{"id":38743,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/deferred-compensation-plan-best-buy-co-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"deferred-compensation-plan-best-buy-co-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/deferred-compensation-plan-best-buy-co-inc.html","title":{"rendered":"Deferred Compensation Plan – Best Buy Co. Inc."},"content":{"rendered":"

BEST BUY<\/strong><\/p>\n

FIFTH AMENDED AND RESTATED<\/strong><\/p>\n

DEFERRED COMPENSATION PLAN<\/strong><\/p>\n

Effective January 1, 2009<\/strong><\/p>\n

Purpose<\/u><\/strong><\/p>\n

The purpose of this Plan is to provide specified benefits to a select group
\nof management and highly compensated Employees and Directors who contribute
\nmaterially to the continued growth, development and future business success of
\nBest Buy Co., Inc., a Minnesota corporation, and its subsidiaries. This Plan
\nshall be unfunded for federal income tax purposes and for purposes of Title I of
\nERISA and, as to covered Employees, is described in Section 201 of Title I of
\nERISA.<\/p>\n

The Plan was initially adopted effective as of April 1, 1998. The Plan was
\namended and restated effective each of October 1, 1998, July 1, 1999 and January
\n1, 2001, was amended effective January 1, 2003, and was last amended and
\nrestated effective April 1, 2004. The Plan is being amended and restated
\neffective January 1, 2009 to reflect the provisions of Section 409A of the Code
\nand Treasury Regulations thereunder.<\/p>\n

ARTICLE 1<\/strong><\/p>\n

Definitions<\/u><\/strong><\/p>\n

For purposes of this Plan, unless otherwise clearly apparent from the
\ncontext, the following phrases or terms shall have the following indicated
\nmeanings:<\/p>\n

1.1 “Account Balance” shall mean, with respect to a Participant, a credit on
\nthe records of the Plan equal to the sum of (i) the Deferral Account balance and
\n(ii) the Company Contribution Account balance. The Account Balance, and any
\nsub-account balance, shall be a bookkeeping entry only and shall be utilized
\nsolely as a device for the measurement and determination of the amounts to be
\npaid to a Participant or Beneficiary pursuant to this Plan. As and to the extent
\nnecessary to reflect the time and form of payment elections, or other provisions
\napplicable to such amounts, Account Balances shall be separately tracked and
\nmaintained by Plan Year.<\/p>\n

1.2 “Administrator” shall have the meaning described in Article 10.<\/p>\n

1.3 “Annual Deferral Amount” shall mean that percentage or amount of a
\nParticipant153s Base Salary and Bonus or Directors Fees that a Participant timely
\nelects to defer for a Plan Year in accordance with Article 2. In the event of a
\nParticipant153s Retirement, Disability (if deferrals cease in accordance with
\nArticle 2), Unforeseeable Financial Emergency (if deferrals cease in accordance
\nwith Articles 2 and 3), death or a Termination of Employment prior to the end of
\na Plan Year, such year153s Annual Deferral Amount shall be the actual amount
\nwithheld for such period.<\/p>\n

1<\/p>\n

\n

<\/p>\n

1.4 “Base Salary” shall mean the annual cash compensation payable for
\nservices performed as an Employee by a Participant during a Plan Year, excluding
\nbonuses, commissions, overtime, fringe benefits, stock options, relocation
\nexpenses, incentive payments, non-monetary awards, directors fees and other
\nfees, automobile and other allowances, by a Participant, determined before
\nreduction for compensation voluntarily deferred or contributed by the
\nParticipant pursuant to all qualified or non-qualified plans of an Employer;
\nprovided, however, the Committee may allow on a Plan Year prospective basis
\ncommissions (or similar items of recurring compensation) to be treated as Base
\nSalary with respect to individuals for whom such items represent the principal
\ncomponent of basic compensation.<\/p>\n

1.5 “Beneficiary” shall mean one or more individuals, trusts, estates or
\nother persons, designated in accordance with Article 7, that are entitled to
\nreceive benefits under this Plan due to the death of a Participant.<\/p>\n

1.6 “Beneficiary Designation” shall mean the form or other election
\nprocedures established from time to time by the Committee for a Participant to
\ndesignate a Beneficiary.<\/p>\n

1.7 “Board” shall mean the board of directors of the Company.<\/p>\n

1.8 “Bonus” shall mean any cash compensation, not otherwise considered Base
\nSalary, payable for services performed as an Employee by a Participant, for a
\nperformance period which is coincident with or begins in a Plan Year, under an
\nEmployer153s short-term bonus and cash incentive plans calculated before reduction
\nfor compensation voluntarily deferred or contributed by the Participant pursuant
\nto all qualified or non-qualified plans of any Employer.<\/p>\n

1.9 “Change in Control” or “CIC” is any one of the following:<\/p>\n

(i) When a person, or more than one person acting as a group, acquires
\n(whether by merger, consolidation, purchase or otherwise) more than fifty
\npercent (50%) of the total fair market value or total voting power of the
\nCompany153s stock;<\/p>\n

(ii) When a person, or more than one person acting as a group, acquires
\nwithin a twelve (12) month consecutive period, ending with the date of the most
\nrecent stock acquisition, stock of the Company possessing at least thirty
\npercent (30%) of the total voting power of the Company153s stock;<\/p>\n

(iii) When a majority of the members of the Board is replaced within a twelve
\n(12) month period by directors whose appointment or election is not endorsed by
\na majority of the members of such Board as constituted before such appointment
\nor election; or<\/p>\n

(iv) When a person, or more than one person acting as a group, acquires
\nwithin a twelve (12) month consecutive period assets from the Company or an
\nentity controlled by the Company that have a total gross fair market value equal
\nto seventy-five percent (75%) of the total fair market value of the assets of
\nthe Company and all such entities.<\/p>\n

2<\/p>\n

\n

<\/p>\n

Once a person or group acquires stock meeting the thresholds set forth in
\nparagraphs (i) and (ii) immediately preceding, additional acquisitions of such
\nstock by that person or group shall be ignored in determining whether another
\nCIC has occurred. Asset transfers between or among controlled entities as
\ndetermined before such transfers shall not be considered in applying paragraph
\n(iv) immediately preceding.<\/p>\n

1.10 “Claimant” shall have the meaning described in Article 8.<\/p>\n

1.11 “Code” shall mean the Internal Revenue Code of 1986, as it may be
\namended from time to time.<\/p>\n

1.12 “Committee” shall mean the committee described in Article 12.<\/p>\n

1.13 “Company” shall mean Best Buy Co., Inc., a Minnesota corporation, and
\nany successor to all or substantially all of the Company153s assets or businesses.\n<\/p>\n

1.14 “Company Contribution Account” shall mean (i) the Participant153s Company
\nContribution Amount, plus or minus (ii) amounts credited or debited to such
\naccount pursuant to Article 2, less (iii) all distributions made to the
\nParticipant or his or her Beneficiary pursuant to this Plan that relate to such
\naccount.<\/p>\n

1.15 “Company Contribution Amount” shall mean the amount, if any, determined
\nin accordance with Section 2.4 for a Plan Year.<\/p>\n

1.16 “Deferral Account” shall mean (i) a Participant153s Annual Deferral
\nAmount, plus or minus (ii) amounts credited or debited to such account pursuant
\nto Article 2, less (iii) all distributions made to the Participant or his or her
\nBeneficiary pursuant to this Plan that relate to such account.<\/p>\n

1.17 “Director” shall mean a non-employee member of the Board.<\/p>\n

1.18 “Directors Fees” shall mean the annual cash retainer and committee fees
\npayable by the Company as compensation for serving on the Board, and such other
\namounts available for deferral hereunder, if any, as are determined by the
\nCommittee prior to the beginning of the applicable deferral period, calculated
\nbefore reduction for fees deferred hereunder or any other plan or program.<\/p>\n

1.19 “Disabled” or “Disability” shall mean a physical or mental condition,
\nresulting from physical or mental sickness or injury, which prevents the
\nindividual while an Employee or Director from engaging in any substantial
\ngainful activity, and which condition can be expected to last for a continuous
\nperiod of not less than six (6) months.<\/p>\n

1.20 “Election Form and Plan Agreement” shall mean the annual enrollment
\nforms and procedures established from time to time by the Committee that a
\nParticipant completes to indicate participation in the Plan for a Plan Year and
\nto make elections under the Plan.<\/p>\n

1.21 “Employee” shall mean any individual who is a common law or statutory
\nemployee and for whom the Employer pays Social Security taxes. This term shall
\nnot include individuals who<\/p>\n

3<\/p>\n

\n

<\/p>\n

are not treated as Employees for purposes of the Plan, even though they may
\nbe so treated or considered under applicable law (e.g., individuals whom an
\nEmployer treats as employees of a third party or as self-employed).<\/p>\n

1.22 “Employer” is the Company and each other corporation or unincorporated
\nbusiness which is a member of a controlled group of corporations or a group of
\ntrades or businesses under common control (within the meaning of Code Section
\n414(b) or (c)) which includes the Company, but with respect to other business
\nentities during only the periods of such common control with the Company.<\/p>\n

1.23 “ERISA” shall mean the Employee Retirement Income Security Act of 1974,
\nas it may be amended from time to time.<\/p>\n

1.24 “Grandfathered Account Balance” shall have the meaning described in
\nArticle 13.<\/p>\n

1.25 “In-Service Distribution” shall mean the payout described in Section
\n3.1.<\/p>\n

1.26 “Key Employee” is an Employee who (i) at any time during that Key
\nEmployee Measuring Period owns at least five percent (5%) of the stock (or
\ncapital or profits interest) of an Employer, (ii) owns one percent (1%) of the
\nstock (or capital or profits interest) of an Employer and whose compensation
\nexceeds the dollar limit for such period described in Code Section 416(1)(iii),
\nor (iii) is an officer of an Employer and whose compensation exceeds the dollar
\nlimit for such period described in Code Section 416(1)(i), as adjusted. No more
\nthan the lesser of fifty (50) employees and ten percent (10%) of all employees
\nshall be treated as officers for that period by reason of clause (iii)
\nimmediately preceding. In the event the number of officers exceeds such number,
\nthe employees included in such number will be those with the highest
\ncompensation for that period.<\/p>\n

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

1.27 “Key Employee Measuring Period” is the calendar year.<\/p>\n

1.28 “Participant” shall mean an eligible Employee or Director who has
\nvalidly elected to participate hereunder and elected to defer amounts under the
\nPlan or who has been or is entitled to be allocated a Company Contribution
\nAmount, or both. An individual who has become a Participant shall continue as a
\nParticipant until the earlier of his or her death and the date his or her entire
\nAccount Balances have been paid.<\/p>\n

4<\/p>\n

\n

<\/p>\n

1.29 “Plan” shall mean the Company153s Deferred Compensation Plan described in
\nthis document and as it may be amended from time to time. References to the Plan
\nby year, period or other date shall be to the Plan document as then in effect.\n<\/p>\n

1.30 “Plan Year” shall mean the calendar year.<\/p>\n

1.31 “Pre-Retirement Survivor Benefit” shall mean the benefit described in
\nArticle 6.<\/p>\n

1.32 “Quarterly Installment Method” shall be a quarterly installment payment
\nover the number of quarters selected by the Participant in accordance with this
\nPlan, calculated as follows: The Account Balance of the Participant shall be
\ncalculated as of the close of business on the last business day of the quarter
\npreceding the quarter for which the installment is being determined; provided,
\nhowever, for each of the four (4) consecutive quarterly installment periods
\nwhich begin with a January, such balance shall be calculated as of the close of
\nbusiness as of a month-end in the immediately preceding quarterly period. Each
\nquarterly installment for such year shall be calculated by multiplying this
\nbalance by a fraction, the numerator of which is one, and the denominator of
\nwhich is the remaining number of quarterly payments due the Participant as of
\nthe beginning of such year. Each quarterly installment shall be paid within
\nsixty (60) days of the beginning of the applicable quarter. Unless the Committee
\ndetermines otherwise, quarterly installment payments shall be drawn on a
\npro-rata basis from each of the applicable Investment Funds used to determine
\namounts to be credited or debited to the Participant153s Account Balance pursuant
\nto Article 2. In no event, however, shall the amount payable in all such
\ninstallments exceed or be less than the Account Balance to which such
\ninstallments relate and any adjustment in amount necessary to achieve such
\nresults shall be taken in order of the last installment to the earliest
\ninstallment.<\/p>\n

1.33 “Retirement,” “Retire” or “Retired” shall mean a Termination of
\nEmployment for any reason, other than death, on or after the attainment of age
\nsixty (60) in the case of an Employee, and on or after the attainment of age
\nseventy (70) in the case of a Director.<\/p>\n

1.34 “Retirement Benefit” shall mean the benefit described in Article 4.<\/p>\n

1.35 “Specified Employee” is a Participant who is a Key Employee for a Key
\nEmployee Measuring Period, with such status as to that period becoming effective
\nas of April 1st next following such period and lasting until the following April
\n1st.<\/p>\n

1.36 “Termination Benefit” shall mean the benefit described in Article 5.\n<\/p>\n

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

5<\/p>\n

\n

<\/p>\n

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

1.38 “Trust” shall mean one or more trusts established pursuant to that
\ncertain Master Trust Agreement, dated as of April 1, 1998, between the Company
\nand the trustee named therein, as amended from time to time.<\/p>\n

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

ARTICLE 2<\/strong><\/p>\n

Selection, Enrollment, Commencement of
\nParticipation<\/u><\/strong><\/p>\n

2.1 Selection by Committee<\/u><\/strong>.<\/strong> As
\ndetermined by the Committee in its discretion, participation in the Plan shall
\nbe limited to Directors and a select group of management and highly compensated
\nEmployees.<\/p>\n

2.2 Enrollment Requirements<\/u><\/strong>.<\/strong><\/p>\n

(a) General<\/u>. As a condition to participation, each eligible Employee
\nor Director shall complete an Election Form and Plan Agreement and comply with
\nsuch other procedures as the Committee may establish from time to time as
\nnecessary for enrollment.<\/p>\n

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

(c) Bonus Compensation<\/u>. An Employee may elect to defer hereunder his
\nor her Bonus. Except as provided herein, to be effective for a Plan Year such
\nelection shall be made<\/p>\n

6<\/p>\n

\n

as of the time the Committee may prescribe but in no event later than
\nDecember 31 of the year immediately prior to the Plan Year the Bonus is earned
\nor the performance period relative to the Bonus begins.<\/p>\n

(d) Participation During Plan Year<\/u>.<\/p>\n

(i) Initial Participation<\/u>. An Employee or Director who first becomes
\neligible to participate in the Plan during a Plan Year may elect, within thirty
\n(30) days of becoming so eligible, to defer hereunder (x) his or her Base Salary
\nor Director Fees for that Plan Year earned and paid after such election and (y)
\nto the extent allowed by the Committee with respect to the type or amount of
\nbonus concerned, to defer hereunder his or her eligible bonus for the incentive
\nperiod coincident with or starting in that Plan Year and earned and paid after
\nsuch election. In the event an individual153s active participation in the Plan is
\ncancelled pursuant to Section 2.3(c), or such individual otherwise ceases to be
\nsuch a participant, and subsequently the individual is eligible to resume active
\nparticipation in the Plan, then the provision of this Section 2.1(d) shall apply
\nonly if (x) such resumption occurs in a Plan Year after the Plan Year of
\ncancellation and (y) the individual is treated as a newly eligible Employee or
\nDirector under paragraph (d)(ii) immediately following.<\/p>\n

(ii) Former Participant<\/u>. An individual who has been eligible to
\nparticipate in the Plan, who loses such eligibility by reason of a Termination
\nof Employment or otherwise, and who again becomes eligible to participate in the
\nPlan in a later Plan Year, shall not be eligible to participate in the Plan for
\npurposes of authorizing an Annual Deferral Amount for the Plan Year in which he
\nor she again becomes so eligible unless he or she (x) has not been eligible to
\nmake an Annual Deferral Amount election for two (2) or more consecutive years or
\n(y) has previously incurred a Termination of Employment and been paid all
\nbenefits under the Plan after such Termination and before again becoming
\neligible for the Plan.<\/p>\n

(e) Later Deferral Elections<\/u>. If and to the extent allowed by the
\nCommittee, a deferral election with respect to Bonus Compensation which is:<\/p>\n

(i) performance-based compensation, may be made no later than six (6) months
\nbefore the end of the performance period, or<\/p>\n

(ii) earned over a period of one (1) year or more and which is subject to a
\nsubstantial risk of forfeiture, no later than one (1) year before the date such
\nrisk of forfeiture would lapse for reasons other than by reason of the
\nEmployee153s death, Disability, or a CIC.<\/p>\n

2.3 Amount of Participant153s Annual Deferral Amount<\/u><\/strong>.\n<\/p>\n

(a) Deferral Elections<\/u>. At the time a Participant elects an Annual
\nDeferral Amount for a Plan Year, he or she shall designate the rate or amount to
\nbe withheld from Base<\/p>\n

7<\/p>\n

\n

<\/p>\n

Salary, Bonus Compensation, and Director Fees as applicable. Except as
\ndescribed in Section 2.2 or in subsection (c) immediately following, once
\nelected, the Annual Deferral Amount shall be irrevocable with respect to the
\ncovered compensation earned during the Plan Year or other period to which such
\nelection applies. No amount will be deferred under the Plan from such
\ncompensation in the absence of a timely deferral election for a Plan Year.<\/p>\n

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

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

2.4 Company Contribution Amount<\/u><\/strong>.<\/strong>\n<\/p>\n

(a) General<\/u>. For each Plan Year, the Company may, but is not required
\nto, credit any amount it desires to any Participant153s Company Contribution
\nAccount under this Plan, which amount shall be for that Participant the Company
\nContribution Amount for that Plan Year. In no event, however, shall any such
\ncontribution be in lieu of or otherwise in replacement for an amount otherwise
\ndue to or on behalf of a Participant apart from the Plan. The amount so credited
\nto a Participant may be smaller or larger than the amount credited to any other
\nParticipant, and the amount credited to any Participant for a Plan Year may be
\nzero, even though one or more other Participants receive a Company Contribution
\nAmount for that Plan Year. The Company Contribution Amount, if any, shall be
\ncredited as of the date selected by the Company.<\/p>\n

(b) Time and Form of Payment<\/u>. The Account Balance attributable to a
\nCompany Contribution Account for a Plan Year shall be paid upon the same events
\nand in the same way and proportions as elected by the Participant with respect
\nto the Deferral Account for such year. In the event no such election is made,
\nsuch balance shall be paid in a lump sum within sixty (60) days after the end of
\nthe Plan Year in which the Participant dies or incurs a Termination of
\nEmployment.<\/p>\n

2.5 Crediting and Debiting of Account
\nBalances<\/u><\/strong>.<\/strong> In accordance with, and subject to, the
\nrules and procedures that are established from time to time by the Committee,
\namounts shall be<\/p>\n

8<\/p>\n

\n

<\/p>\n

credited or debited to a Participant153s Account Balance in accordance with the
\nfollowing rules:<\/p>\n

(a) Election of Investment or Measurement Funds<\/u>.<\/strong> A
\nParticipant, in connection with his or her commencement of participation in the
\nPlan, shall elect one or more investment funds as a measurement to be used to
\ndetermine the additional amounts to be credited or debited to his or her Account
\nBalance. Commencing with the first day that follows such commencement and
\ncontinuing thereafter for each subsequent day in which the Participant
\nparticipates in the Plan, the Participant may elect to add or delete one or more
\navailable investment funds or measures to be used to determine the additional
\namounts to be credited or debited to his or her Account Balance, or to change
\nthe portion of his or her Account Balance allocated to any such fund. The
\nParticipant may change the percentage of a current year Deferral and Company
\nContribution Accounts to be invested in each investment fund or elect to have
\nall or part of the Participant153s Account Balance from prior years transferred
\namong the investment funds at any time, or both. Any such election shall be
\neffective as soon as administratively practicable after the election is made.
\nAny such election shall continue in effect thereafter unless and until a new
\nelection is made.<\/p>\n

(b) Proportionate Allocation<\/u>.<\/strong> In making an election
\nthe Participant shall specify, in increments of one percentage point (1%), the
\npercentage of his or her Account Balance to be allocated to an investment fund
\nor measure.<\/p>\n

(c) Measurement Funds<\/u>.<\/strong> The Participant may elect one
\nor more available investment or measurement funds made available for this
\npurpose, for the purpose of crediting or debiting additional amounts to his or
\nher Account Balance. As necessary, the Committee may, in its discretion,
\ndiscontinue, substitute or add any such fund. Each such action will take effect
\nas of a date determined by the Committee so long as such date is under the
\ncircumstances reasonably after the date the Committee gives Participants advance
\nwritten notice of such change.<\/p>\n

(d) Crediting or Debiting Method<\/u>.<\/strong> The performance of
\neach elected investment or measurement fund (either positive or negative) will
\nbe determined by the Committee, in its reasonable discretion, based on the
\nperformance of such funds themselves. A Participant153s Account Balance shall be
\ncredited or debited on a business daily basis based on the performance of such
\nfund selected by the Participant, as determined by the Committee in its
\ndiscretion, as though a Participant153s Account Balance were invested in such
\nfunds selected by the Participant, in the percentages applicable to such day, at
\nthe closing price on such date.<\/p>\n

(e) No Actual Investment<\/u>.<\/strong> Notwithstanding any other
\nprovision of this Plan that may be interpreted to the contrary, the funds are to
\nbe used for measurement purposes only, and a Participant153s election of any fund,
\nthe allocation to his or her Account Balance thereto, the calculation of
\nadditional amounts and the crediting or debiting of such amounts to a
\nParticipant153s Account Balance shall not be considered or construed in any manner
\nas an actual investment of his or her Account Balance in such fund. Without
\nlimiting the foregoing, a Participant153s Account Balance and any sub-account<\/p>\n

9<\/p>\n

\n

<\/p>\n

balance thereof shall at all times be a bookkeeping entry only and shall not
\nrepresent any investment made on his or her behalf by the Company, other
\nEmployer or the Trust; the Participant shall at all times remain an unsecured
\ncreditor of the Company or other Employer.<\/p>\n

(f) Participant153s Investment Elections<\/u>.<\/p>\n

(1) General<\/u>. The availability of investment funds for purposes of
\ncrediting or debiting additional amounts to Account Balances is not a
\nrecommendation to designate a deemed investment in any such investment fund. The
\nselection of deemed investments is solely the responsibility of each
\nParticipant. No officer, employee or other agent of the Company or other
\nEmployer or the Trustee is authorized to advise or make any recommendation
\nconcerning the selection of such funds and no such person is responsible for
\ndetermining the suitability or advisability of any such selection.<\/p>\n

(2) Participant Responsibility<\/u>. Participants shall be solely
\nresponsible for selecting, monitoring, and changing the investment funds in or
\nby which their Account Balances are invested. Neither the Company, other
\nEmployer, Committee member, nor the Administrator shall be responsible for such
\ninvestment decisions. To the extent a Participant does not affirmatively elect
\none or more investment funds with respect to his or her Account Balance, he or
\nshe shall be deemed to have elected one or more funds designated for this
\npurpose by the Committee.<\/p>\n

2.6 Vesting<\/u><\/strong>. <\/strong>A Participant shall be
\nfully vested in his or her Account Balance.<\/p>\n

2.7 Payment of Withholdings to Trustees or
\nCustodian<\/u><\/strong>. Except as otherwise provided hereunder or unless
\notherwise directed by the Committee, an Employer shall remit amounts withheld
\nfrom Participants and any Company Contribution Amount to the Trustee or other
\nauthorized custodian as soon as administratively feasible after such amounts are
\nwithheld or otherwise determined and payable.<\/p>\n

ARTICLE 3<\/strong><\/p>\n

In-Service Distribution; Unforeseeable Financial
\nEmergencies<\/u><\/strong><\/p>\n

3.1 In-Service Distribution<\/u><\/strong>.<\/strong> In
\nconnection with and at the time of each Annual Deferral Amount election, a
\nParticipant may irrevocably elect to receive a future In-Service Distribution
\nfrom the Plan with respect to all or a portion of such Deferral Account. The
\nIn-Service Distribution shall be a lump sum payment in an amount that is equal
\nto the portion of the Deferral Account for which the Participant has elected to
\nreceive such distribution, adjusted as provided for in Section 2.5 to the time
\nof such distribution. The In-Service Distribution shall be paid within the first
\nsixty (60) days of the Plan Year that begins two Plan Years after the end of the
\nPlan Year to which the Annual Deferral Amount relates or such later Plan Year as
\nis timely elected by the Participant. By way of example, if the<\/p>\n

10<\/p>\n

\n

<\/p>\n

minimum two year In-Service Distribution is elected for Annual Deferral
\nAmounts that are deferred in the Plan Year commencing January 1, 2009, a minimum
\ntwo year In-Service Distribution would be payable during the sixty (60) day
\nperiod commencing January 1, 2012.<\/p>\n

3.2 Other Benefits Take Precedence Over In-Service
\nDistribution<\/u><\/strong>.<\/strong> Should an event occur before the
\nIn-Service Distribution date that triggers a benefit under Article 4, 5, or 6,
\nthe Deferral Account that is subject to an In-Service Distribution election
\nshall not be paid in accordance with Section 3.1 but shall be paid in accordance
\nwith the other applicable Article.<\/p>\n

3.3 Withdrawal Payout\/Suspensions for Unforeseeable Financial
\nEmergencies<\/u><\/strong>.<\/strong> If the Participant experiences an
\nUnforeseeable Financial Emergency, the Participant may petition the Committee to
\n(i) cancel any deferrals required to be made by a Participant or (ii) receive a
\npartial or full payout from the Plan, or both. The payout shall not exceed the
\nlesser of the Participant153s Account Balance or the amount reasonably needed to
\nsatisfy the Unforeseeable Financial Emergency. If, subject to the discretion of
\nthe Committee, the petition for a cancellation or payout, or both, is approved,
\ncancellation of deferrals shall take effect as described in Section 2.3(c) and
\nany payout shall be made within sixty (60) days of the date of approval.<\/p>\n

ARTICLE 4<\/strong><\/p>\n

Retirement Benefit<\/u><\/strong><\/p>\n

4.1 Retirement Benefit<\/u><\/strong>.<\/strong> A
\nParticipant who Retires shall receive his or her Account Balance as a Retirement
\nBenefit.<\/p>\n

4.2 Payment of Retirement Benefit<\/u><\/strong>.<\/strong>
\nIn connection with and at the time of each Annual Deferral Amount election, a
\nParticipant shall irrevocably elect to receive the Retirement Benefit in a lump
\nsum or in a Quarterly Installment Method of twenty (20), forty (40) or sixty
\n(60) quarters and when such benefit shall be paid or shall commence to be paid.
\nIf the Participant153s Account Balance at the time of Retirement is less than
\n$10,000, the Retirement Benefit shall be paid in a lump sum notwithstanding the
\nelection made; provided, however, the $10,000 threshold shall be based on the
\nthen existing Account Balances for all years or other periods of participation,
\nincluding periods before 2005. If a Participant does not affirmatively elect
\notherwise, the Retirement Benefit shall be paid in a lump sum. The lump sum
\nshall be paid, or installment payments shall commence, within the first sixty
\n(60) days after the last day of the Plan Year in which the Participant Retires
\nor, if otherwise allowed and affirmatively elected by the Participant, within
\nthe first sixty (60) days of a later Plan Year designated by the Participant.\n<\/p>\n

4.3 Death Prior to Completion of Retirement
\nBenefit<\/u><\/strong>.<\/strong> If a Participant dies after Retirement
\nbut before the Retirement Benefit is paid in full, the Participant153s unpaid
\nRetirement Benefit payments shall continue and shall be paid to the
\nParticipant153s Beneficiary at the same time and in the same form as that benefit
\nwould have been paid to the Participant had the Participant survived, except as
\ndescribed in Section 4.4.<\/p>\n

11<\/p>\n

\n

<\/p>\n

4.4 Specified Employees<\/u><\/strong>.<\/strong> In the
\nevent the Participant is a Specified Employee at Retirement, however, no lump
\nsum shall be paid and no Quarterly Installment Method shall commence earlier
\nthan the six (6) month anniversary of the Retirement date. In the case of a lump
\nsum so delayed, the Account Balance shall be paid in a lump sum within sixty
\n(60) days after such anniversary. In the case of a Quarterly Installment Method
\nwhere an installment would be due within such six (6) months if the Participant
\nwere not a Specified Employee, such installment shall be paid within sixty (60)
\ndays of such anniversary and the remaining installments shall be paid as and
\nwhen otherwise due. In the event the Specified Employee dies during such six (6)
\nmonths, Section 4.3 shall be applied as if the date of death was the six (6)
\nmonth anniversary.<\/p>\n

ARTICLE 5<\/strong><\/p>\n

Termination Benefit<\/u><\/strong><\/p>\n

5.1 Termination Benefit<\/u><\/strong>.<\/strong> A
\nParticipant who experiences a Termination of Employment which is not a
\nRetirement shall receive his or her Account Balance as a Termination Benefit.\n<\/p>\n

5.2 Payment of Termination Benefit<\/u><\/strong>.<\/strong>
\nIn connection with and at the time of each Annual Deferral Amount election, a
\nParticipant shall irrevocably elect to receive the Termination Benefit in a lump
\nsum or in a Quarterly Installment Method of twenty (20) quarters and when such
\nbenefit shall be paid or shall commence to be paid. If the Participant153s Account
\nBalance at the time of Termination is less than $25,000, the Termination Benefit
\nshall be paid in a lump sum notwithstanding the election made; provided,
\nhowever, the $25,000 threshold shall be based on the then existing Account
\nBalances for all years or other periods of participation, including periods
\nbefore 2005. If a Participant does not affirmatively elect otherwise, the
\nTermination Benefit shall be paid in a lump sum. The lump sum shall be paid, or
\ninstallment payments shall commence, within the first sixty (60) days after the
\nlast day of the Plan Year in which the Participant Terminates or, if otherwise
\nallowed and affirmatively elected by the Participant, within the first sixty
\n(60) days after the end of the month in which the Participant incurred a
\nTermination of Employment.<\/p>\n

5.3 Death Prior to Completion of Termination
\nBenefit<\/u><\/strong>.<\/strong> If a Participant dies after Termination
\nbut before the Termination Benefit is paid in full, the Participant153s unpaid
\nTermination Benefit payments shall continue and shall be paid to the
\nParticipant153s Beneficiary at the same time and in the same form as that benefit
\nwould have been paid to the Participant had the Participant survived, except as
\ndescribed in Section 5.4.<\/p>\n

5.4 Specified Employees<\/u><\/strong>.<\/strong> In the
\nevent the Participant is a Specified Employee at such Termination, however, no
\nlump sum shall be paid and no Quarterly Installment Method shall commence
\nearlier than the six (6) month anniversary of such Termination date. In the case
\nof a lump sum so delayed, the Account Balance shall be paid in a lump sum within
\nsixty (60) days after such anniversary. In the case of a Quarterly Installment
\nMethod where an installment would be due within such six (6) months if the
\nParticipant were not a Specified Employee, such installment shall be paid within
\nsixty (60) days of such anniversary and the remaining installments shall be paid
\nas and when otherwise due. In the event the Specified<\/p>\n

12<\/p>\n

\n

<\/p>\n

Employee dies during such six (6) months, Section 5.3 shall be applied as if
\nthe date of death was the six (6) month anniversary.<\/p>\n

ARTICLE 6<\/strong><\/p>\n

Pre-Retirement Survivor Benefit<\/u><\/strong><\/p>\n

6.1 Pre-Retirement Survivor Benefit<\/u><\/strong>.<\/strong>
\nThe Participant153s Beneficiary shall receive a Pre-Retirement Survivor Benefit
\nequal to the Participant153s Account Balance if the Participant dies before he or
\nshe incurs a Termination of Employment.<\/p>\n

6.2 Payment of Pre-Retirement Survivor
\nBenefit<\/u><\/strong>.<\/strong> In connection with and at the time of
\neach Annual Deferral Amount election, a Participant shall irrevocably elect
\nwhether the Pre-Retirement Survivor Benefit shall be received by his or her
\nBeneficiary in a lump sum or in a Quarterly Installment Method of twenty (20) or
\nforty (40) quarters. If the Participant153s Account Balance at the time of his or
\nher death is less than $25,000, payment of the Pre-Retirement Survivor Benefit
\nshall be made in a lump sum; provided, however, the $25,000 threshold shall be
\nbased on the then existing Account Balances for all years or other periods of
\nparticipation, including periods before 2005. If a Participant does not
\naffirmatively elect otherwise, the Pre-Retirement Survivor Benefit shall be paid
\nin a lump sum. The lump sum shall be paid, or installment payments shall
\ncommence, within the first sixty (60) days after the last day of the Plan Year
\nin which the Participant dies or, if otherwise allowed and affirmatively elected
\nby the Participant, within the first sixty (60) days of a later Plan Year
\ndesignated by the Participant.<\/p>\n

ARTICLE 7<\/strong><\/p>\n

Beneficiary Designation<\/u><\/strong><\/p>\n

7.1 Beneficiary<\/u><\/strong>.<\/strong> Each Participant
\nshall have the right to designate his or her Beneficiary (both primary as well
\nas contingent) to receive any benefits payable under the Plan to a Beneficiary
\nupon the death of a Participant. The Beneficiary designated under this Plan may
\nbe the same as or different from the Beneficiary designation under any other
\nplan of an Employer in which the Participant participates.<\/p>\n

7.2 Beneficiary Designation; Change; Spousal
\nConsent<\/u><\/strong>.<\/strong> A Participant shall designate his or her
\nBeneficiary by completing and signing the Beneficiary Designation Form, and
\nreturning it to the Committee. A Participant shall have the right to change a
\nBeneficiary by completing, signing and otherwise complying with the terms of the
\nBeneficiary Designation Form and the Committee153s rules and procedures for such
\npurposes, as in effect from time to time. If the Participant names someone other
\nthan his or her spouse as a Beneficiary of at least fifty percent (50%) of the
\nParticipant153s benefits, a spousal consent, in the form designated by the
\nCommittee, must be signed by that Participant153s spouse and returned to the
\nCommittee. Upon the acceptance by the Committee of a new Beneficiary Designation
\nForm, all Beneficiary designations previously filed shall be cancelled. The
\nCommittee shall be<\/p>\n

13<\/p>\n

\n

<\/p>\n

entitled to rely on the last Beneficiary Designation Form filed by the
\nParticipant and accepted prior to his or her death.<\/p>\n

7.3 Acknowledgment<\/u><\/strong>.<\/strong> No designation
\nor change in designation of a Beneficiary shall be effective until received and
\nacknowledged by the Committee.<\/p>\n

7.4 No Beneficiary Designation<\/u><\/strong>.<\/strong> If a
\nParticipant fails to designate a Beneficiary if all designated Beneficiaries
\npredecease the Participant or die prior to complete distribution of the
\nParticipant153s benefits, then the Participant153s designated Beneficiary shall be
\ndeemed to be his or her surviving spouse. If the Participant has no surviving
\nspouse, the benefits remaining under the Plan shall be payable to the executor
\nor personal representative of the Participant153s estate.<\/p>\n

7.5 Doubt as to Beneficiary<\/u><\/strong>.<\/strong> If and
\nto the extent the Committee has any reasonable doubt or a dispute exists as to
\nthe proper Beneficiary to receive payments pursuant to this Plan, the Committee
\nshall have the right, exercisable in its discretion, to cause such payments to
\nbe suspended or otherwise sequestered until such matter is resolved to its
\nsatisfaction.<\/p>\n

7.6 Crediting and Debiting Account Balances<\/u><\/strong>. After
\nthe death of a Participant, a Beneficiary shall be entitled to exercise the
\nrights under the Plan of a Participant who has incurred a Termination of
\nEmployment (e.g., direct investments as described in Section 2.5) as and to the
\nextent prescribed by the Committee and to the extent of the Account Balance
\npayable to such Beneficiary.<\/p>\n

ARTICLE 8<\/strong><\/p>\n

Claims Procedures<\/u><\/strong><\/p>\n

8.1 Presentation of Claim<\/u><\/strong>.<\/strong> Any
\nParticipant or Beneficiary of a deceased Participant (such Participant or
\nBeneficiary being referred to below as a “Claimant”) may deliver to the
\nCommittee a written claim for a determination with respect to the amounts
\ndistributable to such Claimant from the Plan. If such a claim relates to the
\ncontents of a notice received by the Claimant, the claim must be made within
\nsixty (60) days after such notice was received by the Claimant. All other claims
\nmust be made within one hundred eighty (180) days of the date on which the event
\nthat caused the claim to arise occurred. The claim must state with particularity
\nthe determination desired by the Claimant.<\/p>\n

8.2 Notification of Decision<\/u><\/strong>.<\/strong> The
\nCommittee shall consider a Claimant153s claim within a reasonable time, and shall
\nnotify the Claimant in writing:<\/p>\n

(a) that the Claimant153s requested determination has been made, and that the
\nclaim has been allowed in full; or<\/p>\n

(b) that the Committee has reached a conclusion contrary, in whole or in
\npart, to the Claimant153s requested determination, and such notice must set forth
\nin a manner calculated to be understood by the Claimant:<\/p>\n

14<\/p>\n

\n

<\/p>\n

(i) the specific reason(s) for the denial of the claim, or any part of it;\n<\/p>\n

(ii) specific reference(s) to pertinent provisions of the Plan upon which
\nsuch denial was based;<\/p>\n

(iii) a description of any additional material or information necessary for
\nthe Claimant to perfect the claim, and an explanation of why such material or
\ninformation is necessary; and<\/p>\n

(iv) an explanation of the claim review procedure set forth in Section 12.3
\nbelow.<\/p>\n

8.3 Review of a Denied Claim<\/u><\/strong>.<\/strong>
\nWithin sixty (60) days after receiving a notice from the Committee that a claim
\nhas been denied, in whole or in part, a Claimant (or the Claimant153s duly
\nauthorized representative) may file with the Committee a written request for a
\nreview of the denial of the claim. Thereafter, but not later than thirty (30)
\ndays after the review procedure began, the Claimant (or the Claimant153s duly
\nauthorized representative):<\/p>\n

(a) may review pertinent documents;<\/p>\n

(b) may submit written comments or other documents; and\/or<\/p>\n

(c) may request a hearing, which the Committee, in its discretion, may grant.\n<\/p>\n

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

(a) specific reasons for the decision;<\/p>\n

(b) specific reference(s) to the pertinent Plan provisions upon which the
\ndecision was based; and<\/p>\n

(c) such other matters as the Committee deems relevant.<\/p>\n

8.5 Subsequent Action; Mandatory
\nArbitration<\/u><\/strong>.<\/strong><\/p>\n

(a) Subsequent Action<\/u>.<\/strong> A Claimant153s compliance with
\nthe foregoing provisions of this Article 8 is a mandatory prerequisite to a
\nClaimant153s right to commence any subsequent action with respect to any claim for
\nbenefits under this Plan.<\/p>\n

(b) Mandatory Arbitration<\/u>.<\/strong> Any controversy or claim
\narising out of or relating to this Plan shall be resolved by arbitration in
\naccordance with the Commercial Arbitration Rules of the American Arbitration
\nAssociation. Arbitration shall be by a single arbitrator experienced in the
\nmatters at issue and selected by the parties in accordance with the Commercial
\nArbitration Rules of the American Arbitration<\/p>\n

15<\/p>\n

\n

<\/p>\n

Association. The arbitration shall be held in such place in Minneapolis,
\nMinnesota, as may be specified by the arbitrator (or any place agreed to by the
\nparties and the arbitrator). The decision of the arbitrator shall be final and
\nbinding as to any matters submitted under this Article 8; provided, however, if
\nnecessary, such decision may be enforced in any court having jurisdiction over
\nthe subject matter or over any of the parties to this Plan. All costs and
\nexpenses incurred in connection with any such arbitration proceeding (including
\nreasonable attorneys153 fees) shall be borne by the party against which the
\ndecision is rendered. If the arbitrator153s decision is a compromise, the
\ndetermination of which party or parties bears the costs and expenses incurred in
\nconnection with such arbitration proceeding shall be made by the arbitrator on
\nthe basis of the arbitrator153s assessment of the relative merits of the parties153
\npositions.<\/p>\n

ARTICLE 9<\/strong><\/p>\n

Establishment of The Trust<\/u><\/strong><\/p>\n

9.1 Establishment and Funding of the
\nTrust<\/u><\/strong>.<\/strong> The Company shall establish the Trust.
\nExcept as otherwise provided in the Plan, the Company shall at least annually
\ntransfer or cause to be transferred over to the Trust such assets as the Company
\ndetermines, in its discretion, are necessary to provide, on a present value
\nbasis, for its respective future liabilities created with respect to the Account
\nBalances for all periods prior to the transfer, taking into consideration the
\nvalue of the assets in such Trust at the time of the transfer; provided,
\nhowever, an Employer shall be entitled to offset or reduce the amount to be so
\ntransferred to the Trust by any unreimbursed benefit or expense payments made by
\nthe Employer from its funds which such benefit or expense payments were
\notherwise payable from the Trust.<\/p>\n

9.2 Interrelationship of the Plan and the
\nTrust<\/u><\/strong>.<\/strong> The provisions of the Plan shall govern the
\nrights of a Participant to receive distributions pursuant to the Plan. The
\nprovisions of the Trust shall govern the rights of the Company, the
\nParticipants, and the creditors of the Company and, where applicable, creditors
\nof Employers other than the Company, to the assets transferred to the Trust.
\nExcept as inconsistent with the provisions of Sections 10.1(b) and 12.6(b), with
\nsuch provisions applied by substituting the Trust for the Plan in such sections,
\nthe terms and provisions of the Trust agreement shall control in case of a
\nconflict between such terms and provisions and the terms and provisions of the
\nPlan.<\/p>\n

9.3 Distributions From the Trust<\/u><\/strong>.<\/strong>
\nThe Company153s and other Employer153s obligations under the Plan may be paid or
\notherwise satisfied with assets of the Trust and any such payment or
\nsatisfaction shall reduce the Company153s or other Employer153s obligations under
\nthe Plan in the same amount.<\/p>\n

16<\/p>\n

\n

ARTICLE 10<\/strong><\/p>\n

Administration<\/u><\/strong><\/p>\n

10.1 Committee Duties<\/u><\/strong>.<\/strong><\/p>\n

(a) General<\/u>. Except as otherwise provided in this Article 10, this
\nPlan shall be administered by a Committee which shall consist of the Board, or
\nsuch Committee as the Board shall appoint. Members of the Committee may be
\nParticipants under this Plan. The Committee shall have the exclusive
\nresponsibility for or to direct the general administration and operation of the
\nPlan and the power to take any action necessary or appropriate to carry out such
\nresponsibilities. In addition, the Committee shall provide generally for the
\noperation of the Plan and be a liaison between Employers to assure uniform
\nprocedures as appropriate. The duties of the Committee shall include, but not be
\nlimited to, the following:<\/p>\n

(i) to prescribe, require and use appropriate forms;<\/p>\n

(ii) to formulate, issue and apply rules and regulations;<\/p>\n

(iii) to prepare and file reports, notices and any other documents relating
\nto the Plan which may be required by law;<\/p>\n

(iv) to interpret and apply the provisions of the Plan;<\/p>\n

(v) to authorize and direct benefit payments.<\/p>\n

In exercising such powers and duties, and other powers and duties granted
\nunder the Plan or Trust to the Committee, the Committee is granted such
\ndiscretion as appropriate or necessary to carry out the duties and powers so
\ndelegated. This discretion necessarily follows from the fact that the Plan, the
\nTrust and related documents do not, and are not intended to, prescribe all rules
\nnecessary to administer the Plan or anticipate all circumstances or events which
\nmay arise in the course of such administration.<\/p>\n

(b) Code Section 409A<\/u>. The Plan shall be administered, and the
\nCommittee shall exercise its discretionary authority under the Plan, in a manner
\nconsistent with Code Section 409A and Treasury Regulations thereunder. Any
\npermissible discretion to accelerate or defer a Plan payment under such
\nRegulations, the power to exercise which is not otherwise assigned under the
\nPlan, shall be exercised by the Committee. In the event the matter over which
\nsuch discretion may be exercised relates to a Committee member, or such member
\nis otherwise unable to objectively exercise such discretion, such member shall
\nnot take part in the deliberations and decisions regarding that matter.<\/p>\n

(c) Allocation to Participating Employers<\/u>. To the extent practicable
\nand necessary, the Committee shall provide for an accounting of the Trust assets
\nin such manner as will permit the accurate allocation of Account Balances or
\nparts thereof, including the deemed investment earnings and losses attributable
\nthereto, to the relevant Employer.<\/p>\n

17<\/p>\n

\n

<\/p>\n

The Committee shall provide to each Employer all information necessary to
\npermit each such Employer to prepare any reports or tax filings which may be
\nrequired by reason of its status as an Employer.<\/p>\n

10.2 Administration Upon Change In
\nControl<\/u><\/strong>.<\/strong><\/p>\n

(a) General<\/u>. For purposes of this Plan, the Committee, or an
\nindependent third party administrator appointed by the Committee, shall be the
\n“Administrator” at all times prior to the occurrence of a Change in Control.
\nUpon and within one hundred twenty (120) days after a Change in Control, the
\nindividuals who comprised the Committee immediately prior to the Change in
\nControl (whether or not such individuals are members of the Committee following
\nthe Change in Control) may, by written consent of a majority of such
\nindividuals, appoint an independent third party administrator, and such
\nindependent third party administrator shall have the power and authority
\nreserved to the Committee hereunder except as otherwise provided. The
\nAdministrator shall have the discretionary power to determine all questions
\narising in connection with the administration of the Plan and the interpretation
\nof the Plan and Trust including, but not limited to benefit entitlement
\ndeterminations; provided, however, upon and after the occurrence of a Change in
\nControl, the Administrator shall have no power to direct the investment of Plan
\nassets or assets of the Trust or select any investment manager or custodial firm
\nfor the Plan or Trust. Upon and after the occurrence of a Change in Control, the
\nCompany shall pay all reasonable administrative expenses and fees of the
\nAdministrator and supply full and timely information to the Administrator or all
\nmatters relating to the Plan, the Trust, the Participants and their
\nBeneficiaries, the Account Balances of the Participants, the date of
\ncircumstances of the Retirement, Disability, death or Termination of Employment
\nof the Participants, and such other pertinent information as the Administrator
\nmay reasonably require. In the event the individuals who comprised the Committee
\nimmediately prior to the Change in Control appoint an independent third party
\nadministrator upon or after the Change in Control, the Administrator may be
\nterminated (and a replacement appointed) thereafter only with the written
\nconsent of the majority of those Participants (or Beneficiaries for those
\nParticipants who are then deceased), per capita, who have an interest in the
\nPlan on the date of such termination.<\/p>\n

(b) Change in Control<\/u>. Solely for the purpose of applying this Section
\n10.2, a Change in Control shall have the same meaning as such phrase has under
\nthe Trust.<\/p>\n

10.3 Agents<\/u><\/strong>.<\/strong> In the administration
\nof this Plan, the Committee and Administrator may, from time to time, employ
\nagents and delegate to them such administrative duties as it sees fit (including
\nacting through a duly appointed representative) and may from time to time
\nconsult with counsel who may be counsel to any Employer.<\/p>\n

10.4 Binding Effect of Decisions<\/u><\/strong>.<\/strong>
\nThe decision or action of the Committee and Administrator with respect to any
\nquestion arising out of or in connection with the administration, interpretation
\nand application of the Plan and the rules and regulations promulgated<\/p>\n

18<\/p>\n

\n

<\/p>\n

hereunder shall be final and conclusive and binding upon all persons having
\nany interest in the Plan.<\/p>\n

10.5 Indemnity<\/u><\/strong>.<\/strong> The Company shall
\nindemnify and hold harmless the ex-CEO, the members of the Committee, and the
\nAdministrator, and any employee or other agent to whom the duties of the
\nCommittee or Administrator may be delegated, against any and all claims, losses,
\ndamages, expenses or liabilities arising from any action or failure to act with
\nrespect to this Plan, except in the case of gross negligence or willful
\nmisconduct by such person.<\/p>\n

10.6 Employer Information<\/u><\/strong>.<\/strong> The
\nCompany and each Employer shall supply full and timely information to the
\nCommittee or Administrator on all matters relating to the compensation of its
\nParticipants, the date and circumstances of the Retirement, Disability, death or
\nTermination of Employment of its Participants, and such other pertinent
\ninformation as the Committee or Administrator may reasonably require to
\nadminister the Plan.<\/p>\n

ARTICLE 11<\/strong><\/p>\n

Termination, Amendment or Modification<\/u><\/strong>\n<\/p>\n

11.1 Termination<\/u><\/strong>.<\/strong><\/p>\n

(a) General<\/u>. Although the Company anticipates that it will continue
\nthe Plan for an indefinite period of time, there is no guarantee that the
\nCompany will continue the Plan or will not terminate the Plan at any time in the
\nfuture. Accordingly, the Company reserves the right to discontinue its
\nsponsorship of the Plan or to suspend or terminate the Plan at any time with
\nrespect to any or all of the participating Employees and Directors. Except as
\notherwise provided or allowed for herein, however, such action shall not cancel
\nan Annual Deferral Amount election for the year of such suspension or
\nTermination or accelerate or defer the payment (determined without regard to
\nsuch suspension or termination) of Account Balances.<\/p>\n

(b) Change in Control<\/u>. Upon or effective with a Change in Control, the
\nPlan shall be terminated effective no later than the end of the Plan Year in
\nwhich such event occurs and, to the extent and manner allowed under Code Section
\n409A and Treasury Regulations thereunder, all Account Balances of affected
\nParticipants remaining at the final liquidation of the Plan and Trust shall be
\npaid in a lump sum notwithstanding the payment elections made by Participants.
\nTo the extent such liquidation and acceleration of payment is not so possible,
\nhowever, Account Balances shall be paid at the times and in the manner otherwise
\nprovided under the Plan.<\/p>\n

11.2 Amendment<\/u><\/strong>.<\/strong> The Company may, at
\nany time, amend or modify the Plan in whole or in part; provided, however, that
\nno such amendment shall (i) reduce the value of a Participant153s Account Balance
\ndetermined as if the Participant had experienced a Termination of Employment as
\nof the effective date of the amendment or modification, (ii) adversely affect
\nany benefits to which a Participant or Beneficiary has become entitled as of the
\ndate of the amendment or modification, or (iii) amend or modify substantively
\nthis Section 11.2 or<\/p>\n

19<\/p>\n

\n

<\/p>\n

Section 10.2 coincident with or after a Change in Control, no matter when
\nsuch amendment or modification is otherwise purportedly effective.<\/p>\n

ARTICLE 12<\/strong><\/p>\n

Miscellaneous<\/u><\/strong><\/p>\n

12.1 Non-Guarantee of Employment<\/u><\/strong>. Nothing contained
\nin this Plan shall be construed as a contract of employment or other service
\nbetween an Employer and a Participant, or as a right of any Participant to be
\ncontinued in the employment or service of an Employer, or as a limitation on the
\nright of an Employer to discharge any Participant with or without notice or with
\nor without cause.<\/p>\n

12.2 Rights to Trust Asset<\/u><\/strong>. No Participant or any
\nother person shall have any right to, or interest in, any part of the Trust
\nassets upon Termination of employment or otherwise, except as otherwise provided
\nunder the Plan. If the assets of the Trust are insufficient to pay a
\nParticipant153s benefits, the Participant153s Employer shall pay any such amounts
\nfrom its other general assets. If such Employer does not timely pay such
\nbenefits, the sole recourse of a claimant Participant or Beneficiary shall be
\nagainst such Employer and neither the Company nor any other Employer shall be
\nresponsible to pay or provide for the payment of such benefits or liable for the
\nnonpayment thereof.<\/p>\n

12.3 Suspension of Rules<\/u><\/strong>.<\/p>\n

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

(b) Section 162(m)<\/u>. If the Committee reasonably determines that a
\nscheduled payment of benefits under the Plan will not be deductible by an
\nEmployer by reason of Code Section 162(m), it shall suspend all such payments to
\nthe extent not so deductible. Payments so suspended shall be paid within sixty
\n(60) days after the affected Participant dies or incurs a Termination of
\nEmployment; provided, however, if the Participant is a Specified Employee when
\nhe or she incurs a Termination of Employment, payments suspended pursuant to
\nthis subsection shall be paid as described in Section 4.4 or 5.4, as the case
\nmay be, as if the amounts so suspended were payable as a lump sum on the date of
\nsuch Termination.<\/p>\n

(c) Offset for Amounts Due<\/u>. A Participant153s Account Balance may be
\nreduced by one or more offsets to repay any amounts then due and owing to an
\nEmployer, unless another means of repayment is agreed to by the Committee.
\nExcept for the right to<\/p>\n

20<\/p>\n

\n

<\/p>\n

immediate offset for an amount up to $5,000, or such higher amount as allowed
\nby Treasury Regulations or other directives under or related to Code Section
\n409A, the Account Balance shall not be so offset before it is otherwise
\nscheduled to be paid to the Participant or Beneficiary and the amount then
\noffset shall not exceed the amount that would be otherwise so paid.<\/p>\n

12.4 Requirement of Proof<\/u><\/strong>. In discharging their
\nduties and responsibilities under the Plan, the Committee or other individual
\nmay require proof of any matter concerning this Plan, and no person shall
\nacquire any rights or be entitled to receive any benefits under this Plan until
\nsuch proof is furnished.<\/p>\n

12.5 Non-Alienation and Taxes<\/u><\/strong>.<\/p>\n

(a) General<\/u>. Except as otherwise expressly provided herein or as
\notherwise required by law, no right or interest of any Participant or
\nBeneficiary in the Plan and the Trust shall be subject in any manner to
\nanticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
\ncharge, attachment, garnishment, execution, levy, bankruptcy, or any other
\ndisposition of any kind, either voluntary or involuntary, prior to actual
\nreceipt of payment by the person entitled to such right or interest under the
\nprovisions hereof, and any such disposition or attempted disposition shall be
\nvoid.<\/p>\n

(b) Tax Withholdings<\/u>.<\/p>\n

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

(2) Tax Consequences<\/u>. Neither the Company nor any other Employer
\nrepresents or guarantees that any particular federal, foreign, state or local
\nincome, payroll, or other tax consequence will result from participation in this
\nPlan or payment of benefits under the Plan.<\/p>\n

12.6 Savings Clause<\/u><\/strong>.<\/p>\n

(a) General<\/u>. If any term, covenant, or condition of this Plan, or the
\napplication thereof to any person or circumstance, shall to any extent be held
\nto be invalid or<\/p>\n

21<\/p>\n

\n

<\/p>\n

unenforceable, the remainder of this Plan, or the application of any such
\nterm, covenant, or condition to persons or circumstances other than those as to
\nwhich it has been held to be invalid or unenforceable, shall not be affected
\nthereby, and, except to the extent of any such invalidity or unenforceability,
\nthis Plan and each term, covenant, and condition hereof shall be valid and shall
\nbe enforced to the fullest extent permitted by law.<\/p>\n

(b) Section 409A<\/u>. If any term, covenant, or condition of this Plan, or
\nthe application thereof to any person or circumstance, shall be considered not
\nto be in compliance with Code Section 409A and Treasury Regulations thereunder,
\nsuch as would cause all or part of the Participant153s Account Balance to be
\ncurrently taxable under such provisions, then such term, covenant, condition or
\napplication shall be considered modified to the extent necessary to achieve its
\ndesign and purpose and without such noncompliance or stricken if such
\nmodification is not reasonably possible.<\/p>\n

12.7 Facility of Payment<\/u><\/strong>. If the Committee shall
\ndetermine a Participant or Beneficiary entitled to a distribution hereunder is
\nincapable of caring for his or her own affairs because of illness or otherwise,
\nit may direct any distribution from such Participant153s Account Balances be made,
\nin such shares as it shall determine, to the spouse, child, parent or other
\nblood relative of such Participant or Beneficiary, or any of them, or to such
\nother person or persons as the Committee may determine, until such date as it
\nshall determine such incapacity no longer exists; provided, however, the
\nexercise of this discretion shall not cause an acceleration or delay in the time
\nof payment of Plan benefits except to the extent, and only for the duration of,
\nthe time reasonably necessary to resolve such matters or otherwise protect the
\ninterests of the Plan. The Committee shall be under no obligation to see to the
\nproper application of the distributions so made to such person or persons and
\nany such distribution shall be a complete discharge of any liability under the
\nPlan to such Participant or Beneficiary, to the extent of such distribution.\n<\/p>\n

12.8 Requirement of Releases<\/u><\/strong>. If, in the opinion of
\nthe Committee, any present or former spouse or dependent of a Participant or
\nother person shall by reason of the law of any jurisdiction appear to have any
\nbona fide interest in Plan benefits that may become payable to a Participant or
\nwith respect to a deceased Participant, or otherwise has asserted such a claim,
\nthe Committee may direct such benefits be withheld pending receipt of such
\nwritten releases as it deems necessary to prevent or avoid any conflict or
\nmultiplicity of claims with respect to the payment of such benefits, but only to
\nthe extent and for the duration reasonably necessary to resolve such matters or
\notherwise protect the interests of the Plan.<\/p>\n

12.9 Board Action<\/u><\/strong>. Any action which is required or
\npermitted to be taken by the Board of Directors of the Company under the Plan
\nmay be taken by the Compensation Committee of such Board or any other authorized
\ncommittee of such Board.<\/p>\n

12.10 Computational Errors<\/u><\/strong>. In the event
\nmathematical, accounting, or similar errors are made in processing or paying a
\nbenefit under the Plan, the Committee may make such equitable adjustments as it
\ndeems appropriate (which may be retroactive) to correct such errors.<\/p>\n

22<\/p>\n

\n

<\/p>\n

12.11 Communications<\/u><\/strong>. The Committee shall prescribe
\nsuch forms of communication, including forms for benefit application and the
\nlike, with respect to the Plan and Fund as it deems appropriate. Except as
\notherwise prescribed by such persons or otherwise provided by applicable law or
\nregulation, any such communication and assent or consent thereto may be handled
\nby electronic means.<\/p>\n

12.12 Terms<\/u><\/strong>.<\/strong> Whenever any words are
\nused herein in the masculine, they shall be construed as though they were in the
\nfeminine in all cases where they would so apply; and whenever any words are used
\nherein in the singular or in the plural, they shall be construed as though they
\nwere used in the plural or the singular, as the case may be, in all cases where
\nthey would so apply.<\/p>\n

12.13 Captions<\/u><\/strong>.<\/strong> The captions of the
\narticles, sections and paragraphs of this Plan are for convenience only and
\nshall not control or affect the meaning or construction of any of its
\nprovisions.<\/p>\n

12.14 Governing Law<\/u><\/strong>.<\/strong> Subject to
\nERISA, the provisions of this Plan shall be construed and interpreted according
\nto the internal laws of the State of Minnesota without regard to its conflicts
\nof laws principles.<\/p>\n

12.15 Notice<\/u><\/strong>.<\/strong> Any notice or filing
\nrequired or permitted to be given to the Committee under this Plan shall be
\nsufficient if in writing and hand-delivered, or sent by registered or certified
\nmail, to the address below:<\/p>\n\n\n\n\n\n\n
<\/td>\n\n

Best Buy Co., Inc.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Office of the General Counsel<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

7601 Penn Avenue South<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

Richfield, MN 55423<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Such notice shall be deemed given as of the date of delivery or, if delivery
\nis made by mail, as of the date shown on the postmark on the receipt for
\nregistration or certification.<\/p>\n

Any notice or filing required or permitted to be given to a Participant or
\nother Claimant under this Plan shall be sufficient if in writing and
\nhand-delivered, or sent by mail, to the last known address of such person.<\/p>\n

12.16 Successors<\/u><\/strong>.<\/strong> The provisions of
\nthis Plan shall bind and inure to the benefit of the Company and other Employers
\nand their respective successors and assigns, and to the Participants and their
\nBeneficiaries.<\/p>\n

12.17 Spouse153s Interest<\/u><\/strong>.<\/strong> The
\ninterest in the benefits hereunder of a spouse of a Participant who has
\npredeceased the Participant shall automatically pass to the Participant and
\nshall not be transferable by such spouse in any manner, including but not
\nlimited to such spouse153s will, nor shall such interest pass under the laws of
\nintestate succession.<\/p>\n

12.18 Insurance<\/u><\/strong>.<\/strong> The Company, on its
\nown behalf or on behalf of other Employers, in its discretion, may apply for and
\nprocure insurance on the life of the Participant, in such amounts and in such
\nforms as the trustees may choose. The Company or the trustees of the<\/p>\n

23<\/p>\n

\n

<\/p>\n

Trust, as the case may be, shall be the sole owner and beneficiary of any
\nsuch insurance. The Participant shall have no interest whatsoever in any such
\npolicy or policies, and at the request of the Company shall submit to medical
\nexaminations and supply such information and execute such documents as may be
\nrequired by the insurance company or companies to whom the Company has applied
\nfor insurance.<\/p>\n

12.19 Legal Fees To Enforce Rights After Change in
\nControl<\/u><\/strong>.<\/strong> The Company is aware that upon the
\noccurrence of a Change in Control, the Board or the board of directors of a
\nParticipant153s Employer (which might then be composed of new members) or a
\nshareholder of the Company or the Participant153s Employer, or of any successor
\ncorporation might then cause or attempt to cause the Company, the Participant153s
\nEmployer or such successor to refuse to comply with its obligations under the
\nPlan and might cause or attempt to cause the Company or the Participant153s
\nEmployer to institute, or may institute, litigation seeking to deny Participants
\nthe benefits intended under the Plan. In these circumstances, the purpose of the
\nPlan could be frustrated. Accordingly, if, following a Change in Control, it
\nshould appear to any Participant that the Company, the Participant153s Employer or
\nany successor corporation has failed to comply with any of its obligations under
\nthe Plan or any agreement thereunder or, if the Company, such Employer or any
\nother person takes any action to declare the Plan void or unenforceable or
\ninstitutes any litigation or other legal action designed to deny, diminish or to
\nrecover from any Participant the benefits intended to be provided, then the
\nCompany irrevocably authorizes such Participant to retain counsel of his or her
\nchoice at the expense of the Company to represent such Participant in connection
\nwith the initiation or defense of any litigation or other related legal action,
\nwhether by or against the Company, the Participant153s Employer or any director,
\nofficer, shareholder or other person affiliated with the Company, the
\nParticipant153s Employer or any successor thereto in any jurisdiction.<\/p>\n

ARTICLE 13<\/strong><\/p>\n

Transitional Rules<\/u><\/strong><\/p>\n

13.1 Introduction<\/u><\/strong>. This Plan document is effective on
\nJanuary 1, 2009 (i.e., the “effective date”) and, except as otherwise provided
\nherein, shall apply only to those persons who are Participants or Beneficiaries
\non or after the effective date. The provisions of the Plan document as in effect
\nprior to the effective date, taking into account changes made in operations to
\nsatisfy Code Section 409A, Treasury Regulations thereunder and other guidance
\nwith respect to such Code Section issued by the Internal Revenue Service, even
\nif not reflected in the formal Plan document previously in effect, shall
\ncontinue to govern the rights and entitlements of persons not described in the
\nimmediately preceding sentence except to the extent (i) the application of this
\nPlan document to such persons or the payment of benefits to such persons does
\nnot materially diminish or enlarge such rights and entitlements, or (ii) such
\napplication is necessary to satisfy such law and regulations.<\/p>\n

13.2 Amounts Deferred Under Prior
\nPlan<\/u><\/strong>.<\/strong><\/p>\n

(a) General<\/u>. Account Balances (including earnings and losses on such
\nbalances regardless of when incurred) attributable to deferrals and
\ncontributions for periods<\/p>\n

24<\/p>\n

\n

<\/p>\n

after 2004 shall be accounted for separately from such balances attributable
\nto deferrals and contributions (other than those described in subsection (b)
\nimmediately following) for periods before 2005 (such pre-2005 balances are
\nreferred to as the “Grandfathered Account Balances”).<\/p>\n

(b) Non-Vested<\/u>. The Grandfathered Account Balances shall not include
\nany portion thereof which was not vested as of December 31, 2004, with such
\nvesting determined without regard to any amendment or other material action, or
\nother than the continued performance of services, made or taken after October 3,
\n2004, which caused an increase in such vesting. Such non-vested portions of such
\nbalances shall be paid at the time and form elected by the Participant concerned
\non or before December 31, 2004 and, in the absence of any such election, shall
\nbe paid in a lump sum during the first sixty (60) days of the Plan Year which
\nimmediately follows the Plan Year in which the Participant incurs a Termination
\nof Employment, Retires, or dies.<\/p>\n

13.3 Suspension of Deferrals for Penalty
\nWithdrawals<\/u><\/strong>. The exercise of the 10% penalty withdrawal feature
\nunder Section 4.4 of the 2004 Plan shall cause a cancellation of any further
\nAnnual Deferral Amount as described therein and no Annual Deferral Amount may be
\nelected by the Participant concerned with respect to any period before the
\nsecond Plan Year which begins after the date of such payment.<\/p>\n

13.4 Treatment of Grandfathered Account Balances<\/u><\/strong>.
\nExcept as otherwise provided herein, the time and form of payment of
\nGrandfathered Account Balances, including any right to further accelerate or
\nfurther defer any such payment, whether as of right or petition by the
\nParticipant or Beneficiary concerned or in the discretion of the Committee or
\nother third party, shall not be materially enlarged or subtracted from by this
\nPlan restatement.<\/p>\n

IN WITNESS WHEREOF<\/strong>, the Company has signed this Fifth
\nAmended and Restated Deferred Compensation Plan document effective as of January
\n1, 2009.<\/p>\n\n\n\n\n\n\n\n
<\/td>\n\n

Best Buy Co., Inc., a Minnesota corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Title:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

25<\/p>\n

\n

<\/p>\n

TABLE OF CONTENTS<\/u><\/strong><\/p>\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n\n

Page<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 1.<\/p>\n<\/td>\n

\n

Definitions<\/p>\n<\/td>\n

\n

1<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 2.<\/p>\n<\/td>\n

\n

Selection, Enrollment, Commencement of Participation<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.1<\/p>\n<\/td>\n

\n

Selection by Committee<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.2<\/p>\n<\/td>\n

\n

Enrollment Requirements<\/p>\n<\/td>\n

\n

6<\/p>\n<\/td>\n<\/tr>\n

\n

2.3<\/p>\n<\/td>\n

\n

Amount of Participant153s Annual Deferral Amount<\/p>\n<\/td>\n

\n

7<\/p>\n<\/td>\n<\/tr>\n

\n

2.4<\/p>\n<\/td>\n

\n

Company Contribution Amount<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

2.5<\/p>\n<\/td>\n

\n

Crediting and Debiting of Account Balances<\/p>\n<\/td>\n

\n

8<\/p>\n<\/td>\n<\/tr>\n

\n

2.6<\/p>\n<\/td>\n

\n

Vesting<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

2.7<\/p>\n<\/td>\n

\n

Payment of Withholdings to Trustees or Custodian<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 3<\/p>\n<\/td>\n

\n

In-Service Distribution; Unforeseeable Financial Emergencies<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

3.1<\/p>\n<\/td>\n

\n

In-Service Distribution<\/p>\n<\/td>\n

\n

10<\/p>\n<\/td>\n<\/tr>\n

\n

3.2<\/p>\n<\/td>\n

\n

Other Benefits Take Precedence Over In-Service Distribution<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

3.3<\/p>\n<\/td>\n

\n

Withdrawal Payout\/Suspensions for Unforeseeable Financial Emergencies<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 4<\/p>\n<\/td>\n

\n

Retirement Benefit<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

4.1<\/p>\n<\/td>\n

\n

Retirement Benefit<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

4.2<\/p>\n<\/td>\n

\n

Payment of Retirement Benefit<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

4.3<\/p>\n<\/td>\n

\n

Death Prior to Completion of Retirement Benefit<\/p>\n<\/td>\n

\n

11<\/p>\n<\/td>\n<\/tr>\n

\n

4.4<\/p>\n<\/td>\n

\n

Specified Employees<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 5<\/p>\n<\/td>\n

\n

Termination Benefit<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

5.1<\/p>\n<\/td>\n

\n

Termination Benefit<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

5.2<\/p>\n<\/td>\n

\n

Payment of Termination Benefit<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

5.3<\/p>\n<\/td>\n

\n

Death Prior to Completion of Termination Benefit<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

\n

5.4<\/p>\n<\/td>\n

\n

Specified Employees<\/p>\n<\/td>\n

\n

12<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 6<\/p>\n<\/td>\n

\n

Pre-Retirement Survivor Benefit<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

6.1<\/p>\n<\/td>\n

\n

Pre-Retirement Survivor Benefit<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

6.2<\/p>\n<\/td>\n

\n

Payment of Pre-Retirement Survivor Benefit<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 7<\/p>\n<\/td>\n

\n

Beneficiary Designation<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

7.1<\/p>\n<\/td>\n

\n

Beneficiary<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

7.2<\/p>\n<\/td>\n

\n

Beneficiary Designation; Change; Spousal Consent<\/p>\n<\/td>\n

\n

13<\/p>\n<\/td>\n<\/tr>\n

\n

7.3<\/p>\n<\/td>\n

\n

Acknowledgment<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

7.4<\/p>\n<\/td>\n

\n

No Beneficiary Designation<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

7.5<\/p>\n<\/td>\n

\n

Doubt as to Beneficiary<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

7.6<\/p>\n<\/td>\n

\n

Crediting and Debiting Account Balances<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

i<\/p>\n

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
<\/p>\n

ARTICLE 8<\/p>\n<\/td>\n

\n

Claims Procedures<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

8.1<\/p>\n<\/td>\n

\n

Presentation of Claim<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

8.2<\/p>\n<\/td>\n

\n

Notification of Decision<\/p>\n<\/td>\n

\n

14<\/p>\n<\/td>\n<\/tr>\n

\n

8.3<\/p>\n<\/td>\n

\n

Review of a Denied Claim<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

8.4<\/p>\n<\/td>\n

\n

Decision on Review<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

\n

8.5<\/p>\n<\/td>\n

\n

Subsequent Action; Mandatory Arbitration<\/p>\n<\/td>\n

\n

15<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 9<\/p>\n<\/td>\n

\n

Establishment of The Trust<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

9.1<\/p>\n<\/td>\n

\n

Establishment and Funding of the Trust<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

9.2<\/p>\n<\/td>\n

\n

Interrelationship of the Plan and the Trust<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

\n

9.3<\/p>\n<\/td>\n

\n

Distributions From the Trust<\/p>\n<\/td>\n

\n

16<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 10<\/p>\n<\/td>\n

\n

Administration<\/p>\n<\/td>\n

\n

17<\/p>\n<\/td>\n<\/tr>\n

\n

10.1<\/p>\n<\/td>\n

\n

Committee Duties<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

10.2<\/p>\n<\/td>\n

\n

Administration Upon Change In Control<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

10.3<\/p>\n<\/td>\n

\n

Agents<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

10.4<\/p>\n<\/td>\n

\n

Binding Effect of Decisions<\/p>\n<\/td>\n

\n

18<\/p>\n<\/td>\n<\/tr>\n

\n

10.5<\/p>\n<\/td>\n

\n

Indemnity<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

10.6<\/p>\n<\/td>\n

\n

Employer Information<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 11.<\/p>\n<\/td>\n

\n

Termination, Amendment or Modification<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

11.1<\/p>\n<\/td>\n

\n

Termination<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

\n

11.2<\/p>\n<\/td>\n

\n

Amendment<\/p>\n<\/td>\n

\n

19<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 12<\/p>\n<\/td>\n

\n

Miscellaneous<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

12.1<\/p>\n<\/td>\n

\n

Non-Guarantee of Employment<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

12.2<\/p>\n<\/td>\n

\n

Rights to Trust Asset<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

12.3<\/p>\n<\/td>\n

\n

Suspension of Rules<\/p>\n<\/td>\n

\n

20<\/p>\n<\/td>\n<\/tr>\n

\n

12.4<\/p>\n<\/td>\n

\n

Requirement of Proof<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

12.5<\/p>\n<\/td>\n

\n

Non-Alienation and Taxes<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

12.6<\/p>\n<\/td>\n

\n

Savings Clause<\/p>\n<\/td>\n

\n

21<\/p>\n<\/td>\n<\/tr>\n

\n

12.7<\/p>\n<\/td>\n

\n

Facility of Payment<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

12.8<\/p>\n<\/td>\n

\n

Requirement of Releases<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

12.9<\/p>\n<\/td>\n

\n

Board Action<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

12.10<\/p>\n<\/td>\n

\n

Computational Errors<\/p>\n<\/td>\n

\n

22<\/p>\n<\/td>\n<\/tr>\n

\n

12.11<\/p>\n<\/td>\n

\n

Communications<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.12<\/p>\n<\/td>\n

\n

Terms<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.13<\/p>\n<\/td>\n

\n

Captions<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.14<\/p>\n<\/td>\n

\n

Governing Law<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.15<\/p>\n<\/td>\n

\n

Notice<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.16<\/p>\n<\/td>\n

\n

Successors<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.17<\/p>\n<\/td>\n

\n

Spouse153s Interest<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n

\n

12.18<\/p>\n<\/td>\n

\n

Insurance<\/p>\n<\/td>\n

\n

23<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

ii<\/p>\n

\n\n\n\n\n\n\n\n\n\n
<\/p>\n

12.19<\/p>\n<\/td>\n

\n

Legal Fees To Enforce Rights After Change in Control<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ARTICLE 13<\/p>\n<\/td>\n

\n

Transitional Rules<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

13.1<\/p>\n<\/td>\n

\n

Introduction<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

13.2<\/p>\n<\/td>\n

\n

Amounts Deferred Under Prior Plan<\/p>\n<\/td>\n

\n

24<\/p>\n<\/td>\n<\/tr>\n

\n

13.3<\/p>\n<\/td>\n

\n

Suspension of Deferrals for Penalty Withdrawals<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n

\n

13.4<\/p>\n<\/td>\n

\n

Treatment of Grandfathered Account Balances<\/p>\n<\/td>\n

\n

25<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

iii<\/p>\n

\n

<\/p>\n

FIRST AMENDMENT
\nOF
\nBEST BUY
\nFIFTH AMENDED AND RESTATED
\nDEFERRED COMPENSATION PLAN<\/strong><\/p>\n

WHEREAS, Best Buy Co., Inc. (the “Company”) has heretofore established and
\nmaintains a nonqualified deferred compensation plan which is currently embodied
\nin a document effective January 1, 2009 and entitled “BEST BUY FIFTH AMENDED AND
\nRESTATED DEFERRED COMPENSATION PLAN” (collectively, the “Plan document”);<\/p>\n

WHEREAS, the Company has reserved to itself the power to make further
\namendments of the Plan document.<\/p>\n

NOW, THEREFORE, the Plan document is hereby amended as follows:<\/p>\n

1.<\/strong> POSTPONING SCHEDULED DISTRIBUTIONS. Effective
\nNovember 1, 2010, Section 3.1 of the Plan document shall be amended to read as
\nfollows:<\/strong><\/p>\n

3.1. In-Service Distribution<\/u><\/strong>.<\/strong><\/p>\n

(a) Electing a Scheduled Distribution<\/u>. In connection with and at the
\ntime of each Annual Deferral Amount election, a Participant may irrevocably
\nelect to receive a future In-Service Distribution from the Plan with respect to
\nall or a portion of such Deferral Account. The In-Service Distribution shall be
\na lump sum payment in an amount that is equal to the portion of the Deferral
\nAccount for which the Participant has elected to receive such distribution,
\nadjusted as provided for in Section 2.5 to the time of such distribution. The
\nIn-Service Distribution shall be paid within the first sixty (60) days of the
\nPlan Year that begins two Plan Years after the end of the Plan Year to which the
\nAnnual Deferral Amount relates or such later Plan Year as is timely elected by
\nthe Participant. By way of example, if the minimum two year In-Service
\nDistribution is elected for Annual Deferral Amounts that are deferred in the
\nPlan Year commencing January 1, 2009, a minimum two year In-Service Distribution
\nwould be payable during the sixty (60) day period commencing January 1, 2012.\n<\/p>\n

(b) Postponing Scheduled Distributions<\/u>. Subject to Section 3.2, a
\nParticipant may make an election to postpone any In-Service Distribution
\ndescribed in Section 3.1(a) above, and have such amount paid out in a lump sum
\npayment during a sixty (60) day period commencing immediately after an allowable
\nalternative distribution payable date designated by the Participant in
\naccordance with this Section 3.1(b). In order to make this election, the
\nParticipant must submit a new In-Service Distribution election form to the
\nCommittee in accordance with the following criteria:<\/p>\n

(i) Such election form must be submitted to and accepted by the Committee at
\nleast twelve (12) months prior to the Participant153s previously designated
\nIn-Service Distribution payable date;<\/p>\n

1<\/p>\n

\n

<\/p>\n

(ii) The new In-Service Distribution payable date selected by the Participant
\nmust be a January 1 at least five years after the previously designated
\nIn-Service Distribution payable date; and<\/p>\n

(iii) The election of the new In-Service Distribution payable date will not
\nbe effective until twelve (12) months after the date on which the election is
\nmade.<\/p>\n

2.<\/strong> FUNDING OF THE TRUST. Effective November 1, 2010,
\nSections 9.1 and 9.2 of the Plan document shall be amended to read as
\nfollows:<\/strong><\/p>\n

9.1. Establishment and Funding of
\nTrust<\/u><\/strong>.<\/strong> The Company may establish a Trust with an
\nindependent corporate trustee in order to provide assets from which the
\nobligations of the Employer(s) to the Participants and their Beneficiaries under
\nthe Plan may be fulfilled. The Trust must be a grantor trust that conforms
\nsubstantially with the model trust described in Revenue Procedure 92-64. The
\nEmployers may from time to time transfer to the Trust cash, marketable
\nsecurities or other property, including securities issued by the Company,
\nacceptable to the Trustee in accordance with the terms of the Trust.<\/p>\n

9.2. Interrelationship of the Plan and the
\nTrust<\/u><\/strong>.<\/strong> The provisions of the Plan shall govern the
\nrights of a Participant to receive distributions pursuant to the Plan. The
\nprovisions of the Trust shall govern the rights of the Employers, Participants
\nand the creditors of the Employers to the assets transferred to the Trust. Each
\nEmployer shall at all times remain liable to carry out its obligations under the
\nPlan. Nothing contained in the Plan or Trust is to be construed as providing for
\nassets to be held for the benefit of any Participant or any other person or
\npersons to whom benefits are to be paid pursuant to the terms of the Plan, with
\nthe Participant153s or other person153s only interest under the Plan being the right
\nto receive the benefits set forth herein. The Trust is established only for the
\nconvenience of the Employers and the Participants, and no Participant has any
\ninterest in the assets of the Trust prior to distribution of such assets
\npursuant to the Plan. To the extent the Participant or any other person acquires
\na right to receive benefits under the Plan or the Trust, such right is no
\ngreater than the right of any unsecured general creditor of the Employer.<\/p>\n

3.<\/strong> SAVINGS CLAUSE. Save and except as herein
\nexpressly amended, the Plan Statement shall continue in full force and
\neffect.<\/strong><\/p>\n\n\n\n\n\n\n\n\n\n
<\/td>\n\n

BEST BUY CO., INC., a Minnesota corporation<\/strong><\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

Dated:<\/p>\n<\/td>\n

<\/td>\n<\/td>\n\n

By:<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n\n

Chief Human Resources Officer<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

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