Supplemental Pension Plan II – Target Corp.

TARGET CORPORATION

SPP II

(2011 Plan Statement)

Effective June 8, 2011

As Amended and Restated

TARGET CORPORATION

SPP II

(2011 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	3
1.2.7 [Intentionally left blank.]	3
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 SPP V	3
1.2.19 Termination of Employment	3
1.2.20 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	7
3.1 Amount of Pension	7
3.2 Rehire	8

SECTION 4 BENEFIT : PERSONAL PENSION ACCOUNT	9
4.1 Amount of Pension	9
4.2 Rehire	10

SECTION 5 VESTING	11
5.1 General Rule	11
5.2 Rehire	11
5.3 Transfers to Officer EDCP	11

SECTION 6 TRANSFERS	12
6.1 Benefit Distributions	12
6.2 Transfers to Officer EDCP	12

SECTION 7 NATURE OF INTEREST	13
7.1 Unfunded Obligation	13
7.2 Spendthrift Provision	13
7.3 Compensation Recovery (Recoupment)	13

SECTION 8 ADOPTION, AMENDMENT AND TERMINATION	14
8.1 Adoption	14
8.2 Amendment	14
8.3 Termination	14

SECTION 9 CLAIM PROCEDURES	16
9.1 Claim Procedures	16
9.2 Rules and Regulations	18
9.3 Limitations and Exhaustion	18

SECTION 10 PLAN ADMINISTRATION	20
10.1 Plan Administration	20
10.2 Conflict of Interest	20
10.3 Service of Process	21
10.4 Choice of Law	21
10.5 Responsibility for Delegate	21
10.6 Expenses	21
10.7 Errors in Computations	21
10.8 Indemnification	21
10.9 Notice	21

SECTION 11 CONSTRUCTION	22
11.1 ERISA Status	22
11.2 IRC Status	22
11.3 Rules of Document Construction	22
11.4 References to Laws	22
11.5 Appendices	22

SECTION 1
INTRODUCTION; DEFINITIONS

1.1 History. The Company originally established
this Plan (formerly known as the Target Corporation Supplemental Pension Plan
II) effective as of January 1, 1995. The Plan is a non-qualified, unfunded plan
intended to replace 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 provides
retirement benefits not provided under the Pension Plan as a result of deferrals
into the Officer EDCP. 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. Since the effective date of this Plan, upon a Participant becoming an
Officer of the Company, the benefit due under the Target Corporation SPP V is
transferred to this Plan. Effective April 30, 2002, for all Officers who were
vested in the benefit under this Plan, 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 was amended to incorporate the Company153s recoupment policy, is effective as
of 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 and modification of the Change in Control definition, is
effective as of June 8, 2011.

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 Plan
Administrator 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. “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 1.2.5(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 1.2.5:

“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.

1.2.6 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 [Intentionally left blank.]

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

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 II (formerly known as the Target Corporation Supplemental Pension Plan II).

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

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

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

1.2.18 SPP V. “SPP V” means the Target Corporation SPP
V.

1.2.19 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.

1.2.20 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.

SECTION 2

PARTICIPATION

2.1 Eligibility.

2.1.1 General Requirements. An Employee is eligible
to participate in this Plan on and after the date he or she:

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

(b) is an Officer.

2.1.2 Applicable Benefit Formula. A Participant153s
benefit under this Plan will be determined based on the applicable benefit
formula under the Pension Plan.

(a) A Participant with a Pension Plan
benefit determined solely by the traditional final average pay formula will have
his or her benefit under this Plan determined pursuant to Section 3.

(b) A Participant with a Pension Plan benefit
determined solely by the personal pension account formula will have his or her
benefit under this Plan determined pursuant to Section 4.

(c) A Participant with a Pension Plan
benefit determined in part by the traditional final average pay formula and in
part by the personal pension account formula will have his or her benefit under
this Plan determined pursuant to Section 3 with respect to the period earning a
traditional final average pay benefit under the Pension Plan, and Section 4 with
respect to the period earning a personal pension account benefit under the
Pension Plan.

2.2 Termination of Participation. Except as
otherwise specifically provided in this Plan or by the Plan Administrator, an
Employee who ceases to satisfy the requirements of Section 2.1.1 or whose
benefit is transferred to the Officer EDCP pursuant to Section 6.2 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 or her entire benefit under this Plan has been
transferred, wears away, or forfeited.

2.3 Rehire. A Participant with a vested benefit
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 or her without regard to the effect that such treatment might have
upon him or her as a Participant in this Plan.

SECTION 3

BENEFIT : TRADITIONAL FINAL AVERAGE PAY
FORMULA

3.1 Amount of Pension.

3.1.1 General Rule. A Participant of this Plan
whose benefit under the Pension Plan is determined all or in part by the
traditional final average pay formula, shall be entitled to a pension benefit
determined under this Plan that is the Actuarial Equivalent of the sum of:

(a) The monthly pension benefit of the
Participant transferred to this Plan as determined under Section 3 of SPP V, and

(b) The excess, if any, of:

(i) The monthly pension benefit of the
Participant as determined under the Pension Plan, based on the “traditional
formula” (Article VI of the Pension Plan) if such formula were applied:

(A) without regard to the maximum benefit limits
imposed by Code section 415;

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

(D) 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.

Over

(ii) The sum of:

(A) The monthly pension benefit of the
Participant as determined under the Pension Plan, based on the “traditional
formula” (Article VI of the Pension Plan);

(B) The pension benefit of the Participant
transferred to this Plan as determined under Section 3 of SPP V, and

Such benefit will be determined as of the date of transfer as provided in
Section 6. Further, such benefit will be determined without regard to any
compensation the

Participant accrues for any period following the Participant153s Termination of
Employment.

3.1.2 Death Benefit. If a Participant dies prior to
receiving a transfer of his or her benefit determined under this Section 3, the
death benefit to be transferred pursuant to Section 6 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, the SPP V, and the SPP I as of his or her date of death.

3.2 Rehire. If a Participant or former Participant
is rehired and eligible to participate in this Plan, then a Participant153s
service prior to reemployment will be considered for benefit purposes only to
the extent such service would be recognized for benefit purposes under the
traditional final average pay formula of the Pension Plan.

SECTION 4

BENEFIT : PERSONAL PENSION ACCOUNT

4.1 Amount of Pension.

4.1.1 General Rule. A Participant of this Plan
whose benefit under the Pension Plan is determined all or in part by the
personal pension account formula, shall be entitled to a pension benefit under
this Plan that is the Actuarial Equivalent of the sum of:

(a) The pension benefit of the Participant
transferred to this Plan as determined under Section 4 of SPP V, and

(b) the excess, if any, of:

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

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

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

(C) 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.

Over

(ii) The sum of:

(A) The amount of the credits actually made to
the Participant153s personal pension account under the Pension Plan;

(B) The pension benefit of the Participant
transferred to this Plan as determined under Section 4 of SPP V; and

Such benefit will be determined as of the date of transfer as provided in
Section 6. Further, such benefit will be determined without regard to any
compensation the Participant accrues for any period following the Participant153s
Termination of Employment.

4.1.2 Death Benefit. If a Participant dies prior to
receiving a transfer of his or her benefit determined under this Section 4, the
death benefit to be transferred pursuant to Section 6 will be calculated in the
same manner as the Participant153s benefit under this Section 4.

4.2 Rehire. If a Participant or former Participant
is rehired and eligible to participate in this Plan, then a Participant153s
service prior to reemployment will be considered for benefit purposes only to
the extent such service would be recognized for benefit purposes under the
personal pension account formula of the Pension Plan.

SECTION 5

VESTING

5.1 General Rule. A Participant will be vested in
his or her benefit under this Plan to the extent he or she is vested in their
benefit under the Pension Plan.

5.2 Rehire. A Participant153s service prior to
reemployment will be considered for vesting purposes only to the extent such
service would be recognized for vesting purposes under the Pension Plan.

5.3 Transfers to Officer EDCP. A Participant whose
benefit under this Plan is transferred to the Officer EDCP pursuant to Section 6
will no longer have any rights under this Plan effective as of the date of such
transfer.

SECTION 6

TRANSFERS

6.1 Benefit Distributions.

6.1.1 Benefit Transfer to Officer EDCP. No benefits
transferred to this Plan from SPP V or benefits accrued and determined under
this Plan will be paid directly to Participants. All vested benefits due under
this Plan, as determined under Section 3 and Section 4, will be transferred to
the Officer EDCP, and paid to the Participant or Beneficiary pursuant to the
terms of the Officer EDCP.

6.1.2 Form and Timing of Benefit Distribution.
Benefits earned under this Plan will be deemed to have a distribution form and
timing of an Actuarial Equivalent single lump payment of the vested benefit
determined under Sections 3 and 4, as applicable, within 60 days following the
one-year anniversary of the date that the Participant incurs a Termination of
Employment. Any benefits earned under this Plan will be 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).

6.1.3 Transfers from SPP V. Benefits transferred to
this Plan from SPP V will have the distribution timing, form, and rights as
provided under SPP V, but upon transfer will be 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).

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

6.2.1 Timing of Benefit Transfer.

(a) On or about the April 30 (or the
immediately preceding business day) immediately following the calendar year in
which a Participant is first eligible to participate in this Plan and has a
vested benefit, a Participant will have his or her vested benefit that is
determined under this Plan transferred to the Officer EDCP. The transfer will
be an amount equal to the actuarial lump sum present value on March 31 (or the
immediately preceding business day) for the Participant153s SPP Benefit accrued
through the preceding December 31. 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.

(b) Notwithstanding the foregoing, in the
case of a Termination of Employment as defined under Section 1.2.19(a) or a Plan
termination upon a Change-in-Control under Section 8.3.2 prior to the date in
Section 6.2.1(a), the transfer will be made within 60 days following such event.

6.2.2 Benefit to Be Transferred. The benefit
transferred to the Officer EDCP is the vested benefit accrued and determined
under this Plan at the time of transfer to the Officer EDCP provided in
Section 6.2.1. 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 be subject to
the terms of the Officer EDCP, including the acceleration or delay of
distributions permitted thereunder.

SECTION 7

NATURE OF INTEREST

7.1 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.

7.2 Spendthrift Provision. Except
as otherwise provided in this Section 7.2, 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 7.2 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.

7.3 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.

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 the 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.

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 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.

8.3.2 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 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 1.2.5, 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, 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.

SECTION 9

CLAIM PROCEDURES

9.1 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.

9.1.1 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.

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
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.

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
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).

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 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.

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 and Benefits (or any successor thereto) is the
“administrator” of the Plan for purposes of 3(16)(A) of ERISA. Except as
otherwise expressly provided herein, the Plan Administrator shall control and
manage the operation and administration of the 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 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. 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 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.

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. 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.

11.2 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.

11.3 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.

11.4 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.

11.5 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
an appendix and the terms of the remainder of the Plan Statement, the terms of
the appendix control.

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