{"id":38780,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/director-deferred-compensation-plan-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"director-deferred-compensation-plan-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/director-deferred-compensation-plan-target-corp.html","title":{"rendered":"Director Deferred Compensation Plan – Target Corp."},"content":{"rendered":"

TARGET CORPORATION<\/strong><\/p>\n

DDCP<\/strong><\/p>\n

(2011 PLAN STATEMENT)<\/strong><\/p>\n

\n

Effective June 8, 2011<\/p>\n

As Amended and Restated<\/p>\n

\n

\n

<\/p>\n

TARGET CORPORATION<\/strong><\/p>\n

DDCP<\/strong><\/p>\n

(2011 Plan Statement)<\/strong><\/p>\n

\n

TABLE OF CONTENTS<\/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\n
\n

SECTION 1 INTRODUCTION; DEFINITIONS<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.1<\/strong> Name of Plan; History<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

1.2.1 Account<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.2 Affiliate<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

1.2.4<\/strong> Board<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.5<\/strong> Change-in-Control<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.6 Code<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.7 [Intentionally left blank.]<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.8 Company<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.9 Crediting Rate Alternative<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.10 Deferral Credit<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.11 Director<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.12 Earnings Credit<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.13 Effective Date<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.14 Newly Eligible Director<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.15 Participant<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.16 Participating Employer<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.17 Plan<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.18 Plan Administrator<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.19 Plan Rules<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.20 Plan Statement<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.21 Plan Year<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.22 Retainer<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.23 Specified Employee<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.24 Termination of Employment<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.25 Trust<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.26 Unforeseeable Emergency<\/strong><\/p>\n<\/td>\n

\n

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

\n

1.2.27 Valuation Date<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 2 PARTICIPATION AND DEFERRAL ELECTIONS<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

2.2 Termination of Participation<\/strong><\/p>\n<\/td>\n

\n

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

\n

2.3 No Guarantee of Continued Directorship<\/strong><\/p>\n<\/td>\n

\n

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

\n

2.4 Deferral Elections<\/strong><\/p>\n<\/td>\n

\n

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

\n

2.5 Deferral of Retainers<\/strong><\/p>\n<\/td>\n

\n

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

\n

2.6 Elective Deferral Credit<\/strong><\/p>\n<\/td>\n

\n

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

\n

2.7 Cancellation of Deferral Elections<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 3 ADJUSTMENTS OF ACCOUNTS<\/strong><\/p>\n<\/td>\n

\n

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

\n

3.1 Establishment of Accounts<\/strong><\/p>\n<\/td>\n

\n

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

\n

3.2 Adjustments of Accounts<\/strong><\/p>\n<\/td>\n

\n

7<\/strong><\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

1<\/p>\n

\n

<\/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

3.3 Investment Adjustment<\/strong><\/p>\n<\/td>\n

\n

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

\n

3.4 Account Adjustments Upon a Change-in-Control or Plan
\nTermination<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 4 VESTING<\/strong><\/p>\n<\/td>\n

\n

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

\n

4.1 Participant Accounts<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 5 DISTRIBUTION<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.1 Distribution Elections<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.2 General Requirements<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.3 Six-Month Suspension for Specified Employees<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.4 Distribution on Account of Death<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.5 Distribution on Account of Unforeseeable Emergency<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.6 Designation of Beneficiaries<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

5.8 Tax Withholding<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.9 Application for Distribution<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.10 Acceleration of Distributions<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.11 Delay of Distributions<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 6 SOURCE OF PAYMENTS; NATURE OF INTEREST<\/strong><\/p>\n<\/td>\n

\n

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

\n

6.1 Source of Payments<\/strong><\/p>\n<\/td>\n

\n

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

\n

6.2 Unfunded Obligation<\/strong><\/p>\n<\/td>\n

\n

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

\n

6.3 Establishment of Trust<\/strong><\/p>\n<\/td>\n

\n

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

\n

6.4 Spendthrift Provision<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 7 ADOPTION, AMENDMENT AND TERMINATION<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

7.3 Termination and Liquidation<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 8 CLAIM PROCEDURES<\/strong><\/p>\n<\/td>\n

\n

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

\n

8.1 Claim Procedures<\/strong><\/p>\n<\/td>\n

\n

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

\n

8.2 Rules and Regulations<\/strong><\/p>\n<\/td>\n

\n

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

\n

8.3 Limitations and Exhaustion<\/strong><\/p>\n<\/td>\n

\n

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

\n

SECTION 9 PLAN ADMINISTRATION<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.1 Plan Administration<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.2 Conflict of Interest<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.3 Service of Process<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.4 Choice of Law<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.5 Responsibility for Delegate<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.6 Expenses<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.7 Errors in Computations<\/strong><\/p>\n<\/td>\n

\n

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

\n

9.8 Indemnification<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

SECTION 10 CONSTRUCTION<\/strong><\/p>\n<\/td>\n

\n

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

\n

10.1 IRC Status<\/strong><\/p>\n<\/td>\n

\n

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

\n

10.2 Rules of Document Construction<\/strong><\/p>\n<\/td>\n

\n

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

\n

10.3 References to Laws<\/strong><\/p>\n<\/td>\n

\n

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

\n

2<\/p>\n

\n

<\/p>\n

SECTION 1
\nINTRODUCTION; DEFINITIONS<\/strong><\/p>\n

\n

1.1<\/strong> Name of Plan; History. <\/strong>This Plan
\n(formerly known as the Target Corporation Director Deferred Compensation Plan)
\nis a non-qualified, unfunded plan established for the purpose of allowing
\ndirectors of the Company to defer the receipt of income. This Plan was
\noriginally adopted effective as of January 1, 1997 and was amended at various
\ntimes thereafter. Effective January 1, 2005 (and other effective dates as
\nspecifically provided), this Plan was operated in compliance with Code section
\n409A. Effective January 29, 2006, members of the Board ceased to be eligible to
\nreceive enhanced earnings on their account balances. The Plan, which is
\nintended to comply with Code section 409A, was amended and restated effective
\nJanuary 1, 2009. This Plan Statement, which was amended and restated to reflect
\nPlan administration and amendment changes authorized by the Board on
\nNovember 10, 2010 and modification of the Change in Control definition, is
\neffective as of June 8, 2011.<\/p>\n<\/p>\n

1.2<\/strong> Definitions. <\/strong>When the following terms
\nare used herein with initial capital letters, they shall have the following
\nmeanings:<\/p>\n<\/p>\n

1.2.1<\/strong> Account. <\/strong>“Account” means the
\nseparate bookkeeping account representing the separate unfunded and unsecured
\ngeneral obligation of the Participating Employers established with respect to
\neach person who is a Participant in this Plan. Within each Participant153s
\nAccount, separate subaccounts shall be maintained to the extent the Plan
\nAdministrator determines it to be necessary or desirable for the administration
\nof this Plan.<\/p>\n<\/p>\n

1.2.2<\/strong> Affiliate. <\/strong>An “Affiliate” is the
\nCompany and all persons, with whom the Company would be considered a single
\nemployer under Code section 414(b) or 414(c).<\/p>\n<\/p>\n

1.2.3<\/strong> Beneficiary. <\/strong>“Beneficiary” means an
\nindividual (human being), a trust that is a United Sates person within the
\nmeaning of the Code, a person that has been recognized as a charitable
\norganization under Code section 170(b), or the Participant153s estate designated
\nin accordance with Section 5.6 to receive all or a part of the Participant153s
\nAccount in the event of the Participant153s death prior to full distribution
\nthereof. A person so designated shall not be considered a Beneficiary until the
\ndeath of the Participant.<\/p>\n<\/p>\n

1.2.4<\/strong> Board. <\/strong>“Board” is the Board of
\nDirectors of the Company, or such committee of the Board of Directors to which
\nthe Board of Directors of the Company has delegated the respective authority.\n<\/p>\n<\/p>\n

1.2.5<\/strong> Change in Control. <\/strong>“Change in
\nControl” means one of the following:<\/p>\n<\/p>\n

(a) Individuals who are Continuing Directors cease for any reason
\nto constitute 50% or more of the directors of the Company; or<\/p>\n<\/p>\n

(b) 30% or more of the outstanding voting power of the Voting Stock
\nof the Company is acquired or beneficially owned (within the meaning of
\nRule 13d-3 under the Exchange Act) by any Person, other than an entity resulting
\nfrom a Business Combination in which clauses (x) and (y) of
\nSection 1.2.5(c) apply; or<\/p>\n<\/p>\n

(c) the consummation of a merger or consolidation of the Company
\nwith or into another entity, a statutory share exchange, a sale or other
\ndisposition (in one<\/p>\n

\n

1<\/p>\n

\n

<\/p>\n

transaction or a series of transactions) of all or substantially all of the
\nCompany153s assets or a similar business combination (each, a “Business
\nCombination”), in each case unless, immediately following such Business
\nCombination, (x) all or substantially all of the beneficial owners (within the
\nmeaning of Rule 13d-3 under the Exchange Act) of the Company153s Voting Stock
\nimmediately prior to such Business Combination beneficially own, directly or
\nindirectly, more than 60% of the voting power of the then outstanding shares of
\nvoting stock (or comparable voting equity interests) of the surviving or
\nacquiring entity resulting from such Business Combination (including such
\nbeneficial ownership of an entity that, as a result of such transaction, owns
\nthe Company or all or substantially all of the Company153s assets either directly
\nor through one or more subsidiaries), in substantially the same proportions (as
\ncompared to the other beneficial owners of the Company153s Voting Stock
\nimmediately prior to such Business Combination) as their beneficial ownership of
\nthe Company153s Voting Stock immediately prior to such Business Combination, and
\n(y) no Person beneficially owns, directly or indirectly, 30% or more of the
\nvoting power of the outstanding voting stock (or comparable equity interests) of
\nthe surviving or acquiring entity (other than a direct or indirect parent entity
\nof the surviving or acquiring entity, that, after giving effect to the Business
\nCombination, beneficially owns, directly or indirectly, 100% of the outstanding
\nvoting stock (or comparable equity interests) of the surviving or acquiring
\nentity); or<\/p>\n<\/p>\n

(d) approval by the shareholders of a definitive agreement or plan
\nto liquidate or dissolve the Company.<\/p>\n<\/p>\n

For purposes of this Section 1.2.5:<\/p>\n<\/p>\n

“Continuing Director” means an individual (A) who is, as of June 8, 2011, a
\ndirector of the Company, or (B) who becomes a director of the Company after
\nJune 8, 2011 and whose initial appointment, or nomination for election by the
\nCompany153s shareholders, was approved by at least a majority of the then
\nContinuing Directors; provided, however, that any individual whose initial
\nassumption of office occurs as a result of either an actual or threatened
\ncontested election by any Person (other than the Board of Directors) seeking the
\nelection of such nominee in which the number of nominees exceeds the number of
\ndirectors to be elected shall not be a Continuing Director;<\/p>\n<\/p>\n

“Person” means any individual, firm, corporation or other entity and shall
\ninclude any group comprised of any person and any other person with whom such
\nperson or any affiliate or associate (as defined in Rule 14a-1(a) of the
\nExchange Act) of such person has any agreement, arrangement or understanding,
\ndirectly or indirectly, for the purpose of acquiring, holding, voting or
\ndisposing of any capital stock of the Company;<\/p>\n<\/p>\n

“Voting Stock” means all then-outstanding capital stock of the Company
\nentitled to vote generally in the election of directors of the Company: and<\/p>\n<\/p>\n

“Exchange Act” means the Securities Exchange Act of 1934, as amended and in
\neffect from time to time, and the regulations promulgated thereunder.<\/p>\n<\/p>\n

1.2.6<\/strong> Code. <\/strong>“Code” means the Internal
\nRevenue Code of 1986, as amended (including, when the context requires, all
\nregulations, interpretations and rulings issued hereunder).<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

1.2.7<\/strong> [Intentionally left blank.]<\/strong><\/p>\n<\/p>\n

1.2.8<\/strong> Company.<\/strong> “Company” means Target
\nCorporation, a Minnesota corporation, or any successor thereto.<\/p>\n<\/p>\n

1.2.9<\/strong> Crediting Rate Alternative.<\/strong>
\n“Crediting Rate Alternative” means a hypothetical investment option used for the
\npurpose of measuring income, gains and losses to the Accounts of Participants
\n(as if the Accounts had in fact been so invested). The Crediting Rate
\nAlternatives shall be designated in writing by the Plan Administrator.<\/p>\n<\/p>\n

1.2.10<\/strong> Deferral Credit.<\/strong> A “Deferral
\nCredit” is the amount credited to a Participant153s Account pursuant to
\nSection 2.6.<\/p>\n<\/p>\n

1.2.11<\/strong> Director.<\/strong> “Director” means any
\nperson who is a director of the Company or Participating Employer.<\/p>\n<\/p>\n

1.2.12<\/strong> Earnings Credit. <\/strong>“Earnings Credit”
\nmeans the investment adjustment credited to a Participant153s Account pursuant to
\nSection 3.3 or Section 3.4 as applicable.<\/p>\n<\/p>\n

1.2.13<\/strong> Effective Date.<\/strong> The “Effective
\nDate” of this Plan Statement is June 8, 2011, except as otherwise provided.<\/p>\n<\/p>\n

1.2.14<\/strong> Newly Eligible Director. <\/strong>“Newly
\nEligible Director” means a Director who either (i) was not previously eligible
\nto participate in this Plan or any other non-qualified, deferred compensation
\nplans maintained for directors or independent contractors by a Participating
\nEmployer or other Affiliate, (ii) had been paid all amounts previously deferred
\nunder all non-qualified, deferred compensation plans maintained for directors or
\nindependent contractors by a Participating Employer or other Affiliate and had
\nceased to be eligible to continue to participate in such plans on or before the
\ndate of payment of all amounts due under such plans, or (iii) was not eligible
\nto participate in any non-qualified deferred compensation plans (other than the
\naccrual of earnings) maintained for directors or independent contractors by a
\nParticipating Employer or other Affiliate at any time during the 24-month period
\nending on the date the Director has again become eligible to participate in the
\nPlan.<\/p>\n<\/p>\n

1.2.15<\/strong> Participant. <\/strong>A “Participant” is a
\nDirector who becomes a Participant in this Plan in accordance with the
\nprovisions of Section 2. A Director who has become a Participant shall be
\nconsidered to continue as a Participant in this Plan until the date when the
\nParticipant no longer has any Account under this Plan, or the date of the
\nParticipant153s death, if earlier.<\/p>\n<\/p>\n

1.2.16<\/strong> Participating Employer.
\n<\/strong>“Participating Employer” means the Company and each other Affiliate
\nthat, with the consent of the Plan Administrator adopts this Plan. A
\nParticipating Employer shall cease to be a Participating Employer on the date it
\nceases to be an Affiliate.<\/p>\n<\/p>\n

1.2.17<\/strong> Plan. <\/strong>“Plan” means the
\nnonqualified, unfunded income deferral program maintained by the Company and
\nestablished for the benefit of Participants eligible to participate therein, as
\nset forth in this Plan Statement. As used herein, “Plan” does not refer to the
\ndocuments pursuant to which this Plan is maintained. That document is referred
\nto herein as the “Plan Statement”. The Plan shall be referred to as the “Target
\nCorporation DDCP” (formerly known as the Target Corporation Director Deferred
\nCompensation Plan).<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

1.2.18<\/strong> Plan Administrator. <\/strong>“Plan
\nAdministrator” means the individual designated in Sec. 10.1.1, or, if
\napplicable, its delegate.<\/p>\n<\/p>\n

1.2.19<\/strong> Plan Rules. <\/strong>“Plan Rules” are rules,
\npolicies, practices or procedures adopted by the Plan Administrator or its
\ndelegate pursuant to Section 9.1.5.<\/p>\n<\/p>\n

1.2.20<\/strong> Plan Statement. “<\/strong>Plan Statement”
\nmeans this document entitled “Target Corporation DDCP (2011 Plan Statement),” as
\nadopted by the Company, effective as of June 8, 2011, as the same may be amended
\nfrom time to time.<\/p>\n<\/p>\n

1.2.21<\/strong> Plan Year. <\/strong>“Plan Year” means the
\nperiod from January 1 through December 31.<\/p>\n<\/p>\n

1.2.22<\/strong> Retainer. <\/strong>“Retainer” means the
\ntotal cash fees paid to Participant for service on the Board (or any committee
\nthere of).<\/p>\n<\/p>\n

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

1.2.24<\/strong> Termination of Employment.
\n<\/strong>“Termination of Employment” means a severance of a Participant153s
\ndirectorship, and all independent contractor relationships, with the Company,
\neach Participating Employer and all Affiliates, for any reason. Notwithstanding
\nthe foregoing, a Termination of Employment shall not occur unless such
\ntermination also qualifies as a “separation from service,” as defined under Code
\nsection 409A and related guidance thereunder.<\/p>\n<\/p>\n

1.2.25<\/strong> Trust. <\/strong>“Trust” means the Target
\nCorporation Deferred Compensation Trust Agreement, dated January 1, 2009 by and
\nbetween the Company and State Street Bank and Trust Company, as it is amended
\nfrom time to time, or similar trust agreement.<\/p>\n<\/p>\n

1.2.26<\/strong> Unforeseeable Emergency.
\n<\/strong>“Unforeseeable Emergency” means a severe financial hardship to the
\nParticipant resulting from an illness or accident of the Participant, the
\nParticipant153s spouse, or a dependent (within the meaning of Code section 152(a))
\nof the Participant, loss of the Participant153s property due to casualty, or other
\nsimilar extraordinary and unforeseeable circumstances arising as a result of
\nevents beyond the control of the Participant, but only if and to the extent such
\nUnforeseeable Emergency constitutes an “unforeseeable emergency” under Code
\nsection 409A.<\/p>\n<\/p>\n

1.2.27<\/strong> Valuation Date. <\/strong>“Valuation Date”
\nmeans each business day on which the New York Stock Exchange is open.<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

SECTION 2
\nPARTICIPATION AND DEFERRAL ELECTIONS<\/strong><\/p>\n

\n

2.1<\/strong> Eligibility. <\/strong>A Director is eligible to
\nparticipate in this Plan in accordance with and subject to the requirements of
\nthis Plan.<\/p>\n<\/p>\n

2.1.1<\/strong> Eligibility for Newly Eligible Director.
\n<\/strong>A Newly Eligible Director is eligible to participate in this Plan on
\nthe date that is 30 days after he or she becomes a Director.<\/p>\n<\/p>\n

2.1.2<\/strong> Initial Enrollment. <\/strong>A Director
\nshall, as a condition of participation in this Plan, complete such forms and
\nmake such elections in accordance with Plan Rules as the Plan Administrator may
\nrequire for the effective administration of this Plan.<\/p>\n<\/p>\n

2.2<\/strong> Termination of Participation. <\/strong>Except
\nas otherwise specifically provided in this Plan Statement or by the Plan
\nAdministrator, a Director who ceases to be a Director is not eligible to
\ncontinue to participate in the Plan, provided, that any deferral elections in
\neffect, and irrevocable, will continue to apply with respect to any Retainers.
\nThe Participant153s Account will continue to be governed by the terms of the Plan
\nuntil such time as the Participant153s Account balance is paid in accordance with
\nthe terms of the Plan. A Participant or Beneficiary will cease to be such as of
\nthe date on which his or her entire Account balance has been distributed.<\/p>\n<\/p>\n

2.3<\/strong> No Guarantee of Continued Directorship.
\n<\/strong>Participation in this Plan does not constitute a guarantee or contract
\nwith any Participating Employer guaranteeing that the Director will continue to
\nbe a director. Such participation shall in no way interfere with any rights the
\nshareholders of a Participating Employer would have in the absence of such
\nparticipation to determine the duration of the director153s service.<\/p>\n<\/p>\n

2.4<\/strong> Deferral Elections.<\/strong> A Director who
\nsatisfies the eligibility requirements of Section 2 may, at the time and in the
\nmanner provided hereunder, elect to defer the receipt of his or her Retainer.\n<\/p>\n<\/p>\n

2.4.1<\/strong> General. <\/strong>Except as otherwise
\nprovided in this Plan, an election shall be made before the beginning of the
\nPlan Year during which the Participant performs services for which the Retainer
\nis earned. The election must designate the percentage of the Retainer which
\nshall be deferred under this Plan. In accordance with Plan Rules, the Plan
\nAdministrator will determine the manner and timing required to file a deferral
\nelection. No deferral election shall be effective unless prior to the deadline
\nfor making such election, the Participant has filed with the Plan Administrator,
\nin accordance with Plan Rules, an insurance consent form permitting the
\nParticipating Employer or Company to purchase and maintain life insurance
\ncoverage on the Director with the Participating Employer or Company as the
\nbeneficiary. An election to defer the Retainer for the Plan Year or other
\nperiod is irrevocable once it has been accepted by the Plan Administrator and
\nthe deadline for making such election has expired, except as otherwise provided
\nunder this Plan.<\/p>\n<\/p>\n

2.4.2<\/strong> Newly Eligible Director. <\/strong>For a Newly
\nEligible Director, the deferral election may be made after the first day of a
\nPlan Year provided it is made within 30 days after becoming eligible to
\nparticipate in this Plan. Such a deferral election by a Newly Eligible Director
\nis irrevocable once it has been received by the Plan Administrator and the
\ndeadline for making such election has expired, except as otherwise provided
\nunder this Plan. Such election will be<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

effective with respect to Retainers for services commencing with the next
\nfull calendar quarter after the deferral election becomes irrevocable.<\/p>\n<\/p>\n

2.4.3<\/strong> Terminations of Employment. <\/strong>A
\nParticipant who completes a deferral election in accordance with this
\nSection 2.4, but who has a Termination of Employment prior to the deadline for
\nmaking such election has expired, will be deemed to have made no deferral
\nelection for the respective period.<\/p>\n<\/p>\n

2.5<\/strong> Deferral of Retainers.<\/strong> A Participant153s
\nelection to defer a Retainer is subject to the following requirements:<\/p>\n<\/p>\n

2.5.1<\/strong> A deferral election will be effective with respect to
\nthe first Retainer paid for services performed during the Plan Year and such
\nelection will remain in effect through the last Retainer paid for services
\nperformed during the Plan Year.<\/p>\n<\/p>\n

2.5.2<\/strong> The Retainer deferral percentage may not exceed 100%.\n<\/p>\n<\/p>\n

2.6<\/strong> Elective Deferral Credit<\/strong>. The Plan
\nAdministrator shall credit to the Account of each Participant the amount, if
\nany, of the Retainer the Participant elected to defer pursuant to this
\nSection 2. Such amount shall be credited as nearly as practicable as of the
\ntime or times when the Retainer would have been paid to the Participant but for
\nthe election to defer.<\/p>\n<\/p>\n

2.7<\/strong> Cancellation of Deferral Elections.
\n<\/strong>Notwithstanding any provisions in the Plan to the contrary, an election
\nto defer under this Section will be cancelled for the remaining portion of the
\nPlan Year in the event the Participant has received a distribution on account of
\nan Unforeseeable Emergency under Section 5.5. The revocation shall be made at
\nthe time and in the manner specified in Plan Rules and must otherwise comply
\nwith the requirements of Section 5.5.<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

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

ADJUSTMENTS OF ACCOUNTS<\/strong><\/p>\n

\n

3.1<\/strong> Establishment of Accounts. <\/strong>There shall
\nbe established for each Participant an Account which shall be adjusted as
\nprovided under Section 3.<\/p>\n<\/p>\n

3.2<\/strong> Adjustments of Accounts<\/strong>. On each
\nValuation Date, the Plan Administrator shall cause the value of the Account (or
\nsubaccount) to be increased (or decreased) for distributions, withdrawals,
\ncredits, debits and investment income, gains or losses charged to the Account.\n<\/p>\n<\/p>\n

3.3<\/strong> Investment Adjustment<\/strong>. The investment
\nincome, gains and losses shall be determined for the Accounts in accordance with
\nthe following:<\/p>\n<\/p>\n

3.3.1<\/strong> Participant Elections<\/strong>. In accordance
\nwith Plan Rules and procedures established by the Plan Administrator, each
\nParticipant shall prospectively elect, as part of the initial enrollment
\nprocess, and from time to time thereafter, one or more Crediting Rate
\nAlternatives that shall be used to measure income, gains and losses until the
\nnext Valuation Date.<\/p>\n<\/p>\n

3.3.2<\/strong> Default Rate<\/strong>. If a Participant fails
\nto designate one or more Crediting Rate Alternatives to be used to measure
\nincome, gains and losses with respect to amounts credited to his or her Account,
\nsuch amounts will be deemed to be invested in a default Crediting Rate
\nAlternative designated by the Plan Administrator in accordance with Plan Rules.\n<\/p>\n<\/p>\n

3.3.3<\/strong> Crediting<\/strong>. As of each Valuation
\nDate, each Participant153s Account shall be adjusted for income, gains and losses
\nas if the Account had in fact been invested in the Crediting Rate
\nAlternative(s) so selected.<\/p>\n<\/p>\n

3.3.4<\/strong> Responsibility for Investing
\nAdjustments<\/strong>. The Plan Administrator will not be responsible in any
\nmanner to any Participant, Beneficiary or other person for any damages, losses
\nor liabilities, costs or expenses of any kind arising in connection with any
\ndesignation or elimination of a Crediting Rate Alternative or a Participant153s
\nelection of a Crediting Rate Alternative.<\/p>\n<\/p>\n

3.4<\/strong> Account Adjustments Upon a Change-in-Control or
\nPlan Termination.<\/strong><\/p>\n<\/p>\n

3.4.1<\/strong> In the event of a Plan termination following a
\nChange-in-Control under Section 7.3.2 that causes a Trust to be established and
\nfunded pursuant to Section 6.3 where distribution of a Participant153s Account may
\nnot be made from the Trust within 60 days of the event because of restrictions
\nimposed by Code section 409A, then the Participant153s Account as of the date of
\nsuch event will no longer receive adjustments determined pursuant to
\nSection 3.3.<\/p>\n<\/p>\n

3.4.2<\/strong> On and after the date of an event described in
\nSection 3.4.1, the Account will have an investment adjustment determined at an
\nannual rate equal to the sum of the 10-Year U.S. Treasury Note plus 2%. The
\n10-Year U.S. Treasury Note rate will be determined as of the date of the Plan
\ntermination under Section 7.3.2, or if no such rate is available on that date,
\nthe immediately preceding date such rate is available, and reset each calendar
\nquarter as necessary.<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

SECTION 4<\/strong>
\nVESTING<\/strong><\/p>\n

\n

4.1<\/strong> Participant Accounts. <\/strong>The Participant
\nAccounts are fully (100%) vested and non-forfeitable at all times.<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

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

DISTRIBUTION<\/strong><\/p>\n

\n

5.1 Distribution Elections. <\/strong>Except as otherwise
\nspecifically provided in this Plan, a Participant may irrevocably elect for each
\nPlan Year the form and time of distribution of the credits made to his or her
\nAccount for such Plan Year.<\/p>\n<\/p>\n

5.2 General Requirements. <\/strong>A Participant153s
\ndistribution election must be made prior to the date the Participant153s deferral
\nelection becomes irrevocable. Earnings Credits will be distributed in the same
\nform and time as in effect for the related Account credit. The election shall
\nbe made in the form and manner prescribed by Plan Rules.<\/p>\n<\/p>\n

5.2.1 Form of Distribution. <\/strong>The Participant may elect
\namong the following forms of distribution.<\/p>\n<\/p>\n

(a) Installments. <\/strong>A series
\nof annual installments made over either five (5) years or ten (10) years
\ncommencing at a time provided under Section 5.2.2(a) or (b). For purposes of
\nCode section 409A, installment payments will be treated as a series of separate
\npayments at all times.<\/p>\n<\/p>\n

(b) Lump Sum. <\/strong>A single lump
\nsum payment.<\/p>\n<\/p>\n

5.2.2 Time of Payment. <\/strong>The Participant may elect
\namong the following distribution commencement times:<\/p>\n<\/p>\n

(a) Termination of Employment.
\n<\/strong>Within 60 days following the Participant153s Termination of Employment.\n<\/p>\n<\/p>\n

(b) One-Year Anniversary of
\nTermination of Employment. <\/strong>Within 60 days following the one-year
\nanniversary of the Participant153s Termination of Employment.<\/p>\n<\/p>\n

(c) Fixed Payment Date.<\/strong>
\nWithin 60 days of January 1 of the calendar year elected by the Participant at
\nthe time of deferral. If a Participant has a Termination of Employment prior to
\nthe fixed payment date, such amount shall be paid on the earlier of: (i) within
\n60 days following January 1 in the tenth year following the year of the
\nTermination of Employment, or (ii) January 1 of the calendar year elected by the
\nParticipant at the time of deferral. The Plan Administrator will establish Plan
\nRules, procedures and limitations on establishing the number and times of the
\nfixed payment dates available for Participants to elect.<\/p>\n<\/p>\n

(d) Payouts in 2008 and
\n2009.<\/strong> During 2007 and 2008, consistent with transition relief
\navailable under Code section 409A, and subject to Plan Rules:<\/p>\n<\/p>\n

(i) Participants had an opportunity to
\nelect during 2007 to receive a distribution of all or a portion of their Account
\nvalued as of December 31, 2007 to be distributed in January 2008.<\/p>\n<\/p>\n

(ii) Participants had an opportunity to
\nelect during 2008 to receive a distribution of all or a portion of their Account
\nvalued as of December 31, 2008 to be distributed in January 2009.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

5.2.3 Installment Amounts. <\/strong>The amount of the annual
\ninstallments shall be determined by dividing the amount of the vested portion of
\nthe Account as of the most recent Valuation Date preceding the date the
\ninstallment is being paid by the number of remaining installment payments to be
\nmade (including the payment being determined).<\/p>\n<\/p>\n

5.2.4 Small Benefit. <\/strong>Subject to Section 5.3, in the
\nevent that the vested Account balance of a Participant who has died or
\nexperienced a Termination of Employment under the Plan is less than the
\napplicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as
\nof the date on which the Plan Administrator makes such determinations, the Plan
\nAdministrator (on behalf of the Company) reserves the right to have the
\nParticipant153s entire Account paid in the form of a single lump sum payment,
\nprovided the Plan Administrator153s exercise of discretion (on behalf of the
\nCompany) complies with the requirements of Treas. Reg. Sec. 1.409A-3(j)(4)(v).\n<\/p>\n<\/p>\n

5.2.5 Default. <\/strong>If for any reason a Participant shall
\nhave failed to make a timely designation of the form or time of distribution
\nwith respect to credits for a Plan Year (including reasons entirely beyond the
\ncontrol of the Participant), except as provided in Section 5.3, the distribution
\nshall be made as a single lump sum payment within 60 days following the
\nParticipant153s Termination of Employment.<\/p>\n<\/p>\n

5.2.6 No Spousal Rights<\/strong>. No spouse, former spouse,
\nBeneficiary or other person shall have any right to participate in the
\nParticipant153s designation of a form or time of payment.<\/p>\n<\/p>\n

5.3 Six-Month Suspension for Specified Employees.
\n<\/strong>Notwithstanding any other provision in this Section 5, if a Participant
\nis a Specified Employee at Termination of Employment, then any distributions
\narising on account of the Participant153s Termination of Employment (other than on
\naccount of death) shall be suspended and not be made until (6) months have
\nelapsed since such Participant153s Termination of Employment (or, if earlier, upon
\nthe date of the Participant153s death). Any payments that were otherwise payable
\nduring the six-month suspension period referred to in the preceding sentence,
\nwill be paid within 60 days after the end of such six-month suspension period.\n<\/p>\n<\/p>\n

5.4 Distribution on Account of Death. <\/strong>Upon the
\ndeath of a Participant, the Participant153s Account balance will be paid to the
\nParticipant153s Beneficiary in a single lump sum within 90 days following the
\nParticipant153s death.<\/p>\n<\/p>\n

5.5 Distribution on Account of Unforeseeable
\nEmergency.<\/strong><\/p>\n<\/p>\n

5.5.1 When Available. <\/strong>A Participant may receive a
\ndistribution from the vested portion of his or her Account (which shall be
\ndeemed to include the deferrals that would have been made but for the
\ncancellation under Section 5.5.3) if the Plan Administrator determines that such
\ndistribution is on account of an Unforeseeable Emergency and the conditions in
\nSection 5.5.2 have been fulfilled. To receive such a distribution, the
\nParticipant must request a distribution by filing an application with the Plan
\nAdministrator and furnish such supporting documentation as the Plan
\nAdministrator may require. In the application, the Participant shall specify
\nthe basis for the distribution and the dollar amount to be distributed. If such
\nrequest is approved by the Plan Administrator, distribution shall be made in a
\nlump sum payment within 60 days following the approval by the Plan Administrator
\nof the completed application.<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

5.5.2 Limitations<\/strong>. The amount that may be distributed
\nwith respect to a Participant153s Unforeseeable Emergency shall not exceed the
\namounts necessary to satisfy the emergency plus amounts necessary to pay taxes
\nreasonably anticipated as a result of the distribution, after taking into
\naccount the extent to which such Unforeseeable Emergency is or may be relieved
\nthrough reimbursement or compensation by insurance or otherwise by liquidation
\nof the Participant153s assets (to the extent the liquidation of such assets would
\nnot itself cause severe financial hardship), and\/or cancellation of deferrals
\npursuant to Section 5.5.3, provided the determination of such limitation is
\nconsistent with the requirements of Code section 409A(a)(2)(B)(ii).<\/p>\n<\/p>\n

5.5.3 Cancellation of Deferral Elections. <\/strong>As provided
\nby Section 2.7, in the event of a distribution under Section 5.5.1 the Plan
\nAdministrator will cancel the Participant153s deferral elections for the balance
\nof the applicable Plan Year.<\/p>\n<\/p>\n

5.6 Designation of Beneficiaries.<\/strong><\/p>\n<\/p>\n

5.6.1 Right to Designate or Revoke.<\/strong><\/p>\n<\/p>\n

(a) Each Participant may designate one or
\nmore primary Beneficiaries or secondary Beneficiaries to receive all or a
\nspecified part of such Participant153s vested Account in the event of such
\nParticipant153s death. If fewer than all designated primary or secondary
\nBeneficiaries predecease the Participant, then the amount of such predeceased
\nBeneficiary153s portion shall be allocated to the remaining primary or secondary
\nBeneficiaries, as the case may be.<\/p>\n<\/p>\n

(b) The Participant may change or revoke any
\nsuch designation from time to time without notice to or consent from any spouse,
\nany person named as Beneficiary or any other person.<\/p>\n<\/p>\n

(c) No such designation, change or
\nrevocation shall be effective unless completed and filed with the Plan
\nAdministrator in accordance with Plan Rules during the Participant153s lifetime.\n<\/p>\n<\/p>\n

5.6.2 Failure of Designation<\/strong>. If a Participant:<\/p>\n<\/p>\n

(a) fails to designate a Beneficiary,<\/p>\n<\/p>\n

(b) designates a Beneficiary and thereafter
\nrevokes such designation without naming another Beneficiary, or<\/p>\n<\/p>\n

(c) designates one or more Beneficiaries and
\nall such Beneficiaries so designated fail to survive the Participant, such
\nParticipant153s vested Account, shall be payable to the first class of the
\nfollowing classes of automatic Beneficiaries:<\/p>\n<\/p>\n

Participant153s surviving spouse<\/p>\n

Representative of Participant153s estate<\/p>\n<\/p>\n

5.6.3 Disclaimers by Beneficiaries<\/strong>. A Beneficiary
\nentitled to a distribution of all or a portion of a deceased Participant153s
\nvested Account may disclaim an interest therein subject to the Plan Rules.<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

5.6.4 Special Rules. <\/strong>Unless the Participant has
\notherwise specified in the Participant153s Beneficiary designation, the following
\nrules shall apply:<\/p>\n<\/p>\n

(a) If there is not sufficient evidence that
\na person designated as a Beneficiary was living at the time of the death of the
\nParticipant, it shall be deemed that the Beneficiary was not living at the time
\nof the death of the Participant.<\/p>\n<\/p>\n

(b) The automatic Beneficiaries specified in
\nSection 5.6.2 and the Beneficiaries designated by the Participant shall become
\nfixed at the time of the Participant153s death (subject to Section 5.6.3) so that,
\nif a Beneficiary survives the Participant but dies before the receipt of all
\npayments due such Beneficiary hereunder, such remaining payments shall be
\npayable to the representative of such Beneficiary153s estate.<\/p>\n<\/p>\n

(c) If the Participant designates as a
\nBeneficiary the person who is the Participant153s spouse on the date of the
\ndesignation, either by name or by relationship, or both, the dissolution,
\nannulment or other legal termination of the marriage between the Participant and
\nsuch person shall automatically revoke such designation. The foregoing shall
\nnot prevent the Participant from designating a former spouse as a beneficiary on
\na form that is both executed by the Participant and received by the Plan
\nAdministrator (i) after the date of the legal termination of the marriage
\nbetween the Participant and such former spouse and (ii) during the Participant153s
\nlifetime.<\/p>\n<\/p>\n

(d) A finalized marriage (other than a common
\nlaw marriage) of a Participant subsequent to the date of filing of a Beneficiary
\ndesignation shall revoke such designation unless the Participant153s new spouse
\nhad previously been designated as the Beneficiary.<\/p>\n<\/p>\n

(e) Any designation of a nonspouse
\nBeneficiary by name that is accompanied by a description of relationship to the
\nParticipant shall be given effect without regard to whether the relationship to
\nthe Participant exists either then or at the Participant153s death.<\/p>\n<\/p>\n

(f) Any designation of a Beneficiary only
\nby statement of relationship to the Participant shall be effective only to
\ndesignate the person or persons standing in such relationship to the Participant
\nat the Participant153s death.<\/p>\n<\/p>\n

5.7 Facility of Payment.<\/strong><\/p>\n<\/p>\n

5.7.1 Legal Disability. <\/strong>In case of the legal
\ndisability, including minority, of an individual entitled to receive any payment
\nunder this Plan, payment shall be made, if the Plan Administrator shall be
\nadvised of the existence of such condition:<\/p>\n<\/p>\n

(a) to the duly appointed guardian,
\nconservator or other legal representative of such individual, or<\/p>\n<\/p>\n

(b) to a person or institution entrusted with
\nthe care or maintenance of the incompetent or disable Participant or
\nBeneficiary, provided such person or institution has satisfied the Plan
\nAdministrator that the payment will be used for the best interest and assist in
\nthe care of such individual, and provided further,<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

that no prior claim for said payment has been made by a duly appointed
\nguardian, conservator or other legal representative of such individual.<\/p>\n<\/p>\n

5.7.2 Discharge of Liability. <\/strong>Any payment made in
\naccordance with the foregoing provisions of this Section 5.7 shall constitute a
\ncomplete discharge of any liability or obligation of the Participating Employers
\nunder this Plan.<\/p>\n<\/p>\n

5.8 Tax Withholding. <\/strong>The Participating Employer
\n(or any other person legally obligated to do so) shall withhold the amount of
\nany federal, state or local income tax, payroll tax or other tax that the payer
\nreasonably determines is required to be withheld under applicable law with
\nrespect to any amount payable under this Plan. All benefits otherwise due
\nhereunder shall be reduced by the amount to be withheld.<\/p>\n<\/p>\n

5.9 Application for Distribution. <\/strong>A Participant
\nmay be required to make application to receive payment and to complete other
\nforms and furnish other documentation required by the Plan Administrator.
\nDistribution shall not be made to any Beneficiary until such Beneficiary shall
\nhave filed an application for benefits in a form acceptable to the Plan
\nAdministrator and such application shall have been approved by the Plan
\nAdministrator and the Plan Administrator has determined that the applicant is
\nentitled to payment.<\/p>\n<\/p>\n

5.10 Acceleration of Distributions. <\/strong>The Plan
\nAdministrator in its sole discretion may exercise discretion on behalf of the
\nCompany to accelerate the distribution of any payment under this Plan to the
\nextent allowed under Code section 409A.<\/p>\n<\/p>\n

5.11 Delay of Distributions. <\/strong>The Plan Administrator
\nin its sole discretion may exercise discretion on behalf of the Company to delay
\nthe distribution of any payment under this Plan to the extent allowed under Code
\nsection 409A, including, but not limited to, as necessary to maximize the
\nCompany153s tax deduction as allowed pursuant to Code section 162(m) or to avoid
\nviolation of securities law or other applicable law.<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

SECTION 6<\/strong>
\nSOURCE OF PAYMENTS; NATURE OF INTEREST<\/strong><\/p>\n

\n

6.1 Source of Payments.<\/strong><\/p>\n<\/p>\n

6.1.1 General Assets. <\/strong>Each Participating Employer
\nwill pay, from its general assets, the distribution of the Participant153s Account
\nunder Section 5, and all costs, charges and expenses relating thereto.<\/p>\n<\/p>\n

6.1.2 Trust. <\/strong>Upon a Change-in-Control that causes the
\nPlan to be terminated under Section 7.3.2, the trustee of the Trust will make
\ndistributions to Participants and Beneficiaries from the Trust in satisfaction
\nof a Participating Employer153s obligations to make distributions under this Plan
\nin accordance with and subject to the terms of the Trust to the extent such
\npayments are not otherwise made directly by the Participating Employer.<\/p>\n<\/p>\n

6.2 Unfunded Obligation. <\/strong>The obligation of the
\nParticipating Employers to make payments under this Plan constitutes only the
\nunsecured (but legally enforceable) promise of the Participating Employers to
\nmake such payments. Participants and their Beneficiaries, heirs, successors and
\nassigns shall have no legal or equitable rights, claims or interests in any
\nspecific property or assets of the Company or a Participating Employer, nor
\nshall they be beneficiaries of, or have any rights, claims or interests in any
\nlife insurance policies, annuity contracts or the proceeds therefrom owned or
\nwhich may be acquired by the Company.<\/p>\n<\/p>\n

6.3 Establishment of Trust. <\/strong>The Participating
\nEmployers shall have no obligation to establish or maintain any fund, trust or
\naccount (other than a bookkeeping account or reserve) for the purpose of funding
\nor paying the benefits promised under this Plan except as provided in the
\nTrust. The Participating Employers may from time to time transfer to the Trust
\ncash, or other marketable securities or other property acceptable to the trustee
\nin accordance with the terms of the Trust. If the Participating Employers have
\ndeposited funds in the Trust, such funds shall remain the sole and exclusive
\nproperty of the Participating Employer that deposited such funds.<\/p>\n<\/p>\n

6.4 Spendthrift Provision. <\/strong>Except as otherwise
\nprovided in this Section 6.4, no Participant or Beneficiary shall have any
\ninterest in any Account which can be transferred nor shall any Participant or
\nBeneficiary have any power to anticipate, alienate, dispose of, pledge or
\nencumber the same while in the possession or control of the Participating
\nEmployers. The Plan Administrator shall not recognize any such effort to convey
\nany interest under this Plan. No benefit payable under this Plan shall be
\nsubject to attachment, garnishment, or execution following judgment or other
\nlegal process before actual payment to such person.<\/p>\n<\/p>\n

6.4.1 Right to Designate Beneficiary. <\/strong>The power to
\ndesignate Beneficiaries to receive the Account of a Participant in the event of
\nsuch Participant153s death shall not permit or be construed to permit such power
\nor right to be exercised by the Participant so as thereby to anticipate, pledge,
\nmortgage or encumber such Participant153s Account or any part thereof, and any
\nattempt of a Participant so to exercise said power in violation of this
\nprovision shall be of no force and effect and shall be disregarded by the
\nParticipating Employers.<\/p>\n<\/p>\n

6.4.2 Plan Administrator153s Right to Exercise Discretion.
\n<\/strong>This Section 6.4 shall not prevent the Plan Administrator from
\nexercising, in its discretion, any of the applicable powers and options granted
\nto it under any applicable provision hereof.<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

SECTION 7
\nADOPTION, AMENDMENT AND TERMINATION<\/strong><\/p>\n

\n

7.1 Adoption. <\/strong>With the prior approval of the Plan
\nAdministrator, an Affiliate may adopt the Plan and become a Participating
\nEmployer by furnishing to the Plan Administrator a certified copy of a
\nresolution of its board of directors adopting this Plan.<\/p>\n<\/p>\n

7.2 Amendment.<\/strong><\/p>\n<\/p>\n

7.2.1 General Rule. <\/strong>The Company, by action of its
\nBoard of Directors, or by action of a person so authorized by resolution of the
\nBoard of Directors and subject to any limitations or conditions in such
\nauthorization, may at any time amend the Plan, in whole or in part, for any
\nreason, including but not limited to tax, accounting or insurance changes, a
\nresult of which may be to terminate the Plan for future deferrals provided,
\nhowever, that no amendment shall be effective to decrease the benefits, nature
\nor timing thereof payable under the Plan to any Participant with respect to
\ndeferrals made (and benefits thereafter accruing) prior to the date of such
\namendment. Written notice of any amendment shall be given each Participant then
\nparticipating in the Plan.<\/p>\n<\/p>\n

7.2.2 No Oral Amendments. <\/strong>No modification of the
\nterms of this Plan Statement shall be effective unless it is in writing. No
\noral representation concerning the interpretation or effect of this Plan
\nStatement shall be effective to amend this Plan Statement.<\/p>\n<\/p>\n

7.3 Termination and Liquidation.<\/strong><\/p>\n<\/p>\n

7.3.1 General Rule.<\/strong><\/p>\n<\/p>\n

(a) To the extent necessary or reasonable to
\ncomply with any changes in law, the Board may at any time terminate and
\nliquidate this Plan, provided such termination and liquidation satisfies the
\nrequirements of Code section 409A.<\/p>\n<\/p>\n

(b) To the extent that a Participant153s
\nbenefit under the Plan will be immediately included in the income of the
\nParticipant, as determined by a court of competent jurisdiction or the Internal
\nRevenue Service, to the extent permitted under Code section 409A, the Board may
\nterminate and liquidate this Plan, in whole or in part, as it relates to the
\nimpacted Participant.<\/p>\n<\/p>\n

7.3.2 Plan Termination and Liquidation on Account of a
\nChange-in-Control.<\/strong> Upon a Change-in-Control the Plan will terminate
\nand payment of all amounts under the Plan will be accelerated if and to the
\nextent provided in this Section 7.3.2.<\/p>\n<\/p>\n

(a) The Plan will be terminated effective as
\nof the first date on which there has occurred both (i) a Change-in-Control under
\nSection 1.2.5, and (ii) a funding of the Trust on account of such
\nChange-in-Control (referred to herein as the “Plan termination effective date”)
\nunless, prior to such Plan termination effective date, the Board affirmatively
\ndetermines that the Plan will not be terminated as of such effective date. The
\nBoard will be deemed to have taken action to irrevocably terminate the Plan as
\nof the Plan termination effective date by its failure to affirmatively determine
\nthat the Plan will not terminate as of such date.<\/p>\n

\n

15<\/p>\n

\n

<\/p>\n

(b) The determination by the Board under
\nparagraph (a) constitutes a determination that such termination will satisfy the
\nrequirements of Code section 409A, including an agreement by the Company that it
\nwill take such additional action or refrain from taking such action as may be
\nnecessary to satisfy the requirements necessary to terminate and liquidate the
\nPlan under paragraph (c) below.<\/p>\n<\/p>\n

(c) In the event the Board does not
\naffirmatively determine not to terminate the Plan as provided in paragraph (a),
\nsuch termination shall be subject to either (i) or (ii), as follows:<\/p>\n<\/p>\n

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

(ii) If the Change-in-Control does not
\nqualify as a “change in control event” for purposes of Code section 409A,
\npayment of all amounts under the Plan will be accelerated and made in a lump sum
\nas soon as administratively practicable but not more than 60 days following the
\n12 month anniversary of the Plan termination effective date, provided the
\nrequirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have been
\nsatisfied.<\/p>\n

\n

16<\/p>\n

\n

<\/p>\n

SECTION 8
\nCLAIM PROCEDURES<\/strong><\/p>\n

\n

8.1 Claims Procedure. <\/strong>Until modified by the Plan
\nAdministrator, the claim and review procedures set forth in this Section shall
\nbe the mandatory claim and review procedures for the resolution of disputes and
\ndisposition of claims filed under this Plan. An application for a distribution
\nor withdrawal shall be considered as a claim for the purposes of this Section.\n<\/p>\n<\/p>\n

8.1.1 Initial Claim. <\/strong>An individual may, subject to
\nany applicable deadline, file with the Plan Administrator a written claim for
\nbenefits under this Plan in a form and manner prescribed by the Plan
\nAdministrator.<\/p>\n<\/p>\n

(a) If the claim is denied in whole or in
\npart, the Plan Administrator shall notify the claimant of the adverse benefit
\ndetermination within ninety (90) days after receipt of the claim.<\/p>\n<\/p>\n

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

8.1.2 Notice of Initial Adverse Determination. <\/strong>A
\nnotice of an adverse determination shall set forth in a manner calculated to be
\nunderstood by the claimant.<\/p>\n<\/p>\n

(a) The specific reasons for the adverse
\ndeterminations,<\/p>\n<\/p>\n

(b) references to the specific provisions of
\nthis Plan Statement (or other applicable Plan document) on which the adverse
\ndetermination is based,<\/p>\n<\/p>\n

(c) a description of any additional material
\nor information necessary to perfect the claim and an explanation of why such
\nmaterial or information is necessary, and<\/p>\n<\/p>\n

(d) a description of the claim and review
\nprocedures.<\/p>\n<\/p>\n

8.1.3 Request for Review. <\/strong>Within sixty (60) days
\nafter receipt of an initial adverse benefit determination notice, the claimant
\nmay file with the Plan Administrator a written request for a review of the
\nadverse determination and may, in connection therewith submit written comments,
\ndocuments, records and other information relating to the claim benefits. Any
\nrequest for review of the initial adverse determination not filed within sixty
\n(60) days after receipt of the initial adverse determination notice shall be
\nuntimely.<\/p>\n<\/p>\n

8.1.4 Claim on Review. <\/strong>If the claim, upon review, is
\ndenied in whole or in part, the Plan Administrator shall notify the claimant of
\nthe adverse benefit determination within sixty (60) days after receipt of such a
\nrequest for review.<\/p>\n<\/p>\n

(a) The sixty (60) day period for deciding
\nthe claim on review may be extended for sixty (60) days if the Plan
\nAdministrator determines that special circumstances require an extension of time
\nfor determination of the claim, provided that the<\/p>\n

\n

17<\/p>\n

\n

<\/p>\n

Plan Administrator notifies the claimant, prior to the expiration of the
\ninitial sixty (60) day period, of the special circumstances requiring an
\nextension and the date by which a claim determination is expected to be made.\n<\/p>\n<\/p>\n

(b) In the event that the time period is
\nextended due to a claimant153s failure to submit information necessary to decide a
\nclaim on review, the claimant shall have sixty (60) days within which to provide
\nthe necessary information and the period for making the claim determination on
\nreview shall be tolled from the date on which the notification of the extension
\nis sent to the claimant until the date on which the claimant responds to the
\nrequest for additional information or, if earlier, the expiration of sixty (60)
\ndays.<\/p>\n<\/p>\n

(c) The Plan Administrator153s review of a
\ndenied claim shall take into account all comments, documents, records, and other
\ninformation submitted by the claimant relating to the claim, without regard to
\nwhether such information was submitted or considered in the initial benefit
\ndetermination.<\/p>\n<\/p>\n

8.1.5 Notice of Adverse Determination for Claim on Review.
\n<\/strong>A notice of an adverse determination for a claim on review shall set
\nforth in a manner calculated to be understood by the claimant.<\/p>\n<\/p>\n

(a) the specific reasons for the denial,\n<\/p>\n<\/p>\n

(b) references to the specific provisions of
\nthis Plan Statement (or other applicable Plan document) on which the adverse
\ndetermination is based,<\/p>\n<\/p>\n

(c) a statement that the claimant is
\nentitled to receive, upon request and free of charge, reasonable access to, and
\ncopies of, all documents, records, and other information relevant to the
\nclaimant153s claim for benefits,<\/p>\n<\/p>\n

(d) a statement describing any voluntary
\nappeal procedures offered by the Plan and the claimant153s right to obtain
\ninformation about such procedures, and<\/p>\n<\/p>\n

8.2 Rules and Regulations.<\/strong><\/p>\n<\/p>\n

8.2.1 Adoption of Rules. <\/strong>Any rule not in conflict or
\nat variance with the provisions hereof may be adopted by the Plan Administrator.\n<\/p>\n<\/p>\n

8.2.2 Specific Rules.<\/strong><\/p>\n<\/p>\n

(a) No inquiry or question shall be deemed
\nto be a claim or a request for a review of a denied claim unless made in
\naccordance with the established claim procedures. The Plan Administrator may
\nrequire that any claim for benefits and any request for a review of a denied
\nclaim be filed on forms to be furnished by the Plan Administrator upon request.\n<\/p>\n<\/p>\n

(b) All decisions on claims and on requests
\nfor a review of denied claims shall be made by the Plan Administrator unless
\ndelegated as provided for in the Plan, in which case references in this
\nSection 8 to the Plan Administrator shall be treated as references to the Plan
\nAdministrator153s delegate.<\/p>\n

\n

18<\/p>\n

\n

<\/p>\n

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

(d) The decision of the Plan Administrator on a claim and on a
\nrequest for a review of a denied claim may be provided to the claimant in
\nelectronic form instead of in writing at the discretion of the Plan
\nAdministrator.<\/p>\n<\/p>\n

(e) In connection with the review of a denied claim, the claimant
\nor the claimant153s representative shall be provided, upon request and free of
\ncharge, reasonable access to, and copies of, all documents, records, and other
\ninformation necessary to make a benefit determination accompanies the filing.\n<\/p>\n<\/p>\n

(f) The time period within which a benefit determination will be
\nmade shall begin to run at the time a claim or request for review is filed in
\naccordance with the claims procedures, without regard to whether all the
\ninformation necessary to make a benefit determination accompanies the filing.\n<\/p>\n<\/p>\n

(g) The claims and review procedures shall be administered with
\nappropriate safeguards to that benefit claim determinations are made in
\naccordance with governing plan documents and, where appropriate, the plan
\nprovisions have been applied consistently with respect to similarly situated
\nclaimants.<\/p>\n<\/p>\n

(h) The Plan Administrator may, in its discretion, rely on any
\napplicable statute of limitation or deadline as a basis for denial of any claim.\n<\/p>\n<\/p>\n

8.3<\/strong> Limitations and Exhaustion.<\/strong><\/p>\n<\/p>\n

8.3.1<\/strong> Claims. <\/strong>No claim shall be considered
\nunder these administrative procedures unless it is filed with the Plan
\nAdministrator within two (2) years after the Participant knew (or reasonably
\nshould have known) of the general nature of the dispute giving rise to the
\nclaim. Every untimely claim shall be denied by the Plan Administrator without
\nregard to the merits of the claim.<\/p>\n<\/p>\n

8.3.2<\/strong> Lawsuits. <\/strong>No suit may be brought by
\nor on behalf of any Participant or Beneficiary on any matter pertaining to this
\nPlan unless the action is commenced in the proper forum within two (2) years
\nfrom the earlier of:<\/p>\n<\/p>\n

(a) the date the Participant knew (or reasonably should have known)
\nof the general nature of the dispute giving rise to the action, or<\/p>\n<\/p>\n

(b) the date the claim was denied.<\/p>\n<\/p>\n

8.3.3<\/strong> Exhaustion of Remedies. <\/strong>These
\nadministrative procedures are the exclusive means for resolving any dispute
\narising under this Plan. As to such matters:<\/p>\n

\n

19<\/p>\n

\n

<\/p>\n

(a) no Participant or Beneficiary shall be permitted to litigate
\nany such matter unless a timely claim has been filed under these administrative
\nprocedures and these administrative procedures have been exhausted, and<\/p>\n<\/p>\n

(b) determinations by the Plan Administrator (including
\ndeterminations as to whether the claim was timely filed shall be afforded the
\nmaximum deference permitted by law.<\/p>\n<\/p>\n

8.3.4<\/strong> Imputed Knowledge. <\/strong>For the purpose
\nof applying the deadlines to file a claim or a legal action, knowledge of all
\nfacts that a Participant knew or reasonably should have known shall be imputed
\nto every claimant who is or claims to be a Beneficiary of the Participant or
\notherwise claims to derive an entitlement by reference to the Participant for
\nthe purpose of applying the previously specified periods.<\/p>\n

\n

20<\/p>\n

\n

<\/p>\n

SECTION 9
\nPLAN ADMINISTRATION<\/strong><\/p>\n

\n

9.1<\/strong> Plan Administration<\/strong><\/p>\n<\/p>\n

9.1.1<\/strong> Administrator. <\/strong>The Company153s Vice
\nPresident, Pay and Benefits (or any successor thereto) is the “administrator” of
\nthe Plan. Except as expressly otherwise provided herein, the Plan Administrator
\nshall control and manage the operation and administration of this Plan and make
\nall decisions and determinations.<\/p>\n<\/p>\n

9.1.2<\/strong> Authority and Delegation. <\/strong>The Plan
\nAdministrator is authorized to:<\/p>\n<\/p>\n

(a) Appoint one or more individuals or entities and delegate such
\nof his or her powers and duties as he or she deems desirable to any individual
\nor entity, in which case every reference herein made to Plan Administrator shall
\nbe deemed to mean or include the individual or entity as to matters within their
\njurisdiction. Such individual may be an officer or other employee of a
\nParticipating Employer or Affiliate, provided that any delegation to an employee
\nof a Participating Employer or Affiliate will automatically terminate when he or
\nshe ceases to be an employee. Any delegation may be rescinded at any time; and\n<\/p>\n<\/p>\n

(b) Select, employ and compensate from time to time such agents or
\nconsultants as the Plan Administrator may deem necessary or advisable in
\ncarrying out its duties and to rely on the advice and information provided by
\nthem.<\/p>\n<\/p>\n

9.1.3<\/strong> Determination. <\/strong>The Plan
\nAdministrator shall make such determinations as may be required from time to
\ntime in the administration of this Plan. The Plan Administrator shall have the
\ndiscretionary authority and responsibility to interpret and construe this Plan
\nStatement and to determine all factual and legal questions under this Plan,
\nincluding but not limited to the entitlement of Participants and Beneficiaries,
\nand the amounts of their respective interests. . Each decision of the Plan
\nAdministrator shall be final and binding upon all parties. Benefits under the
\nPlan will be paid only if the Plan Administrator decides in its discretion that
\nthe applicant is entitled to them.<\/p>\n<\/p>\n

9.1.4<\/strong> Reliance. <\/strong>The Plan Administrator may
\nact and rely upon all information reported to it hereunder and need not inquire
\ninto the accuracy thereof, nor be charged with any notice to the contrary.<\/p>\n<\/p>\n

9.1.5<\/strong> Rules and Regulations. <\/strong>Any rule,
\nregulation, policy, practice or procedure not in conflict or at variance with
\nthe provisions hereof may be adopted by the Plan Administrator.<\/p>\n<\/p>\n

9.2<\/strong> Conflict of Interest. <\/strong>If any
\nindividual to whom authority has been delegated or redelegated hereunder shall
\nalso be a Participant in this Plan, such Participant shall have no authority
\nwith respect to any matter specially affecting such Participant153s individual
\ninterest hereunder or the interest of a person superior to him or her in the
\norganization (as distinguished from the interests of all Participants and
\nBeneficiaries or a broad class of Participants and Beneficiaries), all such
\nauthority being reserved exclusively to other individuals as the case may be, to
\nthe exclusion of such Participant, and such Participant shall act only in such
\nParticipant153s individual capacity in connection with any such matter.<\/p>\n

\n

21<\/p>\n

\n

<\/p>\n

9.3<\/strong> Service of Process. <\/strong>In the absence of
\nany designation to the contrary by the Plan Administrator, the General Counsel
\nof the Company is designated as the appropriate and exclusive agent for the
\nreceipt of service of process directed to this Plan in any legal proceeding,
\nincluding arbitration, involving this Plan.<\/p>\n<\/p>\n

9.4<\/strong> Choice of Law. <\/strong>Except to the extent
\nthat federal law is controlling, this Plan Statement will be construed and
\nenforced in accordance with the laws of the State of Minnesota.<\/p>\n<\/p>\n

9.5<\/strong> Responsibility for Delegate. <\/strong>No person
\nshall be liable for an act or omission of another person with regard to a
\nresponsibility that has been allocated to or delegated to such other person
\npursuant to the terms of the Plan Statement or pursuant to procedures set forth
\nin the Plan Statement.<\/p>\n<\/p>\n

9.6<\/strong> Expenses. <\/strong>All expenses of
\nadministering the benefits due under this Plan shall be borne by the
\nParticipating Employers.<\/p>\n<\/p>\n

9.7<\/strong> Errors in Computations. <\/strong>It is
\nrecognized that in the operation and administration of the Plan certain
\nmathematical and accounting errors may be made or mistakes may arise by reason
\nof factual errors in information supplied to the Plan Administrator or trustee.
\nThe Plan Administrator shall have power to cause such equitable adjustments to
\nbe made to correct for such errors as the Plan Administrator, in its sole
\ndiscretion, considers appropriate. Such adjustments shall be final and binding
\non all persons.<\/p>\n<\/p>\n

9.8<\/strong> Indemnification. <\/strong>In addition to any
\nother applicable provisions for indemnification, the Participating Employers
\njointly and severally agree to indemnify and hold harmless, to the extent
\npermitted by law, each director, officer and employee of the Participating
\nEmployers against any and all liabilities, losses, costs or expenses (including
\nlegal fees) of whatsoever kind and nature which may be imposed on, incurred by
\nor asserted against such person at any time by reason of such person153s services
\nas an administrator in connection with this Plan, but only if such person did
\nnot act dishonestly, or in bad faith, or in willful violation of the law or
\nregulations under which such liability, loss, cost or expense arises.<\/p>\n<\/p>\n

9.9<\/strong> Notice. <\/strong>Any notice required under this
\nPlan Statement may be waived by the person entitled thereto.<\/p>\n

\n

22<\/p>\n

\n

<\/p>\n

SECTION 10
\nCONSTRUCTION<\/strong><\/p>\n

\n

10.1<\/strong> IRC Status. <\/strong>This Plan is intended to
\nbe a nonqualified deferred compensation arrangement that will comply in form and
\noperation with the requirements of Code section 409A and this Plan will be
\nconstrued and administered in a manner that is consistent with and gives effect
\nto such intention.<\/p>\n<\/p>\n

10.2<\/strong> Rules of Document Construction.<\/strong> In
\nthe event any provision of this Plan Statement is held invalid, void or
\nunenforceable, the same shall not affect, in any respect whatsoever, the
\nvalidity of any other provision of this Plan. The titles given to the various
\nSections of this Plan Statement are inserted for convenience of reference only
\nand are not part of this Plan Statement, and they shall not be considered in
\ndetermining the scope, purpose, meaning or intent of any provision hereof. The
\nprovisions of this Plan Statement shall be construed as a whole in such manner
\nas to carry out the provisions thereof and shall not be construed separately
\nwithout relation to the context.<\/p>\n<\/p>\n

10.3<\/strong> References to Laws. <\/strong>Any reference in
\nthis Plan Statement to a statute or regulation shall be considered also to mean
\nand refer to any subsequent amendment or replacement of that statute or
\nregulation unless, under the circumstances, it would be inappropriate to do so.\n<\/p>\n

\n

23<\/p>\n

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