Officer EDCP – Target Corp.

TARGET CORPORATION
OFFICER EDCP
(2011 PLAN STATEMENT)

Effective June 8, 2011
as Amended and Restated

TARGET CORPORATION
OFFICER EDCP
(2011 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS			1
1.1	Name of Plan; History		1
1.2	Definitions		1
	1.2.1	Account	1
	1.2.2	Affiliate	1
	1.2.3	Base Salary	2
	1.2.4	Beneficiary	2
	1.2.5	Board	2
	1.2.6	Bonus	2
	1.2.7	Certified Earnings	2
	1.2.8	Change-in-Control	2
	1.2.9	Code	2
	1.2.10	[Intentionally left blank.]	3
	1.2.11	Company	4
	1.2.12	Company153s Fiscal Year	4
	1.2.13	Crediting Rate Alternative	4
	1.2.14	Deferral Credit	4
	1.2.15	Disabled	4
	1.2.16	Discretionary Credit	4
	1.2.17	Earnings Credit	4
	1.2.18	EDCP	4
	1.2.19	Effective Date	4
	1.2.20	Eligible Compensation	4
	1.2.21	Employee	4
	1.2.22	Enhancement	4
	1.2.23	ERISA	4
	1.2.24	ESBP	4
	1.2.25	ESBP Benefit	5
	1.2.26	ESBP Benefit Transfer Credits	5
	1.2.27	Newly Eligible Employee	5
	1.2.28	Officer	5
	1.2.29	Participant	5
	1.2.30	Participating Employer	5
	1.2.31	Performance Share Award	5
	1.2.32	Plan	5
	1.2.33	Plan Administrator	5
	1.2.34	Plan Rules	6
	1.2.35	Plan Statement	6
	1.2.36	Plan Year	6
	1.2.37	Restoration Match Credit	6
	1.2.38	Signing Bonus	6
	1.2.39	SPP Benefit	6
	1.2.40	SPP Benefit Transfer Credit	6
	1.2.41	Specified Employee	6

	1.2.42	Target 401(k) Plan	6
	1.2.43	Target Pension Plan	6
	1.2.44	Termination of Employment	6
	1.2.45	Trust	7
	1.2.46	Unforeseeable Emergency	7
	1.2.47	Valuation Date	7
	1.2.48	Year of Service	7

SECTION 2 PARTICIPATION AND DEFERRAL ELECTIONS			8
2.1	Eligibility		8
2.2	Special Rules for Participating Employees		8
2.3	Termination of Participation		8
2.4	Rehires and Transfers		9
2.5	Effect on Employment		9
2.6	Condition of Participation		9
2.7	Deferral Elections		10
2.8	Base Salary Deferrals		10
2.9	Bonus Deferrals		11
2.10	Performance Share Award Deferrals		11
2.11	Special Code Section 162(m) Deferral Elections		11
2.12	Cancellation of Deferral Elections		12

SECTION 3 CREDITS TO ACCOUNTS			13
3.1	Elective Deferral Credit		13
3.2	Restoration Match Credit		13
3.3	SPP Benefit Transfer Credits		13
3.4	ESBP Benefit Transfer Credits		15
3.5	Discretionary Credits		16

SECTION 4 ADJUSTMENTS OF ACCOUNTS			17
4.1	Establishment of Accounts		17
4.2	Adjustments of Accounts		17
4.3	Investment Adjustment		17
4.4	Enhancement		17
4.5	Account Adjustments Upon a Change-in-Control or Plan Termination		18

SECTION 5 VESTING			19
5.1	Deferral Credits and Restoration Match Credits		19
5.2	Discretionary Credits		19
5.3	Enhancement		19
5.4	SPP Benefit Transfer Credit		19
5.5	ESBP Benefit Transfer Credit		19
5.6	Failure to Cooperate; Misinformation or Failure to Disclose		19

SECTION 6 DISTRIBUTION			20
6.1	Distribution Elections		20
6.2	General Rule		20
6.3	Six-Month Suspension for Specified Employees		23
6.4	Distribution on Account of Death		23
6.5	Distribution on Account of Unforeseeable Emergency		23
6.6	Designation of Beneficiaries		23

6.7	Facility of Payment	25
6.8	Tax Withholding	25
6.9	Payments Upon Rehire	25
6.10	Application for Distribution	25
6.11	Acceleration of Distributions	26
6.12	Delay of Distributions	26

SECTION 7 SOURCE OF PAYMENTS; NATURE OF INTEREST		27
7.1	Source of Payments	27
7.2	Unfunded Obligation	27
7.3	Establishment of Trust	27
7.4	Spendthrift Provision	27
7.5	Compensation Recovery (Recoupment)	28

SECTION 8 ADOPTION, AMENDMENT AND TERMINATION		29
8.1	Adoption	29
8.2	Amendment	29
8.3	Termination and Liquidation	29

SECTION 9 CLAIM PROCEDURES		31
9.1	Claims Procedure	31
9.2	Rules and Regulations	32
9.3	Limitations and Exhaustion	33

SECTION 10 PLAN ADMINISTRATION		35
10.1	Plan Administration	35
10.2	Conflict of Interest	35
10.3	Service of Process	36
10.4	Choice of Law	36
10.5	Responsibility for Delegate	36
10.6	Expenses	36
10.7	Errors in Computations	36
10.8	Indemnification	36
10.9	Notice	36

SECTION 11 CONSTRUCTION		37
11.1	ERISA Status	37
11.2	IRC Status	37
11.3	Rules of Document Construction	37
11.4	References to Laws	37
11.5	Appendices	37

APPENDIX A		38

APPENDIX B		41

iii

SECTION 1
INTRODUCTION; DEFINITIONS

1.1 Name of Plan; History. This Plan (formerly
known as the “Target Corporation SMG Executive Officer Deferred Compensation
Plan) is a non-qualified, unfunded plan established for the purpose of allowing
a select group of management or highly compensated employees to defer the
receipt of income. This Plan was originally adopted effective as of January 1,
1997 and was amended at various times thereafter. Effective April 30, 2002,
Participants in this Plan who were members of the Company153s Corporate Operating
Committee received credits under this Plan equal to the present value of their
benefit under the supplemental pension plans maintained by the Company. Each
subsequent April, the Participant receives annual SPP Benefit Transfer Credits
equal to the change in value of his or her benefit under the supplemental
pension plans. Effective July 31, 2002, this program was extended to include
all officers of the Company. Effective April 30, 2002, Participants in this
Plan who were members of the Company153s Corporate Operating Committee received
credits under this Plan equal to the present value of their benefit under the
Company153s ESBP. Each subsequent April, Participants received annual credits
equal to the change in value of his or her benefit under the ESBP. Effective
October 28, 2005, all officers who had not previously received ESBP Benefit
Transfer Credits, received a one-time transfer of the present value of their
benefit under the ESBP. As of January 28, 2006, a one-time ESBP credit was made
to certain executive committee members and no subsequent ESBP Benefit Transfer
Credits were made to those receiving the one-time ESBP credit. From time to
time, certain participants in the Target Corporation Deferred Compensation Plan
: Senior Management Group (“ODCP”) and the Company negotiated to transfer the
economic value of their benefit under ODCP to this Plan. Officers eligible to
receive performance share awards granted in the fiscal years ending February 1,
2003 and January 31, 2004 had an opportunity to defer receipt of the value of
the earned performance shares into this Plan at the end of the performance
period. The performance period for the shares granted in 2003 ended February 3,
2007. The performance period for the shares granted in 2004 ended February 2,
2008. Effective January 1, 2005 (and other effective dates as specifically
provided), this Plan was operated in compliance with Code section 409A.
Effective January 29, 2006, members of the Company153s executive committee ceased
to be eligible to receive enhanced earnings on their account balances. The
Plan, which is intended to comply with Code section 409A, was amended and
restated effective January 1, 2009. The Plan was amended and restated to
incorporate the Company153s recoupment policy effective January 13, 2010. This
Plan Statement, which was amended and restated to reflect Plan administration
and amendment changes authorized by the Board on November 10, 2010, to modify
the Change in Control definition, and to set forth special provisions that are
applicable to certain Participants who transfer to Canada, is effective as of
June 8, 2011.

1.2 Definitions. When the following terms are used
herein with initial capital letters, they shall have the following meanings:

1.2.1 Account. “Account” means the separate
bookkeeping account representing the separate unfunded and unsecured general
obligation of the Participating Employers established with respect to each
person who is a Participant in this Plan. Within each Participant153s Account,
separate subaccounts shall be maintained to the extent the Plan Administrator
determines it to be necessary or desirable for the administration of this Plan.

1.2.2 Affiliate. An “Affiliate” is the Company and
all persons, with whom the Company would be considered a single employer under
Code section 414(b) or 414(c).

1.2.3 Base Salary. “Base Salary” with respect to a
Plan Year means Certified Earnings as modified by the rules below:

(a) the limits imposed by Code section
401(a)(17) will not apply;

(b) deferrals under Section 2.8 of this Plan
are included as Base Salary; and

1.2.4 Beneficiary. “Beneficiary” means an individual
(human being), a trust that is a United Sates person within the meaning of the
Code, a person that has been recognized as a charitable organization under Code
section 170(b), or the Participant153s estate designated in accordance with
Section 6.7 to receive all or a part of the Participant153s Account in the event
of the Participant153s death prior to full distribution thereof. A person so
designated shall not be considered a Beneficiary until the death of the
Participant.

1.2.5 Board. “Board” is the Board of Directors of the
Company, or such committee of the Board of Directors to which the Board of
Directors of the Company has delegated the respective authority.

1.2.6 Bonus. “Bonus” with respect to a Plan Year
means that portion of Certified Earnings that is equal to the amount payable
under any regular incentive plan of a Participating Employer that is earned, or
intended to be earned, over a period of at least a calendar year or fiscal year
as modified by the rules below:

(a) the limits imposed by Code section
401(a)(17) will not apply;

(b) deferrals under Section 2.9 of this Plan
are included as Bonus; and

1.2.7 Certified Earnings. “Certified Earnings” has
the same meaning as the defined term in the Target 401(k) Plan (determined
without regard to the 30-day receipt rule); provided, however, “Certified
Earnings” shall not include compensation that is accrued for any period
following a Participant153s Termination of Employment.

1.2.8 Change in Control. “Change-in-Control” means
one of the following:

(a) Individuals who are Continuing Directors
cease for any reason to constitute 50% or more of the directors of the Company;
or

(b) 30% or more of the outstanding voting
power of the Voting Stock of the Company is acquired or beneficially owned
(within the meaning of Rule 13d-3 under the Exchange Act) by any Person, other
than an entity resulting from a Business Combination in which clauses (x) and
(y) of Section 1.2.8(c) apply; or

(c) the consummation of a merger or
consolidation of the Company with or into another entity, a statutory share
exchange, a sale or other disposition (in one transaction or a series of
transactions) of all or substantially all of the Company153s assets or a similar
business combination (each, a “Business Combination”), in each case unless,
immediately following such Business Combination, (x) all or

substantially all of the beneficial owners (within the meaning of Rule 13d-3
under the Exchange Act) of the Company153s Voting Stock immediately prior to such
Business Combination beneficially own, directly or indirectly, more than 60% of
the voting power of the then outstanding shares of voting stock (or comparable
voting equity interests) of the surviving or acquiring entity resulting from
such Business Combination (including such beneficial ownership of an entity
that, as a result of such transaction, owns the Company or all or substantially
all of the Company153s assets either directly or through one or more
subsidiaries), in substantially the same proportions (as compared to the other
beneficial owners of the Company153s Voting Stock immediately prior to such
Business Combination) as their beneficial ownership of the Company153s Voting
Stock immediately prior to such Business Combination, and (y) no Person
beneficially owns, directly or indirectly, 30% or more of the voting power of
the outstanding voting stock (or comparable equity interests) of the surviving
or acquiring entity (other than a direct or indirect parent entity of the
surviving or acquiring entity, that, after giving effect to the Business
Combination, beneficially owns, directly or indirectly, 100% of the outstanding
voting stock (or comparable equity interests) of the surviving or acquiring
entity); or

(d) approval by the shareholders of a
definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this Section 1.2.8:

“Continuing Director” means an individual (A) who is, as of June 8, 2011, a
director of the Company, or (B) who becomes a director of the Company after
June 8, 2011, and whose initial appointment, or nomination for election by the
Company153s shareholders, was approved by at least a majority of the then
Continuing Directors; provided, however, that any individual whose initial
assumption of office occurs as a result of either an actual or threatened
contested election by any Person (other than the Board of Directors) seeking the
election of such nominee in which the number of nominees exceeds the number of
directors to be elected shall not be a Continuing Director;

“Person” means any individual, firm, corporation or other entity and shall
include any group comprised of any person and any other person with whom such
person or any affiliate or associate (as defined in Rule 14a-1(a) of the
Exchange Act) of such person has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of any capital stock of the Company;

“Voting Stock” means all then-outstanding capital stock of the Company
entitled to vote generally in the election of directors of the Company: and

“Exchange Act” means the Securities Exchange Act of 1934, as amended and in
effect from time to time, and the regulations promulgated thereunder.

1.2.9 Code. “Code” means the Internal Revenue Code of
1986, as amended (including, when the context requires, all regulations,
interpretations and rulings issued hereunder).

1.2.10 [Intentionally left blank.]

1.2.11 Company. “Company” means Target Corporation, a
Minnesota corporation, or any successor thereto.

1.2.12 Company153s Fiscal Year. “Company153s Fiscal Year”
means the period commencing on the Sunday that immediately follows the Saturday
that is nearest to the last day in January through the Saturday that is nearest
to the last day in January in the following year.

1.2.13 Crediting Rate Alternative. “Crediting Rate
Alternative” means a hypothetical investment option used for the purpose of
measuring income, gains and losses to the Accounts of Participants (as if the
Accounts had in fact been so invested). The Crediting Rate Alternatives shall
be designated in writing by the Plan Administrator.

1.2.14 Deferral Credit. A “Deferral Credit” is the
amount credited to a Participant153s Account pursuant to Section 3.1.

1.2.15 Disabled. A Participant will be “Disabled” if he
or she has become entitled to receive disability income benefits under the
provisions of the Social Security Act.

1.2.16 Discretionary Credit. A “Discretionary Credit”
is the amount credited to a Participant153s Account pursuant to Section 3.5.

1.2.17 Earnings Credit. “Earnings Credit” means the
investment adjustment credited to a Participant153s Account pursuant to
Section 4.3 or Section 4.5 as applicable.

1.2.18 EDCP. “EDCP” means the Target Corporation EDCP,
a non-qualified, unfunded deferred compensation plan maintained by the Company
and certain other Affiliates.

1.2.19 Effective Date. The “Effective Date” of this
Plan Statement is June 8, 2011, except as otherwise provided.

1.2.20 Eligible Compensation. “Eligible Compensation”
means, the Base Salary, Bonus and Performance Share Award that the Participant
receives or is entitled to receive from his or her Participating Employer for
services rendered.

1.2.21 Employee. An “Employee” is an individual who
performs services for a Participating Employer as an employee of the
Participating Employer (as classified by the Participating Employer at the time
the services are preformed and without regard to any subsequent
reclassification) and does not include any individual who is classified an
independent contractor.

1.2.22 Enhancement. “Enhancement” means an additional
.1667% of investment earnings per month added to the applicable Crediting Rate
Alternatives as provided in Section 4.4.

1.2.23 ERISA. “ERISA” means the Employee Retirement
Income Security Act of 1974, as amended (including, when the context requires,
all regulations, interpretations and rulings issued thereunder).

1.2.24 ESBP. “ESBP” means the Target Corporation Post
Retirement Executive Survivor Benefit Plan.

1.2.25 ESBP Benefit. “ESBP Benefit” means the actuarial
lump sum present value of a Participant153s survivor benefit under the ESBP
determined as of a particular determination date under Section 3.4 but without
regard to whether the Participant had experienced either an “early retirement”
or “normal retirement” under the Target Pension Plan as provided under the
ESBP. The present value of such survivor benefit will be determined by the
Company in its sole and absolute discretion based on such interest rates,
mortality factors and other assumptions deemed appropriate by the Company.

1.2.26 ESBP Benefit Transfer Credits. “ESBP Benefit
Transfer Credits” are the initial and annual credits to a Participant153s Account
under Section 3.4.

1.2.27 Newly Eligible Employee. “Newly Eligible
Employee” means an Employee who either (i) was not previously eligible to
participate in this Plan or any other non-qualified, deferred compensation plans
maintained by a Participating Employer or other Affiliate, (ii) had been paid
all amounts previously deferred under all non-qualified, deferred compensation
plans maintained by a Participating Employer or other Affiliate and had ceased
to be eligible to continue to participate in such plans on or before the date of
payment of all amounts due under such plans, or (iii) was not eligible to
participate in any non-qualified deferred compensation plans (other than the
accrual of earnings) maintained by a Participating Employer or other Affiliate
at any time during the 24-month period ending on the date the Employee has again
become eligible to participate in the Plan.

1.2.28 Officer. An “Officer” is a member of the
executive committee and any other Employee who is designated and categorized as
an officer of the Company by the Company153s Chief Executive Officer.

1.2.29 Participant. A “Participant” is an Employee who
becomes a Participant in this Plan in accordance with the provisions of
Section 2. An Employee who has become a Participant shall be considered to
continue as a Participant in this Plan until the date when the Participant no
longer has any Account under this Plan, or the date of the Participant153s death,
if earlier.

1.2.30 Participating Employer. “Participating Employer”
means the Company and each other Affiliate that, with the consent of the Plan
Administrator, adopts this Plan. A Participating Employer shall cease to be a
Participating Employer on the date it ceases to be an Affiliate.

1.2.31 Performance Share Award. “Performance Share
Award” means a performance share award issued under the Company153s Long-Term
Incentive Plan of 1999 or the Company153s Long-Term Incentive Plan of 2004.

1.2.32 Plan. “Plan” means the nonqualified, unfunded
income deferral program maintained by the Company and established for the
benefit of Participants eligible to participate therein, as set forth in this
Plan Statement. As used herein, “Plan” does not refer to the documents pursuant
to which this Plan is maintained. That document is referred to herein as the
“Plan Statement”. The Plan shall be referred to as the “Target Corporation
Officer EDCP” (formerly known as the Target Corporation SMG Executive Deferred
Compensation Plan).

1.2.33 Plan Administrator. “Plan Administrator” is the
individual designated in Sec. 10.1.1, or, if applicable, its delegate.

1.2.34 Plan Rules. “Plan Rules” are rules, policies,
practices or procedures adopted by the Plan Administrator or its delegate
pursuant to Section 10.1.5.

1.2.35 Plan Statement. “Plan Statement” means this
document entitled “Target Corporation Officer EDCP (2011 Plan Statement),” as
adopted by the Company, effective as of June 8, 2011, as the same may be amended
from time to time.

1.2.36 Plan Year. “Plan Year” means the period from
January 1 through December 31.

1.2.37 Restoration Match Credit. “Restoration Match
Credit” is the amount credited to a Participant153s Account pursuant to
Section 3.2.

1.2.38 Signing Bonus. “Signing Bonus” is the cash
remuneration earned following a period of employment provided to certain new
Employees related to their acceptance of employment with a Participating
Employer.

1.2.39 SPP Benefit. “SPP Benefit” means the amount
determined under Appendix A.

1.2.40 SPP Benefit Transfer Credit. “SPP Benefit
Transfer Credit” is the amount credited to a Participant153s Account under
Section 3.3.

1.2.41 Specified Employee. For purposes of complying
with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month
suspension of certain benefit distributions), an individual is a “Specified
Employee” if on his or her Termination of Employment, the Company or other
Affiliate has stock that is traded on an established securities market within
the meaning of Code section 409A(a)(2)(B) and such individual is a “key
employee” (defined below). For this purpose, an individual is a “key employee”
during the 12-month period beginning on April 1 immediately following the
calendar year in which the individual was employed by the Company and other
Affiliates, and satisfied, at any time within such calendar year, the
requirements of Code section 416(i)(1)(A)(i), (ii) or (iii) (without regard to
Code section 416(i)(5)). An individual will not be treated as a Specified
Employee if the individual is not required to be treated as a Specified Employee
under Treasury Regulations issued under Code section 409A.

1.2.42 Target 401(k) Plan. “Target 401(k) Plan” means
the tax-qualified defined contribution retirement plan, with a qualified cash or
deferred arrangement, established by the Company for the benefit of employees
eligible to participate therein, and known as the Target Corporation
401(k) Plan.

1.2.43 Target Pension Plan. “Target Pension Plan” means
the tax qualified defined benefit pension plan, established for the benefit of
employees eligible to participate therein, and known as the Target Corporation
Pension Plan, including any predecessor plan(s) or successor plan.

1.2.44 Termination of Employment.

(a) For purposes of determining entitlement
to or the amount of benefits under the Plan, “Termination of Employment” means a
severance of a Participant153s employment relationship with each Participating
Employer and all Affiliates, for any reason.

(b) For purposes of determining when a
distribution will be made under the Plan, a “Termination of Employment” will be
deemed to occur if, based on the relevant facts and circumstances to the
Participant, the Participating Employer, all Affiliates and Participant
reasonably anticipate that the level of bona fide future services to be
performed by the Participant for the Participating Employer and all Affiliates
will permanently decrease to no more than 20% of the average level of bona fide
services performed over the immediately preceding 36-month period.

(c) A bona fide leave of absence that is six
months or less, or during which an individual retains a reemployment right, will
not cause a Termination of Employment. In the case of a leave of absence
without a right of reemployment that exceeds the time periods described in this
paragraph, a Termination of Employment will be deemed to occur once the leave of
absence exceeds six months.

(d) Notwithstanding the foregoing, a
Termination of Employment shall not occur unless such termination also qualifies
as a “separation from service,” as defined under Code section 409A and related
guidance thereunder.

1.2.45 Trust. “Trust” means the Target Corporation
Deferred Compensation Trust Agreement, dated January 1, 2009 by and between the
Company and State Street Bank and Trust Company, as it is amended from time to
time, or similar trust agreement.

1.2.46 Unforeseeable Emergency. “Unforeseeable
Emergency” means a severe financial hardship to the Participant resulting from
an illness or accident of the Participant, the Participant153s spouse, or a
dependent (within the meaning of Code section 152(a)) of the Participant, loss
of the Participant153s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the control
of the Participant, but only if and to the extent such Unforeseeable Emergency
constitutes an “unforeseeable emergency” under Code section 409A.

1.2.47 Valuation Date. “Valuation Date” means each
business day on which the New York Stock Exchange is open.

1.2.48 Year of Service. A “Year of Service” means each
12-consecutive month period an individual is an Employee after the date the
individual is first eligible to participate under this Plan or any other
non-qualified deferred compensation plan maintained by a Participating Employer.

SECTION 2
PARTICIPATION AND DEFERRAL ELECTIONS

2.1 Eligibility.

2.1.1 An Employee is eligible to participate in this
Plan on the first day of a Plan Year if, on such day, he or she:

(a) is a “qualified employee” as that term
is defined in the Target 401(k) Plan; and

(b) is an Officer.

2.1.2 A Newly Eligible Employee is eligible to
participate in this Plan on the date that is 30 days after he or she satisfies
the requirements in Section 2.1.1.

2.1.3 An Employee shall, as a condition of
participation in this Plan, complete such forms and make such elections in
accordance with Plan Rules as the Plan Administrator may require. An Employee
who satisfies the requirements of this Section 2.1 is eligible to participate in
this Plan in accordance with and subject to the requirements of this Plan.

2.1.4 An Employee who has had a Termination of
Employment as defined in Section 1.2.44(b), will not be eligible to make
deferral elections for subsequent Plan Years until otherwise notified by the
Plan Administrator. Any deferral election in effect at the time of such
Termination of Employment will continue to apply with respect to any Eligible
Compensation received from a Participating Employer or other Affiliate. Such
Employee will still be eligible to receive credits, if any, pursuant to Sections
3.2, 3.3, 3.4 and 3.5.

2.2 Special Rules for Participating Employees. A
Participant who transfers employment from one Participating Employer to another
Affiliate, whether or not a Participating Employer will, for the duration of the
Plan Year in which the transfer occurs, continue to participate in this Plan in
accordance with the deferral election in effect at the time of such transfer. A
Participant who is simultaneously employed with more than one Participating
Employer will participate in this Plan as an Employee of each such Participating
Employer on the basis of a single deferral election applied separately to his or
her respective, Eligible Compensation from each Participating Employer.

2.3 Termination of Participation. Except as
otherwise specifically provided in this Plan Statement or by the Plan
Administrator, an Employee who ceases to satisfy the requirements of Section 2.1
is not eligible to continue to participate in the Plan, provided, that any
deferral elections in effect, and irrevocable, will continue to apply with
respect to any Eligible Compensation received from a Participating Employer or
other Affiliate. The Participant153s Account will continue to be governed by the
terms of the Plan until such time as the Participant153s Account balance is paid
in accordance with the terms of the Plan. A Participant or Beneficiary will
cease to be such as of the date on which his or her entire Account balance has
been distributed.

2.4 Rehires and Transfers.

2.4.1 A Participant who incurs a Termination of
Employment and is rehired during the same calendar year will continue Base
Salary deferrals for such calendar year in accordance with his or her election
in effect immediately prior to the Termination of Employment.

2.4.2 A Participant who incurs a Termination of
Employment and is rehired prior to the later of the end of the Plan Year or the
date the Bonus for such Plan Year is paid in cash, will continue Bonus Deferrals
for such Plan Year in accordance with his or her election in effect immediately
prior to the Termination of Employment.

2.4.3 Transfers from Non-Officer Plan. An Employee
who is a Participant in the EDCP and is promoted to an Officer position will
cease to be eligible to participate in the EDCP and will be eligible to
participate in this Plan, subject to the following rules:

(a) The Employee will become a Participant
in this Plan immediately upon satisfying the requirements to participate
hereunder.

(b) The Employee153s deferral elections made
under the EDCP will transfer to the Plan and continue as an election made under
Section 2.

(d) The Employee153s distribution elections
made under the EDCP (including any default distributions) will transfer to this
Plan and continue as the distribution elections made under this Plan.

(e) The Employee153s beneficiary designation
made under the EDCP will be treated as the Employee153s Beneficiary designation
under this Plan until changed in accordance with Section 6.7.

2.5 Effect on Employment.

2.5.1 Not a Term of Employment. Neither the terms of
this Plan Statement nor the benefits under this Plan (including the continuance
thereof) shall be a term of the employment of any Employee.

2.5.2 Not an Employment Contract. This Plan is not
and shall not be deemed to constitute a contract of employment between any
Participating Employer and any Employee or other person, nor shall anything
herein contained be deemed to give any Employee or other person any right to be
retained in any Participating Employer153s employ or in any way limit or restrict
any Participating Employer153s right or power to discharge any Employee or other
person at any time and to treat him or her without regard to the effect that
such treatment might have upon him or her as a Participant in this Plan.

2.6 Condition of Participation

2.6.1 Cooperation. Each Participant shall cooperate
with the Plan Administrator by furnishing any and all information requested by
the Plan Administrator in order to facilitate the payment of benefits hereunder
and taking such other relevant action as may be requested by the

Plan Administrator. If a Participant refuses to cooperate, neither the
Company nor any Participating Employer shall have any further obligation to the
Participant under this Plan, other than payment to such Participant of the
aggregate amount of Eligible Compensation deferred under Section 3.1.

2.6.2 Plan Terms and Rules. Each Participant, as a
condition of participation in this Plan, is bound by all the terms and
conditions of this Plan and the Plan Rules.

2.7 Deferral Elections. An Employee who satisfies
the eligibility requirements of Section 2 may, at the time and in the manner
provided hereunder, elect to defer the receipt of his or her Eligible
Compensation.

2.7.1 General Rule. Except as otherwise provided in
this Plan, an election shall be made before the beginning of the Plan Year
during which the Participant performs services for which the Eligible
Compensation is earned. The election must designate the percentage of the Base
Salary, Bonus or Performance Share Award which shall be deferred under this
Plan. In accordance with Plan Rules, the Plan Administrator will determine the
manner and timing required to file a deferral election. No deferral election
shall be effective unless prior to the deadline for making such election, the
Participant has filed with the Plan Administrator, in accordance with Plan
Rules, an insurance consent form permitting the Participating Employer or
Company to purchase and maintain life insurance coverage on the Employee with
the Participating Employer or Company as the beneficiary. An election to defer
Eligible Compensation for the Plan Year or other period is irrevocable once it
has been accepted by the Plan Administrator and the deadline for making such
election has expired, except as otherwise provided under this Plan.

2.7.2 Newly Eligible Employees. For a Newly Eligible
Employee, the deferral election may be made after the first day of a Plan Year
provided it is made within 30 days after becoming eligible to participate in
this Plan. Such a deferral election by a Newly Eligible Employee is irrevocable
once it has been received by the Plan Administrator and the deadline for making
such election has expired, except as otherwise provided under this Plan. Such
election will be effective with respect to Eligible Compensation payable for
services performed after becoming eligible for this Plan and commencing with the
next full pay period after the deferral election becomes irrevocable.

2.7.3 Terminations of Employment. A Participant who
completes a deferral election in accordance with this Section 2.7, but who has a
Termination of Employment prior to the expiration of the deadline for making
such election, will be deemed to have made no deferral election for the
respective period.

2.8 Base Salary Deferrals. A Participant153s election
to defer Base Salary is subject to the following requirements:

2.8.1 A Base Salary deferral election will be
effective with respect to the first paycheck issued during the Plan Year,
including for the payroll period that includes the last day of the preceding
Plan Year, and such election will remain in effect through the last paycheck
issued during the Plan Year.

2.8.2 Except as provided in Section 2.11, the Base
Salary deferral percentage may not exceed 80%.

2.9 Bonus Deferrals. A Participant153s election to
defer his or her Bonus is subject to the following requirements:

2.9.1 A Bonus deferral election will be in effect for
service periods that begin in the Plan Year immediately following the date the
election becomes irrevocable and continue through the end of the Plan Year or if
the Bonus is paid after such Plan Year, through the date the Bonus would have
been paid in cash. Notwithstanding Section 2.7.2, a Newly Eligible Employee may
not elect to defer a Bonus that is payable with respect to a service period that
begins before the effective date of the Newly Eligible Employee153s deferral
election.

2.9.2 Except as provided in Section 2.11, a
Participant153s Bonus effective deferral percentage may not exceed 80%.

2.9.3 If the Plan Administrator determines that a
Participant153s Bonus is “performance-based compensation” within the meaning of
Code section 409A, then, consistent with Plan Rules, the Participant153s deferral
election may be made no later than six months before the last day of the
performance period during which the Bonus is earned.

2.9.4 If a Participant has a Termination of Employment
before the end of the service period for any Bonus, but is still entitled to
receive a bonus, the Participant153s existing Bonus deferral election will
continue to apply.

2.10 Performance Share Award Deferrals. A
Participant153s election to defer his or her Performance Share Award is subject to
the following requirements:

2.10.1 The election is available for Performance Share
Awards issued in the Company153s Fiscal Year ending in calendar year 2003 and
2004.

2.10.2 A Participant153s Performance Share Award deferral
percentage may not exceed 100%.

2.10.3 If the Plan Administrator determines that a
Participant153s Performance Share Award is “performance-based compensation” within
the meaning of Code section 409A, then the Participant153s Performance Share Award
deferral election must be made no later than twenty-four (24) months prior to
the date the Performance Share Award would otherwise be paid in the form of cash
or Company stock, or, if earlier, six (6) months before the end of the period
over which the services giving rise to the Performance Share Award were
performed.

2.10.4 The “Plan Committee” as defined under the
Company153s Long Term Incentive Plan shall determine, in its sole and absolute
discretion for each Plan Year during which a Performance Share Award is issued,
whether Participants in any group or class are eligible to make deferral
elections under this Section 2.10 with respect to a Performance Share Award.

2.11 Special Code Section 162(m) Deferral Elections.
Notwithstanding Sections 2.8 and 2.9, a Participant who, prior to the
beginning of a Plan Year, is identified by the Plan Administrator as a potential
“covered employee” (within the meaning of Code section 162(m)) for the Company153s
Fiscal Year either ending in or beginning in the Plan Year may:

2.11.1 Make a Base Salary deferral election for the Plan
Year that consists of two parts:

(a) the first part of the election will
apply with respect to the first paycheck issued during the applicable Plan Year
through the last paycheck issued prior to the end of the Company153s Fiscal Year
ending in the Plan Year, and

(b) the second part will apply to the
paychecks issued after the beginning of the Company153s Fiscal Year beginning in
such Plan Year and issued prior to the end of such Plan Year.

2.11.2 Make a separate Bonus deferral election for the
Plan Year with respect to:

(a) The Bonus amounts that satisfy the
requirements of performance-based compensation under Code section 162(m), and

(b) All other Bonus amounts as determined by
the Plan Administrator.

The Plan Administrator will set the maximum Bonus deferral percentage in its
sole discretion, on a Participant by Participant basis.

2.12 Cancellation of Deferral Elections.

2.12.1 401(k) Hardship. Notwithstanding any provisions
in the Plan to the contrary, an election to defer under Sections 2.8, 2.9, and
2.10 will be cancelled to the extent necessary for the Participating Employer to
comply with the hardship withdrawal provisions of such Participating Employer153s
401(k) plan.

(a) An election to defer Base Salary amounts
for the Plan Year during which the hardship withdrawal was made will be
cancelled. Further, no Base Salary deferral election will be effective for the
next Plan Year if the hardship withdrawal occurs after June 30, and on or before
December 31 of the calendar year.

(b) Any election to defer Bonus or
Performance Share Award amounts in effect at the time of the hardship withdrawal
will be cancelled. Further, no deferral election for a Bonus related to service
in the next Plan Year will be effective if the hardship withdrawal occurs after
June 30, and on or before December 31 of the calendar year.

2.12.2 Unforeseeable Emergency. Notwithstanding any
provisions in the Plan to the contrary, an election to defer under Sections 2.8,
2.9, and 2.10 will be cancelled for the remaining portion of the Plan Year in
the event the Participant has received a distribution on account of an
Unforeseeable Emergency under Section 6.5. The revocation shall be made at the
time and in the manner specified in Plan Rules and must otherwise comply with
the requirements of Section 6.5.

SECTION 3

CREDITS TO ACCOUNTS

3.1 Elective Deferral Credit. The Plan
Administrator shall credit to the Account of each Participant the amount, if
any, of Eligible Compensation the Participant elected to defer pursuant to
Section 2. Such amount shall be credited as nearly as practicable as of the
time or times when the Eligible Compensation would have been paid to the
Participant but for the election to defer.

3.2 Restoration Match Credit.

3.2.1 Eligibility for Credit. An Employee who
satisfies the eligibility requirements of Section 2.1 during a Plan Year will
receive a Restoration Match Credit for the Plan Year if he or she: (i) was
actively employed and eligible to participate in this Plan on the last business
day of the Plan Year; (ii) has experienced a Termination of Employment as
defined under Section 1.2.44(a) during the Plan Year after attaining age 55 and
completing five (5) “years of vesting service” as defined in the Target Pension
Plan; (iii) has experienced a Termination of Employment as a result of death; or
(iv) has become Disabled during such Plan Year.

3.2.2 Amount of Credit. A Participant who satisfies
the requirements of Section 3.2.1 is entitled to a Restoration Match Credit
equal to the sum of:

(a) 5% of the Participant153s Base Salary and
Bonus that is deferred under this Plan during the Plan Year; and

(b) 5% of the Participant153s Plan Year Base
Salary and Bonus that is not deferred under this Plan during the Plan Year and
that exceeds the compensation limit in effect under Code section 401(a)(17) for
such Plan Year;

provided, however, that: (y) no Restoration Match Credit shall be made for
Base Salary or Bonus paid prior to the date the Participant became eligible to
participate in the Target 401(k) Plan, and (z) the credit under this
Section 3.2.2 will not exceed the amount of Deferral Credits made by the
Participant under Section 3.1 during the Plan Year.

3.2.3 Crediting to Account. The Plan
Administrator shall credit to a Participant153s Account as of the last business
day of the Plan Year the amount of the Restoration Match Credit determined for
the Plan Year for that Participant under Section 3.2.2.

3.2.4 Credit Upon Change-in-Control. Upon a
Change-in-Control that causes the Plan to be terminated under Section 8.3.2, the
Plan Administrator shall credit to a Participant153s Account as of the date of the
Plan termination a Restoration Match Credit determined for the Plan Year for
that Participant under Section 3.2.2 through such date. Any subsequent
determination of the Restoration Match Credit during the same Plan Year will be
made under Section 3.2.2, less any amounts previously credited under this
Section 3.2.4.

3.3 SPP Benefit Transfer Credits.

3.3.1 Eligibility. A Participant who satisfies the
eligibility requirements of Section 2.1 shall receive an SPP Benefit Transfer
Credit under this Plan if he or she: (i) is classified as an Officer of the
Company; and (ii) has a vested benefit under the Target Pension Plan, including
a vested interest arising on account of the Participant153s death.

3.3.2 Initial SPP Benefit Transfer Credit.

(a) A Participant who satisfies the
requirements of Section 3.3.1 receives an initial SPP Benefit Transfer Credit on
or about the April 30 (or immediately preceding business day) immediately
following the calendar year in which the Participant becomes eligible under
Section 3.3.1, in an amount equal to the actuarial lump sum present value on
March 31 (or immediately preceding business day) for the Participant153s SPP
Benefit accrued through the preceding December 31. In the case of Participant
who is an executive officer, such transfer will be made and determined on or
about the last business day prior to the end of the Company153s Fiscal Year.

(b) Upon a Plan termination upon a
Change-in-Control under Section 8.3.2, the Plan Administrator shall credit the
initial SPP Benefit Transfer Credit to a Participant153s Account as of the Plan
termination effective date in an amount equal to the actuarial lump sum present
value on the Plan termination effective date.

3.3.3 Annual SPP Benefit Transfer Credit. A
Participant who has received an initial SPP Benefit Transfer Credit under the
Plan, who is eligible to receive credits pursuant to Section 3.3.1, and who is
employed by a Participating Employer during a Plan Year will receive an annual
SPP Benefit Transfer Credit to his or her Account under the Plan as follows:

(a) For each Plan Year, the annual SPP
Benefit Transfer Credit will be the difference between (i) the SPP Benefit
determined as the last day of the Plan Year expressed as the actuarial lump sum
present value on the determination date and (ii) the aggregate amount of the
previous SPP Benefit Transfer Credits to the Participant153s Account increased by
assumed earnings at an annual rate equal to the sum of the average of the
applicable Stable Value Crediting Rate Alternative for the Plan Year plus two
percent determined from the crediting date through the determination date;
provided that with respect to periods that a Participant does not receive the
Enhancement on their Account, the annual rate will be equal to the average of
the applicable Stable Value Crediting Rate Alternative.

(b) If the amount of the annual or final SPP
Benefit Transfer Credit is positive, a credit will be made to the Participant153s
Account. If the amount of the SPP Benefit Transfer Credit is negative and if,
and only if, (i) the Participant is an executive officer on the determination
date, or (ii) the Participant is an Employee and member of the Board, but was
formerly an executive officer, then such Participant153s Account will be debited
by such negative amount. The debit will be made prorata among all distribution
options of the Plan other than fixed payment dates.

(c) The annual SPP Benefit Transfer Credit
(including a negative credit) will be made to the Participant153s Account as of
the April 30 (or immediately preceding business day) following the determination
date. In the case of a Participant who is an executive officer, such transfer
will be made and determined on or about the last business day prior to the end
of the Company153s Fiscal Year.

(d) For purposes of this section,
“determination date” means on or about March 31; provided that in the case of
Participant who is an executive officer,

“determination date” shall mean on or about the last business day prior to
the end of the Company153s Fiscal Year.

(e) Upon a Plan termination on account of a
Change-in-Control under Section 8.3.2, the Plan Administrator shall credit to a
Participant153s Account as of the Plan termination effective date an SPP Benefit
Transfer Credit as determined in this Section 3.3.3 as of the Plan termination
effective date.

(f) Notwithstanding the foregoing, a
Participant153s final SPP Benefit Transfer Credit will be determined within 60
days following his or her Termination of Employment as defined under
Section 1.2.44(a).

3.3.4 Forfeiture. A Participant153s SPP Benefit
Transfer Credits under this Section 3.3 and corresponding earnings adjustments
under Section 4 are subject to forfeiture at the time and in the amount provided
under Sections 3.3.3(b) and 5.4 and Section A-5 of Appendix A.

3.4 ESBP Benefit Transfer Credits.

3.4.1 Eligibility. A Participant who satisfies
Section 2.1, who has received an initial ESBP Benefit Transfer Credit under the
Plan, who is employed by a Participating Employer during the a Plan Year, and
who has provided advance written notice of his retirement/termination date prior
to January 11, 2006 will receive an annual ESBP Benefit Transfer Credit to his
Account under the Plan.

(a) For each Plan Year, the annual ESBP
Benefit Transfer Credit will be the difference between (i) the ESBP Benefit
determined as of the last day of the Plan Year as expressed as the actuarial
lump sum present value on the determination date, and (ii) the aggregate amount
of the previous ESBP Benefit Transfer Credits to the Participant153s Account
increased by earnings at an annual rate equal to the sum of the average of the
applicable Stable Value Crediting Rate Alternatives plus two percent, from the
crediting dates through the determination date.

(b) The credit to the Participant153s Account
will be made as of the April 30 (or immediately preceding business day)
following the determination date.

(d) Upon a Change-in-Control, the Plan
Administrator shall credit to a Participant153s Account as of the date of the
Change-in-Control an ESBP Benefit Transfer Credit as determined in this
Section 3.4. as of the date of the Change-in-Control.

(e) Notwithstanding the foregoing, a final
annual ESBP Benefit Transfer Credit will be made to the Participant153s Account 60
days following a Participant153s Termination of Employment as defined under
Section 1.2.44(a).

3.4.2 Forfeiture. A Participant who has a Termination
of Employment as defined under Section 1.2.44(a) prior to the attainment of age
55 and completion of 5 Years of Service will forfeit his or her ESBP Benefit
Transfer Credits, and an amount of Earnings Credits and Enhancement equal to the
investment adjustments that would have been credited on the ESBP Benefit
Transfer Credits at the Stable Value Crediting Rate Alternative (or successor
rate) plus an

annual rate of two percent 2%. The amount to be forfeited will be made
prorata among all distribution options of the Plan.

3.5 Discretionary Credits. The Company in its sole
and absolute discretion may determine in writing for each Participant an amount
that shall be credited the Participant153s Account as a Discretionary Credit. Any
Discretionary Credit to an executive officer will require the approval of the
Compensation Committee of the Board. The Plan Administrator shall credit to a
Participant153s Account the amount of a Participating Employer153s Discretionary
Credit, if any, determined for that Participant under this Section. Such amount
shall be credited as nearly as practicable as of the time or times fixed by the
Participating Employer when awarding such credit. Any special provisions
relating to Discretionary Credits made on behalf of a Participating Employer153s
Employees will be set forth on an exhibit to the Plan Statement.

SECTION 4

ADJUSTMENTS OF ACCOUNTS

4.1 Establishment of Accounts. There shall be
established for each Participant an Account which shall be adjusted as provided
under Section 4.

4.2 Adjustments of Accounts. On each Valuation
Date, the Plan Administrator shall cause the value of the Account (or
subaccount) to be increased (or decreased) for distributions, withdrawals,
credits, debits and investment income, gains or losses charged to the Account.

4.3 Investment Adjustment. The investment income,
gains and losses shall be determined for the Accounts in accordance with the
following:

4.3.1 Participant Elections. In accordance with Plan
Rules and procedures established by the Plan Administrator, each Participant
shall prospectively elect, as part of the initial enrollment process, and from
time to time thereafter, one or more Crediting Rate Alternatives that shall be
used to measure income, gains and losses until the next Valuation Date.

4.3.2 Default Rate. If a Participant fails to
designate one or more Crediting Rate Alternatives to be used to measure income,
gains and losses with respect to amounts credited to his or her Account, such
amounts will be deemed to be invested in a default Crediting Rate Alternative
designated by the Plan Administrator in accordance with Plan Rules.

4.3.3 Crediting. As of each Valuation Date, each
Participant153s Account shall be adjusted for income, gains and losses as if the
Account had in fact been invested in the Crediting Rate Alternative(s) so
selected.

4.3.4 Responsibility for Investing Adjustments. The
Plan Administrator will not be responsible in any manner to any Participant,
Beneficiary or other person for any damages, losses or liabilities, costs or
expenses of any kind arising in connection with any designation or elimination
of a Crediting Rate Alternative or a Participant153s election of a Crediting Rate
Alternative.

4.4 Enhancement.

4.4.1 General Rule. The Account of each Participant
who is employed by the Company or other Affiliate for the entire calendar month
will be credited by an amount equal to the Enhancement multiplied by the balance
of the Account on the first day of the month. On the last business day of each
month, this amount will be credited according to the Crediting Rate Alternatives
in effect for new Deferral Credits.

4.4.2 Exception. No Enhancement will be credited with
respect to the Participant during the remainder of the Company153s Fiscal Year in
which the Participant becomes an executive committee member or during any of the
Company153s Fiscal Years beginning after the date the Participant becomes an
executive committee member; provided that the Plan Administrator, in its sole
discretion, can cause the forfeiture of the Enhancement credited to a
Participant153s Account during the Company153s Fiscal Year in which a Participant
initially becomes an executive committee member. In addition, no Enhancement
will be credited with respect to a Participant for any month in a calendar year
following the calendar year in which the Participant153s employment is transferred
to a Canadian Affiliate, unless and until the Participant153s employment is
transferred back to the Company or a U.S. Affiliate.

4.5 Account Adjustments Upon a Change-in-Control or Plan
Termination.

4.5.1 In the event of a Plan termination following a
Change-in-Control under Section 8.3.2 that causes a Trust to be established and
funded pursuant to Section 7.3 where distribution of a Participant153s Account may
not be made from the Trust within 60 days of the event because of restrictions
imposed by Code section 409A, then the Participant153s Account as of the date of
such event will no longer receive adjustments determined pursuant to Sections
4.3 and 4.4.

4.5.2 On and after the date of an event described in
Section 4.5.1, the Account will have an investment adjustment determined at an
annual rate equal to the sum of the 10-Year U.S. Treasury Note plus 2%. The
10-Year U.S. Treasury Note rate will be determined as of the date of the Plan
termination under Section 8.3.2, or if no such rate is available on that date,
the immediately preceding date such rate is available, and reset each calendar
quarter as necessary.

SECTION 5

VESTING

5.1 Deferral Credits and Restoration Match Credits.
Deferral Credits and Restoration Match Credits (and related Earnings
Credits) of each Participant shall be fully (100%) vested and nonforfeitable at
all times except as otherwise provided.

5.2 Discretionary Credits. A Participant will be
vested in any Discretionary Credits (and related Earnings Credits) as provided
by the Plan Administrator when such amounts are credited to the Participant153s
Account.

5.3 Enhancement.

5.3.1 General Rule. Except as provided under
Section 4.4.2, the Enhancement credited to a Participant153s Account will become
fully vested and nonforfeitable upon the earliest occurrence of any of the
following events while the Participant is still in the employment of a
Participating Employer or other Affiliate: (i) the Participant153s death;
(ii) the last day of the calendar month in which a Participant attains age
sixty-five (65) years; (iii) the determination that the Participant is Disabled;
(iv) the occurrence of a Change-in-Control; (v) the Participant153s completion of
five (5) Years of Service; or (vi) such other date as provided in writing to a
Participant from the Plan Administrator.

5.3.2 Forfeiture. Any forfeiture of the Enhancement
will occur as soon as practicable after the Participant153s Termination of
Employment. Forfeiture of the Enhancement that is not vested under
Section 5.3.1 is limited to the aggregate amount of the Enhancement credited
with respect to such amounts determined without regard to Earnings Credits on
such Enhancement. The amount of the Enhancement to be forfeited will be debited
prorata against the Participant153s distribution options.

5.4 SPP Benefit Transfer Credit. A Participant has
a forfeiture of the SPP Benefit to the extent there is a debit as provided in
Section 3.3 or Appendix A. The forfeiture amount will be debited against a
Participant153s Account. The debit will be made prorata among all distribution
options of the Plan.

5.5 ESBP Benefit Transfer Credit. A Participant
has a forfeiture of the ESBP Benefit to the extent there is a forfeiture as
provided in Section 3.4.2. The forfeiture amount will be debited against a
Participant153s Account. The debit will be made prorata among all the
Participant153s distribution options under the Plan.

5.6 Failure to Cooperate; Misinformation or Failure to
Disclose. A Participant153s Account is subject to forfeiture as provided
under Sections 2.6.1.

SECTION 6

DISTRIBUTION

6.1 Distribution Elections. Except as otherwise
specifically provided in this Plan, a Participant may irrevocably elect for each
Plan Year the form and time of distribution of the credits made to his or her
Account for such Plan Year.

6.2 General Rule. A Participant153s distribution
election relating to Deferral Credits must be made prior to the date the
Participant153s deferral election becomes irrevocable. The election shall be made
in the form and manner prescribed by Plan Rules. Distribution elections for
Base Salary deferrals will also apply to Restoration Match Credits related to
the same Plan Year. Earnings Credits and Enhancements will be distributed in
the same form and time as in effect for the related Account credit. All
Discretionary Credits will be distributed in the form of a single lump sum as of
the time determined under Section 6.2.2(b).

6.2.1 Form of Distribution. The Participant may elect
among the following forms of distribution.

(a) Installments. A series
of annual installments made over either five (5) years or ten (10) years
commencing at a time provided under Section 6.2.2(a) or (b). For purposes of
Code section 409A, installment payments will be treated as a series of separate
payments at all times.

(b) Lump Sum. A single lump
sum payment.

6.2.2 Time of Payment. The Participant may elect among
the distribution commencement times described in this section; provided that:
(y) SPP Benefit Transfer Credits determined pursuant to Appendix A,
Section A-4.3 will be distributed as provided in Section 6.2.5(b), and (z) SPP
Benefit Transfer Credits, other than those pursuant to Appendix A,
Section A-4.3, as well as unvested ESBP Benefit Transfer Credits may not be
distributed on a fixed payment date as described in paragraph (c).

(a) Termination of Employment.
Within 60 days following the Participant153s Termination of Employment.

(b) One-Year Anniversary of
Termination of Employment. Within 60 days following the one-year
anniversary of the Participant153s Termination of Employment.

(c) Fixed Payment Date.
Within 60 days of January 1 of the calendar year elected by the Participant at
the time of deferral. If a Participant has a Termination of Employment as
defined in Section 1.2.44 prior to the fixed payment date, such amount shall be
paid on the earlier of: (i) within 60 days following January 1 in the tenth year
following the year of the Termination of Employment, or (ii) January 1 of the
calendar year elected by the Participant at the time of deferral. The Plan
Administrator will establish Plan Rules, procedures and limitations on
establishing the number and times of the fixed payment dates available for
Participants to elect.

(d) Payouts in 2008 and
2009. During 2007 and 2008, consistent with transition relief
available under Code section 409A, and subject to Plan Rules:

(i) Participants had an opportunity to
elect during 2007 to receive a distribution of all or a portion of their Account
valued as of December 31, 2007 to be distributed in January 2008.

(ii) Participants had an opportunity to
elect during 2007 to receive a distribution of all or a portion of their Bonus
Deferral Credits for 2007 and Performance Share Awards in 2004, if any, to be
credited under this Plan in 2008, to be distributed on the date such Bonus
Deferral Credits or Performance Share Awards would otherwise have been credited
to this Plan, or, with respect to such Performance Share Awards, such other date
as specified in the election form.

(iii) Participants had an opportunity to elect
during 2008 to receive a distribution of all or a portion of their Account
valued as of December 31, 2008 to be distributed in January 2009.

(iv) Participants had an opportunity to elect
during 2008 to receive a distribution of all or a portion of their Bonus
Deferral Credits for 2008, if any, to be credited under this Plan in 2009, to be
distributed on the date such Bonus Deferral Credits would otherwise have been
credited to this Plan.

6.2.3 Installment Amounts. The amount of the annual
installments shall be determined by dividing the amount of the vested portion of
the Account as of the most recent Valuation Date preceding the date the
installment is being paid by the number of remaining installment payments to be
made (including the payment being determined).

6.2.4 Small Benefit. Subject to Section 6.3, in the
event that the vested Account balance of a Participant who has died or
experienced a Termination of Employment under the Plan is less than the
applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as
of the date on which the Plan Administrator makes such determinations, the Plan
Administrator (on behalf of the Company) reserves the right to have the
Participant153s entire Account paid in the form of a single lump sum payment,
provided the Plan Administrator153s exercise of discretion (on behalf of the
Company) complies with the requirements of Treas. Reg. Sec. 1.409A-3(j)(4)(v).

6.2.5 Default. If for any reason a Participant shall
have failed to make a timely designation of the form or time of distribution
with respect to credits for a Plan Year (including reasons entirely beyond the
control of the Participant), except as provided in Section 6.2.6, the
distribution shall be made as indicated below:

(a) In the case of SPP Benefit Transfer
Credits, other than those pursuant to Appendix A, Section A-4.3 – a single lump
sum within 60 days following the one-year anniversary of the Participant153s
Termination of Employment.

(b) In the case of SPP Benefit Transfer
Credits pursuant to Appendix A, Section A-4.3:

(i) Twenty-four (24) monthly installment
payments commencing within 60 days following the Participant153s Termination of
Employment;

(ii) Each monthly installment payment will
be determined by dividing: (A) the amount of the vested portion of the Account
attributable to Appendix A, Section A-4.3 and an amount of Earnings Credits
equal to the investment adjustment that would have been credited on such SPP
Benefit Transfer Credits at the Stable Value Crediting Rate Alternative as of
the most recent Valuation Date preceding the date the installment is due, by
(B) twenty-four (24), less the number of monthly installment payments that have
previously been made from the Plan.

(c) In all other cases – a single lump sum
payment within 60 days following the Participant153s Termination of Employment.

6.2.6 Crediting of Amounts after Benefit Distribution.
Notwithstanding any provision in this Plan Statement to the contrary
other than Section 6.3:

(a) Deferral and Restoration Match
Credits.

(i) Lump Sum Distribution.
If Deferral or Restoration Match Credits are due after the complete
distribution of the Participant153s vested Account balance, or subaccount balance
to which such Deferral or Restoration Match Credit relate, then such subsequent
credits will be made to the Account and paid to the Participant in a single lump
sum cash payment within 60 days of being credited to the Account.

(ii) Installment Distribution.
If Deferral or Restoration Match Credits are due after a related
installment distribution occurs, then such subsequent credits will be made to
the Account and included to determine the amount of the remaining scheduled
payments as applicable.

(b) SPP or ESBP Benefit Transfer
Credit. The SPP Benefit Transfer Credit other than those pursuant to
Appendix A, Section A-4.3 or ESBP Benefit Transfer Credit, as applicable,
arising after a Participant153s Termination of Employment pursuant to Sections
3.3.3(f) and 3.4.1(e) shall be distributed in a single lump sum within 60 days
following the Termination of Employment.

6.2.7 Vesting in Benefits After the Distribution
Date. No portion of a Participant153s Account will be distributed prior
to being vested. Subject to Section 6.3, if Participant is scheduled to receive
a distribution of a portion of his or her Account that is not vested, such
unvested amount will not be paid until subsequently vested, at which time it
will be paid out in accordance with the respective distribution election.

6.2.8 No Spousal Rights. No spouse, former spouse,
Beneficiary or other person shall have any right to participate in the
Participant153s designation of a form or time of payment.

6.3 Six-Month Suspension for Specified Employees.
Notwithstanding any other provision in this Section 6 to the contrary,
if a Participant is a Specified Employee at Termination of Employment, then any
distributions arising on account of the Participant153s Termination of Employment
(other than on account of death) that are due shall be suspended and not be made
until (6) months have elapsed since such Participant153s Termination of Employment
(or, if earlier, upon the date of the Participant153s death). Any payments that
were otherwise payable during the six-month suspension period referred to in the
preceding sentence, will be paid within 60 days after the end of such six-month
suspension period.

6.4 Distribution on Account of Death. Upon the
death of a Participant, the Participant153s Account balance will be paid to the
Participant153s Beneficiary in a single lump sum within 90 days following the
Participant153s death.

6.5 Distribution on Account of Unforeseeable
Emergency.

6.5.1 When Available. A Participant may receive a
distribution from the vested portion of his or her Account (which shall be
deemed to include the deferral that would have been made but for the
cancellation under Section 6.5.3) if the Plan Administrator determines that such
distribution is on account of an Unforeseeable Emergency and the conditions in
Section 6.5.2 have been fulfilled. To receive such a distribution, the
Participant must request a distribution by filing an application with the Plan
Administrator and furnish such supporting documentation as the Plan
Administrator may require. In the application, the Participant shall specify
the basis for the distribution and the dollar amount to be distributed. If such
request is approved by the Plan Administrator, distribution shall be made in a
lump sum payment within 60 days following the approval by the Plan Administrator
of the completed application.

6.5.2 Limitations. The amount that may be distributed
with respect to a Participant153s Unforeseeable Emergency shall not exceed the
amounts necessary to satisfy the emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such Unforeseeable Emergency is or may be relieved
through reimbursement or compensation by insurance or otherwise by liquidation
of the Participant153s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship), and/or cancellation of deferrals
pursuant to Section 6.5.3, provided the determination of such limitation is
consistent with the requirements of Code section 409A(a)(2)(B)(ii).

6.5.3 Cancellation of Deferral Elections. As provided
by Section 2.12, in the event of a distribution under Section 6.5.1 the Plan
Administrator will cancel the Participant153s deferral elections for the balance
of the applicable Plan Year.

6.6 Designation of Beneficiaries.

6.6.1 Right to Designate or Revoke.

(a) Each Participant may designate one or
more primary Beneficiaries or secondary Beneficiaries to receive all or a
specified part of such Participant153s vested Account in the event of such
Participant153s death. If fewer than all designated primary or secondary
Beneficiaries predecease the Participant, then the amount of such predeceased
Beneficiary153s portion shall be allocated to the remaining primary or secondary
Beneficiaries, as the case may be.

(b) The Participant may change or revoke any
such designation from time to time without notice to or consent from any spouse,
any person named as Beneficiary or any other person.

(c) No such designation, change or
revocation shall be effective unless completed and filed with the Plan
Administrator in accordance with Plan Rules during the Participant153s lifetime.

6.6.2 Failure of Designation. If a Participant:

(a) fails to designate a Beneficiary,

(b) designates a Beneficiary and thereafter
revokes such designation without naming another Beneficiary, or

(c) designates one or more Beneficiaries and
all such Beneficiaries so designated fail to survive the Participant, such
Participant153s vested Account, shall be payable to the first class of the
following classes of automatic Beneficiaries:

Participant153s surviving spouse

Representative of Participant153s estate

6.6.3 Disclaimers by Beneficiaries. A Beneficiary
entitled to a distribution of all or a portion of a deceased Participant153s
vested Account may disclaim an interest therein subject to the Plan Rules.

6.6.4 Special Rules. Unless the Participant has
otherwise specified in the Participant153s Beneficiary designation, the following
rules shall apply:

(a) If there is not sufficient evidence that
a person designated as a Beneficiary was living at the time of the death of the
Participant, it shall be deemed that the Beneficiary was not living at the time
of the death of the Participant.

(b) The automatic Beneficiaries specified in
Section 6.6.2 and the Beneficiaries designated by the Participant shall become
fixed at the time of the Participant153s death (subject to Section 6.6.3) so that,
if a Beneficiary survives the Participant but dies before the receipt of all
payments due such Beneficiary hereunder, such remaining payments shall be
payable to the representative of such Beneficiary153s estate.

(c) If the Participant designates as a
Beneficiary the person who is the Participant153s spouse on the date of the
designation, either by name or by relationship, or both, the dissolution,
annulment or other legal termination of the marriage between the Participant and
such person shall automatically revoke such designation. The foregoing shall
not prevent the Participant from designating a former spouse as a beneficiary on
a form that is both executed by the Participant and received by the Plan
Administrator (i) after the date of the legal termination of the marriage
between the Participant and such former spouse and (ii) during the Participant153s
lifetime.

(d) A finalized marriage (other than a common
law marriage) of a Participant subsequent to the date of filing of a Beneficiary
designation shall revoke such designation unless the Participant153s new spouse
had previously been designated as the Beneficiary.

(e) Any designation of a nonspouse
Beneficiary by name that is accompanied by a description of relationship to the
Participant shall be given effect without regard to whether the relationship to
the Participant exists either then or at the Participant153s death.

(f) Any designation of a Beneficiary only
by statement of relationship to the Participant shall be effective only to
designate the person or persons standing in such relationship to the Participant
at the Participant153s death.

6.7 Facility of Payment.

6.7.1 Legal Disability. In case of the legal
disability, including minority, of an individual entitled to receive any payment
under this Plan, payment shall be made, if the Plan Administrator shall be
advised of the existence of such condition:

(a) to the duly appointed guardian,
conservator or other legal representative of such individual, or

(b) to a person or institution entrusted with
the care or maintenance of the incompetent or disable Participant or
Beneficiary, provided such person or institution has satisfied the Plan
Administrator that the payment will be used for the best interest and assist in
the care of such individual, and provided further, that no prior claim for said
payment has been made by a duly appointed guardian, conservator or other legal
representative of such individual.

6.7.2 Discharge of Liability. Any payment made in
accordance with the foregoing provisions of this Section 6.7 shall constitute a
complete discharge of any liability or obligation of the Participating Employers
under this Plan.

6.8 Tax Withholding. The Participating Employer
(or any other person legally obligated to do so) shall withhold the amount of
any federal, state or local income tax, payroll tax or other tax that the payer
reasonably determines is required to be withheld under applicable law with
respect to any amount payable under this Plan. All benefits otherwise due
hereunder shall be reduced by the amount to be withheld.

6.9 Payments Upon Rehire. If a Participant who is
receiving installment payments or due a deferred lump sum payment under this
Plan is rehired, the payments will continue in accordance with the prior
distribution elections.

6.10 Application for Distribution. A Participant may
be required to make application to receive payment and to complete other forms
and furnish other documentation required by the Plan Administrator.
Distribution shall not be made to any Beneficiary until such Beneficiary shall
have filed an application for benefits in a form acceptable to the Plan
Administrator and such application shall have been approved by the Plan
Administrator and the Plan Administrator has determined that the applicant is
entitled to payment.

6.11 Acceleration of Distributions. The Plan
Administrator in its sole discretion may exercise discretion on behalf of the
Company to accelerate the distribution of any payment under this Plan to the
extent allowed under Code section 409A.

6.12 Delay of Distributions. The Plan Administrator
in its sole discretion may exercise discretion on behalf of the Company to delay
the distribution of any payment under this Plan to the extent allowed under Code
section 409A, including, but not limited to, as necessary to maximize the
Company153s tax deductions as allowed pursuant to Code section 162(m) or to avoid
violation of federal securities or other applicable law.

SECTION 7

SOURCE OF PAYMENTS; NATURE OF INTEREST

7.1 Source of Payments.

7.1.1 General Assets. Each Participating Employer
will pay, from its general assets, the distribution of the Participant153s Account
under Section 6, and all costs, charges and expenses relating thereto.

7.1.2 Trust. Upon a Change-in-Control that causes the
Plan to be terminated under Section 8.3.2, the trustee of the Trust will make
distributions to Participants and Beneficiaries from the Trust in satisfaction
of a Participating Employer153s obligations to make distributions under this Plan
in accordance with and subject to the terms of the Trust to the extent such
payments are not otherwise made directly by the Participating Employer.

7.2 Unfunded Obligation. The obligation of the
Participating Employers to make payments under this Plan constitutes only the
unsecured (but legally enforceable) promise of the Participating Employers to
make such payments. Participants and their Beneficiaries, heirs, successors and
assigns shall have no legal or equitable rights, claims or interests in any
specific property or assets of the Company or a Participating Employer, nor
shall they be beneficiaries of, or have any rights, claims or interests in any
life insurance policies, annuity contracts or the proceeds therefrom owned or
which may be acquired by the Company.

7.3 Establishment of Trust. The Participating
Employers shall have no obligation to establish or maintain any fund, trust or
account (other than a bookkeeping account or reserve) for the purpose of funding
or paying the benefits promised under this Plan except as provided in the
Trust. The Participating Employers may from time to time transfer to the Trust
cash, or other marketable securities or other property acceptable to the trustee
in accordance with the terms of the Trust. If the Participating Employers have
deposited funds in the Trust, such funds shall remain the sole and exclusive
property of the Participating Employer that deposited such funds.

7.4 Spendthrift Provision. Except as otherwise
provided in this Section 7.4, no Participant or Beneficiary shall have any
interest in any Account which can be transferred nor shall any Participant or
Beneficiary have any power to anticipate, alienate, dispose of, pledge or
encumber the same while in the possession or control of the Participating
Employers. The Plan Administrator shall not recognize any such effort to convey
any interest under this Plan. No benefit payable under this Plan shall be
subject to attachment, garnishment, or execution following judgment or other
legal process before actual payment to such person.

7.4.1 Right to Designate Beneficiary. The power to
designate Beneficiaries to receive the Account of a Participant in the event of
such Participant153s death shall not permit or be construed to permit such power
or right to be exercised by the Participant so as thereby to anticipate, pledge,
mortgage or encumber such Participant153s Account or any part thereof, and any
attempt of a Participant so to exercise said power in violation of this
provision shall be of no force and effect and shall be disregarded by the
Participating Employers.

7.4.2 Plan Administrator153s Right to Exercise Discretion.
This Section 7.4 shall not prevent the Plan Administrator from
exercising, in its discretion, any of the applicable powers and options granted
to it under any applicable provision hereof.

7.5 Compensation Recovery
(Recoupment). Notwithstanding any other provision of
the Plan, a Participant who engaged in intentional misconduct that contributed
directly or indirectly, in whole or in part, to the need for a restatement of
the Company153s consolidated financial statements and who becomes subject to the
Company153s recoupment policy as adopted by the Compensation Committee of the
Company153s Board of Directors and amended from time to time (“Recoupment Policy”)
may have all or a portion of his or her benefit under this Plan forfeited and/or
all or a portion of any distributions payable to the Participant or his or her
Beneficiary recovered by the Company.

7.5.1 Any Deferral Credit and related Earnings Credits
resulting from the deferral of Eligible Compensation that is subject to recovery
under the Recoupment Policy may be forfeited and, in such event, a corresponding
adjustment will be made to the Participant153s Account balance.

7.5.2 If a Participant has commenced distributions and
is subject to a claim for recovery under the Recoupment Policy, then the Company
may, subject to any limitations under Code section 409A, retain all or any
portion of the Participant153s (or his or her Beneficiary153s) taxable distribution,
net of state, federal or foreign tax withholding, to satisfy such claim.

SECTION 8

ADOPTION, AMENDMENT AND TERMINATION

8.1 Adoption. With the prior approval of the Plan
Administrator, an Affiliate may adopt the Plan and become a Participating
Employer by furnishing to the Plan Administrator a certified copy of a
resolution of its board of directors adopting this Plan.

8.2 Amendment.

8.2.1 General Rule. The Company, by action of
its Board of Directors, or by action of a person so authorized by resolution of
the Board of Directors and subject to any limitations or conditions in such
authorization, may at any time amend the Plan, in whole or in part, for any
reason, including but not limited to tax, accounting or insurance changes, a
result of which may be to terminate the Plan for future deferrals provided,
however, that no amendment shall be effective to decrease the benefits, nature
or timing thereof payable under the Plan to any Participant with respect to
deferrals made (and benefits thereafter accruing) prior to the date of such
amendment. Written notice of any amendment shall be given each Participant then
participating in the Plan.

8.2.2 Amendment to Benefit of Executive Officer. Any
amendment to the benefit of an executive officer under this Plan, to the extent
approval of such amendment by the Board would be required by the Securities and
Exchange Commission and its regulations or the rules of any applicable
securities exchange, will require the approval of the Board.

8.2.3 No Oral Amendments. No modification of the
terms of this Plan Statement shall be effective unless it is in writing. No
oral representation concerning the interpretation or effect of this Plan
Statement shall be effective to amend this Plan Statement.

8.3 Termination and Liquidation.

8.3.1 General Rule.

(a) To the extent necessary or reasonable to
comply with any changes in law, the Board may at any time terminate and
liquidate this Plan, provided such termination and liquidation satisfies the
requirements of Code section 409A.

(b) To the extent that a Participant153s
benefit under the Plan will be immediately included in the income of the
Participant, as determined by a court of competent jurisdiction or the Internal
Revenue Service, to the extent permitted under Code section 409A, the Board may
terminate and liquidate this Plan, in whole or in part, as it relates to the
impacted Participant.

8.3.2 Plan Termination and Liquidation on Account of a
Change-in-Control. Upon a Change-in-Control, the Plan will terminate
and payment of all amounts under the Plan will be accelerated if and to the
extent provided in this Section 8.3.2.

(a) The Plan will be terminated effective as
of the first date on which there has occurred both (i) a Change-in-Control under
Section 1.2.8, and (ii) a funding of the Trust on account of such
Change-in-Control (referred to herein as the “Plan termination effective date”)
unless, prior to such Plan termination effective date, the Board affirmatively
determines that the Plan will not be terminated as of such

effective date. The Board will be deemed to have taken action to irrevocably
terminate the Plan as of the Plan termination effective date by its failure to
affirmatively determine that the Plan will not terminate as of such date.

(b) The determination by the Board under
paragraph (a) constitutes a determination that such termination will satisfy the
requirements of Code section 409A, including an agreement by the Company that it
will take such additional action or refrain from taking such action as may be
necessary to satisfy the requirements necessary to terminate and liquidate the
Plan under paragraph (c) below.

(c) In the event the Board does not
affirmatively determine not to terminate the Plan as provided in paragraph (a),
such termination shall be subject to either (i) or (ii), as follows:

(i) If the Change-in-Control qualifies as
a “change in control event” for purposes of Code section 409A, payment of all
amounts under the Plan will be accelerated and made in a lump sum as soon a
administratively practicable but not more than 90 days following the Plan
termination effective date, provided the requirements of Treasury Regulation
Section 1.409A-3(j)(4)(ix)(B) have been satisfied.

(ii) If the Change-in-Control does not
qualify as a “change in control event” for purposes of Code section 409A,
payment of all amounts under the Plan will be accelerated and made in a lump sum
as soon as administratively practicable but not more than 60 days following the
12 month anniversary of the Plan termination effective date, provided the
requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have been
satisfied.

SECTION 9

CLAIM PROCEDURES

9.1 Claims Procedure. Until modified by the Plan
Administrator, the claim and review procedures set forth in this Section shall
be the mandatory claim and review procedures for the resolution of disputes and
disposition of claims filed under this Plan. An application for a distribution
or withdrawal shall be considered as a claim for the purposes of this Section.

9.1.1 Initial Claim. An individual may, subject to
any applicable deadline, file with the Plan Administrator a written claim for
benefits under this Plan in a form and manner prescribed by the Plan
Administrator.

(a) If the claim is denied in whole or in
part, the Plan Administrator shall notify the claimant of the adverse benefit
determination within ninety (90) days after receipt of the claim.

(b) The ninety (90) day period for making the
claim determination may be extended for ninety (90) days if the Plan
Administrator determines that special circumstances require an extension of time
for determination of the claim, provided that the Plan Administrator notifies
the claimant, prior to the expiration of the initial ninety (90) day period, of
the special circumstances requiring an extension and the date by which a claim
determination is expected to be made.

9.1.2 Notice of Initial Adverse Determination. A
notice of an adverse determination shall set forth in a manner calculated to be
understood by the claimant.

(a) The specific reasons for the adverse
determinations,

(b) references to the specific provisions of
this Plan Statement (or other applicable Plan document) on which the adverse
determination is based,

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

(d) a description of the claim and review
procedures, including the time limits applicable to such procedure, and a
statement of the claimant153s right to bring a civil action under ERISA section
502(a) following an adverse determination on review.

9.1.3 Request for Review. Within sixty (60) days
after receipt of an initial adverse benefit determination notice, the claimant
may file with the Plan Administrator a written request for a review of the
adverse determination and may, in connection therewith submit written comments,
documents, records and other information relating to the claim benefits. Any
request for review of the initial adverse determination not filed within sixty
(60) days after receipt of the initial adverse determination notice shall be
untimely.

9.1.4 Claim on Review. If the claim, upon review, is
denied in whole or in part, the Plan Administrator shall notify the claimant of
the adverse benefit determination within sixty (60) days after receipt of such a
request for review.

(a) The sixty (60) day period for deciding
the claim on review may be extended for sixty (60) days if the Plan
Administrator determines that special circumstances require an extension of time
for determination of the claim, provided that the Plan Administrator notifies
the claimant, prior to the expiration of the initial sixty (60) day period, of
the special circumstances requiring an extension and the date by which a claim
determination is expected to be made.

(b) In the event that the time period is
extended due to a claimant153s failure to submit information necessary to decide a
claim on review, the claimant shall have sixty (60) days within which to provide
the necessary information and the period for making the claim determination on
review shall be tolled from the date on which the notification of the extension
is sent to the claimant until the date on which the claimant responds to the
request for additional information or, if earlier, the expiration of sixty (60)
days.

(c) The Plan Administrator153s review of a
denied claim shall take into account all comments, documents, records, and other
information submitted by the claimant relating to the claim, without regard to
whether such information was submitted or considered in the initial benefit
determination.

9.1.5 Notice of Adverse Determination for Claim on Review.
A notice of an adverse determination for a claim on review shall set
forth in a manner calculated to be understood by the claimant.

(a) the specific reasons for the denial,

(b) references to the specific provisions of
this Plan Statement (or other applicable Plan document) on which the adverse
determination is based,

(c) a statement that the claimant is
entitled to receive, upon request and free of charge, reasonable access to, and
copies of, all documents, records, and other information relevant to the
claimant153s claim for benefits,

(d) a statement describing any voluntary
appeal procedures offered by the Plan and the claimant153s right to obtain
information about such procedures, and

(e) a statement of the claimant153s right to
bring an action under ERISA section 502(a).

9.2 Rules and Regulations.

9.2.1 Adoption of Rules. Any rule not in conflict or
at variance with the provisions hereof may be adopted by the Plan Administrator.

9.2.2 Specific Rules.

(a) No inquiry or question shall be deemed
to be a claim or a request for a review of a denied claim unless made in
accordance with the established claim procedures. The Plan Administrator may
require that any claim for benefits and any request for a review of a denied
claim be filed on forms to be furnished by the Plan Administrator upon request.

(b) All decisions on claims and on requests
for a review of denied claims shall be made by the Plan Administrator unless
delegated as provided for in the Plan, in which case references in this
Section 9 to the Plan Administrator shall be treated as references to the Plan
Administrator153s delegate.

(c) Claimants may be represented by a lawyer
or other representative at their own expense, but the Plan Administrator
reserves the right to require the claimant to furnish written authorization and
establish reasonable procedures for determining whether an individual has been
authorized to act on behalf of a claimant. A claimant153s representative shall be
entitled to copies of all notices given to the claimant.

(d) The decision of the Plan Administrator on
a claim and on a request for a review of a denied claim may be provided to the
claimant in electronic form instead of in writing at the discretion of the Plan
Administrator.

(e) In connection with the review of a
denied claim, the claimant or the claimant153s representative shall be provided,
upon request and free of charge, reasonable access to, and copies of, all
documents, records, and other information necessary to make a benefit
determination accompanies the filing.

(f) The time period within which a benefit
determination will be made shall begin to run at the time a claim or request for
review is filed in accordance with the claims procedures, without regard to
whether all the information necessary to make a benefit determination
accompanies the filing.

(g) The claims and review procedures shall be
administered with appropriate safeguards to that benefit claim determinations
are made in accordance with governing plan documents and, where appropriate, the
plan provisions have been applied consistently with respect to similarly
situated claimants.

(h) The Plan Administrator may, in its
discretion, rely on any applicable statute of limitation or deadline as a basis
for denial of any claim.

9.3 Limitations and Exhaustion.

9.3.1 Claims. No claim shall be considered under
these administrative procedures unless it is filed with the Plan Administrator
within two (2) years after the Participant knew (or reasonably should have
known) of the general nature of the dispute giving rise to the claim. Every
untimely claim shall be denied by the Plan Administrator without regard to the
merits of the claim.

9.3.2 Lawsuits. No suit may be brought by or on
behalf of any Participant or Beneficiary on any matter pertaining to this Plan
unless the action is commenced in the proper forum within two (2) years from the
earlier of:

(a) the date the Participant knew (or
reasonably should have known) of the general nature of the dispute giving rise
to the action, or

(b) the date the claim was denied.

9.3.3 Exhaustion of Remedies. These administrative
procedures are the exclusive means for resolving any dispute arising under this
Plan. As to such matters:

(a) no Participant or Beneficiary shall be
permitted to litigate any such matter unless a timely claim has been filed under
these administrative procedures and these administrative procedures have been
exhausted, and

(b) determinations by the Plan Administrator
(including determinations as to whether the claim was timely filed shall be
afforded the maximum deference permitted by law.

9.3.4 Imputed Knowledge. For the purpose of applying
the deadlines to file a claim or a legal action, knowledge of all facts that a
Participant knew or reasonably should have known shall be imputed to every
claimant who is or claims to be a Beneficiary of the Participant or otherwise
claims to derive an entitlement by reference to the Participant for the purpose
of applying the previously specified periods.

SECTION 10

PLAN ADMINISTRATION

10.1 Plan Administration

10.1.1 Administrator. The Company153s Vice President,
Pay & Benefits (or any successor thereto) is the “administrator” of the Plan
for purposes of section 3(16)(A) of ERISA. Except as otherwise expressly
provided herein, the Plan Administrator shall control and manage the operation
and administration of this Plan and make all decisions and determinations.

10.1.2 Authority and Delegation. The Plan Administrator
is authorized to:

(a) Appoint one or more individuals or
entities and delegate such of his or her powers and duties as he or she deems
desirable to any individual or entity, in which case every reference herein made
to Plan Administrator shall be deemed to mean or include the individual or
entity as to matters within their jurisdiction. Such individual may be an
officer or other employee of a Participating Employer or Affiliate, provided
that any delegation to an employee of a Participating Employer or Affiliate will
automatically terminate when he or she ceases to be an employee. Any delegation
may be rescinded at any time; and

(b) Select, employ and compensate from time
to time such agents or consultants as the Plan Administrator may deem necessary
or advisable in carrying out its duties and to rely on the advice and
information provided by them.

10.1.3 Determination. The Plan Administrator shall make
such determinations as may be required from time to time in the administration
of this Plan. The Plan Administrator shall have the discretionary authority and
responsibility to interpret and construe this Plan Statement and to determine
all factual and legal questions under this Plan, including but not limited to
the entitlement of Participants and Beneficiaries, and the amounts of their
respective interests. Each decision of the Plan Administrator shall be final
and binding upon all parties. Benefits under the Plan will be paid only if the
Plan Administrator decides in its discretion that the applicant is entitled to
them.

10.1.4 Reliance. The Plan Administrator may act and
rely upon all information reported to it hereunder and need not inquire into the
accuracy thereof, nor be charged with any notice to the contrary.

10.1.5 Rules and Regulations. Any rule, regulation,
policy, practice or procedure not in conflict or at variance with the provisions
hereof may be adopted by the Plan Administrator.

10.2 Conflict of Interest. If any individual to whom
authority has been delegated or redelegated hereunder shall also be a
Participant in this Plan, such Participant shall have no authority with respect
to any matter specially affecting such Participant153s individual interest
hereunder or the interest of a person superior to him or her in the organization
(as distinguished from the interests of all Participants and Beneficiaries or a
broad class of Participants and Beneficiaries), all such authority being
reserved exclusively to other individuals as the case may be, to the exclusion
of such Participant, and such Participant shall act only in such Participant153s
individual capacity in connection with any such matter.

10.3 Service of Process. In the absence of any
designation to the contrary by the Plan Administrator, the General Counsel of
the Company is designated as the appropriate and exclusive agent for the receipt
of service of process directed to this Plan in any legal proceeding, including
arbitration, involving this Plan.

10.4 Choice of Law. Except to the extent that
federal law is controlling, this Plan Statement will be construed and enforced
in accordance with the laws of the State of Minnesota.

10.5 Responsibility for Delegate. No person shall be
liable for an act or omission of another person with regard to a responsibility
that has been allocated to or delegated to such other person pursuant to the
terms of the Plan Statement or pursuant to procedures set forth in the Plan
Statement.

10.6 Expenses. All expenses of administering the
benefits due under this Plan shall be borne by the Participating Employers.

10.7 Errors in Computations. It is recognized that
in the operation and administration of the Plan certain mathematical and
accounting errors may be made or mistakes may arise by reason of factual errors
in information supplied to the Plan Administrator or trustee. The Plan
Administrator shall have power to cause such equitable adjustments to be made to
correct for such errors as the Plan Administrator, in its sole discretion,
considers appropriate. Such adjustments shall be final and binding on all
persons.

10.8 Indemnification. In addition to any other
applicable provisions for indemnification, the Participating Employers jointly
and severally agree to indemnify and hold harmless, to the extent permitted by
law, each director, officer and Employee of the Participating Employers against
any and all liabilities, losses, costs or expenses (including legal fees) of
whatsoever kind and nature which may be imposed on, incurred by or asserted
against such person at any time by reason of such person153s services as an
administrator in connection with this Plan, but only if such person did not act
dishonestly, or in bad faith, or in willful violation of the law or regulations
under which such liability, loss, cost or expense arises.

10.9 Notice. Any notice required under this Plan
Statement may be waived by the person entitled thereto.

SECTION 11

CONSTRUCTION

11.1 ERISA Status. This Plan was adopted and is
maintained with the understanding that it is an unfunded plan maintained
primarily for the purpose of providing deferred compensation for a select group
of management or highly compensated employees as provided in section 201(2),
section 301(a)(3) and section 401(a)(1) of ERISA. This Plan shall be
interpreted and administered accordingly.

11.2 IRC Status. This Plan is intended to be a
nonqualified deferred compensation arrangement that will comply in form and
operation with the requirements of Code section 409A and this Plan will be
construed and administered in a manner that is consistent with and gives effect
to such intention.

11.3 Rules of Document Construction. In the event
any provision of this Plan Statement is held invalid, void or unenforceable, the
same shall not affect, in any respect whatsoever, the validity of any other
provision of this Plan. The titles given to the various Sections of this Plan
Statement are inserted for convenience of reference only and are not part of
this Plan Statement, and they shall not be considered in determining the scope,
purpose, meaning or intent of any provision hereof. The provisions of this Plan
Statement shall be construed as a whole in such manner as to carry out the
provisions thereof and shall not be construed separately without relation to the
context.

11.4 References to Laws. Any reference in this Plan
Statement to a statute or regulation shall be considered also to mean and refer
to any subsequent amendment or replacement of that statute or regulation unless,
under the circumstances, it would be inappropriate to do so.

11.5 Appendices. The Plan provisions that have
application to a limited number of Participants or that otherwise do not apply
equally to all Participants may be described in an appendix to this Plan
Statement. In the event of a conflict between the terms of an appendix and the
terms of the remainder of this Plan Statement, the appendix will control.

APPENDIX A

SPP Benefit

A-1 Purpose and Application. The purpose of this
Appendix A to this Plan Statement is to establish the rules for determining the
amount of the SPP Benefit Transfer Credit under this Plan.

A-2 Background.

A-2.1 Transfer Credits. The Company has
adopted and maintained several nonqualified supplemental pension plans to
provide retirement income to a select group of highly compensated and key
management employees in excess of the retirement income that can be provided
under the Target Pension Plan on account of limitations imposed by the Code.
Effective April 30, 2002, the Company began converting the accrued supplemental
pension benefits of certain participants to credits under this Plan as adjusted
annually to reflect changes in such benefits.

A-2.2 Cash Balance Formula. Effective January 1,
2003, the Target Pension Plan was amended to add a cash balance pension plan
formula (referred to as the “personal pension account”). Depending on the date
participation commences or an election was made, a Participant who has a benefit
under the Target Pension Plan may have his or her accrued benefit under such
plan based solely on the final average pay formula (the “traditional formula”),
solely on the personal pension account, or a combination of the traditional
formula (frozen as of December 31, 2002) and the personal pension account.

A-3 Definitions.

A-3.1 SPP I “SPP I” means the Target Corporation
SPP I.

A-3.2 SPP II “SPP II” means the Target Corporation
SPP II.

A-3.3 SPP III “SPP III” means the Target Corporation
SPP III.

A-4 SPP Benefit. Each Participant153s SPP Benefit is
equal to the sum of the benefits under Section A-4.1, Section A-4.2 and
Section A-4.3.

A-4.1 Traditional Formula Benefit. A Participant153s SPP
Benefit is the excess, if any, of the monthly pension benefit under (a) over the
monthly pension benefit under (b):

(a) The monthly pension benefit the
Participant would be entitled to under the Target Pension Plan, based on the
“traditional formula,” if such formula were applied

(i) without regard to the maximum benefit limitation required by
Code section 415;

(ii) without regard to the maximum compensation limitation under
Code section 401(a)(17);

(iii) as if the definition of “certified earnings” under the Target
Pension Plan for a plan year included compensation that would have been paid in
the plan year in the absence of the Participant153s election to defer payment of

the compensation to a later date pursuant to the provisions of a deferred
compensation plan;

(iv) without regard to the alternative benefit
formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Target Pension Plan.

(b) The monthly pension benefit the
Participant is entitled to receive under the Target Pension Plan on account of
the “traditional formula.”

A-4.2 Personal Pension Account. A Participant153s SPP
Benefit includes the excess, if any, of the amount determined under (a) over the
amount determined under (b):

(a) The amount that would have been credited
each quarter (including both “pay credits” and “interest credits”) to the
Participant153s “personal pension account” under the Target Pension Plan, if such
account were applied:

(i) without regard to the maximum benefit limitations required by
Code section 415;

(ii) without regard to the maximum compensation limitation under
Code section 401(a)(17);

(iii) as if the definition of “certified earnings” under the Target
Pension Plan for a calendar quarter included compensation that would have been
paid during such calendar quarter in the absence of the Participant153s election
to defer payment of the compensation to a later date pursuant to the provisions
of a deferred compensation plan;

(iv) as if a distribution had been made from such account equal to
any SPP Benefit Transfer Credits made under Section 3.3.

(b) The amount of the credits actually made
to the Participant153s “personal pension account” under the Target Pension Plan.

A-4.3 SPP III. For a Participant who was participating
in SPP III, the Participant153s SPP Benefit includes the actuarial equivalent lump
sum present value of the monthly pension benefit under (a) over the monthly
pension benefit under (b):

(a) The monthly pension benefits determined
under Section A-4.1(a) determined by treating the Participant as five (5) years
older than his or her actual age solely for purposes of determining the early
reduction factor (but in no case shall the Participant153s age be deemed to be
greater than age 65).

(b) The monthly pension benefits determined
under Section A-4.1(a).

A-4.4 Company Determination. The actuarial lump sum
present value of a Participant153s benefit determined under this Appendix A will
be determined by the Company, in its sole and absolute discretion, by using such
factors and assumptions as the Company considers appropriate in its sole and
absolute discretion as of the date of distribution or transfer.

A-5 Forfeiture of SPP III Benefit.

A-5.1 Pre-Age 55 SPP III Forfeiture. A
Participant who has a Termination of Employment prior to attaining age 55 will
forfeit that portion of his or her SPP Benefit Transfer Credit and Earnings
Credit determined under Section A-5.3.

A-5.2 ICP Eligibility SPP III Forfeiture. A
Participant who becomes entitled to receive payments under an income
continuation plan or policy of an Affiliate on account of his or her Termination
of Employment after attaining age 55 will forfeit that portion of his or her SPP
Benefit Transfer Credit and Earnings Credit determined under Section A-5.3.

A-5.3 Amount of SPP III Forfeiture. A Participant153s
forfeiture under Sections A-5.1 or A-5.2 is that portion of the SPP Benefit
Transfer Credits attributable to his or her SPP Benefit determined under
Section A-4.3 of Appendix A, and an amount of Earnings Credits equal to the
investment adjustment that would have been credited on such SPP Benefit Transfer
Credits at the Stable Value Crediting Rate Alternative.

APPENDIX B

Participants on Temporary Assignment to
Canada

B-1. Purpose; Application. The purpose of this Appendix B to
this Plan Statement is to set forth the application of specific provisions or
exceptions to the general provisions of the Plan as they relate to those
Participants who are transferred to Canada on a temporary assignment as a
Seconded Participant.

B-2. Definitions. The following terms when used herein with
initial capital letters, have the following meanings:

(a) Letter of Assignment. “Letter of Assignment” means the
written instrument provided to and executed by a Seconded Participant, as
amended, that, among other things, establishes the date of the Seconded
Participant153s transfer to Canada.

(b) Participation End Date. “Participation End Date” means
the last day of the full calendar month that includes the 34-month anniversary
of the Seconded Participant153s date of transfer to Canada as a Seconded
Participant or, if earlier, the last day of the calendar month that immediately
precedes the month during which the Seconded Participant is scheduled, in his or
her Letter of Assignment, to return to the United States. The Participation End
Date as established by a Seconded Participant153s Letter of Assignment will become
irrevocable on the January 1 of the calendar year that includes such
Participation End Date.

(c) Seconded Participant. A “Seconded Participant” is a
Participant under the Plan (i) who is transferred to Canada for a temporary
assignment, (ii) who is employed by Target Corporation or a U.S. Affiliate on
its U.S. payroll, (iii) who has executed a Letter of Assignment, and (iv) whose
employment is seconded to a Canadian Affiliate.

B-3. Eligibility. A Seconded Participant is eligible to
participate in the Plan until the last day of the calendar month that includes
the Seconded Participant153s Participation End Date. A Seconded Participant who
has ceased to be eligible to participate in the Plan under this Appendix B is
again eligible to participate in the Plan as of the first day of the Plan Year
following the Plan Year during which the Participant ceased to be a Seconded
Participant.

B-4. Deferral Elections. A Participant153s deferral election
for the calendar year that includes the Participation End Date:

(a) may not include an election to defer any Bonus Amount;

(b) may only defer specified dollar amounts of Base Salary for each
of the calendar months through the Participation End Date, unless guidance under
Section 409A of the Internal Revenue Code allows an alternative (e.g.,
percentage of Base Salary) election to be made for a partial year); and

B-5. Restoration Match Credit. A Seconded Participant who is
eligible to receive a Restoration Match Credit under Section 3.2.1 shall be
subject to the following rules for the Plan Year that includes such
Participant153s Participation End Date and for each subsequent Plan Year during
which the Participant is a Seconded Participant:

(a) For each entire calendar month through the Participation End
Date (which includes the calendar month that ends with the Participation End
Date), the Seconded Participant shall receive a Restoration Match Credit equal
to the amount of the Restoration Match Credit the Seconded Participant would
have received if Section 3.2.1(ii) were applicable and the Participation End
Date was his or her Termination of Employment.

(b) The amount of the Restoration Match Credit for the Plan Year
that includes the Participation End Date, determined without regard to
Section B-3, that is in excess of the amount determined in Paragraph (a) shall
be paid in cash to the Participant on the last business day of the Plan Year.

(c) For any Plan Year following the Plan Year that includes the
Participant153s Participation End Date and during which the Participant is a
Seconded Participant, the Participant will receive a cash payment on the last
business day of the Plan Year equal to the Restoration Match Credit the
Participant would have received if Section B-3 did not apply.

B-6. Enhancement. A Seconded Participant who is eligible to
receive the Enhancement credit under Section 4.4 (and is not subject to
exclusion or forfeiture under Section 4.4.2) shall be subject to the following
rules for the Plan Year that includes the Participant153s Participation End Date
and for each subsequent Plan Year during which the Participant is a Seconded
Participant:

(a) For each entire calendar month through the Participation End
Date (which includes the calendar month that ends with the Participation End
Date), the Seconded Participant shall be eligible to receive the Enhancement as
a credit to his or her Account, subject to the conditions set forth in
Section 4.4.

(b) For each calendar month following the Participation End Date
during which the Seconded Participant is employed by the Company or an Affiliate
for the entire calendar month, the Participant will receive a cash payment on
the last day of the calendar year that includes such month in an amount equal to
the Enhancement multiplied by the balance of the Account on the first day of the
month; provided, however, no cash payment will be made with respect to any
period during which the Seconded Participant satisfies the conditions for
exclusion or forfeiture under Section 4.4.2. The cash payment under this
Paragraph (b) will be made whether or not the Participant would be treated as
vested under Section 5.3.

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.