Target Long Term Incentive Plan

TARGET CORPORATION

LONG-TERM INCENTIVE PLAN

(As amended and restated on May 28, 2009)

ARTICLE I

ESTABLISHMENT OF THE PLAN

1.1 PLAN NAME. This plan is known as the “Target Corporation
Long-Term Incentive Plan” (hereinafter called the “Plan”).

1.2 PURPOSE. The purpose of the Plan is to advance the performance
and long-term growth of the Company by offering long-term incentives to
directors and employees of the Company and its Subsidiaries and such other
Participants who the Plan Committee determines will contribute to such
performance and growth inuring to the benefit of the shareholders of the
Company. This Plan is also intended to facilitate recruiting and retaining
personnel of outstanding ability.

ARTICLE II

DEFINITIONS

2.1 AWARD. An “Award” is a grant of Stock Options, Stock
Appreciation Rights, Dividend Equivalents, Performance Awards, Restricted Stock
or Restricted Stock Units under the Plan.

2.2 BOARD. The “Board” is the Board of Directors of the Company.

2.3 CASH PROCEEDS. “Cash Proceeds” means the cash actually
received by the Company for the purchase price payable upon exercise of a Stock
Option plus the maximum tax benefit that could be realized by the Company as a
result of the exercise of such Stock Options, which tax benefit shall be
determined by multiplying (a) the amount that is deductible as a result of any
such Stock Option exercise (currently equal to the amount upon which the
Participant153s tax withholding obligation is calculated), times (b) the maximum
federal corporate income tax rate for the year of exercise. To the extent a
Participant pays the exercise price and/or withholding taxes with shares, Cash
Proceeds shall not be calculated with respect to the amounts so paid.

2.4 CHANGE IN CONTROL. A “Change in Control” shall be deemed to
have occurred if:

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

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

(ii) 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

(b) 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 Section 2.4(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
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

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

For purposes of this Section 2.4, “Voting Stock” has the same meaning as
defined in Article IV of the Restated Articles of Incorporation, as amended, of
the Company.

2.5 CODE. The “Code” is the Internal Revenue Code of 1986, as
amended, and rules and regulations thereunder, as now in force or as hereafter
amended.

2.6 COMPANY. The “Company” is Target Corporation, a Minnesota
corporation, and any successor thereof.

2.7 COMMON STOCK. “Common Stock” is the common stock, $.0833 par
value per share (as such par value may be adjusted from time to time) of the
Company.

2.8 DATE OF GRANT. The “Date of Grant” of an Award is the date
designated in the resolution by the Plan Committee as the date of an Award,
which shall not be earlier than the date of the resolution and action thereon by
the Plan Committee. In the absence of a designated date or a fixed method of
computing such date being specifically set forth in the Plan Committee153s
resolution, then the Date of Grant shall be the date of the Plan Committee153s
resolution or action.

2.9 DIVIDEND EQUIVALENT. A “Dividend Equivalent” is a right to
receive an amount equal to the regular cash dividend paid on one share of Common
Stock. Dividend Equivalents may only be granted in connection with the grant of
an Award that is based on but does not consist of shares of Common Stock
(whether or not restricted). The number of Dividend Equivalents so granted
shall not exceed the number of related stock-based rights. (For example, the
number of Dividend Equivalents granted in connection with a grant of Stock
Appreciation Rights may equal the number of such Stock Appreciation Rights, even
though the number of shares actually paid upon exercise of those Stock
Appreciation Rights necessarily will be less than the number of Stock
Appreciation Rights and Dividend Equivalents granted.) Dividend Equivalents
shall be subject to such terms and conditions as may be established by the Plan
Committee, but they shall expire no later than the date on which their related
stock-based rights are either exercised, expire or are forfeited (whichever
occurs first). The amounts payable due to a grant of Dividend Equivalents may
be paid in cash, either currently or deferred, or converted into shares of
Common Stock, as determined by the Plan Committee.

2.10 EXCHANGE ACT. The “Exchange Act” is the Securities Exchange Act
of 1934, as amended, and rules and regulations thereunder, as now in force or as
hereafter amended.

2.11 FAIR MARKET VALUE.

(a) Solely for purposes of determining the exercise price of a
Stock Option or Stock Appreciation Right, “Fair Market Value” of a share of
Common Stock on any date is the Volume Weighted Average Price for such stock as
reported for such stock by Bloomberg L.P. on such date, or in the absence of
such report the Volume Weighted Average Price for such stock as reported for
such stock by the New York Stock Exchange on such date or, if no sale has been
recorded by Bloomberg L.P. or the New York Stock

Exchange on such date, then on the last preceding date on which any such sale
shall have been made in the order of primacy indicated above.

(b) For all other purposes of the Plan, “Fair Market Value” of a
share of Common Stock shall be the amount determined by the Company using such
criteria as it shall determine, in its sole discretion, to be appropriate for
valuation.

2.12 INCENTIVE STOCK OPTIONS. An “Incentive Stock Option” is a Stock
Option that is intended to qualify as an “incentive stock option” under
Section 422 of the Code.

2.13 NON-QUALIFIED OPTIONS. A “Non-Qualified Option” is a Stock
Option that is not intended to qualify as an “incentive stock option” under
Section 422 of the Code.

2.14 PARTICIPANT. A “Participant” is a person who has been
designated as such by the Plan Committee and granted an Award under this Plan
pursuant to Article III hereof.

2.15 PERFORMANCE GOALS. “Performance Goals” are the performance
conditions, if any, established pursuant to Section 4.1 hereof by the Plan
Committee in connection with an Award.

2.16 PERFORMANCE PERIOD. The “Performance Period” with respect to a
Performance Award is a period of not less than one calendar year or one fiscal
year of the Company, beginning not earlier than the year in which such
Performance Award is granted, which may be referred to herein and by the Plan
Committee by use of the calendar or fiscal year in which a particular
Performance Period commences.

2.17 PERFORMANCE AWARD. A “Performance Award” is any of: a number of
shares of Common Stock subject to Performance Goals (“Performance Shares”), a
right to receive a number of shares of Common Stock subject to Performance Goals
(“Performance Share Units”), or a cash amount subject to Performance Goals
(“Performance Units”), determined (in all cases) in accordance with Article IV
of this Plan based on the extent to which the applicable Performance Goals are
achieved. A Performance Award shall be of no value to a Participant unless and
until earned in accordance with Article IV hereof.

2.18 PLAN COMMITTEE. The “Plan Committee” is the committee described
in Section 8.1 hereof.

2.19 PLAN YEAR. The “Plan Year” shall be a fiscal year of the
Company falling within the term of this Plan.

2.20 RESTRICTED STOCK. “Restricted Stock” is Common Stock granted
subject to terms and conditions, including a risk of forfeiture, established by
the Plan Committee pursuant to Article VI of this Plan.

2.21 RESTRICTED STOCK UNIT. A “Restricted Stock Unit” is a right to
receive one share of Common Stock at a future date that has been granted subject
to terms and conditions, including a risk of forfeiture, established by the Plan
Committee pursuant to Article VI of this Plan.

2.22 STOCK APPRECIATION RIGHT. A “Stock Appreciation Right” is a
right to receive, upon exercise of that right, an amount, which may be paid in
cash, shares of Common Stock or a combination thereof in the discretion of the
Plan Committee, equal to the difference between the Fair Market Value of one
share of Common Stock as of the date of exercise and the exercise price for that
right as determined by the Plan Committee on or before the Date of Grant. Stock
Appreciation Rights may be granted in tandem with Stock Options or other Awards
or may be freestanding.

2.23 STOCK OPTION. A “Stock Option” is a right to purchase from the
Company at any time not more than ten years following the Date of Grant, one
share of Common Stock for an exercise price not less than the Fair Market Value
of a share of Common Stock on the Date of Grant, subject to such terms and
conditions established pursuant to Article V hereof. Stock Options may be
either Non-Qualified Options or Incentive Stock Options.

2.24 SUBSIDIARY CORPORATION. The terms “Subsidiary” or “Subsidiary
Corporation” mean any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company, in which each of the corporations
other than the last corporation in the unbroken chain owns stock possessing
fifty percent or more of the total combined voting power of all classes of stock
in one of the other corporations in such chain as determined at the point in
time when reference is made to such “Subsidiary” or “Subsidiary Corporation” in
this Plan.

ARTICLE III

GRANTING OF AWARDS TO PARTICIPANTS

3.1 ELIGIBLE PARTICIPANTS. Awards may be granted by the Plan
Committee to any employee of the Company or a Subsidiary Corporation, including
any employee who is also a director of the Company or a Subsidiary Corporation.
Awards other than grants of Incentive Stock Options may also be granted to (a) a
director of the Company who is not an employee of the Company or a Subsidiary
Corporation and (b) any individual or entity, other than an employee, who
provides services to the Company or a Subsidiary Corporation in the capacity of
an advisor or consultant. References in this Plan to “employment” and similar
terms (except “employee”) shall include the providing of services in the
capacity of a director, advisor or consultant, and references to termination of
employment shall mean termination of the relationship (employee, director,
advisor or consultant) under which the Award was granted, even if the person

continues in another relationship. A person who has been engaged by the
Company for employment shall be eligible for Awards other than Incentive Stock
Options, provided such person actually reports for and commences such employment
within 90 days after the Date of Grant. Incentive Stock Options may be granted
only to individuals who are employees on the Date of Grant.

3.2 DESIGNATION OF PARTICIPANTS. At any time and from time to time
during the Plan Year, the Plan Committee may designate the employees of the
Company and its Subsidiaries and other Participants eligible for Awards.

3.3 ALLOCATION OF AWARDS. Contemporaneously with the designation
of a Participant pursuant to Section 3.2 hereof, the Plan Committee shall
determine the size, type and Date of Grant for each Award, taking into
consideration such factors as it deems relevant, which may include the
following:

(a) the total number of shares of Common Stock available for Awards
under the Plan;

(b) the work assignment or the position of the Participant and its
sensitivity and/or impact in relationship to the profitability and growth of the
Company and its Subsidiaries; and

The Plan Committee may grant a Participant only one type of Award or it may
grant any combination of Awards in whatever relationship one to the other, if
any, as the Plan Committee in its discretion so determines.

3.4 NOTIFICATION TO PARTICIPANTS AND DELIVERY OF DOCUMENTS. As
soon as practicable after such determinations have been made, each Participant
shall be notified of (a) his/her designation as a Participant, (b) the Date of
Grant, (c) the number and type of Awards granted to the Participant, (d) in the
case of Performance Awards, the Performance Period and Performance Goals, and
(e) in the case of Restricted Stock or Restricted Stock Units, the Restriction
Period. The Participant shall thereafter be supplied with written evidence of
any such Awards.

ARTICLE IV

PERFORMANCE AWARDS

4.1 ESTABLISHMENT OF PERFORMANCE GOALS. Performance Goals
applicable to a Performance Award shall be established by the Plan Committee in
its absolute discretion on or before the Date of Grant and not more than a
reasonable period of time after the beginning of the relevant Performance
Period. Such Performance Goals may include or be based upon any one or more of
the following criteria: net sales; comparable store sales; total revenue; gross
margin rate; selling, general and administrative expense rate; earnings before
interest, taxes, depreciation and

amortization; earnings before interest and taxes; earnings before taxes; net
earnings; earnings per share; Target Corporation share price; total shareholder
return; return on equity; return on sales; return on assets; return on invested
capital; cash flow return on investment; economic value added; credit card
segment profitability; credit card segment pre-tax return on invested capital;
credit card spread to LIBOR; operating cash flow; free cash flow; working
capital; interest coverage; net debt to earnings before interest, taxes,
depreciation, amortization and rent expense ratio; debt leverage; and total net
debt. Performance Goals may be absolute in their terms or be measured against
or in relationship to the performance of other companies or indices, whether
comparably, similarly or otherwise situated to the Company. Performance Goals
may be based on the Company153s consolidated results or the results of any segment
or other subset of the Company153s business, and may be calculated in accordance
with generally accepted accounting principles or any other management accounting
principle. At any time prior to distribution of a Performance Award, the Plan
Committee may, in its sole discretion, modify the Performance Goals applicable
to such Performance Award if it determines that unforeseen events have occurred
which have had a substantial effect on the Performance Goals and such unforeseen
events would otherwise make application of the original Performance Goals
unfair; provided, however, that no such change or modification may be made to
the extent it increases the amount of compensation payable to any Participant
who is a “covered employee” within the meaning of Code Section 162(m).

4.2 LEVELS OF PERFORMANCE REQUIRED TO EARN PERFORMANCE AWARDS. At
or about the same time that Performance Goals are established for a specific
period, the Plan Committee shall in its absolute discretion establish the
percentage of the Performance Awards granted for such Performance Period which
shall be earned by the Participant for various levels of performance measured in
relation to achievement of Performance Goals for such Performance Period.

4.3 OTHER RESTRICTIONS. The Plan Committee shall determine the
terms and conditions applicable to any Performance Award, which may include
restrictions on the delivery of Common Stock payable in connection with the
Performance Award and restrictions that could result in the future forfeiture of
all or part of any Common Stock earned. The Plan Committee may provide that
shares of Common Stock issued in connection with a Performance Award be held in
escrow and/or legended.

4.4 NOTIFICATION TO PARTICIPANTS. Promptly after the Plan
Committee has established or modified the Performance Goals with respect to a
Performance Award, the Participant shall be provided with written notice of the
Performance Goals so established or modified.

4.5 MEASUREMENT OF PERFORMANCE AGAINST PERFORMANCE GOALS. The Plan
Committee shall, as soon as practicable after the close of a Performance Period,
determine:

(a) the extent to which the Performance Goals for such Performance
Period have been achieved; and

(b) the percentage of the Performance Awards earned as a result.

Notwithstanding the foregoing, if and to the extent the applicable
Performance Award agreement permits, the Plan Committee may, in its sole
discretion, reduce the percentage of any Performance Award otherwise determined
for a Performance Period, and such reduced percentage shall be the amount earned
by the Participant. All determinations of the Plan Committee shall be absolute
and final as to the facts and conclusions therein made and be binding on all
parties. Promptly after the Plan Committee has made the foregoing determination,
each Participant who has earned Performance Awards shall be notified, in writing
thereof. For all purposes of this Plan, notice shall be deemed to have been
given the date action is taken by the Plan Committee making the determination.
Participants may not sell, transfer, pledge, exchange, hypothecate or otherwise
dispose of all or any portion of their Performance Awards during the Performance
Period, except that Performance Awards may be transferable by assignment by a
Participant to the extent provided in the applicable Performance Award
agreement.

4.6 TREATMENT OF PERFORMANCE AWARDS EARNED. Upon the Plan
Committee153s determination that a percentage of any Performance Awards have been
earned for a Performance Period, Participants to whom such earned Performance
Awards have been granted and who have been (or were) in the employ of the
Company or a Subsidiary thereof continuously from the Date of Grant, subject to
the exceptions set forth at Section 4.9 and Section 4.10 hereof, shall be
entitled, subject to the other conditions of this Plan, to payment in accordance
with the terms and conditions of their Performance Awards. Such terms and
conditions may permit or require that any applicable tax withholding be deducted
from the amount payable. Performance Awards shall under no circumstances become
earned or have any value whatsoever for any Participant who is not in the employ
of the Company or its Subsidiaries continuously during the entire Performance
Period for which such Performance Award was granted, except as provided at
Section 4.9 or Section 4.10 hereof.

4.7 DISTRIBUTION. Distributions payable pursuant to Section 4.6
above shall be made as soon as practicable after the Plan Committee determines
the Performance Awards have been earned unless the provisions of Section 4.8
hereof are applicable to a Participant.

4.8 DEFERRAL OF RECEIPT OF PERFORMANCE AWARD DISTRIBUTIONS. With
the consent of the Plan Committee, a Participant who has been granted a
Performance Award may by compliance with the then applicable procedures under
the Plan irrevocably elect in writing to defer receipt of all or any part of any
distribution associated with that Performance Award. The terms and conditions
of any such deferral, including but not limited to, the period of time for, and
form of, election; the manner and method of payout; the plan and form in which
the deferred amount shall be held; the interest equivalent or other payment that
shall accrue pending its payout; and

the use and form of Dividend Equivalents in respect of stock-based units
resulting from such deferral, shall be as determined by the Plan Committee. The
Plan Committee may, at any time and from time to time, but prospectively only,
amend, modify, change, suspend or cancel any and all of the rights, procedures,
mechanics and timing parameters relating to such deferrals. An election made
prior to December 31, 2008 to defer receipt of any distribution associated with
a Performance Award relating to Performance Periods ending after December 31,
2004 is subject to the provisions of Appendix A.

4.9 NON-DISQUALIFYING TERMINATION OF EMPLOYMENT. Except for
Section 4.10 hereof, the only exceptions to the requirement of continuous
employment during a Performance Period for Performance Award distribution are
termination of a Participant153s employment by reason of death (in which event the
Performance Award may be transferable by will or the laws of descent and
distribution only to such Participant153s beneficiary designated to receive the
Performance Award or to the Participant153s applicable legal representatives,
heirs or legatees), total and permanent disability, with the consent of the Plan
Committee, normal or late retirement or early retirement, with the consent of
the Plan Committee, or transfer of an executive in a spin-off, with the consent
of the Plan Committee, occurring during the Performance Period applicable to the
subject Performance Award. In such instance a distribution of the Performance
Award shall be made at the end of the Performance Period, and the percentage of
the total Performance Award that would have been earned during the Performance
Period shall be earned and paid out; provided, however, in a spin-off situation
the Plan Committee may set additional conditions, such as, without limiting the
generality of the foregoing, continuous employment with the spin-off entity. If
a Participant153s termination of employment does not meet the criteria set forth
above, but the Participant had at least 15 years of employment with the Company
or a Subsidiary or any combination thereof, the Plan Committee may allow
distribution of the percentage (or a portion thereof) of the total Performance
Award that is earned for the Performance Period, subject to any conditions that
the Plan Committee shall determine.

4.10 CHANGE IN CONTROL. In the event of a Change in Control, the
Performance Period shall be deemed to have ended and a pro rata portion of all
outstanding Performance Awards under the Plan shall be deemed to have been
earned. Specifically, the pro rata amount earned shall be determined by
multiplying 100% of each Performance Award by a fraction, the numerator of which
shall be the number of months that have elapsed in the applicable Performance
Period prior to the Change in Control and the denominator of which shall be the
total number of months in the Performance Period. Distribution of the amount
deemed earned shall be made within ten days after the Change in Control or later
if so provided in the applicable Award agreement, a related deferral election
or, if applicable, Appendix A.

ARTICLE V

STOCK OPTIONS AND

STOCK APPRECIATION RIGHTS

5.1 NON-QUALIFIED OPTION. Non-Qualified Options granted under the
Plan are Stock Options that are not intended to be Incentive Stock Options under
the provisions of Section 422 of the Code. Non-Qualified Options shall be
evidenced by written agreements in such form and not inconsistent with the Plan
as the Plan Committee shall in its sole discretion approve from time to time,
which agreements shall specify the number of shares to which they pertain and
the purchase price of such shares.

5.2 INCENTIVE STOCK OPTION. Incentive Stock Options granted under
the Plan are Stock Options that are intended to be “incentive stock options”
under Section 422 of the Code, and the Plan shall be administered, except with
respect to the right to exercise options after termination of employment, to
qualify Incentive Stock Options issued hereunder as incentive stock options
under Section 422 of the Code. An Incentive Stock Option shall not be granted to
an employee who owns, or is deemed under Section 424(d) of the Code to own,
stock of the Company (or of any parent or Subsidiary of the Company) possessing
more than 10% of the total combined voting power of all classes of stock
therein. The aggregate Fair Market Value (determined as of the time the option
is granted) of the stock with respect to which Incentive Stock Options are
exercisable for the first time by any Participant during any calendar year
(under all incentive stock option plans of the Company or any parent or
Subsidiary of the Company) shall not exceed $100,000. Incentive Stock Options
shall be evidenced by written agreements in such form and not inconsistent with
the Plan as the Plan Committee shall in its sole discretion approve from time to
time, which agreements shall specify the number of shares to which they pertain
and the purchase price of such shares.

5.3 OPTION TERMS. Stock Options granted under this Plan shall be
subject to the following terms and conditions:

(a) Option Period. Each Stock Option shall expire and all
rights to purchase shares thereunder shall cease not more than ten years after
its Date of Grant or on such date prior thereto as may be fixed by the Plan
Committee, or on such other date as is provided by this Plan in the event of
termination of employment, death or reorganization. No Stock Option shall
permit the purchase of any shares thereunder during the first year after its
Date of Grant, except as provided in Section 5.5 hereof or as otherwise
determined by the Plan Committee.

(b) Exercise Price. The purchase price per share payable
upon exercise of a Stock Option shall not be less than the Fair Market Value of
a share of Common Stock on the Date of Grant of the Stock Option.

(c) Transferability and Termination of Options. During the
lifetime of an individual to whom a Stock Option is granted, the Stock Option
may be exercised only by such individual and only while such individual is an
employee of the Company or a Subsidiary and only if the Participant has been
continuously so employed by any one or combination thereof since the Date of
Grant of the Stock Option, provided, however, that if the

employment of such Participant by the Company or a Subsidiary Corporation
terminates, the Stock Option may additionally be exercised as follows, or in any
other manner provided by the Plan Committee, but in no event later than ten
years after the Date of Grant of the Stock Option, except as set forth in
(ii) and (v) below:

(i) If a Participant153s termination of employment occurs by reason
of normal or late retirement under any retirement plan of the Company or its
Subsidiaries, such Participant153s Stock Options may be exercised within five
years after the date of such termination of employment. If a Participant153s
termination of employment occurs by reason of early retirement under any
retirement plan of the Company or its Subsidiaries, or by reason of the transfer
of a Participant in a spin-off, or by reason of total and permanent disability,
as determined by the Plan Committee, without retirement, then such Participant153s
Stock Options shall be exercisable for a period of up to five years after the
date of such termination of employment if the Plan Committee consents to such an
extension. During the extension period, the right to exercise Stock Options, if
any, accruing in installments, shall continue unless the Plan Committee provides
otherwise; provided, however, that if the Stock Options are Incentive Stock
Options all installments shall be immediately exercisable; and provided further,
that the Plan Committee may set additional conditions, such as, without limiting
the generality of the foregoing, an agreement to not provide services to a
competitor of the Company and its Subsidiaries and/or continuous employment with
a spin-off entity.

(ii) If a Participant153s termination of employment occurs by reason
of death, then such Participant153s outstanding Stock Options shall all become
immediately exercisable and may be exercised within five years after the date of
death or the life of the option, whichever is less, but in the case of
Non-Qualified Options in no event less than one year after the date of death,
unless the Plan Committee provides otherwise.

(iii) If a Participant153s termination of employment occurs for any
reason other than as specified in Section 5.3(c)(i) or (ii) hereof, the
Participant has been employed by the Company or a Subsidiary or any combination
for more than 15 years, and if the Plan Committee so approves, then such
Participant153s Stock Options may be exercised within a period of up to five years
after the date of termination of employment. During the extension period, the
right to exercise options, if any, accruing in installments shall continue

unless the Plan Committee provides otherwise; provided, however, the Plan
Committee may set additional conditions.

(iv) If a Participant153s termination of employment occurs for any
reason other than as specified in Section 5.3(c)(i) or (ii) hereof and the Plan
Committee has not approved an extension, then, except as provided below and only
with respect to installments that have as of the date of termination already
accrued, such Participant153s Stock Options may be exercised within ninety days
after the date of such termination of employment except in the case of
Participants who would at the time be subject to the provisions of
Section 16(b) of the Exchange Act, in which instance the period of exercise
shall be two hundred ten days after termination. Notwithstanding the foregoing,
those Participants whose employment is terminated because of deliberate and
serious disloyal or dishonest conduct in the course of employment that justifies
and results in prompt discharge for specific cause under the established
policies and practices of the Company as interpreted by the Plan Committee shall
have no additional period after termination of employment in which to exercise
their options. Examples of such deliberate and serious disloyal or dishonest
conduct would include material unlawful conduct, material and conscious
falsification or unauthorized disclosure of important records, embezzlement or
unauthorized conversion of property, serious violation of conflict of interest
or vendor relations policies, and misuse or disclosure of significant trade
secrets or other information likely to be of use to the detriment of the Company
or its interests.

(v) Rights accruing to a Participant under Sections 5.3(c)(i),
5.3(c)(iii) and 5.3(c)(iv) may, upon the death of a Participant subsequent to
his/her termination of employment, be exercised by his/her duly designated
beneficiary or otherwise by his/her applicable legal representatives, heirs or
legatees to the extent vested in and unexercised or perfected by the Participant
at the date of his/her death. In the case of Non-Qualified Options, the period
for such exercise shall not expire less than one year after the date of the
Participant153s death, unless the Plan Committee provides otherwise.

(vi) Absence on a leave of absence approved by the Plan Committee
shall not be deemed a termination or interruption of continuous employment for
the purposes of the Plan.

No Stock Option shall be assignable or transferable by the individual to whom
it is granted, except that it may be transferable (X) by assignment by the
Participant to the extent provided in the applicable option agreement (or as
subsequently allowed by the Plan Committee), or (Y) by

will or the laws of descent and distribution in accordance with the
provisions of this Plan. Upon the death of the Participant an option may only
be exercised by such individual153s beneficiary designated to exercise the option
or otherwise by his/her applicable legal representatives, heirs or legatees, and
only within the specific time period set forth above and only to the extent
vested in and unexercised by the Participant at the date of his/her death,
except as provided in Section 5.3(c)(ii).

In no event, whether by the Participant directly or by his/her proper
assignee or beneficiary or other representative, shall any option be exercisable
at any time after its expiration date as stated in the option agreement, except
as provided in Section 5.3(c)(ii) and (v). When an option is no longer
exercisable it shall be deemed for all purposes and without further act to have
lapsed and terminated. The Plan Committee may, in its sole discretion,
determine solely for the purposes of the Plan that a Participant is permanently
and totally disabled, and the acts and decisions of the Plan Committee made in
good faith in relation to any such determination shall be conclusive upon all
persons and interests affected thereby.

(d) Exercise of Options. An individual entitled to exercise
Stock Options may, subject to their terms and conditions and the terms and
conditions of the Plan, exercise them in whole or in part by delivery of written
notice of exercise to the Company at its principal office or such other manner
as the Company may direct, specifying the number of whole shares of Common Stock
with respect to which the Stock Options are being exercised. Before shares may
be issued, payment must be made in full, in legal United States tender, in the
amount of the purchase price of the shares to be purchased at the time and any
amounts for withholding as provided in Section 10.8 hereof; provided, however,
in lieu of paying for the exercise price in cash as described above, the
individual may pay (subject to such conditions and procedures as the Plan
Committee may establish) all or part of such exercise price by tendering (either
actually or by attestation) owned and unencumbered shares of Common Stock
acceptable to the Plan Committee and having a Fair Market Value on the date of
exercise of the Stock Options equal to or less than the exercise price of the
Stock Options exercised, with cash, as set forth above, for the remainder, if
any, of the purchase price; provided, further, that the Plan Committee may
permit a Participant to elect to pay the exercise price by authorizing a third
party to sell shares of Common Stock (or a sufficient portion of the shares)
acquired upon exercise of the Stock Options and remit to the Company a
sufficient portion of the sale proceeds to pay the entire exercise price and any
tax withholding resulting from such exercise. Subject to rules established by
the Plan Committee, the withholdings required by Section 10.8 hereof may be
satisfied by the Company withholding shares of Common Stock issued on exercise
that have a Fair Market Value on the

date of exercise of the Stock Options equal to or less than the withholding
required by Section 10.8 hereof.

(e) Repricing Prohibited. Subject to Sections 5.5, 7.3 and
10.7, outstanding Stock Options granted under this Plan shall not be repriced.

5.4 STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be
granted to Participants either alone (“freestanding”) or in tandem with other
Awards, including Performance Awards, Stock Options and Restricted Stock. Stock
Appreciation Rights granted in tandem with Incentive Stock Options must be
granted at the same time as the Incentive Stock Options are granted. Stock
Appreciation Rights granted in tandem with any other Award may be granted at any
time prior to the earlier of the exercise or expiration of such Award. Stock
Appreciation Rights granted in tandem with Stock Options shall terminate and no
longer be exercisable upon the termination or exercise of the related Stock
Options. The Plan Committee shall establish the terms and conditions applicable
to any Stock Appreciation Rights, which terms and conditions need not be uniform
but may not be inconsistent with the terms of the Plan. Freestanding Stock
Appreciation Rights shall generally be subject to terms and conditions
substantially similar to those described in Section 5.3 for Stock Options,
including the requirements of 5.3(a), (b) and (e) regarding the maximum period,
minimum price and prohibition on repricing.

5.5 CHANGE IN CONTROL. In the event of a Change in Control:

(a) If the Company is the surviving entity and any adjustments
necessary to preserve the value of the Participant153s outstanding Stock Options
and Stock Appreciation Rights have been made, or the Company153s successor at the
time of the Change in Control irrevocably assumes the Company153s obligations
under this Plan or replaces the Participant153s outstanding Stock Options and
Stock Appreciation Rights with stock options and stock appreciation rights
having substantially the same value and having terms and conditions no less
favorable to the Participant than those applicable to the Participant153s Stock
Options and Stock Appreciation Rights immediately prior to the Change in Control
(collectively, an “Equitable Assumption or Replacement”), then such Awards or
their replacement awards shall become immediately exercisable in full only if
within two years after the Change in Control the Participant153s employment:

(i) is terminated without “Cause”, which for purposes of this
Section 5.5 shall mean (x) willful and continued failure to substantially
perform the Participant153s duties (other than failure resulting from incapacity
due to physical or mental illness) after receipt of a written demand for such
performance specifically identifying such failure, or (y) the willful engaging
by the Participant in illegal conduct or gross misconduct that is materially and
demonstrably injurious to the Company or its successor;

(ii) terminates with “Good Reason”, which for purposes of this
Section 5.5 shall mean any material diminution of the Participant153s position,

authority, duties or responsibilities (including the assignment of duties
materially inconsistent with the Participant153s position or a material increase
in the time Participant is required by the Company or its successor to travel),
any reduction in salary or in the Participant153s aggregate bonus and incentive
opportunities, any material reduction in the aggregate value of the
Participant153s employee benefits (including retirement, welfare and fringe
benefits), or relocation to a principal work site that is more than 40 miles
from the Participant153s principal work site immediately prior to the Change in
Control; or

(iii) terminates under circumstances that entitle the Participant to
accelerated exercisability under any individual employment agreement between the
Participant and the Company, a Subsidiary, or any successor thereof.

(b) If there is no Equitable Assumption or Replacement, then
without any action by the Plan Committee or the Board, each outstanding Stock
Option and Stock Appreciation Right granted under the Plan that has not been
previously exercised or otherwise lapsed and terminated shall become immediately
exercisable in full; provided, however, that the Plan Committee, in its sole
discretion, and without the consent of any Participant affected thereby, may
determine that a cash payment shall be made promptly following the Change in
Control in lieu of all or any portion of the outstanding Stock Options and Stock
Appreciation Rights granted under this Plan. The amount payable with respect to
each share of Common Stock subject to an affected Stock Option and each affected
Stock Appreciation Right shall equal the excess of the Fair Market Value of a
share of Common Stock immediately prior to such Change in Control over the
exercise price of such Stock Option or Stock Appreciation Right. After such a
determination by the Plan Committee, each Stock Option and Stock Appreciation
Right, with respect to which a cash payment is to be made shall terminate, and
the Participant shall have no further rights thereunder except the right to
receive such cash payment.

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