claim, or any part of it;

(ii) specific reference(s) to pertinent provisions of the Plan upon which
such denial was based;

(iii) a description of any additional material or information necessary for
the Claimant to perfect the claim, and an explanation of why such material or
information is necessary; and

(iv) an explanation of the claim review procedure set forth in Section 12.3
below.

8.3 Review of a Denied Claim.
Within sixty (60) days after receiving a notice from the Committee that a claim
has been denied, in whole or in part, a Claimant (or the Claimant153s duly
authorized representative) may file with the Committee a written request for a
review of the denial of the claim. Thereafter, but not later than thirty (30)
days after the review procedure began, the Claimant (or the Claimant153s duly
authorized representative):

(a) may review pertinent documents;

(b) may submit written comments or other documents; and/or

8.4 Decision on Review. The
Committee shall render its decision on review promptly, and not later than sixty
(60) days after the filing of a written request for review of the denial, unless
a hearing is held or other special circumstances require additional time, in
which case the Committee153s decision must be rendered within one hundred twenty
(120) days after such date. Such decision must be written in a manner calculated
to be understood by the Claimant, and it must contain to the extent reasonably
possible:

(a) specific reasons for the decision;

(b) specific reference(s) to the pertinent Plan provisions upon which the
decision was based; and

8.5 Subsequent Action; Mandatory
Arbitration.

(a) Subsequent Action. A Claimant153s compliance with
the foregoing provisions of this Article 8 is a mandatory prerequisite to a
Claimant153s right to commence any subsequent action with respect to any claim for
benefits under this Plan.

(b) Mandatory Arbitration. Any controversy or claim
arising out of or relating to this Plan shall be resolved by arbitration in
accordance with the Commercial Arbitration Rules of the American Arbitration
Association. Arbitration shall be by a single arbitrator experienced in the
matters at issue and selected by the parties in accordance with the Commercial
Arbitration Rules of the American Arbitration

Association. The arbitration shall be held in such place in Minneapolis,
Minnesota, as may be specified by the arbitrator (or any place agreed to by the
parties and the arbitrator). The decision of the arbitrator shall be final and
binding as to any matters submitted under this Article 8; provided, however, if
necessary, such decision may be enforced in any court having jurisdiction over
the subject matter or over any of the parties to this Plan. All costs and
expenses incurred in connection with any such arbitration proceeding (including
reasonable attorneys153 fees) shall be borne by the party against which the
decision is rendered. If the arbitrator153s decision is a compromise, the
determination of which party or parties bears the costs and expenses incurred in
connection with such arbitration proceeding shall be made by the arbitrator on
the basis of the arbitrator153s assessment of the relative merits of the parties153
positions.

ARTICLE 9

Establishment of The Trust

9.1 Establishment and Funding of the
Trust. The Company shall establish the Trust.
Except as otherwise provided in the Plan, the Company shall at least annually
transfer or cause to be transferred over to the Trust such assets as the Company
determines, in its discretion, are necessary to provide, on a present value
basis, for its respective future liabilities created with respect to the Account
Balances for all periods prior to the transfer, taking into consideration the
value of the assets in such Trust at the time of the transfer; provided,
however, an Employer shall be entitled to offset or reduce the amount to be so
transferred to the Trust by any unreimbursed benefit or expense payments made by
the Employer from its funds which such benefit or expense payments were
otherwise payable from the Trust.

9.2 Interrelationship of the Plan and the
Trust. The provisions of the Plan shall govern the
rights of a Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Company, the
Participants, and the creditors of the Company and, where applicable, creditors
of Employers other than the Company, to the assets transferred to the Trust.
Except as inconsistent with the provisions of Sections 10.1(b) and 12.6(b), with
such provisions applied by substituting the Trust for the Plan in such sections,
the terms and provisions of the Trust agreement shall control in case of a
conflict between such terms and provisions and the terms and provisions of the
Plan.

9.3 Distributions From the Trust.
The Company153s and other Employer153s obligations under the Plan may be paid or
otherwise satisfied with assets of the Trust and any such payment or
satisfaction shall reduce the Company153s or other Employer153s obligations under
the Plan in the same amount.

ARTICLE 10

Administration

10.1 Committee Duties.

(a) General. Except as otherwise provided in this Article 10, this
Plan shall be administered by a Committee which shall consist of the Board, or
such Committee as the Board shall appoint. Members of the Committee may be
Participants under this Plan. The Committee shall have the exclusive
responsibility for or to direct the general administration and operation of the
Plan and the power to take any action necessary or appropriate to carry out such
responsibilities. In addition, the Committee shall provide generally for the
operation of the Plan and be a liaison between Employers to assure uniform
procedures as appropriate. The duties of the Committee shall include, but not be
limited to, the following:

(i) to prescribe, require and use appropriate forms;

(ii) to formulate, issue and apply rules and regulations;

(iii) to prepare and file reports, notices and any other documents relating
to the Plan which may be required by law;

(iv) to interpret and apply the provisions of the Plan;

(v) to authorize and direct benefit payments.

In exercising such powers and duties, and other powers and duties granted
under the Plan or Trust to the Committee, the Committee is granted such
discretion as appropriate or necessary to carry out the duties and powers so
delegated. This discretion necessarily follows from the fact that the Plan, the
Trust and related documents do not, and are not intended to, prescribe all rules
necessary to administer the Plan or anticipate all circumstances or events which
may arise in the course of such administration.

(b) Code Section 409A. The Plan shall be administered, and the
Committee shall exercise its discretionary authority under the Plan, in a manner
consistent with Code Section 409A and Treasury Regulations thereunder. Any
permissible discretion to accelerate or defer a Plan payment under such
Regulations, the power to exercise which is not otherwise assigned under the
Plan, shall be exercised by the Committee. In the event the matter over which
such discretion may be exercised relates to a Committee member, or such member
is otherwise unable to objectively exercise such discretion, such member shall
not take part in the deliberations and decisions regarding that matter.

(c) Allocation to Participating Employers. To the extent practicable
and necessary, the Committee shall provide for an accounting of the Trust assets
in such manner as will permit the accurate allocation of Account Balances or
parts thereof, including the deemed investment earnings and losses attributable
thereto, to the relevant Employer.

The Committee shall provide to each Employer all information necessary to
permit each such Employer to prepare any reports or tax filings which may be
required by reason of its status as an Employer.

10.2 Administration Upon Change In
Control.

(a) General. For purposes of this Plan, the Committee, or an
independent third party administrator appointed by the Committee, shall be the
“Administrator” at all times prior to the occurrence of a Change in Control.
Upon and within one hundred twenty (120) days after a Change in Control, the
individuals who comprised the Committee immediately prior to the Change in
Control (whether or not such individuals are members of the Committee following
the Change in Control) may, by written consent of a majority of such
individuals, appoint an independent third party administrator, and such
independent third party administrator shall have the power and authority
reserved to the Committee hereunder except as otherwise provided. The
Administrator shall have the discretionary power to determine all questions
arising in connection with the administration of the Plan and the interpretation
of the Plan and Trust including, but not limited to benefit entitlement
determinations; provided, however, upon and after the occurrence of a Change in
Control, the Administrator shall have no power to direct the investment of Plan
assets or assets of the Trust or select any investment manager or custodial firm
for the Plan or Trust. Upon and after the occurrence of a Change in Control, the
Company shall pay all reasonable administrative expenses and fees of the
Administrator and supply full and timely information to the Administrator or all
matters relating to the Plan, the Trust, the Participants and their
Beneficiaries, the Account Balances of the Participants, the date of
circumstances of the Retirement, Disability, death or Termination of Employment
of the Participants, and such other pertinent information as the Administrator
may reasonably require. In the event the individuals who comprised the Committee
immediately prior to the Change in Control appoint an independent third party
administrator upon or after the Change in Control, the Administrator may be
terminated (and a replacement appointed) thereafter only with the written
consent of the majority of those Participants (or Beneficiaries for those
Participants who are then deceased), per capita, who have an interest in the
Plan on the date of such termination.

(b) Change in Control. Solely for the purpose of applying this Section
10.2, a Change in Control shall have the same meaning as such phrase has under
the Trust.

10.3 Agents. In the administration
of this Plan, the Committee and Administrator may, from time to time, employ
agents and delegate to them such administrative duties as it sees fit (including
acting through a duly appointed representative) and may from time to time
consult with counsel who may be counsel to any Employer.

10.4 Binding Effect of Decisions.
The decision or action of the Committee and Administrator with respect to any
question arising out of or in connection with the administration, interpretation
and application of the Plan and the rules and regulations promulgated

hereunder shall be final and conclusive and binding upon all persons having
any interest in the Plan.

10.5 Indemnity. The Company shall
indemnify and hold harmless the ex-CEO, the members of the Committee, and the
Administrator, and any employee or other agent to whom the duties of the
Committee or Administrator may be delegated, against any and all claims, losses,
damages, expenses or liabilities arising from any action or failure to act with
respect to this Plan, except in the case of gross negligence or willful
misconduct by such person.

10.6 Employer Information. The
Company and each Employer shall supply full and timely information to the
Committee or Administrator on all matters relating to the compensation of its
Participants, the date and circumstances of the Retirement, Disability, death or
Termination of Employment of its Participants, and such other pertinent
information as the Committee or Administrator may reasonably require to
administer the Plan.

ARTICLE 11

Termination, Amendment or Modification

11.1 Termination.

(a) General. Although the Company anticipates that it will continue
the Plan for an indefinite period of time, there is no guarantee that the
Company will continue the Plan or will not terminate the Plan at any time in the
future. Accordingly, the Company reserves the right to discontinue its
sponsorship of the Plan or to suspend or terminate the Plan at any time with
respect to any or all of the participating Employees and Directors. Except as
otherwise provided or allowed for herein, however, such action shall not cancel
an Annual Deferral Amount election for the year of such suspension or
Termination or accelerate or defer the payment (determined without regard to
such suspension or termination) of Account Balances.

(b) Change in Control. Upon or effective with a Change in Control, the
Plan shall be terminated effective no later than the end of the Plan Year in
which such event occurs and, to the extent and manner allowed under Code Section
409A and Treasury Regulations thereunder, all Account Balances of affected
Participants remaining at the final liquidation of the Plan and Trust shall be
paid in a lump sum notwithstanding the payment elections made by Participants.
To the extent such liquidation and acceleration of payment is not so possible,
however, Account Balances shall be paid at the times and in the manner otherwise
provided under the Plan.

11.2 Amendment. The Company may, at
any time, amend or modify the Plan in whole or in part; provided, however, that
no such amendment shall (i) reduce the value of a Participant153s Account Balance
determined as if the Participant had experienced a Termination of Employment as
of the effective date of the amendment or modification, (ii) adversely affect
any benefits to which a Participant or Beneficiary has become entitled as of the
date of the amendment or modification, or (iii) amend or modify substantively
this Section 11.2 or

Section 10.2 coincident with or after a Change in Control, no matter when
such amendment or modification is otherwise purportedly effective.

ARTICLE 12

Miscellaneous

12.1 Non-Guarantee of Employment. Nothing contained
in this Plan shall be construed as a contract of employment or other service
between an Employer and a Participant, or as a right of any Participant to be
continued in the employment or service of an Employer, or as a limitation on the
right of an Employer to discharge any Participant with or without notice or with
or without cause.

12.2 Rights to Trust Asset. No Participant or any
other person shall have any right to, or interest in, any part of the Trust
assets upon Termination of employment or otherwise, except as otherwise provided
under the Plan. If the assets of the Trust are insufficient to pay a
Participant153s benefits, the Participant153s Employer shall pay any such amounts
from its other general assets. If such Employer does not timely pay such
benefits, the sole recourse of a claimant Participant or Beneficiary shall be
against such Employer and neither the Company nor any other Employer shall be
responsible to pay or provide for the payment of such benefits or liable for the
nonpayment thereof.

12.3 Suspension of Rules.

(a) Federal Securities and Other Laws. Notwithstanding anything in the
Plan to the contrary, and to the extent and for the time reasonably necessary to
comply with federal securities laws (or other applicable laws or regulations),
deferrals, Participant investment-direction, and payment dates and forms under
the Plan may be suspended, changed, or delayed as necessary to comply with such
laws or regulations; provided, however, any payments so delayed shall be paid to
the Participant or Beneficiary as of the earliest date the Committee determines
that such payment will not cause a violation of any such laws or regulations.

(b) Section 162(m). If the Committee reasonably determines that a
scheduled payment of benefits under the Plan will not be deductible by an
Employer by reason of Code Section 162(m), it shall suspend all such payments to
the extent not so deductible. Payments so suspended shall be paid within sixty
(60) days after the affected Participant dies or incurs a Termination of
Employment; provided, however, if the Participant is a Specified Employee when
he or she incurs a Termination of Employment, payments suspended pursuant to
this subsection shall be paid as described in Section 4.4 or 5.4, as the case
may be, as if the amounts so suspended were payable as a lump sum on the date of
such Termination.

(c) Offset for Amounts Due. A Participant153s Account Balance may be
reduced by one or more offsets to repay any amounts then due and owing to an
Employer, unless another means of repayment is agreed to by the Committee.
Except for the right to

immediate offset for an amount up to $5,000, or such higher amount as allowed
by Treasury Regulations or other directives under or related to Code Section
409A, the Account Balance shall not be so offset before it is otherwise
scheduled to be paid to the Participant or Beneficiary and the amount then
offset shall not exceed the amount that would be otherwise so paid.

12.4 Requirement of Proof. In discharging their
duties and responsibilities under the Plan, the Committee or other individual
may require proof of any matter concerning this Plan, and no person shall
acquire any rights or be entitled to receive any benefits under this Plan until
such proof is furnished.

12.5 Non-Alienation and Taxes.

(a) General. Except as otherwise expressly provided herein or as
otherwise required by law, no right or interest of any Participant or
Beneficiary in the Plan and the Trust shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
charge, attachment, garnishment, execution, levy, bankruptcy, or any other
disposition of any kind, either voluntary or involuntary, prior to actual
receipt of payment by the person entitled to such right or interest under the
provisions hereof, and any such disposition or attempted disposition shall be
void.

(b) Tax Withholdings.

(1) General. Benefits earned under the Plan and payment of such
benefits shall be subject to tax reporting and withholding as required by law
and the amount of such withholding may be determined by treating such benefits
as being in the nature of supplemental wages. If tax withholdings must be made
before such benefits are paid to a Participant or Beneficiary (e.g., FICA taxes
on deferrals), they shall be made from other wages paid to such individual apart
from the Plan to the extent reasonably possible; provided, however, if such
other wages are insufficient for that purpose, the withholdings shall be made
from and reduce deferrals or other contributions, as applicable, for the
individual concerned or, if no such contributions are available, the relevant
Employer shall advance the withholdings, the appropriate Account Balance of the
individual concerned shall be reduced in the same amount, and upon the direction
of the Committee the Trustee or other custodian shall remit to the Employer an
amount equal to such reduction.

(2) Tax Consequences. Neither the Company nor any other Employer
represents or guarantees that any particular federal, foreign, state or local
income, payroll, or other tax consequence will result from participation in this
Plan or payment of benefits under the Plan.

12.6 Savings Clause.

(a) General. If any term, covenant, or condition of this Plan, or the
application thereof to any person or circumstance, shall to any extent be held
to be invalid or

unenforceable, the remainder of this Plan, or the application of any such
term, covenant, or condition to persons or circumstances other than those as to
which it has been held to be invalid or unenforceable, shall not be affected
thereby, and, except to the extent of any such invalidity or unenforceability,
this Plan and each term, covenant, and condition hereof shall be valid and shall
be enforced to the fullest extent permitted by law.

(b) Section 409A. If any term, covenant, or condition of this Plan, or
the application thereof to any person or circumstance, shall be considered not
to be in compliance with Code Section 409A and Treasury Regulations thereunder,
such as would cause all or part of the Participant153s Account Balance to be
currently taxable under such provisions, then such term, covenant, condition or
application shall be considered modified to the extent necessary to achieve its
design and purpose and without such noncompliance or stricken if such
modification is not reasonably possible.

12.7 Facility of Payment. If the Committee shall
determine a Participant or Beneficiary entitled to a distribution hereunder is
incapable of caring for his or her own affairs because of illness or otherwise,
it may direct any distribution from such Participant153s Account Balances be made,
in such shares as it shall determine, to the spouse, child, parent or other
blood relative of such Participant or Beneficiary, or any of them, or to such
other person or persons as the Committee may determine, until such date as it
shall determine such incapacity no longer exists; provided, however, the
exercise of this discretion shall not cause an acceleration or delay in the time
of payment of Plan benefits except to the extent, and only for the duration of,
the time reasonably necessary to resolve such matters or otherwise protect the
interests of the Plan. The Committee shall be under no obligation to see to the
proper application of the distributions so made to such person or persons and
any such distribution shall be a complete discharge of any liability under the
Plan to such Participant or Beneficiary, to the extent of such distribution.

12.8 Requirement of Releases. If, in the opinion of
the Committee, any present or former spouse or dependent of a Participant or
other person shall by reason of the law of any jurisdiction appear to have any
bona fide interest in Plan benefits that may become payable to a Participant or
with respect to a deceased Participant, or otherwise has asserted such a claim,
the Committee may direct such benefits be withheld pending receipt of such
written releases as it deems necessary to prevent or avoid any conflict or
multiplicity of claims with respect to the payment of such benefits, but only to
the extent and for the duration reasonably necessary to resolve such matters or
otherwise protect the interests of the Plan.

12.9 Board Action. Any action which is required or
permitted to be taken by the Board of Directors of the Company under the Plan
may be taken by the Compensation Committee of such Board or any other authorized
committee of such Board.

12.10 Computational Errors. In the event
mathematical, accounting, or similar errors are made in processing or paying a
benefit under the Plan, the Committee may make such equitable adjustments as it
deems appropriate (which may be retroactive) to correct such errors.

12.11 Communications. The Committee shall prescribe
such forms of communication, including forms for benefit application and the
like, with respect to the Plan and Fund as it deems appropriate. Except as
otherwise prescribed by such persons or otherwise provided by applicable law or
regulation, any such communication and assent or consent thereto may be handled
by electronic means.

12.12 Terms. Whenever any words are
used herein in the masculine, they shall be construed as though they were in the
feminine in all cases where they would so apply; and whenever any words are used
herein in the singular or in the plural, they shall be construed as though they
were used in the plural or the singular, as the case may be, in all cases where
they would so apply.

12.13 Captions. The captions of the
articles, sections and paragraphs of this Plan are for convenience only and
shall not control or affect the meaning or construction of any of its
provisions.

12.14 Governing Law. Subject to
ERISA, the provisions of this Plan shall be construed and interpreted according
to the internal laws of the State of Minnesota without regard to its conflicts
of laws principles.

12.15 Notice. Any notice or filing
required or permitted to be given to the Committee under this Plan shall be
sufficient if in writing and hand-delivered, or sent by registered or certified
mail, to the address below:

	Best Buy Co., Inc.
	Office of the General Counsel
	7601 Penn Avenue South
	Richfield, MN 55423

Such notice shall be deemed given as of the date of delivery or, if delivery
is made by mail, as of the date shown on the postmark on the receipt for
registration or certification.

Any notice or filing required or permitted to be given to a Participant or
other Claimant under this Plan shall be sufficient if in writing and
hand-delivered, or sent by mail, to the last known address of such person.

12.16 Successors. The provisions of
this Plan shall bind and inure to the benefit of the Company and other Employers
and their respective successors and assigns, and to the Participants and their
Beneficiaries.

12.17 Spouse153s Interest. The
interest in the benefits hereunder of a spouse of a Participant who has
predeceased the Participant shall automatically pass to the Participant and
shall not be transferable by such spouse in any manner, including but not
limited to such spouse153s will, nor shall such interest pass under the laws of
intestate succession.

12.18 Insurance. The Company, on its
own behalf or on behalf of other Employers, in its discretion, may apply for and
procure insurance on the life of the Participant, in such amounts and in such
forms as the trustees may choose. The Company or the trustees of the

Trust, as the case may be, shall be the sole owner and beneficiary of any
such insurance. The Participant shall have no interest whatsoever in any such
policy or policies, and at the request of the Company shall submit to medical
examinations and supply such information and execute such documents as may be
required by the insurance company or companies to whom the Company has applied
for insurance.

12.19 Legal Fees To Enforce Rights After Change in
Control. The Company is aware that upon the
occurrence of a Change in Control, the Board or the board of directors of a
Participant153s Employer (which might then be composed of new members) or a
shareholder of the Company or the Participant153s Employer, or of any successor
corporation might then cause or attempt to cause the Company, the Participant153s
Employer or such successor to refuse to comply with its obligations under the
Plan and might cause or attempt to cause the Company or the Participant153s
Employer to institute, or may institute, litigation seeking to deny Participants
the benefits intended under the Plan. In these circumstances, the purpose of the
Plan could be frustrated. Accordingly, if, following a Change in Control, it
should appear to any Participant that the Company, the Participant153s Employer or
any successor corporation has failed to comply with any of its obligations under
the Plan or any agreement thereunder or, if the Company, such Employer or any
other person takes any action to declare the Plan void or unenforceable or
institutes any litigation or other legal action designed to deny, diminish or to
recover from any Participant the benefits intended to be provided, then the
Company irrevocably authorizes such Participant to retain counsel of his or her
choice at the expense of the Company to represent such Participant in connection
with the initiation or defense of any litigation or other related legal action,
whether by or against the Company, the Participant153s Employer or any director,
officer, shareholder or other person affiliated with the Company, the
Participant153s Employer or any successor thereto in any jurisdiction.

ARTICLE 13

Transitional Rules

13.1 Introduction. This Plan document is effective on
January 1, 2009 (i.e., the “effective date”) and, except as otherwise provided
herein, shall apply only to those persons who are Participants or Beneficiaries
on or after the effective date. The provisions of the Plan document as in effect
prior to the effective date, taking into account changes made in operations to
satisfy Code Section 409A, Treasury Regulations thereunder and other guidance
with respect to such Code Section issued by the Internal Revenue Service, even
if not reflected in the formal Plan document previously in effect, shall
continue to govern the rights and entitlements of persons not described in the
immediately preceding sentence except to the extent (i) the application of this
Plan document to such persons or the payment of benefits to such persons does
not materially diminish or enlarge such rights and entitlements, or (ii) such
application is necessary to satisfy such law and regulations.

13.2 Amounts Deferred Under Prior
Plan.

(a) General. Account Balances (including earnings and losses on such
balances regardless of when incurred) attributable to deferrals and
contributions for periods

after 2004 shall be accounted for separately from such balances attributable
to deferrals and contributions (other than those described in subsection (b)
immediately following) for periods before 2005 (such pre-2005 balances are
referred to as the “Grandfathered Account Balances”).

(b) Non-Vested. The Grandfathered Account Balances shall not include
any portion thereof which was not vested as of December 31, 2004, with such
vesting determined without regard to any amendment or other material action, or
other than the continued performance of services, made or taken after October 3,
2004, which caused an increase in such vesting. Such non-vested portions of such
balances shall be paid at the time and form elected by the Participant concerned
on or before December 31, 2004 and, in the absence of any such election, shall
be paid in a lump sum during the first sixty (60) days of the Plan Year which
immediately follows the Plan Year in which the Participant incurs a Termination
of Employment, Retires, or dies.

13.3 Suspension of Deferrals for Penalty
Withdrawals. The exercise of the 10% penalty withdrawal feature
under Section 4.4 of the 2004 Plan shall cause a cancellation of any further
Annual Deferral Amount as described therein and no Annual Deferral Amount may be
elected by the Participant concerned with respect to any period before the
second Plan Year which begins after the date of such payment.

13.4 Treatment of Grandfathered Account Balances.
Except as otherwise provided herein, the time and form of payment of
Grandfathered Account Balances, including any right to further accelerate or
further defer any such payment, whether as of right or petition by the
Participant or Beneficiary concerned or in the discretion of the Committee or
other third party, shall not be materially enlarged or subtracted from by this
Plan restatement.

IN WITNESS WHEREOF, the Company has signed this Fifth
Amended and Restated Deferred Compensation Plan document effective as of January
1, 2009.

	Best Buy Co., Inc., a Minnesota corporation


Dated:	By:
		Title:

TABLE OF CONTENTS

		Page

ARTICLE 1.	Definitions	1

ARTICLE 2.	Selection, Enrollment, Commencement of Participation	6
2.1	Selection by Committee	6
2.2	Enrollment Requirements	6
2.3	Amount of Participant153s Annual Deferral Amount	7
2.4	Company Contribution Amount	8
2.5	Crediting and Debiting of Account Balances	8
2.6	Vesting	10
2.7	Payment of Withholdings to Trustees or Custodian	10

ARTICLE 3	In-Service Distribution; Unforeseeable Financial Emergencies	10
3.1	In-Service Distribution	10
3.2	Other Benefits Take Precedence Over In-Service Distribution	11
3.3	Withdrawal Payout/Suspensions for Unforeseeable Financial Emergencies	11

ARTICLE 4	Retirement Benefit	11
4.1	Retirement Benefit	11
4.2	Payment of Retirement Benefit	11
4.3	Death Prior to Completion of Retirement Benefit	11
4.4	Specified Employees	12

ARTICLE 5	Termination Benefit	12
5.1	Termination Benefit	12
5.2	Payment of Termination Benefit	12
5.3	Death Prior to Completion of Termination Benefit	12
5.4	Specified Employees	12

ARTICLE 6	Pre-Retirement Survivor Benefit	13
6.1	Pre-Retirement Survivor Benefit	13
6.2	Payment of Pre-Retirement Survivor Benefit	13

ARTICLE 7	Beneficiary Designation	13
7.1	Beneficiary	13
7.2	Beneficiary Designation; Change; Spousal Consent	13
7.3	Acknowledgment	14
7.4	No Beneficiary Designation	14
7.5	Doubt as to Beneficiary	14
7.6	Crediting and Debiting Account Balances	14

ARTICLE 8	Claims Procedures	14
8.1	Presentation of Claim	14
8.2	Notification of Decision	14
8.3	Review of a Denied Claim	15
8.4	Decision on Review	15
8.5	Subsequent Action; Mandatory Arbitration	15

ARTICLE 9	Establishment of The Trust	16
9.1	Establishment and Funding of the Trust	16
9.2	Interrelationship of the Plan and the Trust	16
9.3	Distributions From the Trust	16

ARTICLE 10	Administration	17
10.1	Committee Duties	18
10.2	Administration Upon Change In Control	18
10.3	Agents	18
10.4	Binding Effect of Decisions	18
10.5	Indemnity	19
10.6	Employer Information	19

ARTICLE 11.	Termination, Amendment or Modification	19
11.1	Termination	19
11.2	Amendment	19

ARTICLE 12	Miscellaneous	20
12.1	Non-Guarantee of Employment	20
12.2	Rights to Trust Asset	20
12.3	Suspension of Rules	20
12.4	Requirement of Proof	21
12.5	Non-Alienation and Taxes	21
12.6	Savings Clause	21
12.7	Facility of Payment	22
12.8	Requirement of Releases	22
12.9	Board Action	22
12.10	Computational Errors	22
12.11	Communications	23
12.12	Terms	23
12.13	Captions	23
12.14	Governing Law	23
12.15	Notice	23
12.16	Successors	23
12.17	Spouse153s Interest	23
12.18	Insurance	23

12.19	Legal Fees To Enforce Rights After Change in Control	24

ARTICLE 13	Transitional Rules	24
13.1	Introduction	24
13.2	Amounts Deferred Under Prior Plan	24
13.3	Suspension of Deferrals for Penalty Withdrawals	25
13.4	Treatment of Grandfathered Account Balances	25

iii

FIRST AMENDMENT
OF
BEST BUY
FIFTH AMENDED AND RESTATED
DEFERRED COMPENSATION PLAN

WHEREAS, Best Buy Co., Inc. (the “Company”) has heretofore established and
maintains a nonqualified deferred compensation plan which is currently embodied
in a document effective January 1, 2009 and entitled “BEST BUY FIFTH AMENDED AND
RESTATED DEFERRED COMPENSATION PLAN” (collectively, the “Plan document”);

WHEREAS, the Company has reserved to itself the power to make further
amendments of the Plan document.

NOW, THEREFORE, the Plan document is hereby amended as follows:

1. POSTPONING SCHEDULED DISTRIBUTIONS. Effective
November 1, 2010, Section 3.1 of the Plan document shall be amended to read as
follows:

3.1. In-Service Distribution.

(a) Electing a Scheduled Distribution. In connection with and at the
time of each Annual Deferral Amount election, a Participant may irrevocably
elect to receive a future In-Service Distribution from the Plan with respect to
all or a portion of such Deferral Account. The In-Service Distribution shall be
a lump sum payment in an amount that is equal to the portion of the Deferral
Account for which the Participant has elected to receive such distribution,
adjusted as provided for in Section 2.5 to the time of such distribution. The
In-Service Distribution shall be paid within the first sixty (60) days of the
Plan Year that begins two Plan Years after the end of the Plan Year to which the
Annual Deferral Amount relates or such later Plan Year as is timely elected by
the Participant. By way of example, if the minimum two year In-Service
Distribution is elected for Annual Deferral Amounts that are deferred in the
Plan Year commencing January 1, 2009, a minimum two year In-Service Distribution
would be payable during the sixty (60) day period commencing January 1, 2012.

(b) Postponing Scheduled Distributions. Subject to Section 3.2, a
Participant may make an election to postpone any In-Service Distribution
described in Section 3.1(a) above, and have such amount paid out in a lump sum
payment during a sixty (60) day period commencing immediately after an allowable
alternative distribution payable date designated by the Participant in
accordance with this Section 3.1(b). In order to make this election, the
Participant must submit a new In-Service Distribution election form to the
Committee in accordance with the following criteria:

(i) Such election form must be submitted to and accepted by the Committee at
least twelve (12) months prior to the Participant153s previously designated
In-Service Distribution payable date;

(ii) The new In-Service Distribution payable date selected by the Participant
must be a January 1 at least five years after the previously designated
In-Service Distribution payable date; and

(iii) The election of the new In-Service Distribution payable date will not
be effective until twelve (12) months after the date on which the election is
made.

2. FUNDING OF THE TRUST. Effective November 1, 2010,
Sections 9.1 and 9.2 of the Plan document shall be amended to read as
follows:

9.1. Establishment and Funding of
Trust. The Company may establish a Trust with an
independent corporate trustee in order to provide assets from which the
obligations of the Employer(s) to the Participants and their Beneficiaries under
the Plan may be fulfilled. The Trust must be a grantor trust that conforms
substantially with the model trust described in Revenue Procedure 92-64. The
Employers may from time to time transfer to the Trust cash, marketable
securities or other property, including securities issued by the Company,
acceptable to the Trustee in accordance with the terms of the Trust.

9.2. Interrelationship of the Plan and the
Trust. The provisions of the Plan shall govern the
rights of a Participant to receive distributions pursuant to the Plan. The
provisions of the Trust shall govern the rights of the Employers, Participants
and the creditors of the Employers to the assets transferred to the Trust. Each
Employer shall at all times remain liable to carry out its obligations under the
Plan. Nothing contained in the Plan or Trust is to be construed as providing for
assets to be held for the benefit of any Participant or any other person or
persons to whom benefits are to be paid pursuant to the terms of the Plan, with
the Participant153s or other person153s only interest under the Plan being the right
to receive the benefits set forth herein. The Trust is established only for the
convenience of the Employers and the Participants, and no Participant has any
interest in the assets of the Trust prior to distribution of such assets
pursuant to the Plan. To the extent the Participant or any other person acquires
a right to receive benefits under the Plan or the Trust, such right is no
greater than the right of any unsecured general creditor of the Employer.

3. SAVINGS CLAUSE. Save and except as herein
expressly amended, the Plan Statement shall continue in full force and
effect.

	BEST BUY CO., INC., a Minnesota corporation


Dated:	By:

		Chief Human Resources Officer

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