SPP III ( 2010 Plan Statement) – Target Corp.

TARGET CORPORATION

SPP III

(2010 Plan Statement)

Effective January 13, 2010

As Amended and Restated

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TARGET CORPORATION

SPP III

(2010 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS	1
1.1 History	1
1.2 Definitions	1
1.2.1 Actuarial Equivalent	1
1.2.2 Affiliate	1
1.2.3 Beneficiary	1
1.2.4 Board	1
1.2.5 Change-in-Control	1
1.2.6 Code	2
1.2.7 Committee	2
1.2.8 Company	3
1.2.9 Officer	3
1.2.10 Officer EDCP	3
1.2.11 Participant	3
1.2.12 Participating Employer	3
1.2.13 Pension Plan	3
1.2.14 Plan	3
1.2.15 Plan Administrator	3
1.2.16 Plan Rules	3
1.2.17 Plan Statement	3
1.2.18 Termination of Employment	3
1.2.19 Trust	4
SECTION 2 PARTICIPATION	5
2.1 Eligibility	5
2.2 Termination of Participation	5
2.3 Rehire	5
2.4 Effect on Employment	5
SECTION 3 BENEFIT : TRADITIONAL FINAL AVERAGE PAY FORMULA	6
3.1 Amount of Pension	6
SECTION 4 VESTING	8
4.1 General Rule	8
4.2 Transfers to Officer EDCP	8
SECTION 5 TRANSFERS	9
5.1 Benefit Distributions	9
5.2 Transfers to Officer EDCP	9
SECTION 6 NATURE OF INTEREST	10
6.1 Unfunded Obligation	10
6.2 Spendthrift Provision	10

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6.3 Compensation Recovery (Recoupment)	10
SECTION 7 ADOPTION, AMENDMENT AND TERMINATION	11
7.1 Adoption	11
7.2 Amendment	11
7.3 Termination	11
SECTION 8 CLAIM PROCEDURES	13
8.1 Claim Procedures	13
8.2 Rules and Regulations	15
8.3 Limitations and Exhaustion	15
SECTION 9 PLAN ADMINISTRATION	17
9.1 Plan Administration	17
9.2 Conflict of Interest	17
9.3 Committee Membership and Authority	18
9.4 Service of Process	18
9.5 Choice of Law	18
9.6 Responsibility for Delegate	18
9.7 Expenses	18
9.8 Errors in Computations	18
9.9 Indemnification	18
9.10 Notice	19
SECTION 10 CONSTRUCTION	20
10.1 ERISA Status	20
10.2 IRC Status	20
10.3 Rules of Document Construction	20
10.4 References to Laws	20
10.5 Appendices	20

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SECTION 1
INTRODUCTION; DEFINITIONS

1.1 History. The Company originally
established this Plan (formerly known as the Target Corporation Supplemental
Pension Plan III) effective as of January 1, 1995. The Plan is a non-qualified,
unfunded plan intended to provide certain pension benefits for a select group of
management or highly compensated employees who are officers that cannot be
provided under the Pension Plan due to certain limitations imposed by the Code.
The Plan is intended to be a “top hat plan” as defined under the Employee
Retirement Income Security Act of 1974, as amended from time to time.
Effective as of November 8, 2000, no additional Officers could become eligible
to participate in this Plan. Effective April 30, 2002, for all Officers who had
attained age 55, the Company transferred the present value of the vested benefit
due under this Plan to the Officer EDCP. After such transfer, no benefits were
due or payable from this Plan. Further, after the transfer, the individuals
would no longer participate in this Plan or be eligible for further accruals
under this Plan. Effective January 1, 2005 (and other effective dates as
specifically provided), this Plan was operated in compliance with Code section
409A. The Plan, which is intended to comply with Code section 409A, was amended
and restated effective January 1, 2009. This Plan Statement, which was amended
to include the Company153s recoupment policy, is effective January 13, 2010.

1.2 Definitions. Terms used herein with
initial capital letters will have same meaning as those used in the Pension Plan
except as otherwise defined below or where the context clearly indicates to the
contrary.

1.2.1 Actuarial Equivalent. An “Actuarial
Equivalent” will be determined by using such factors and assumptions as the
Company considers appropriate in its sole and absolute discretion.

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 Beneficiary. The “Beneficiary” is
the “Beneficiary” as defined under the Officer EDCP.

1.2.4 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.

1.2.5 Change-in-Control.

(a) A “Change-in-Control” shall be deemed to have occurred if:

(i) 50% or more of the directors of the Company shall be persons
other than persons

(A) for whose election proxies shall have been solicited by the
Board, or

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(B) who are then serving as directors appointed by the Board to
fill vacancies on the Board caused by death or resignation (but not by removal)
or to fill newly-created directorships, or

(ii) 30% or more of the outstanding voting power of the Voting
Stock of the Company is acquired or beneficially owned (as defined in Article IV
of the Restated Articles of Incorporation, as amended, of the Company) by any
person (as defined in Article IV of the Restated Articles of Incorporation, as
amended, of the Company), other than an entity resulting from a Business
Combination in which clauses (x) and (y) of subparagraph (iii) apply, or

(iii) 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
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 (as defined in Article IV of the
Restated Articles of Incorporation, as amended, of the Company) 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

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

For purposes of this 1.2.5, “Voting Stock” has the same meaning as defined in
Article IV of the Restated Articles of Incorporation, as amended, of the
Company.

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

1.2.7 Committee. “Committee” means the
administrative committee appointed in accordance with Section 9.3.

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

1.2.9 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.

1.2.10 Officer EDCP. “Officer EDCP” means
the Target Corporation Officer EDCP.

1.2.11 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 of the
Participant153s death or, if earlier, the date when the Participant is no longer
eligible and upon which the Participant no longer has a benefit due under this
Plan (that is, a transfer of the benefit has been made pursuant to Section 6, or
the Participant153s benefit under this Plan wears away, or the Participant153s
benefit under this Plan has been forfeited as hereinafter provided).

1.2.12 Participating Employer.
“Participating Employer” means the Company.

1.2.13 Pension Plan. “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.

1.2.14 Plan. “Plan” means this Target
Corporation SPP III (formerly known as the Target Corporation Supplemental
Pension Plan III).

1.2.15 Plan Administrator. “Plan
Administrator” means the Company or, if affirmatively designated by the Company,
some other individual or committee.

1.2.16 Plan Rules. “Plan Rules” are rules,
policies, practices or procedures adopted by the Plan Administrator or its
delegate pursuant to Section 9.1.5.

1.2.17 Plan Statement. “Plan Statement”
means this document entitled “Target Corporation SPP III (2010 Plan Statement),”
as adopted by the Company, effective as of January 13, 2010, as the same may be
amended from time to time.

1.2.18 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.

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(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.

1.2.19 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.

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SECTION 2

PARTICIPATION

2.1 Eligibility. An Employee who is an
Officer previously designated as eligible to participate in this Plan by the
Chief Executive Officer of the Company prior to November 8, 2000 is eligible to
participate in this Plan on and after the date he:

(a) is an active participant in the Pension Plan; and

(b) has attained the age of 55.

2.2 Termination of Participation. Except
as otherwise specifically provided in this Plan, an Employee who ceases to
satisfy the requirements of Section 2.1 or whose benefit is transferred to the
Officer EDCP pursuant to Section 5.2 is not eligible to continue to participate
in this Plan, and will not accrue any additional benefits under this Plan. The
Participant153s benefit under this Plan will continue to be governed by the terms
of this Plan until such time as the Participant153s benefit is transferred, wears
away, or is forfeited in accordance with the terms of this Plan. A Participant
or Beneficiary will cease to be such as of the date on which his entire benefit
under this Plan has been transferred, wears away, or forfeited.

2.3 Rehire. A Participant under this Plan
who incurs a Termination of Employment and is rehired will not be eligible to
participate in this Plan.

2.4 Effect on Employment.

2.4.1 Not a Term of Employment. Neither
the terms of this Plan Statement nor the benefits under this Plan or the
continuance thereof shall be a term of the employment of any Employee.

2.4.2 Not an Employment Contract. The 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 without regard to the effect that such
treatment might have upon him as a Participant in this Plan.

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SECTION 3

BENEFIT : TRADITIONAL FINAL AVERAGE PAY
FORMULA

3.1 Amount of Pension.

3.1.1 General Rule. A Participant of
this Plan shall be entitled to a pension benefit under this Plan that is the
Actuarial Equivalent of the excess, if any, of:

(a) The pension benefit of the Participant as determined under
Article VI of the Pension Plan applied:

(i) without regard to the maximum benefit limits imposed by Code
section 415,

(ii) without regard to the maximum compensation limits imposed by
Code section 401(a)(17),

(iii) without regard to the alternative benefit formula of Sections
4.6(a)(3) and 4.6(b)(2) of the Pension Plan,

(iv) as if the definition of “certified earnings” 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, and

(v) for purposes of the early reduction factors used under the
Pension Plan, as if the Participant was five years older than his actual age
(but in no case shall the Participant153s age be deemed to be greater than age
65).

Over

(b) The pension benefit of the Participant as determined under
Article VI of the Pension Plan applied:

(i) without regard to the maximum benefit limits imposed by Code
section 415,

(ii) without regard to the maximum compensation limits imposed by
Code section 401(a)(17),

(iii) without regard to the alternative benefit formula of Sections
4.6(a)(3) and 4.6(b)(2) of the Pension Plan, and

(iv) as if the definition of “certified earnings” 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.

Such benefit will be determined as of the date of transfer as provided in
Section 5.

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3.1.2 Death Benefit. Subject to the
vesting requirements of Section 4, if a Participant dies prior to a transfer of
his benefit under this Section 3, the death benefit to be transferred pursuant
to Section 5 will be calculated in the same manner as the Participant153s benefit
under this Section 3, and for purposes of Section 3.1.1, as if the Participant
were alive and entitled to a benefit under the Pension Plan and the Officer EDCP
as of his date of death.

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SECTION 4
VESTING

4.1 General Rule. A Participant will be
vested in his benefit under this Plan, unless:

(a) The Participant incurs a Termination of
Employment as defined in Section 1.2.18(a) prior to attaining age 55, or

(b) The Participant is entitled to payments
under an income continuation plan or policy of an Affiliate.

4.2 Transfers to Officer EDCP. A
Participant whose benefit under this Plan is transferred to the Officer EDCP
pursuant to Section 5 will no longer have any rights under this Plan effective
as of the date of such transfer.

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SECTION 5
TRANSFERS

5.1 Benefit Distributions.

5.1.1 Benefit Transfer to Officer EDCP.
No benefits accrued under this Plan will be paid directly to
Participants or Beneficiaries. All vested benefits due under this Plan, as
determined under Section 3, will be transferred to the Officer EDCP, and paid to
the Participant or Beneficiary pursuant to the terms of the Officer EDCP.

5.1.2 Form and Timing of Benefit Distribution.
Benefits earned under this Plan will be paid in the form of twenty-four
(24) monthly installment payments commencing within 60 days following the date
that the Participant incurs a Termination of Employment. Any benefits earned
under this Plan will be transferred to the Officer EDCP and subject to the
distribution terms of the Officer EDCP, including any provisions regarding the
acceleration or delay of distribution (to the extent allowed under Code section
409A).

5.2 Transfers to Officer EDCP. A
Participant153s vested benefit under this Plan will be transferred to the Officer
EDCP as provided below:

5.2.1 Timing of Benefit Transfer.

(a) On or about the last business day prior
to the end of the Company153s fiscal year immediately following the calendar year
in which a Participant is first eligible for a benefit under this Plan, a
Participant will have his or her benefit determined under this Plan and
transferred to the Officer EDCP. The transfer will be an amount equal to the
actuarial lump sum present value of the Participant153s benefit accrued under this
Plan.

(b) Notwithstanding the foregoing, in the
case of a Termination of Employment as defined under Section 1.2.18(a) or a Plan
termination on account of a Change-in-Control under Section 7.3.2 prior to the
date in Section 5.2.1(a), the transfer will be made within 60 days following
such event.

5.2.2 Benefit to Be Transferred. The
benefit transferred to the Officer EDCP is the vested benefit accrued under this
Plan and determined at the time of transfer to the Officer EDCP provided in
Section 5.2.1. The transfer to the Officer EDCP will not change the payment
form, payment timing, or vested status of the benefit determined under this
Plan. After the transfer to the Officer EDCP, the benefit will thereafter be
subject to the terms of the Officer EDCP, including the acceleration or delay of
distributions permitted thereunder.

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SECTION 6
NATURE OF INTEREST

6.1 Unfunded Obligation. The obligation of
the Participating Employers to provide benefits pursuant to this Plan
constitutes only the unsecured (but legally enforceable) promise of the
Participating Employers to provide such benefits. 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.

6.2 Spendthrift Provision. Except as
otherwise provided in this Section 6.2, no Participant or Beneficiary shall have
any interest in any benefit 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. This Section 6.2 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.

6.3 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.

(a) Any portion of the Participant153s benefit resulting from the
receipt of 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 benefit under this Plan.

(b) If a Participant (or his or her Beneficiary) is entitled to
receive a distribution under this Plan and the Participant 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 the Beneficiary153s) taxable distribution, net of state, federal
or foreign tax withholding, to satisfy such claim.

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SECTION 7

ADOPTION, AMENDMENT AND TERMINATION

7.1 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 the Plan.

7.2 Amendment.

7.2.1 General Rule. The Board may at any
time amend this 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 this Plan; provided, unless such amendment is necessary or reasonable
to comply with any changes in law, no amendment shall be effective to decrease
the benefits, nature or timing thereof payable under this Plan to any
Participant with respect to deferrals made (and benefits thereafter accruing)
prior to the date of such amendment. The Committee is authorized to make any
amendments to this Plan Statement deemed necessary or desirable by the Committee
for the operation and administration of this Plan provided such amendment does
not have a material financial impact on the Company. Such changes will be
considered an Amendment to this Plan and shall be effective without further
action by the Board. Written notice of any amendment shall be given to each
Participant then participating in this Plan.

7.2.2 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 of directors 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.

7.2.3 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.

7.3 Termination.

7.3.1 General Rule.

(a) To the extent necessary or reasonable to
comply with any changes in law, the Board may at any time terminate this Plan,
provided such termination 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 this Plan, in whole or in part, as it relates to the impacted
Participant.

7.3.2 Plan Termination on Account of a
Change-in-Control. Upon a Change-in-Control the Plan will terminate
and the transfer of all amounts under the Plan will be accelerated if and to the
extent provided in this Section 7.3.2.

(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 1.2.5(a), and (ii) a funding

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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, transfer of all
amounts under the Plan will be accelerated and distributed under the Officer
EDCP.

(ii) If the Change-in-Control does not
qualify as a “change in control event” for purposes of Code section 409A,
transfer of all amounts under the Plan will be accelerated and distributed under
the Officer EDCP.

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SECTION 8
CLAIM PROCEDURES

8.1 Claim Procedures. 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 the Plan. An application for a
distribution or withdrawal shall be considered as a claim for the purposes of
this Section.

8.1.1 Initial Claim. An individual may,
subject to any applicable deadline, file with the Plan Administrator a written
claim for benefits under the 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.

8.1.2 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
determination,

(b) references to the specific provisions of
the 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.

8.1.3 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.

8.1.4 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.

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(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.

8.1.5 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
the 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).

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8.2 Rules and Regulations.

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

8.2.2 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 relevant to the claimant153s claim for
benefits.

(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 so 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.

8.3 Limitations and Exhaustion.

8.3.1 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

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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.

8.3.2 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.

8.3.3 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.

8.3.4 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.

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SECTION 9
PLAN ADMINISTRATION

9.1 Plan Administration.

9.1.1 Administrator. The Company is the
“administrator” of the Plan for purposes of 3(16)(A) of ERISA. Except as
expressly otherwise provided herein, the Company shall control and manage the
operation and administration of the Plan and make all decisions and
determinations.

9.1.2 Authority and Delegation. Except in
cases where the Plan expressly requires action on behalf of the Company to be
taken by the Board, action on behalf of the Company may be taken by any of the
following:

(a) The Board.

(b) The Chief Executive Officer of the
Company.

(c) The senior Vice President of Human
Resources of the Company.

(d) Any person or persons, natural or
otherwise, or committee, to whom responsibilities for the operation and
administration of the Plan are delegated by the Company, by resolution of the
Board or by written instrument executed by the Chief Executive Officer or the
senior Vice President of Human Resources of the Company and filed with its
permanent records, provided action of such person or persons or committee shall
be within the scope of said delegation.

9.1.3 Determinations. 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 the 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.

9.1.4 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.

9.1.5 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.

9.2 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 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.

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9.3 Committee Membership and Authority.

9.3.1 Appointment. The Company may, in its
discretion, appoint a committee to act as agent of the Company in performing the
duties of the Plan Administrator.

9.3.2 Membership and Authority. The
committee will consist of three or more persons appointed by the Board and shall
be subject to the following:

(a) The committee shall act by a majority of
its then members by meeting or by writing filed without meeting.

(b) A committee member may resign at any time
by giving ten days153 advance written notice to the Company and the other
committee members. The Board may remove a committee member by giving advance
written notice to him or her and the other committee members.

(c) The Board may fill any vacancy in the
membership of the committee and shall give prompt written notice thereof to the
other committee members. While there is a vacancy in the membership of the
committee, the remaining committee members shall have the same powers as the
full committee until the vacancy is filled.

(d) A certificate of either the secretary to
the committee or a majority of the members of the committee that the committee
has taken or authorized any action will be conclusive in favor of any person
relying on the certificate.

9.4 Service of Process. In the absence of
any designation to the contrary by the Plan Administrator, the General Counsel
of the Plan Administrator 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.

9.5 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.

9.6 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.

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

9.8 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 Company or trustee. The
Company shall have power to cause such equitable adjustments to be made to
correct for such errors as the Company, in its sole discretion, considers
appropriate. Such adjustments shall be final and binding on all persons.

9.9 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

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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 the 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.

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

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SECTION 10

CONSTRUCTION

10.1 ERISA Status. The 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. The Plan shall be interpreted
and administered accordingly.

10.2 IRC Status. The 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 the Plan will be
construed and administered in a manner that is consistent with and gives effect
to such intention.

10.3 Rules of Document Construction. In
the event any provision of the Plan Statement is held invalid, void or
unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of the Plan. The titles given to the various
Sections of the Plan Statement are inserted for convenience of reference only
and are not part of the Plan Statement, and they shall not be considered in
determining the scope, purpose, meaning or intent of any provision hereof. The
provisions of the 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.

10.4 References to Laws.
Any reference in the 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.

10.5 Appendices. 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 the Plan
Statement. In the event of a conflict between the terms of a Plan Statement
appendix and the terms of the remainder of the Plan Statement, the terms of the
Plan Statement appendix control.

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