{"id":40222,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/officer-edcp-2010-plan-statement-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"officer-edcp-2010-plan-statement-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/officer-edcp-2010-plan-statement-target-corp.html","title":{"rendered":"Officer EDCP (2010 Plan Statement) – Target Corp."},"content":{"rendered":"

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

OFFICER EDCP<\/strong><\/p>\n

(2010 PLAN STATEMENT)<\/strong><\/p>\n

\n

Effective January 13, 2010<\/p>\n

As Amended and Restated<\/p>\n

\n

\n

<\/p>\n

\n

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

2010 OFFICER EDCP<\/strong><\/p>\n

(2010 Plan Statement)<\/strong><\/p>\n

\n

TABLE OF CONTENTS<\/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 <\/strong>INTRODUCTION; DEFINITIONS<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.3 Base Salary<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.7 Certified Earnings<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.10 Committee<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.12 Company153s Fiscal Year<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.16 Discretionary Credit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.18 EDCP<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.20 Eligible Compensation<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.21 Employee<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.23 ERISA<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.24 ESBP<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.25 ESBP Benefit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.26 ESBP Benefit Transfer Credits<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.27 Newly Eligible Employee<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.28 Officer<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.31 Performance Share Award<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.37 Restoration Match Credit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.38 Signing Bonus<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\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\n\n\n\n
\n

1.2.39 SPP Benefit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.40 SPP Benefit Transfer Credit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.42 Target 401(k) Plan<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

1.2.43 Target Pension Plan<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

1.2.48 Year Of Service<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

2.2 Special Rules for Participating Employees<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

2.4 Rehires and Transfers<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

2.5 Effect on Employment<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

2.6 Condition of Participation<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

2.8 Base Salary Deferrals<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

2.9 Bonus Deferrals<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

2.10 Performance Share Award Deferrals<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

2.11 Special Code section 162(m) Deferral Elections<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 3 CREDITS TO ACCOUNTS<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

3.2 Restoration Match Credit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

3.3 SPP Benefit Transfer Credits<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

3.4 ESBP Benefit Transfer Credits<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

3.5 Discretionary Credits<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

SECTION 4 ADJUSTMENTS OF ACCOUNTS<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

5.1 Deferral Credits and Restoration Match Credits<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

5.2 Discretionary Credits<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

5.4 SPP Benefit Transfer Credit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

5.5 ESBP Benefit Transfer Credit<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

5.6 Failure to Cooperate; Misinformation or Failure to
\nDisclose<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

SECTION 6 DISTRIBUTION<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\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

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

6.9 Payments Upon Rehire<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 7 SOURCE OF PAYMENTS; NATURE OF INTEREST<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

7.5 Compensation Recovery (Recoupment)<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

SECTION 8 ADOPTION, AMENDMENT AND TERMINATION<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 9 CLAIM PROCEDURES<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 10 PLAN ADMINISTRATION<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

10.3 Committee Membership and Authority<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 11 CONSTRUCTION<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

11.1 ERISA Status<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n<\/td>\n\n

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

\n

11.5 Appendices<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

APPENDIX A<\/strong><\/p>\n<\/td>\n

\n<\/td>\n\n

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

\n

\n

<\/p>\n

\n

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

INTRODUCTION; DEFINITIONS<\/strong><\/p>\n

\n

1.1 Name of Plan; History. <\/strong>This Plan (formerly
\nknown as the “Target Corporation SMG Executive Officer Deferred Compensation
\nPlan) is a non-qualified, unfunded plan established for the purpose of allowing
\na select group of management or highly compensated employees to defer the
\nreceipt of income. This Plan was originally adopted effective as of January 1,
\n1997 and was amended at various times thereafter. Effective April 30, 2002,
\nParticipants in this Plan who were members of the Company153s Corporate Operating
\nCommittee received credits under this Plan equal to the present value of their
\nbenefit under the supplemental pension plans maintained by the Company. Each
\nsubsequent April, the Participant receives annual SPP Benefit Transfer Credits
\nequal to the change in value of his or her benefit under the supplemental
\npension plans. Effective July 31, 2002, this program was extended to include all
\nofficers of the Company. Effective April 30, 2002, Participants in this Plan who
\nwere members of the Company153s Corporate Operating Committee received credits
\nunder this Plan equal to the present value of their benefit under the Company153s
\nESBP. Each subsequent April, Participants received annual credits equal to the
\nchange in value of his or her benefit under the ESBP. Effective October 28,
\n2005, all officers who had not previously received ESBP Benefit Transfer
\nCredits, received a one-time transfer of the present value of their benefit
\nunder the ESBP. As of January 28, 2006, a one-time ESBP credit was made to
\ncertain executive committee members and no subsequent ESBP Benefit Transfer
\nCredits were made to those receiving the one-time ESBP credit. From time to
\ntime, certain participants in the Target Corporation Deferred Compensation Plan
\n: Senior Management Group (“ODCP”) and the Company negotiated to transfer the
\neconomic value of their benefit under ODCP to this Plan. Officers eligible to
\nreceive performance share awards granted in the fiscal years ending February 1,
\n2003 and January 31, 2004 had an opportunity to defer receipt of the value of
\nthe earned performance shares into this Plan at the end of the performance
\nperiod. The performance period for the shares granted in 2003 ended February 3,
\n2007. The performance period for the shares granted in 2004 ended February 2,
\n2008. Effective January 1, 2005 (and other effective dates as specifically
\nprovided), this Plan was operated in compliance with Code section 409A.
\nEffective January 29, 2006, members of the Company153s executive committee ceased
\nto be eligible to receive enhanced earnings on their account balances. The Plan,
\nwhich is intended to comply with Code section 409A, was amended and restated
\neffective January 1, 2009. This Plan Statement, which was amended to incorporate
\nthe Company153s recoupment policy, is effective January 13, 2010.<\/p>\n<\/p>\n

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

1.2.1 Account. <\/strong>“Account” means the separate
\nbookkeeping account representing the separate unfunded and unsecured general
\nobligation of the Participating Employers established with respect to each
\nperson who is a Participant in this Plan. Within each Participant153s Account,
\nseparate subaccounts shall be maintained to the extent the Plan Administrator
\ndetermines it to be necessary or desirable for the administration of this Plan.\n<\/p>\n<\/p>\n

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

1.2.3 Base Salary. <\/strong>“Base Salary” with respect
\nto a Plan Year means Certified Earnings as modified by the rules below:<\/p>\n

\n

1<\/p>\n

\n

<\/p>\n

\n

(a) the limits imposed by Code section
\n401(a)(17) will not apply;<\/p>\n<\/p>\n

(b) deferrals under Section 2.8 of this Plan
\nare included as Base Salary; and<\/p>\n<\/p>\n

(c) Bonus and Signing Bonus amounts are not
\nincluded as Base Salary.<\/p>\n<\/p>\n

1.2.4 Beneficiary. <\/strong>“Beneficiary” means an individual
\n(human being), a trust that is a United Sates person within the meaning of the
\nCode, a person that has been recognized as a charitable organization under Code
\nsection 170(b), or the Participant153s estate designated in accordance with
\nSection 6.7 to receive all or a part of the Participant153s Account in the event
\nof the Participant153s death prior to full distribution thereof. A person so
\ndesignated shall not be considered a Beneficiary until the death of the
\nParticipant.<\/p>\n<\/p>\n

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

1.2.6 Bonus. <\/strong>“Bonus” with respect to a Plan Year means
\nthat portion of Certified Earnings that is equal to the amount payable under any
\nregular incentive plan of a Participating Employer that is earned, or intended
\nto be earned, over a period of at least a calendar year or fiscal year as
\nmodified by the rules below:<\/p>\n<\/p>\n

(a) the limits imposed by Code section
\n401(a)(17) will not apply;<\/p>\n<\/p>\n

(b) deferrals under Section 2.9 of this Plan
\nare included as Bonus; and<\/p>\n<\/p>\n

(c) Signing Bonus amounts are not included
\nas Bonus<\/p>\n<\/p>\n

1.2.7 Certified Earnings. “<\/strong>Certified Earnings” has the
\nsame meaning as the defined term in the Target 401(k) Plan.<\/p>\n<\/p>\n

1.2.8 Change-in-Control.<\/strong><\/p>\n<\/p>\n

(a) A “Change-in-Control” shall be deemed to
\nhave occurred if:<\/p>\n<\/p>\n

(i) 50% or more of the directors of the
\nCompany shall be persons other than persons<\/p>\n<\/p>\n

A)<\/em><\/strong> for whose election
\nproxies shall have been solicited by the Board, or <\/h5>\n

B) who are then serving as directors appointed by
\nthe Board to fill vacancies on the Board caused by death or resignation (but not
\nby removal) or to fill newly-created directorships, or<\/p>\n<\/p>\n

(ii) 30% or more of the outstanding voting
\npower of the Voting Stock of the Company is acquired or beneficially owned (as
\ndefined in Article IV of the Restated Articles of Incorporation, as amended, of
\nthe Company) by any person (as defined in Article IV of the Restated Articles of
\nIncorporation, as amended, of the Company), other than an entity<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

resulting from a Business Combination in which clauses (x) and (y) of
\nsubparagraph (iii) apply, or<\/p>\n<\/p>\n

(iii) the consummation of a merger or
\nconsolidation of the Company with or into another entity, a statutory share
\nexchange, a sale or other disposition (in one transaction or a series of
\ntransactions) of all or substantially all of the Company153s assets or a similar
\nbusiness combination (each, a “Business Combination”), in each case unless,
\nimmediately following such Business Combination, (x) all or substantially all of
\nthe beneficial owners of the Company153s Voting Stock immediately prior to such
\nBusiness Combination beneficially own, directly or indirectly, more than 60% of
\nthe voting power of the then outstanding shares of voting stock (or comparable
\nvoting equity interests) of the surviving or acquiring entity resulting from
\nsuch Business Combination (including such beneficial ownership of an entity
\nthat, as a result of such transaction, owns the Company or all or substantially
\nall of the Company153s assets either directly or through one or more
\nsubsidiaries), in substantially the same proportions (as compared to the other
\nbeneficial owners of the Company153s Voting Stock immediately prior to such
\nBusiness Combination) as their beneficial ownership of the Company153s Voting
\nStock immediately prior to such Business Combination, and (y) no person (as
\ndefined in Article IV of the Restated Articles of Incorporation, as amended, of
\nthe Company) 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

(iv) approval by the shareholders of a
\ndefinitive agreement or plan to liquidate or dissolve the Company.<\/p>\n<\/p>\n

For purposes of this 1.2.8, “Voting Stock” has the same meaning as defined in
\nArticle IV of the Restated Articles of Incorporation, as amended, of the
\nCompany.<\/p>\n<\/p>\n

1.2.9 Code. <\/strong>“Code” means the Internal Revenue Code of
\n1986, as amended (including, when the context requires, all regulations,
\ninterpretations and rulings issued hereunder).<\/p>\n<\/p>\n

1.2.10 Committee. <\/strong>“Committee” means the administrative
\ncommittee appointed in accordance with Section 10.3.<\/p>\n<\/p>\n

1.2.11 Company.<\/strong> “Company” means Target Corporation, a
\nMinnesota corporation, or any successor thereto.<\/p>\n<\/p>\n

1.2.12 Company153s Fiscal Year. <\/strong>“Company153s Fiscal Year”
\nmeans the period commencing on the Sunday that immediately follows the Saturday
\nthat is nearest to the last day in January through the Saturday that is nearest
\nto the last day in January in the following year.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

1.2.13 Crediting Rate Alternative.<\/strong> “Crediting Rate
\nAlternative” means a hypothetical investment option used for the purpose of
\nmeasuring income, gains and losses to the Accounts of Participants (as if the
\nAccounts had in fact been so invested). The Crediting Rate Alternatives shall be
\ndesignated in writing by the Plan Administrator.<\/p>\n<\/p>\n

1.2.14 Deferral Credit.<\/strong> A “Deferral Credit” is the
\namount credited to a Participant153s Account pursuant to Section 3.1.<\/p>\n<\/p>\n

1.2.15 Disabled.<\/strong> A Participant will be “Disabled” if he
\nor she has become entitled to receive disability income benefits under the
\nprovisions of the Social Security Act.<\/p>\n<\/p>\n

1.2.16 Discretionary Credit. <\/strong>A “Discretionary Credit” is
\nthe amount credited to a Participant153s Account pursuant to Section 3.5.<\/p>\n<\/p>\n

1.2.17 Earnings Credit. <\/strong>“Earnings Credit” means the
\ninvestment adjustment credited to a Participant153s Account pursuant to
\nSection 4.3 or Section 4.5 as applicable.<\/p>\n<\/p>\n

1.2.18 EDCP.<\/strong> “EDCP” means the Target Corporation EDCP, a
\nnon-qualified, unfunded deferred compensation plan maintained by the Company and
\ncertain other Affiliates.<\/p>\n<\/p>\n

1.2.19 Effective Date.<\/strong> The “Effective Date” of this Plan
\nStatement is January 13, 2010, except as otherwise provided.<\/p>\n<\/p>\n

1.2.20 Eligible Compensation. <\/strong>“Eligible Compensation”
\nmeans, the Base Salary, Bonus and Performance Share Award that the Participant
\nreceives or is entitled to receive from his or her Participating Employer for
\nservices rendered.<\/p>\n<\/p>\n

1.2.21 Employee.<\/strong> An “Employee” is an individual who
\nperforms services for a Participating Employer as an employee of the
\nParticipating Employer (as classified by the Participating Employer at the time
\nthe services are preformed and without regard to any subsequent
\nreclassification) and does not include any individual who is classified an
\nindependent contractor.<\/p>\n<\/p>\n

1.2.22 Enhancement. <\/strong>“Enhancement” means an additional
\n.1667% of investment earnings per month added to the applicable Crediting Rate
\nAlternatives as provided in Section 4.4.<\/p>\n<\/p>\n

1.2.23 ERISA.<\/strong> “ERISA” means the Employee Retirement
\nIncome Security Act of 1974, as amended (including, when the context requires,
\nall regulations, interpretations and rulings issued thereunder).<\/p>\n<\/p>\n

1.2.24 ESBP.<\/strong> “ESBP” means the Target Corporation Post
\nRetirement Executive Survivor Benefit Plan.<\/p>\n<\/p>\n

1.2.25 ESBP Benefit.<\/strong> “ESBP Benefit” means the actuarial
\nlump sum present value of a Participant153s survivor benefit under the ESBP
\ndetermined as of a particular determination date under Section 3.4 but without
\nregard to whether the Participant had experienced either an “early retirement”
\nor “normal retirement” under the Target Pension Plan as provided under the ESBP.
\nThe present value of such survivor benefit will be determined by the Company in
\nits sole and absolute discretion based on such interest rates, mortality factors
\nand other assumptions deemed appropriate by the Company.<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

1.2.26 ESBP Benefit Transfer Credits.<\/strong> “ESBP Benefit
\nTransfer Credits” are the initial and annual credits to a Participant153s Account
\nunder Section 3.4.<\/p>\n<\/p>\n

1.2.27 Newly Eligible Employee. <\/strong>“Newly Eligible
\nEmployee” means an Employee who either (i) was not previously eligible to
\nparticipate in this Plan or any other non-qualified, deferred compensation plans
\nmaintained by a Participating Employer or other Affiliate, (ii) had been paid
\nall amounts previously deferred under all non-qualified, deferred compensation
\nplans maintained by a Participating Employer or other Affiliate and had ceased
\nto be eligible to continue to participate in such plans on or before the date of
\npayment of all amounts due under such plans, or (iii) was not eligible to
\nparticipate in any non-qualified deferred compensation plans (other than the
\naccrual of earnings) maintained by a Participating Employer or other Affiliate
\nat any time during the 24-month period ending on the date the Employee has again
\nbecome eligible to participate in the Plan.<\/p>\n<\/p>\n

1.2.28 Officer. <\/strong>An “Officer” is a member of the
\nexecutive committee and any other Employee who is designated and categorized as
\nan officer of the Company by the Company153s Chief Executive Officer.<\/p>\n<\/p>\n

1.2.29 Participant. <\/strong>A “Participant” is an Employee who
\nbecomes a Participant in this Plan in accordance with the provisions of
\nSection 2. An Employee who has become a Participant shall be considered to
\ncontinue as a Participant in this Plan until the date when the Participant no
\nlonger has any Account under this Plan, or the date of the Participant153s death,
\nif earlier.<\/p>\n<\/p>\n

1.2.30 Participating Employer. <\/strong>“Participating Employer”
\nmeans the Company and each other Affiliate that, with the consent of the
\nCompany, adopts this Plan. A Participating Employer shall cease to be a
\nParticipating Employer on the date it ceases to be an Affiliate.<\/p>\n<\/p>\n

1.2.31 Performance Share Award. <\/strong>“Performance Share
\nAward” means a performance share award issued under the Company153s Long-Term
\nIncentive Plan of 1999 or the Company153s Long-Term Incentive Plan of 2004.<\/p>\n<\/p>\n

1.2.32 Plan. <\/strong>“Plan” means the nonqualified, unfunded
\nincome deferral program maintained by the Company and established for the
\nbenefit of Participants eligible to participate therein, as set forth in this
\nPlan Statement. As used herein, “Plan” does not refer to the documents pursuant
\nto which this Plan is maintained. That document is referred to herein as the
\n“Plan Statement”. The Plan shall be referred to as the “Target Corporation
\nOfficer EDCP” (formerly known as the Target Corporation SMG Executive Deferred
\nCompensation Plan).<\/p>\n<\/p>\n

1.2.33 Plan Administrator. <\/strong>“Plan Administrator” means
\nthe Company or, if affirmatively designated by the Company, some other
\nindividual or committee.<\/p>\n<\/p>\n

1.2.34 Plan Rules. <\/strong>“Plan Rules” are rules, policies,
\npractices or procedures adopted by the Plan Administrator or its delegate
\npursuant to Section 10.1.5.<\/p>\n<\/p>\n

1.2.35 Plan Statement. “<\/strong>Plan Statement” means this
\ndocument entitled “Target Corporation Officer EDCP (2010 Plan Statement),” as
\nadopted by the Company, effective as of January 13, 2010, as the same may be
\namended from time to time.<\/p>\n<\/p>\n

1.2.36 Plan Year. <\/strong>“Plan Year” means the period from
\nJanuary 1 through December 31.<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

1.2.37 Restoration Match Credit. <\/strong>“Restoration Match
\nCredit” is the amount credited to a Participant153s Account pursuant to
\nSection 3.2.<\/p>\n<\/p>\n

1.2.38 Signing Bonus. <\/strong>“Signing Bonus” is the cash
\nremuneration earned following a period of employment provided to certain new
\nEmployees related to their acceptance of employment with a Participating
\nEmployer.<\/p>\n<\/p>\n

1.2.39 SPP Benefit. <\/strong>“SPP Benefit” means the amount
\ndetermined under Appendix A.<\/p>\n<\/p>\n

1.2.40 SPP Benefit Transfer Credit. <\/strong>“SPP Benefit
\nTransfer Credit” is the amount credited to a Participant153s Account under
\nSection 3.3.<\/p>\n<\/p>\n

1.2.41 Specified Employee. <\/strong>For purposes of complying
\nwith the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month
\nsuspension of certain benefit distributions), an individual is a “Specified
\nEmployee” if on his or her Termination of Employment, the Company or other
\nAffiliate has stock that is traded on an established securities market within
\nthe 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

1.2.42 Target 401(k) Plan. <\/strong>“Target 401(k) Plan” means
\nthe tax-qualified defined contribution retirement plan, with a qualified cash or
\ndeferred arrangement, established by the Company for the benefit of employees
\neligible to participate therein, and known as the Target Corporation
\n401(k) Plan.<\/p>\n<\/p>\n

1.2.43 Target Pension Plan. <\/strong>“Target Pension Plan” means
\nthe tax qualified defined benefit pension plan, established for the benefit of
\nemployees eligible to participate therein, and known as the Target Corporation
\nPension Plan, including any predecessor plan(s) or successor plan.<\/p>\n<\/p>\n

1.2.44 Termination of Employment.<\/strong><\/p>\n<\/p>\n

(a) For purposes of determining entitlement
\nto or the amount of benefits under the Plan, “Termination of Employment” means a
\nseverance of a Participant153s employment relationship with each Participating
\nEmployer and all Affiliates, for any reason.<\/p>\n<\/p>\n

(b) For purposes of determining when a
\ndistribution will be made under the Plan, a “Termination of Employment” will be
\ndeemed to occur if, based on the relevant facts and circumstances to the
\nParticipant, the Participating Employer, all Affiliates and Participant
\nreasonably anticipate that the level of bona fide future services to be
\nperformed by the Participant for the Participating Employer and all Affiliates
\nwill permanently decrease to no more than 20% of the average level of bona fide
\nservices performed over the immediately preceding 36-month period.<\/p>\n<\/p>\n

(c) A bona fide leave of absence that is six
\nmonths or less, or during which an individual retains a reemployment right, will
\nnot cause a Termination of<\/p>\n

\n

6<\/p>\n

\n

Employment. In the case of a leave of absence without a right of
\nreemployment that exceeds the time periods described in this paragraph, a
\nTermination of Employment will be deemed to occur once the leave of absence
\nexceeds six months.<\/p>\n<\/p>\n

(d) Notwithstanding the foregoing, a
\nTermination of Employment shall not occur unless such termination also qualifies
\nas a “separation from service,” as defined under Code section 409A and related
\nguidance thereunder.<\/p>\n<\/p>\n

1.2.45 Trust. <\/strong>“Trust” means the Target Corporation
\nDeferred Compensation Trust Agreement, dated January 1, 2009 by and between the
\nCompany and State Street Bank and Trust Company, as it is amended from time to
\ntime, or similar trust agreement.<\/p>\n<\/p>\n

1.2.46 Unforeseeable Emergency. <\/strong>“Unforeseeable
\nEmergency” means a severe financial hardship to the Participant resulting from
\nan illness or accident of the Participant, the Participant153s spouse, or a
\ndependent (within the meaning of Code section 152(a)) of the Participant, loss
\nof the Participant153s property due to casualty, or other similar extraordinary
\nand unforeseeable circumstances arising as a result of events beyond the control
\nof the Participant, but only if and to the extent such Unforeseeable Emergency
\nconstitutes an “unforeseeable emergency” under Code section 409A.<\/p>\n<\/p>\n

1.2.47 Valuation Date. <\/strong>“Valuation Date” means each
\nbusiness day on which the New York Stock Exchange is open.<\/p>\n<\/p>\n

1.2.48 Year of Service. <\/strong>A “Year of Service” means each
\n12-consecutive month period an individual is an Employee after the date the
\nindividual is first eligible to participate under this Plan or any other
\nnon-qualified deferred compensation plan maintained by a Participating Employer.\n<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

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

\n

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

2.1.1 <\/strong>An Employee is eligible to participate in this
\nPlan on the first day of a Plan Year if, on such day, he or she:<\/p>\n<\/p>\n

(a) is a “qualified employee” as that term
\nis defined in the Target 401(k) Plan; and<\/p>\n<\/p>\n

(b) is an Officer.<\/p>\n<\/p>\n

2.1.2 <\/strong>A Newly Eligible Employee is eligible to
\nparticipate in this Plan on the date that is 30 days after he or she satisfies
\nthe requirements in Section 2.1.1.<\/p>\n<\/p>\n

2.1.3 <\/strong>An Employee shall, as a condition of
\nparticipation in this Plan, complete such forms and make such elections in
\naccordance with Plan Rules as the Plan Administrator may require. An Employee
\nwho satisfies the requirements of this Section 2.1 is eligible to participate in
\nthis Plan in accordance with and subject to the requirements of this Plan.<\/p>\n<\/p>\n

2.1.4 <\/strong>An Employee who has had a Termination of
\nEmployment as defined in Section 1.2.44(b), will not be eligible to make
\ndeferral elections for subsequent Plan Years until otherwise notified by the
\nPlan Administrator. Any deferral election in effect at the time of such
\nTermination of Employment will continue to apply with respect to any Eligible
\nCompensation received from a Participating Employer or other Affiliate. Such
\nEmployee will still be eligible to receive credits, if any, pursuant to Sections
\n3.2, 3.3, 3.4 and 3.5.<\/p>\n<\/p>\n

2.2 Special Rules for Participating Employees. <\/strong>A
\nParticipant who transfers employment from one Participating Employer to another
\nAffiliate, whether or not a Participating Employer will, for the duration of the
\nPlan Year in which the transfer occurs, continue to participate in this Plan in
\naccordance with the deferral election in effect at the time of such transfer. A
\nParticipant who is simultaneously employed with more than one Participating
\nEmployer will participate in this Plan as an Employee of each such Participating
\nEmployer on the basis of a single deferral election applied separately to his or
\nher respective, Eligible Compensation from each Participating Employer.<\/p>\n<\/p>\n

2.3 Termination of Participation. <\/strong>Except as
\notherwise specifically provided in this Plan Statement or by the Committee, an
\nEmployee who ceases to satisfy the requirements of Section 2.1 is not eligible
\nto continue to participate in the Plan, provided, that any deferral elections in
\neffect, and irrevocable, will continue to apply with respect to any Eligible
\nCompensation received from a Participating Employer or other Affiliate. The
\nParticipant153s 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

2.4 Rehires and Transfers.<\/strong><\/p>\n<\/p>\n

2.4.1 <\/strong>A Participant who incurs a Termination of
\nEmployment and is rehired during the same calendar year will continue Base
\nSalary deferrals for such calendar year in accordance with his or her election
\nin effect immediately prior to the Termination of Employment.<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

2.4.2 <\/strong>A Participant who incurs a Termination of
\nEmployment and is rehired prior to the later of the end of the Plan Year or the
\ndate the Bonus for such Plan Year is paid in cash, will continue Bonus Deferrals
\nfor such Plan Year in accordance with his or her election in effect immediately
\nprior to the Termination of Employment.<\/p>\n<\/p>\n

2.4.3 Transfers from Non-Officer Plan<\/strong>. An Employee
\nwho is a Participant in the EDCP and is promoted to an Officer position will
\ncease to be eligible to participate in the EDCP and will be eligible to
\nparticipate in this Plan, subject to the following rules:<\/p>\n<\/p>\n

(a) The Employee will become a Participant
\nin this Plan immediately upon satisfying the requirements to participate
\nhereunder.<\/p>\n<\/p>\n

(b) The Employee153s deferral elections made
\nunder the EDCP will transfer to the Plan and continue as an election made under
\nSection 2.<\/p>\n<\/p>\n

(c) The Employee153s account maintained under
\nthe EDCP will be transferred to the Employee153s Account under this Plan.<\/p>\n<\/p>\n

(d) The Employee153s distribution elections
\nmade under the EDCP (including any default distributions) will transfer to this
\nPlan and continue as the distribution elections made under this Plan.<\/p>\n<\/p>\n

(e) The Employee153s beneficiary designation
\nmade under the EDCP will be treated as the Employee153s Beneficiary designation
\nunder this Plan until changed in accordance with Section 6.7.<\/p>\n<\/p>\n

2.5 Effect on Employment.<\/strong><\/p>\n<\/p>\n

2.5.1 Not a Term of Employment. <\/strong>Neither the terms of
\nthis Plan Statement nor the benefits under this Plan (including the continuance
\nthereof) shall be a term of the employment of any Employee.<\/p>\n<\/p>\n

2.5.2 Not an Employment Contract. <\/strong> This Plan is not
\nand shall not be deemed to constitute a contract of employment between any
\nParticipating Employer and any Employee or other person, nor shall anything
\nherein contained be deemed to give any Employee or other person any right to be
\nretained in any Participating Employer153s employ or in any way limit or restrict
\nany Participating Employer153s right or power to discharge any Employee or other
\nperson at any time and to treat him or her without regard to the effect that
\nsuch treatment might have upon him or her as a Participant in this Plan.<\/p>\n<\/p>\n

2.6 Condition of Participation<\/strong><\/p>\n<\/p>\n

2.6.1 Cooperation. <\/strong>Each Participant shall cooperate
\nwith the Company by furnishing any and all information requested by the Company
\nin order to facilitate the payment of benefits hereunder and taking such other
\nrelevant action as may be requested by the Company. If a Participant refuses to
\ncooperate, neither the Company nor any Participating Employer shall have any
\nfurther obligation to the Participant under this Plan, other than payment to
\nsuch Participant of the aggregate amount of Eligible Compensation deferred under
\nSection 3.1.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

2.6.2 Plan Terms and Rules. <\/strong>Each Participant, as a
\ncondition of participation in this Plan, is bound by all the terms and
\nconditions of this Plan and the Plan Rules.<\/p>\n<\/p>\n

2.7 Deferral Elections.<\/strong> An Employee who satisfies
\nthe eligibility requirements of Section 2 may, at the time and in the manner
\nprovided hereunder, elect to defer the receipt of his or her Eligible
\nCompensation.<\/p>\n<\/p>\n

2.7.1 General Rule. <\/strong>Except as otherwise provided in
\nthis Plan, an election shall be made before the beginning of the Plan Year
\nduring which the Participant performs services for which the Eligible
\nCompensation is earned. The election must designate the percentage of the Base
\nSalary, Bonus or Performance Share Award which shall be deferred under this
\nPlan. In accordance with Plan Rules, the Plan Administrator will determine the
\nmanner and timing required to file a deferral election. No deferral election
\nshall be effective unless prior to the deadline for making such election, the
\nParticipant has filed with the Plan Administrator, in accordance with Plan
\nRules, an insurance consent form permitting the Participating Employer or
\nCompany to purchase and maintain life insurance coverage on the Employee with
\nthe Participating Employer or Company as the beneficiary. An election to defer
\nEligible Compensation for the Plan Year or other period is irrevocable once it
\nhas been accepted by the Plan Administrator and the deadline for making such
\nelection has expired, except as otherwise provided under this Plan.<\/p>\n<\/p>\n

2.7.2 Newly Eligible Employees. <\/strong>For a Newly Eligible
\nEmployee, the deferral election may be made after the first day of a Plan Year
\nprovided it is made within 30 days after becoming eligible to participate in
\nthis Plan. Such a deferral election by a Newly Eligible Employee is irrevocable
\nonce it has been received by the Plan Administrator and the deadline for making
\nsuch election has expired, except as otherwise provided under this Plan. Such
\nelection will be effective with respect to Eligible Compensation payable for
\nservices performed after becoming eligible for this Plan and commencing with the
\nnext full pay period after the deferral election becomes irrevocable.<\/p>\n<\/p>\n

2.7.3 Terminations of Employment.<\/strong> A Participant who
\ncompletes a deferral election in accordance with this Section 2.7, but who has a
\nTermination of Employment prior to the expiration of the deadline for making
\nsuch election, will be deemed to have made no deferral election for the
\nrespective period.<\/p>\n<\/p>\n

2.8 Base Salary Deferrals.<\/strong> A Participant153s election
\nto defer Base Salary is subject to the following requirements:<\/p>\n<\/p>\n

2.8.1 <\/strong>A Base Salary deferral election will be
\neffective with respect to the first paycheck issued during the Plan Year,
\nincluding for the payroll period that includes the last day of the preceding
\nPlan Year, and such election will remain in effect through the last paycheck
\nissued during the Plan Year.<\/p>\n<\/p>\n

2.8.2 <\/strong>Except as provided in Section 2.11, the Base
\nSalary deferral percentage may not exceed 80%.<\/p>\n<\/p>\n

2.9 Bonus Deferrals. <\/strong>A Participant153s election to
\ndefer his or her Bonus is subject to the following requirements:<\/p>\n<\/p>\n

2.9.1 <\/strong>A bonus deferral election will be in effect for
\nservice periods that begin in the Plan Year immediately following the date the
\nelection becomes irrevocable and continue through<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

the end of the Plan Year or if the Bonus is paid after such Plan Year,
\nthrough the date the Bonus would have been paid in cash.<\/p>\n<\/p>\n

2.9.2 <\/strong>Except as provided in Section 2.11, a
\nParticipant153s Bonus effective deferral percentage may not exceed 80%. For
\ndeferral elections that become effective after the beginning of a service
\nperiod, that portion of a Newly Eligible Employee153s Bonus that may be deferred
\nis limited to the total amount of the bonus multiplied by the ratio equal to the
\nnumber of days in the service period beginning after the date of the Bonus
\ndeferral election became irrevocable over the total number of days in the
\nservice period.<\/p>\n<\/p>\n

2.9.3 <\/strong>If the Plan Administrator determines that a
\nParticipant153s Bonus is “performance-based compensation” within the meaning of
\nCode section 409A, then, consistent with Plan Rules, the Participant153s deferral
\nelection may be made no later than six months before the last day of the
\nperformance period during which the Bonus is earned.<\/p>\n<\/p>\n

2.9.4 <\/strong>If a Participant has a Termination of Employment
\nbefore the end of the service period for any Bonus, but is still entitled to
\nreceive a bonus, the Participant153s existing Bonus deferral election will
\ncontinue to apply.<\/p>\n<\/p>\n

2.10 Performance Share Award Deferrals. <\/strong>A
\nParticipant153s election to defer his or her Performance Share Award is subject to
\nthe following requirements:<\/p>\n<\/p>\n

2.10.1 <\/strong>The election is available for Performance Share
\nAwards issued in the Company153s Fiscal Year ending in calendar year 2003 and
\n2004.<\/p>\n<\/p>\n

2.10.2 <\/strong>A Participant153s Performance Share Award deferral
\npercentage may not exceed 100%.<\/p>\n<\/p>\n

2.10.3 <\/strong>If the Plan Administrator determines that a
\nParticipant153s Performance Share Award is “performance-based compensation” within
\nthe meaning of Code section 409A, then the Participant153s Performance Share Award
\ndeferral election must be made no later than twenty-four (24) months prior to
\nthe date the Performance Share Award would otherwise be paid in the form of cash
\nor Company stock, or, if earlier, six (6) months before the end of the period
\nover which the services giving rise to the Performance Share Award were
\nperformed.<\/p>\n<\/p>\n

2.10.4 <\/strong>The “Plan Committee” as defined under the
\nCompany153s Long Term Incentive Plan shall determine, in its sole and absolute
\ndiscretion for each Plan Year during which a Performance Share Award is issued,
\nwhether Participants in any group or class are eligible to make deferral
\nelections under this Section 2.10 with respect to a Performance Share Award.\n<\/p>\n<\/p>\n

2.11 Special Code Section 162(m) Deferral Elections.
\n<\/strong>Notwithstanding Sections 2.8 and 2.9, a Participant who, prior to the
\nbeginning of a Plan Year, is identified by the Plan Administrator as a potential
\n“covered employee” (within the meaning of Code section 162(m)) for the Company153s
\nFiscal Year either ending in or beginning in the Plan Year may:<\/p>\n<\/p>\n

2.11.1 <\/strong>Make a Base Salary deferral election for the Plan
\nYear that consists of two parts:<\/p>\n<\/p>\n

(a) the first part of the election will
\napply with respect to the first paycheck issued during the applicable Plan Year
\nthrough the last paycheck issued prior to the end of the Company153s Fiscal Year
\nending in the Plan Year, and<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

\n

(b) the second part will apply to the
\npaychecks issued after the beginning of the Company153s Fiscal Year beginning in
\nsuch Plan Year and issued prior to the end of such Plan Year.<\/p>\n<\/p>\n

2.11.2 <\/strong>Make a separate Bonus deferral election for the
\nPlan Year with respect to:<\/p>\n<\/p>\n

(a) The Bonus amounts that satisfy the
\nrequirements of performance-based compensation under Code section 162(m), and\n<\/p>\n<\/p>\n

(b) All other Bonus amounts as determined by
\nthe Plan Administrator.<\/p>\n

The Plan Administrator will set the maximum Bonus deferral percentage in its
\nsole discretion, on a Participant by Participant basis.<\/p>\n<\/p>\n

2.12 Cancellation of Deferral Elections.<\/strong><\/p>\n<\/p>\n

2.12.1 401(k) Hardship. <\/strong>Notwithstanding any provisions
\nin the Plan to the contrary, an election to defer under Sections 2.8, 2.9, and
\n2.10 will be cancelled to the extent necessary for the Participating Employer to
\ncomply with the hardship withdrawal provisions of such Participating Employer153s
\n401(k) plan.<\/p>\n<\/p>\n

(a) An election to defer Base Salary amounts
\nfor the Plan Year during which the hardship withdrawal was made will be
\ncancelled. Further, no Base Salary deferral election will be effective for the
\nnext Plan Year if the hardship withdrawal occurs after June 30, and on or before
\nDecember 31 of the calendar year.<\/p>\n<\/p>\n

(b) Any election to defer Bonus or
\nPerformance Share Award amounts in effect at the time of the hardship withdrawal
\nwill be cancelled. Further, no deferral election for a Bonus related to service
\nin the next Plan Year will be effective if the hardship withdrawal occurs after
\nJune 30, and on or before December 31 of the calendar year.<\/p>\n<\/p>\n

2.12.2 Unforeseeable Emergency. <\/strong>Notwithstanding any
\nprovisions in the Plan to the contrary, an election to defer under Sections 2.8,
\n2.9, and 2.10 will be cancelled for the remaining portion of the Plan Year in
\nthe event the Participant has received a distribution on account of an
\nUnforeseeable Emergency under Section 6.5. The revocation shall be made at the
\ntime and in the manner specified in Plan Rules and must otherwise comply with
\nthe requirements of Section 6.5.<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

SECTION 3<\/strong>
\nCREDITS TO ACCOUNTS<\/strong><\/p>\n

\n

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

3.2 Restoration Match Credit.<\/strong><\/p>\n<\/p>\n

3.2.1 Eligibility for Credit<\/strong>. An Employee who
\nsatisfies the eligibility requirements of Section 2.1 during a Plan Year will
\nreceive a Restoration Match Credit for the Plan Year if he or she: (i) was
\nactively employed and eligible to participate in this Plan on the last business
\nday of the Plan Year; (ii) has experienced a Termination of Employment as
\ndefined under Section 1.2.44(a) during the Plan Year after attaining age 55 and
\ncompleting five (5) “years of vesting service” as defined in the Target Pension
\nPlan; (iii) has experienced a Termination of Employment as a result of death; or
\n(iv) has become Disabled during such Plan Year.<\/p>\n<\/p>\n

3.2.2 Amount of Credit<\/strong>. A Participant who satisfies
\nthe requirements of Section 3.2.1 is entitled to a Restoration Match Credit
\nequal to the sum of:<\/p>\n<\/p>\n

(a) 5% of the Participant153s Base Salary and
\nBonus that is deferred under this Plan during the Plan Year; and<\/p>\n<\/p>\n

(b) 5% of the Participant153s Plan Year Base
\nSalary and Bonus that is not deferred under this Plan during the Plan Year and
\nthat exceeds the compensation limit in effect under Code section 401(a)(17) for
\nsuch Plan Year;<\/p>\n<\/p>\n

provided, however, that: (y) no Restoration Match Credit shall be made for
\nBase Salary or Bonus paid prior to the date the Participant became eligible to
\nparticipate in the Target 401(k) Plan, and (z) the credit under this
\nSection 3.2.2 will not exceed the amount of Deferral Credits made by the
\nParticipant under Section 3.1 during the Plan Year.<\/p>\n<\/p>\n

3.2.3 Crediting to Account<\/strong>. The Plan
\nAdministrator shall credit to a Participant153s Account as of the last business
\nday of the Plan Year the amount of the Restoration Match Credit determined for
\nthe Plan Year for that Participant under Section 3.2.2.<\/p>\n<\/p>\n

3.2.4 Credit Upon Change-in-Control<\/strong>. Upon a
\nChange-in-Control that causes the Plan to be terminated under Section 8.3.2, the
\nPlan Administrator shall credit to a Participant153s Account as of the date of the
\nPlan termination a Restoration Match Credit determined for the Plan Year for
\nthat Participant under Section 3.2.2 through such date. Any subsequent
\ndetermination of the Restoration Match Credit during the same Plan Year will be
\nmade under Section 3.2.2, less any amounts previously credited under this
\nSection 3.2.4.<\/p>\n<\/p>\n

3.3 SPP Benefit Transfer Credits<\/strong>.<\/p>\n<\/p>\n

3.3.1 Eligibility. <\/strong>A Participant who satisfies the
\neligibility requirements of Section 2.1 shall receive an SPP Benefit Transfer
\nCredit under this Plan if he or she: (i) is classified as an Officer of the
\nCompany; and (ii) has a vested benefit under the Target Pension Plan, including
\na vested interest arising on account of the Participant153s death.<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

\n

3.3.2 Initial SPP Benefit Transfer Credit<\/strong>.<\/p>\n<\/p>\n

(a) A Participant who satisfies the
\nrequirements of Section 3.3.1 receives an initial SPP Benefit Transfer Credit on
\nor about the April 30 (or immediately preceding business day) immediately
\nfollowing the calendar year in which the Participant becomes eligible under
\nSection 3.3.1, in an amount equal to the actuarial lump sum present value on
\nMarch 31 (or immediately preceding business day) for the Participant153s SPP
\nBenefit accrued through the preceding December 31. In the case of Participant
\nwho is an executive officer, such transfer will be made and determined on or
\nabout the last business day prior to the end of the Company153s Fiscal Year.<\/p>\n<\/p>\n

(b) Upon a Plan termination upon a
\nChange-in-Control under Section 8.3.2, the Plan Administrator shall credit the
\ninitial SPP Benefit Transfer Credit to a Participant153s Account as of the Plan
\ntermination effective date in an amount equal to the actuarial lump sum present
\nvalue on the Plan termination effective date.<\/p>\n<\/p>\n

3.3.3 Annual SPP Benefit Transfer Credit<\/strong>. A
\nParticipant who has received an initial SPP Benefit Transfer Credit under the
\nPlan, who is eligible to receive credits pursuant to Section 3.3.1, and who is
\nemployed by a Participating Employer during a Plan Year will receive an annual
\nSPP Benefit Transfer Credit to his or her Account under the Plan as follows:\n<\/p>\n<\/p>\n

(a) For each Plan Year, the annual SPP
\nBenefit Transfer Credit will be the difference between (i) the SPP Benefit
\ndetermined as the last day of the Plan Year expressed as the actuarial lump sum
\npresent value on the determination date and (ii) the aggregate amount of the
\nprevious SPP Benefit Transfer Credits to the Participant153s Account increased by
\nassumed earnings at an annual rate equal to the sum of the average of the
\napplicable Stable Value Crediting Rate Alternative for the Plan Year plus two
\npercent determined from the crediting date through the determination date;
\nprovided that with respect to periods that a Participant does not receive the
\nEnhancement on their Account, the annual rate will be equal to the average of
\nthe applicable Stable Value Crediting Rate Alternative.<\/p>\n<\/p>\n

(b) If the amount of the annual or final SPP
\nBenefit Transfer Credit is positive, a credit will be made to the Participant153s
\nAccount. If the amount of the SPP Benefit Transfer Credit is negative and if,
\nand only if, (i) the Participant is an executive officer on the determination
\ndate, or (ii) the Participant is an Employee and member of the Board, but was
\nformerly an executive officer, then such Participant153s Account will be debited
\nby such negative amount. The debit will be made prorata among all distribution
\noptions of the Plan other than fixed payment dates.<\/p>\n<\/p>\n

(c) The annual SPP Benefit Transfer Credit
\n(including a negative credit) will be made to the Participant153s Account as of
\nthe April 30 (or immediately preceding business day) following the determination
\ndate. In the case of a Participant who is an executive officer, such transfer
\nwill be made and determined on or about the last business day prior to the end
\nof the Company153s Fiscal Year.<\/p>\n<\/p>\n

14<\/p>\n

\n

<\/p>\n

(d) For purposes of this section,
\n“determination date” means on or about March 31; provided that in the case of
\nParticipant who is an executive officer, “determination date” shall mean on or
\nabout the last business day prior to the end of the Company153s Fiscal Year.<\/p>\n<\/p>\n

(e) Upon a Plan termination on account of a
\nChange-in-Control under Section 8.3.2, the Plan Administrator shall credit to a
\nParticipant153s Account as of the Plan termination effective date an SPP Benefit
\nTransfer Credit as determined in this Section 3.3.3 as of the Plan termination
\neffective date.<\/p>\n<\/p>\n

(f) Notwithstanding the foregoing, a
\nParticipant153s final SPP Benefit Transfer Credit will be determined within 60
\ndays following his or her Termination of Employment as defined under
\nSection 1.2.44(a).<\/p>\n<\/p>\n

3.3.4 Forfeiture<\/strong>. A Participant153s SPP Benefit
\nTransfer Credits under this Section 3.3 and corresponding earnings adjustments
\nunder Section 4 are subject to forfeiture at the time and in the amount provided
\nunder Sections 3.3.3(b) and 5.4 and Section A-5 of Appendix A.<\/p>\n<\/p>\n

3.4 ESBP Benefit Transfer Credits.<\/strong><\/p>\n<\/p>\n

3.4.1 Eligibility<\/strong>. A Participant who satisfies
\nSection 2.1, who has received an initial ESBP Benefit Transfer Credit under the
\nPlan, who is employed by a Participating Employer during the a Plan Year, and
\nwho has provided advance written notice of his retirement\/termination date prior
\nto January 11, 2006 will receive an annual ESBP Benefit Transfer Credit to his
\nAccount under the Plan.<\/p>\n<\/p>\n

(a) For each Plan Year, the annual ESBP
\nBenefit Transfer Credit will be the difference between (i) the ESBP Benefit
\ndetermined as of the last day of the Plan Year as expressed as the actuarial
\nlump sum present value on the determination date, and (ii) the aggregate amount
\nof the previous ESBP Benefit Transfer Credits to the Participant153s Account
\nincreased by earnings at an annual rate equal to the sum of the average of the
\napplicable Stable Value Crediting Rate Alternatives plus two percent, from the
\ncrediting dates through the determination date.<\/p>\n<\/p>\n

(b) The credit to the Participant153s Account
\nwill be made as of the April 30 (or immediately preceding business day)
\nfollowing the determination date.<\/p>\n<\/p>\n

(c) For purposes of this section,
\n“determination date” means on or about March 30.<\/p>\n<\/p>\n

(d) Upon a Change-in-Control, the Plan
\nAdministrator shall credit to a Participant153s Account as of the date of the
\nChange-in-Control an ESBP Benefit Transfer Credit as determined in this
\nSection 3.4. as of the date of the Change-in-Control.<\/p>\n<\/p>\n

(e) Notwithstanding the foregoing, a final
\nannual ESBP Benefit Transfer Credit will be made to the Participant153s Account 60
\ndays following a Participant153s Termination of Employment as defined under
\nSection 1.2.44(a).<\/p>\n<\/p>\n

3.4.2 Forfeiture<\/strong>. A Participant who has a Termination
\nof Employment as defined under Section 1.2.44(a) prior to the attainment of age
\n55 and completion of 5 Years of Service will forfeit his or her ESBP Benefit
\nTransfer Credits, and an amount of Earnings Credits and<\/p>\n

\n

15<\/p>\n

\n

<\/p>\n

\n

Enhancement equal to the investment adjustments that would have been credited
\non the ESBP Benefit Transfer Credits at the Stable Value Crediting Rate
\nAlternative (or successor rate) plus an annual rate of two percent 2%. The
\namount to be forfeited will be made prorata among all distribution options of
\nthe Plan.<\/p>\n<\/p>\n

3.5 Discretionary Credits. <\/strong>The Company in its sole
\nand absolute discretion may determine in writing for each Participant an amount
\nthat shall be credited the Participant153s Account as a Discretionary Credit. Any
\nDiscretionary Credit to an executive officer will require the approval of the
\nCompensation Committee of the Board. The Plan Administrator shall credit to a
\nParticipant153s Account the amount of a Participating Employer153s Discretionary
\nCredit, if any, determined for that Participant under this Section. Such amount
\nshall be credited as nearly as practicable as of the time or times fixed by the
\nParticipating Employer when awarding such credit. Any special provisions
\nrelating to Discretionary Credits made on behalf of a Participating Employer153s
\nEmployees will be set forth on an exhibit to the Plan Statement.<\/p>\n

\n

16<\/p>\n

\n

\n

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

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

\n

4.1<\/strong> Establishment of Accounts. <\/strong>There shall
\nbe established for each Participant an Account which shall be adjusted as
\nprovided under Section 4.<\/p>\n<\/p>\n

4.2<\/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

4.3<\/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

4.3.1<\/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

4.3.2<\/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
\nAccount, such 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

4.3.3<\/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

4.3.4<\/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

4.4<\/strong> Enhancement<\/strong>.<\/p>\n<\/p>\n

4.4.1<\/strong> General Rule.<\/strong> The Account of each
\nParticipant who is employed by the Company or other Affiliate for the entire
\ncalendar month will be credited by an amount equal to the Enhancement multiplied
\nby the balance of the Account on the first day of the month. On the last
\nbusiness day of each month, this amount will be credited according to the
\nCrediting Rate Alternatives in effect for new Deferral Credits.<\/p>\n<\/p>\n

4.4.2<\/strong> Exception.<\/strong> No Enhancement will be
\ncredited with respect to the Participant during the remainder of the Company153s
\nFiscal Year in which the Participant becomes an executive committee member or
\nduring any of the Company153s Fiscal Years beginning after the date the
\nParticipant becomes an executive committee member; provided that the Committee,
\nin its sole discretion, can cause the forfeiture of the Enhancement credited to
\na Participant153s Account during the Company153s Fiscal Year in which a Participant
\ninitially becomes an executive committee member.<\/p>\n

\n

17<\/p>\n

\n

<\/p>\n

\n

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

4.5.1<\/strong> In the event of a Plan termination following a
\nChange-in-Control under Section 8.3.2 that causes a Trust to be established and
\nfunded pursuant to Section 7.3 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 Sections
\n4.3 and 4.4.<\/p>\n<\/p>\n

4.5.2<\/strong> On and after the date of an event described in
\nSection 4.5.1, 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 8.3.2, 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

18<\/p>\n

\n

<\/p>\n

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

VESTING<\/strong><\/p>\n

\n

5.1<\/strong> Deferral Credits and Restoration Match Credits.
\n<\/strong>Deferral Credits and Restoration Match Credits (and related Earnings
\nCredits) of each Participant shall be fully (100%) vested and nonforfeitable at
\nall times except as otherwise provided.<\/p>\n<\/p>\n

5.2<\/strong> Discretionary Credits<\/strong>. A Participant
\nwill be vested in any Discretionary Credits (and related Earnings Credits) as
\nprovided by the Plan Administrator when such amounts are credited to the
\nParticipant153s Account.<\/p>\n<\/p>\n

5.3<\/strong> Enhancement<\/strong>.<\/p>\n<\/p>\n

5.3.1<\/strong> General Rule<\/strong>. Except as provided
\nunder Section 4.4.2, the Enhancement credited to a Participant153s Account will
\nbecome fully vested and nonforfeitable upon the earliest occurrence of any of
\nthe following events while the Participant is still in the employment of a
\nParticipating Employer or other Affiliate: (i) the Participant153s death;
\n(ii) the last day of the calendar month in which a Participant attains age
\nsixty-five (65) years; (iii) the determination that the Participant is Disabled;
\n(iv) the occurrence of a Change-in-Control; (v) the Participant153s completion of
\nfive (5) Years of Service; or (vi) such other date as provided in writing to a
\nParticipant from the Plan Administrator.<\/p>\n<\/p>\n

5.3.2<\/strong> Forfeiture<\/strong>. Any forfeiture of the
\nEnhancement will occur as soon as practicable after the Participant153s
\nTermination of Employment. Forfeiture of the Enhancement that is not vested
\nunder Section 5.3.1 is limited to the aggregate amount of the Enhancement
\ncredited with respect to such amounts determined without regard to Earnings
\nCredits on such Enhancement. The amount of the Enhancement to be forfeited will
\nbe debited prorata against the Participant153s distribution options.<\/p>\n<\/p>\n

5.4<\/strong> SPP Benefit Transfer Credit<\/strong>. A
\nParticipant has a forfeiture of the SPP Benefit to the extent there is a debit
\nas provided in Section 3.3 or Appendix A. The forfeiture amount will be debited
\nagainst a Participant153s Account. The debit will be made prorata among all
\ndistribution options of the Plan.<\/p>\n<\/p>\n

5.5<\/strong> ESBP Benefit Transfer Credit<\/strong>. A
\nParticipant has a forfeiture of the ESBP Benefit to the extent there is a
\nforfeiture as provided in Section 3.4.2. The forfeiture amount will be debited
\nagainst a Participant153s Account. The debit will be made prorata among all the
\nParticipant153s distribution options under the Plan.<\/p>\n<\/p>\n

5.6<\/strong> Failure to Cooperate; Misinformation or Failure
\nto Disclose. <\/strong>A Participant153s Account is subject to forfeiture as
\nprovided under Sections 2.6.1.<\/p>\n

\n

19<\/p>\n

\n

<\/p>\n

\n

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

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

\n

6.1<\/strong> Distribution Elections. <\/strong>Except as
\notherwise specifically provided in this Plan, a Participant may irrevocably
\nelect for each Plan Year the form and time of distribution of the credits made
\nto his or her Account for such Plan Year.<\/p>\n<\/p>\n

6.2<\/strong> General Rule. <\/strong>A Participant153s
\ndistribution election relating to Deferral Credits must be made prior to the
\ndate the Participant153s deferral election becomes irrevocable. The election
\nshall be made in the form and manner prescribed by Plan Rules. Distribution
\nelections for Base Salary deferrals will also apply to Restoration Match Credits
\nrelated to the same Plan Year. Earnings Credits and Enhancements will be
\ndistributed in the same form and time as in effect for the related Account
\ncredit. All Discretionary Credits will be distributed in the form of a single
\nlump sum as of the time determined under Section 6.2.2(b).<\/p>\n<\/p>\n

6.2.1<\/strong> Form of Distribution<\/strong>. The Participant
\nmay elect among the following forms of distribution.<\/p>\n<\/p>\n

(a) Installments. <\/strong>A series of annual installments
\nmade over either five (5) years or ten (10) years commencing at a time provided
\nunder Section 6.2.2(a) or (b). For purposes of Code section 409A, installment
\npayments will be treated as a series of separate payments at all times.<\/p>\n<\/p>\n

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

6.2.2<\/strong> Time of Payment<\/strong>. The Participant may
\nelect among the distribution commencement times described in this section;
\nprovided that: (y) SPP Benefit Transfer Credits determined pursuant to Appendix
\nA, Section A-4.3 will be distributed as provided in Section 6.2.5(b), and
\n(z) SPP Benefit Transfer Credits, other than those pursuant to Appendix A,
\nSection A-4.3, as well as unvested ESBP Benefit Transfer Credits may not be
\ndistributed on a fixed payment date as described in paragraph (c).<\/p>\n<\/p>\n

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

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

(c) Fixed Payment Date.<\/strong> Within 60 days of
\nJanuary 1 of the calendar year elected by the Participant at the time of
\ndeferral. If a Participant has a Termination of Employment as defined in
\nSection 1.2.44 prior to the fixed payment date, such amount shall be paid on the
\nearlier of: (i) within 60 days following January 1 in the tenth year following
\nthe year of the Termination of Employment, or (ii) January 1 of the calendar
\nyear elected by the Participant at the time of deferral. The Plan Administrator
\nwill establish Plan Rules, procedures and limitations on establishing the number
\nand times of the fixed payment dates available for Participants to elect.<\/p>\n<\/p>\n

(d) Payouts in 2008 and 2009.<\/strong> During 2007 and
\n2008, consistent with transition relief available under Code section 409A, and
\nsubject to Plan Rules:<\/p>\n

\n

20<\/p>\n

\n

<\/p>\n

\n

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

(ii) Participants had an opportunity to elect during 2007 to
\nreceive a distribution of all or a portion of their Bonus Deferral Credits for
\n2007 and Performance Share Awards in 2004, if any, to be credited under this
\nPlan in 2008, to be distributed on the date such Bonus Deferral Credits or
\nPerformance Share Awards would otherwise have been credited to this Plan, or,
\nwith respect to such Performance Share Awards, such other date as specified in
\nthe election form.<\/p>\n<\/p>\n

(iii) Participants had an opportunity to elect during 2008 to
\nreceive a distribution of all or a portion of their Account valued as of
\nDecember 31, 2008 to be distributed in January 2009.<\/p>\n<\/p>\n

(iv) Participants had an opportunity to elect during 2008 to receive
\na distribution of all or a portion of their Bonus Deferral Credits for 2008, if
\nany, to be credited under this Plan in 2009, to be distributed on the date such
\nBonus Deferral Credits would otherwise have been credited to this Plan.<\/p>\n<\/p>\n

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

6.2.4<\/strong> Small Benefit. <\/strong>Subject to
\nSection 6.3, in the event that the vested Account balance of a Participant who
\nhas died or experienced a Termination of Employment under the Plan is less than
\nthe applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year
\nas of the date on which the Company makes such determinations, the Company
\nreserves the right to have the Participant153s entire Account paid in the form of
\na single lump sum payment, provided the Company153s exercise of discretion
\ncomplies with the requirements of Treas. Reg. Sec. 1.409A-3(j)(4)(v).<\/p>\n<\/p>\n

6.2.5<\/strong> Default. <\/strong>If for any reason a
\nParticipant shall have failed to make a timely designation of the form or time
\nof distribution with respect to credits for a Plan Year (including reasons
\nentirely beyond the control of the Participant), except as provided in
\nSection 6.2.6, the distribution shall be made as indicated below:<\/p>\n<\/p>\n

(a) In the case of SPP Benefit Transfer Credits, other than those
\npursuant to Appendix A, Section A-4.3 – a single lump sum within 60 days
\nfollowing the one-year anniversary of the Participant153s Termination of
\nEmployment.<\/p>\n<\/p>\n

(b) In the case of SPP Benefit Transfer Credits pursuant to
\nAppendix A, Section A-4.3:<\/p>\n<\/p>\n

(i) Twenty-four (24) monthly installment payments commencing
\nwithin 60 days following the Participant153s Termination of Employment;<\/p>\n

\n

21<\/p>\n

\n

<\/p>\n

\n

(ii) Each monthly installment payment will be determined by
\ndividing: (A) the amount of the vested portion of the Account attributable to
\nAppendix A, Section A-4.3 and an amount of Earnings Credits equal to the
\ninvestment adjustment that would have been credited on such SPP Benefit Transfer
\nCredits at the Stable Value Crediting Rate Alternative as of the most recent
\nValuation Date preceding the date the installment is due, by (B) twenty-four
\n(24), less the number of monthly installment payments that have previously been
\nmade from the Plan.<\/p>\n<\/p>\n

(c) In all other cases – a single lump sum payment within 60 days
\nfollowing the Participant153s Termination of Employment.<\/p>\n<\/p>\n

6.2.6<\/strong> Crediting of Amounts after Benefit
\nDistribution. <\/strong>Notwithstanding any provision in this Plan Statement to
\nthe contrary other than Section 6.3:<\/p>\n<\/p>\n

(a) Deferral and Restoration Match Credits.<\/strong><\/p>\n<\/p>\n

(i) Lump Sum Distribution. <\/strong>If Deferral or
\nRestoration Match Credits are due after the complete distribution of the
\nParticipant153s vested Account balance, or subaccount balance to which such
\nDeferral or Restoration Match Credit relate, then such subsequent credits will
\nbe made to the Account and paid to the Participant in a single lump sum cash
\npayment within 60 days of being credited to the Account.<\/p>\n<\/p>\n

(ii) Installment Distribution. <\/strong>If Deferral or
\nRestoration Match Credits are due after a related installment distribution
\noccurs, then such subsequent credits will be made to the Account and included to
\ndetermine the amount of the remaining scheduled payments as applicable.<\/p>\n<\/p>\n

(b) SPP or ESBP Benefit Transfer Credit. <\/strong>The SPP
\nBenefit Transfer Credit other than those pursuant to Appendix A, Section A-4.3
\nor ESBP Benefit Transfer Credit, as applicable, arising after a Participant153s
\nTermination of Employment pursuant to Sections 3.3.3(f) and 3.4.1(e) shall be
\ndistributed in a single lump sum within 60 days following the Termination of
\nEmployment.<\/p>\n<\/p>\n

6.2.7<\/strong> Vesting in Benefits After the Distribution
\nDate.<\/strong> No portion of a Participant153s Account will be distributed prior
\nto being vested. Subject to Section 6.3, if Participant is scheduled to receive
\na distribution of a portion of his or her Account that is not vested, such
\nunvested amount will not be paid until subsequently vested, at which time it
\nwill be paid out in accordance with the respective distribution election.<\/p>\n<\/p>\n

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

6.3<\/strong> Six-Month Suspension for Specified Employees.
\n<\/strong>Notwithstanding any other provision in this Section 6 to the contrary,
\nif a Participant is a Specified Employee at Termination of Employment, then any
\ndistributions arising on account of the Participant153s Termination of Employment
\n(other than on account of death) that are due shall be suspended and not be made
\nuntil (6) months have elapsed since such Participant153s Termination of Employment
\n(or, if earlier, upon the date of the Participant153s death). Any payments that
\nwere otherwise payable during the<\/p>\n

\n

22<\/p>\n

\n

<\/p>\n

\n

six-month suspension period referred to in the preceding sentence, will be
\npaid within 60 days after the end of such six-month suspension period.<\/p>\n<\/p>\n

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

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

6.5.1<\/strong> When Available. <\/strong>A Participant may
\nreceive a distribution from the vested portion of his or her Account (which
\nshall be deemed to include the deferral that would have been made but for the
\ncancellation under Section 6.5.3) if the Plan Administrator determines that such
\ndistribution is on account of an Unforeseeable Emergency and the conditions in
\nSection 6.5.2 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<\/p>\n

6.5.2<\/strong> Limitations<\/strong>. The amount that may be
\ndistributed with respect to a Participant153s Unforeseeable Emergency shall not
\nexceed the amounts necessary to satisfy the emergency plus amounts necessary to
\npay taxes reasonably anticipated as a result of the distribution, after taking
\ninto account the extent to which such Unforeseeable Emergency is or may be
\nrelieved through reimbursement or compensation by insurance or otherwise by
\nliquidation of the Participant153s assets (to the extent the liquidation of such
\nassets would not itself cause severe financial hardship), and\/or cancellation of
\ndeferrals pursuant to Section 6.5.3, provided the determination of such
\nlimitation is consistent with the requirements of Code section
\n409A(a)(2)(B)(ii).<\/p>\n<\/p>\n

6.5.3<\/strong> Cancellation of Deferral Elections.
\n<\/strong>As provided by Section 2.12, in the event of a distribution under
\nSection 6.5.1 the Plan Administrator will cancel the Participant153s deferral
\nelections for the balance of the applicable Plan Year.<\/p>\n<\/p>\n

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

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

(a) Each Participant may designate one or more primary
\nBeneficiaries or secondary Beneficiaries to receive all or a specified part of
\nsuch Participant153s vested Account in the event of such Participant153s death. If
\nfewer than all designated primary or secondary Beneficiaries predecease the
\nParticipant, then the amount of such predeceased Beneficiary153s portion shall be
\nallocated to the remaining primary or secondary Beneficiaries, as the case may
\nbe.<\/p>\n<\/p>\n

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

(c) No such designation, change or revocation shall be effective
\nunless completed and filed with the Plan Administrator in accordance with Plan
\nRules during the Participant153s lifetime.<\/p>\n

\n

23<\/p>\n

\n

<\/p>\n

\n

6.6.2<\/strong> Failure of Designation<\/strong>. If a
\nParticipant:<\/p>\n<\/p>\n

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

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

(c) designates one or more Beneficiaries and all such Beneficiaries
\nso designated fail to survive the Participant, such Participant153s vested
\nAccount, shall be payable to the first class of the following classes of
\nautomatic Beneficiaries:<\/p>\n<\/p>\n

Participant153s surviving spouse
\nRepresentative of Participant153s estate<\/p>\n<\/p>\n

6.6.3<\/strong> Disclaimers by Beneficiaries<\/strong>. A
\nBeneficiary entitled to a distribution of all or a portion of a deceased
\nParticipant153s vested Account may disclaim an interest therein subject to the
\nPlan Rules.<\/p>\n<\/p>\n

6.6.4<\/strong> Special Rules. <\/strong>Unless the
\nParticipant has otherwise specified in the Participant153s Beneficiary
\ndesignation, the following rules shall apply:<\/p>\n<\/p>\n

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

(b) The automatic Beneficiaries specified in Section 6.6.2 and the
\nBeneficiaries designated by the Participant shall become fixed at the time of
\nthe Participant153s death (subject to Section 6.6.3) so that, if a Beneficiary
\nsurvives the Participant but dies before the receipt of all payments due such
\nBeneficiary hereunder, such remaining payments shall be payable to the
\nrepresentative of such Beneficiary153s estate.<\/p>\n<\/p>\n

(c) If the Participant designates as a Beneficiary the person who
\nis the Participant153s spouse on the date of the designation, either by name or by
\nrelationship, or both, the dissolution, annulment or other legal termination of
\nthe marriage between the Participant and such person shall automatically revoke
\nsuch designation. The foregoing shall not prevent the Participant from
\ndesignating a former spouse as a beneficiary on a form that is both executed by
\nthe Participant and received by the Plan Administrator (i) after the date of the
\nlegal termination of the marriage between the Participant and such former spouse
\nand (ii) during the Participant153s lifetime.<\/p>\n<\/p>\n

(d) A finalized marriage (other than a common law marriage) of a
\nParticipant subsequent to the date of filing of a Beneficiary designation shall
\nrevoke such designation unless the Participant153s new spouse had previously been
\ndesignated as the Beneficiary.<\/p>\n<\/p>\n

(e) Any designation of a nonspouse Beneficiary by name that is
\naccompanied by a description of relationship to the Participant shall be given
\neffect without regard<\/p>\n

\n

24<\/p>\n

\n

<\/p>\n

\n

to whether the relationship to the Participant exists either then or at the
\nParticipant153s death.<\/p>\n<\/p>\n

(f) Any designation of a Beneficiary only by statement of
\nrelationship to the Participant shall be effective only to designate the person
\nor persons standing in such relationship to the Participant at the Participant153s
\ndeath.<\/p>\n<\/p>\n

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

6.7.1<\/strong> Legal Disability. <\/strong>In case of the
\nlegal disability, including minority, of an individual entitled to receive any
\npayment under this Plan, payment shall be made, if the Plan Administrator shall
\nbe advised of the existence of such condition:<\/p>\n<\/p>\n

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

(b) to a person or institution entrusted with the care or
\nmaintenance of the incompetent or disable Participant or Beneficiary, provided
\nsuch person or institution has satisfied the Plan Administrator that the payment
\nwill be used for the best interest and assist in the care of such individual,
\nand provided further, that no prior claim for said payment has been made by a
\nduly appointed guardian, conservator or other legal representative of such
\nindividual.<\/p>\n<\/p>\n

6.7.2<\/strong> Discharge of Liability. <\/strong>Any payment
\nmade in accordance with the foregoing provisions of this Section 6.7 shall
\nconstitute a complete discharge of any liability or obligation of the
\nParticipating Employers under this Plan.<\/p>\n<\/p>\n

6.8<\/strong> Tax Withholding. <\/strong>The Participating
\nEmployer (or any other person legally obligated to do so) shall withhold the
\namount of any federal, state or local income tax, payroll tax or other tax that
\nthe payer reasonably determines is required to be withheld under applicable law
\nwith respect 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

6.9<\/strong> Payments Upon Rehire. <\/strong>If a Participant
\nwho is receiving installment payments or due a deferred lump sum payment under
\nthis Plan is rehired, the payments will continue in accordance with the prior
\ndistribution elections.<\/p>\n<\/p>\n

6.10<\/strong> Application for Distribution. <\/strong>A
\nParticipant may be required to make application to receive payment and to
\ncomplete other forms and furnish other documentation required by the Plan
\nAdministrator. Distribution shall not be made to any Beneficiary until such
\nBeneficiary shall have filed an application for benefits in a form acceptable to
\nthe Plan Administrator 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

6.11<\/strong> Acceleration of Distributions. <\/strong>The
\nPlan Administrator in its sole discretion may exercise discretion to accelerate
\nthe distribution of any payment under this Plan to the extent allowed under Code
\nsection 409A.<\/p>\n<\/p>\n

6.12<\/strong> Delay of Distributions. <\/strong>The Plan
\nAdministrator in its sole discretion may exercise discretion to delay the
\ndistribution 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<\/p>\n

\n

25<\/p>\n

\n

<\/p>\n

\n

deductions as allowed pursuant to Code section 162(m) or to avoid violation
\nof federal securities or other applicable law.<\/p>\n

\n

26<\/p>\n

\n

\n

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

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

\n

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

7.1.1<\/strong> General Assets. <\/strong>Each Participating
\nEmployer will pay, from its general assets, the distribution of the
\nParticipant153s Account under Section 6, and all costs, charges and expenses
\nrelating thereto.<\/p>\n<\/p>\n

7.1.2<\/strong> Trust. <\/strong>Upon a Change-in-Control that
\ncauses the Plan to be terminated under Section 8.3.2, the trustee of the Trust
\nwill make distributions to Participants and Beneficiaries from the Trust in
\nsatisfaction of a Participating Employer153s obligations to make distributions
\nunder this Plan in accordance with and subject to the terms of the Trust to the
\nextent such payments are not otherwise made directly by the Participating
\nEmployer.<\/p>\n<\/p>\n

7.2<\/strong> Unfunded Obligation. <\/strong>The obligation of
\nthe Participating Employers to make payments under this Plan constitutes only
\nthe unsecured (but legally enforceable) promise of the Participating Employers
\nto make such payments. Participants and their Beneficiaries, heirs, successors
\nand assigns 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

7.3<\/strong> Establishment of Trust. <\/strong>The
\nParticipating Employers shall have no obligation to establish or maintain any
\nfund, trust or account (other than a bookkeeping account or reserve) for the
\npurpose of funding or paying the benefits promised under this Plan except as
\nprovided in the Trust. The Participating Employers may from time to time
\ntransfer to the Trust cash, or other marketable securities or other property
\nacceptable to the trustee in accordance with the terms of the Trust. If the
\nParticipating Employers have deposited funds in the Trust, such funds shall
\nremain the sole and exclusive property of the Participating Employer that
\ndeposited such funds.<\/p>\n<\/p>\n

7.4<\/strong> Spendthrift Provision. <\/strong>Except as
\notherwise provided in this Section 7.4, no Participant or Beneficiary shall have
\nany interest in any Account which can be transferred nor shall any Participant
\nor Beneficiary 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

7.4.1<\/strong> Right to Designate Beneficiary. <\/strong>The
\npower to designate Beneficiaries to receive the Account of a Participant in the
\nevent of such Participant153s death shall not permit or be construed to permit
\nsuch power or right to be exercised by the Participant so as thereby to
\nanticipate, pledge, mortgage or encumber such Participant153s Account or any part
\nthereof, and any attempt of a Participant so to exercise said power in violation
\nof this provision shall be of no force and effect and shall be disregarded by
\nthe Participating Employers.<\/p>\n<\/p>\n

7.4.2<\/strong> Plan Administrator153s Right to Exercise
\nDiscretion. <\/strong>This Section 7.4 shall not prevent the Plan Administrator
\nfrom exercising, in its discretion, any of the applicable powers and options
\ngranted to it under any applicable provision hereof.<\/p>\n

\n

27<\/p>\n

\n

<\/p>\n

\n

7.5<\/strong> Compensation Recovery
\n(Recoupment)<\/strong>.<\/strong> Notwithstanding any other provision of
\nthe Plan, a Participant who engaged in intentional misconduct that contributed
\ndirectly or indirectly, in whole or in part, to the need for a restatement of
\nthe Company153s consolidated financial statements and who becomes subject to the
\nCompany153s recoupment policy as adopted by the Compensation Committee of the
\nCompany153s Board of Directors and amended from time to time (“Recoupment Policy”)
\nmay have all or a portion of his or her benefit under this Plan forfeited and\/or
\nall or a portion of any distributions payable to the Participant or his or her
\nBeneficiary recovered by the Company.<\/p>\n<\/p>\n

7.5.1<\/strong> Any Deferral Credit and related Earnings
\nCredits resulting from the deferral of Eligible Compensation that is subject to
\nrecovery under the Recoupment Policy may be forfeited and, in such event, a
\ncorresponding adjustment will be made to the Participant153s Account balance.<\/p>\n

\n

7.5.2<\/strong> If a Participant has commenced
\ndistributions and is subject to a claim for recovery under the Recoupment
\nPolicy, then the Company may, subject to any limitations under Code section
\n409A, retain all or any portion of the Participant153s (or his or her
\nBeneficiary153s) taxable distribution, net of state, federal or foreign tax
\nwithholding, to satisfy such claim.<\/p>\n

\n

28<\/p>\n

\n

<\/p>\n

\n

SECTION 8
\nADOPTION, AMENDMENT AND TERMINATION<\/strong><\/p>\n

\n

8.1<\/strong> Adoption. <\/strong>With the prior approval of
\nthe Plan Administrator, an Affiliate may adopt the Plan and become a
\nParticipating Employer by furnishing to the Plan Administrator a certified copy
\nof a resolution of its board of directors adopting this Plan.<\/p>\n<\/p>\n

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

8.2.1<\/strong> General Rule. <\/strong>The Board may at any
\ntime amend this Plan, in whole or in part, for any reason, including but not
\nlimited to tax, accounting or insurance changes, a result of which may be to
\nterminate this Plan for future deferrals; provided, unless such amendment is
\nnecessary or reasonable to comply with any changes in law, no amendment shall be
\neffective to decrease the benefits, nature or timing thereof payable under this
\nPlan to any Participant with respect to deferrals made (and benefits thereafter
\naccruing) prior to the date of such amendment. Notwithstanding the above, the
\nBoard authorizes the Committee to amend this Plan to make changes to the
\nCrediting Rate Alternatives by either adding any new or deleting any existing
\nCrediting Rate Alternatives, to impose limitations on selection of or deferral
\ninto any Crediting Rate Alternative, or to make any amendments to this Plan
\nStatement deemed necessary or desirable by the Committee for the operation and
\nadministration of this Plan provided such amendment does not have a material
\nfinancial impact on the Company. Such changes will be considered an Amendment
\nto this Plan and shall be effective without further action by the Board.
\nWritten notice of any amendment shall be given to each Participant then
\nparticipating in this Plan.<\/p>\n<\/p>\n

8.2.2<\/strong> Amendment to Benefit of Executive Officer.
\n<\/strong>Any amendment to the benefit of an executive officer under this Plan,
\nto the extent approval of such amendment by the board of directors would be
\nrequired by the Securities and Exchange Commission and its regulations or the
\nrules of any applicable securities exchange, will require the approval of the
\nBoard.<\/p>\n<\/p>\n

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

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

8.3.1<\/strong> 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

8.3.2<\/strong> Plan Termination and Liquidation on Account of
\na Change-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 8.3.2.<\/p>\n

\n

29<\/p>\n

\n

<\/p>\n

\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 1.2.8(a), 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<\/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

30<\/p>\n

\n

<\/p>\n

\n

SECTION 9
\nCLAIM PROCEDURES<\/strong><\/p>\n

\n

9.1<\/strong> Claims Procedure. <\/strong>Until modified by
\nthe Plan Administrator, the claim and review procedures set forth in this
\nSection shall be the mandatory claim and review procedures for the resolution of
\ndisputes and disposition of claims filed under this Plan. An application for a
\ndistribution or withdrawal shall be considered as a claim for the purposes of
\nthis Section.<\/p>\n<\/p>\n

9.1.1<\/strong> Initial Claim. <\/strong>An individual may,
\nsubject to any applicable deadline, file with the Plan Administrator a written
\nclaim for benefits 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

9.1.2<\/strong> Notice of Initial Adverse Determination.
\n<\/strong>A notice of an adverse determination shall set forth in a manner
\ncalculated to be understood 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, including the time limits applicable to such procedure, and a
\nstatement of the claimant153s right to bring a civil action under ERISA section
\n502(a) following an adverse determination on review.<\/p>\n<\/p>\n

9.1.3<\/strong> Request for Review. <\/strong>Within sixty
\n(60) days after receipt of an initial adverse benefit determination notice, the
\nclaimant may file with the Plan Administrator a written request for a review of
\nthe adverse determination and may, in connection therewith submit written
\ncomments, documents, records and other information relating to the claim
\nbenefits. Any request for review of the initial adverse determination not filed
\nwithin sixty (60) days after receipt of the initial adverse determination notice
\nshall be untimely.<\/p>\n<\/p>\n

9.1.4<\/strong> Claim on Review. <\/strong>If the claim, upon
\nreview, is denied in whole or in part, the Plan Administrator shall notify the
\nclaimant of the adverse benefit determination within sixty (60) days after
\nreceipt of such a request for review.<\/p>\n

\n

31<\/p>\n

\n

<\/p>\n

\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 Plan Administrator notifies
\nthe claimant, prior to the expiration of the initial sixty (60) 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

(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

9.1.5<\/strong> Notice of Adverse Determination for Claim on
\nReview. <\/strong>A notice of an adverse determination for a claim on review
\nshall set forth 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

(e) a statement of the claimant153s right to
\nbring an action under ERISA section 502(a).<\/p>\n<\/p>\n

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

9.2.1<\/strong> Adoption of Rules. <\/strong>Any rule not in
\nconflict or at variance with the provisions hereof may be adopted by the Plan
\nAdministrator.<\/p>\n

\n

32<\/p>\n

\n

<\/p>\n

\n

9.2.2<\/strong> 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 9 to the Plan Administrator shall be treated as references to the Plan
\nAdministrator153s delegate.<\/p>\n<\/p>\n

(c) Claimants may be represented by a lawyer
\nor other representative at their own expense, but the Plan Administrator
\nreserves the right to require the claimant to furnish written authorization and
\nestablish reasonable procedures for determining whether an individual has been
\nauthorized to act on behalf of a claimant. A claimant153s representative shall be
\nentitled to copies of all notices given to the claimant.<\/p>\n<\/p>\n

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

(e) In connection with the review of a
\ndenied claim, the claimant or the claimant153s representative shall be provided,
\nupon request and free of charge, reasonable access to, and copies of, all
\ndocuments, records, and other information necessary to make a benefit
\ndetermination accompanies the filing.<\/p>\n<\/p>\n

(f) The time period within which a benefit
\ndetermination will be made shall begin to run at the time a claim or request for
\nreview is filed in accordance with the claims procedures, without regard to
\nwhether all the information necessary to make a benefit determination
\naccompanies the filing.<\/p>\n<\/p>\n

(g) The claims and review procedures shall be
\nadministered with appropriate safeguards to that benefit claim determinations
\nare made in accordance with governing plan documents and, where appropriate, the
\nplan provisions have been applied consistently with respect to similarly
\nsituated claimants.<\/p>\n<\/p>\n

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

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

9.3.1<\/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

\n

33<\/p>\n

\n

<\/p>\n

\n

9.3.2<\/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
\nreasonably should have known) of the general nature of the dispute giving rise
\nto the action, or<\/p>\n<\/p>\n

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

9.3.3<\/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<\/p>\n

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

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

9.3.4<\/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

34<\/p>\n

\n

<\/p>\n

\n

SECTION 10
\nPLAN ADMINISTRATION<\/strong><\/p>\n

\n

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

10.1.1<\/strong> Administrator. <\/strong>The Company is the
\n“administrator” of the Plan for purposes of section 3(16)(A) of ERISA. Except
\nas expressly otherwise provided herein, the Company shall control and manage the
\noperation and administration of this Plan and make all decisions and
\ndeterminations.<\/p>\n<\/p>\n

10.1.2<\/strong> Authority and Delegation. <\/strong>Except in
\ncases where this Plan expressly requires action on behalf of the Company to be
\ntaken by the Board, action on behalf of the Company may be taken by any of the
\nfollowing:<\/p>\n<\/p>\n

(a) The Board.<\/p>\n<\/p>\n

(b) The Chief Executive Officer of the
\nCompany.<\/p>\n<\/p>\n

(c) The senior Vice President of Human
\nResources of the Company.<\/p>\n<\/p>\n

(d) Any person or persons, natural or
\notherwise, or committee, to whom responsibilities for the operation and
\nadministration of the Plan are delegated by the Company, by resolution of the
\nBoard or by written instrument executed by the Chief Executive Officer or the
\nsenior Vice President of Human Resources of the Company and filed with its
\npermanent records, provided action of such person or persons or committee shall
\nbe within the scope of said delegation.<\/p>\n<\/p>\n

10.1.3<\/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.<\/p>\n<\/p>\n

10.1.4<\/strong> Reliance. <\/strong>The Plan Administrator
\nmay act and rely upon all information reported to it hereunder and need not
\ninquire into the accuracy thereof, nor be charged with any notice to the
\ncontrary.<\/p>\n<\/p>\n

10.1.5<\/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

10.2<\/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

35<\/p>\n

\n

<\/p>\n

\n

10.3<\/strong> Committee Membership and Authority.<\/strong>\n<\/p>\n<\/p>\n

10.3.1<\/strong> Appointment. <\/strong>The Company may, in
\nits discretion, appoint a committee to act as agent of the Company in performing
\nthe duties of the Plan Administrator.<\/p>\n<\/p>\n

10.3.2<\/strong> Membership and Authority. <\/strong>The
\ncommittee will consist of three or more persons appointed by the Board and shall
\nbe subject to the following:<\/p>\n<\/p>\n

(a) The committee shall act by a majority of
\nits then members by meeting or by writing filed without meeting.<\/p>\n<\/p>\n

(b) A committee member may resign at any time
\nby giving ten days153 advance written notice to the Company and the other
\ncommittee members. The Board may remove a committee member by giving advance
\nwritten notice to him or her and the other committee members.<\/p>\n<\/p>\n

(c) The Board may fill any vacancy in the
\nmembership of the committee and shall give prompt written notice thereof to the
\nother committee members. While there is a vacancy in the membership of the
\ncommittee, the remaining committee members shall have the same powers as the
\nfull committee until the vacancy is filled.<\/p>\n<\/p>\n

(d) A certificate of either the secretary to
\nthe committee or a majority of the members of the committee that the committee
\nhas taken or authorized any action will be conclusive in favor of any person
\nrelying on the certificate.<\/p>\n<\/p>\n

10.4<\/strong> Service of Process. <\/strong>In the absence of
\nany designation to the contrary by the Plan Administrator, the General Counsel
\nof the Plan Administrator is designated as the appropriate and exclusive agent
\nfor the receipt of service of process directed to this Plan in any legal
\nproceeding, including arbitration, involving this Plan.<\/p>\n<\/p>\n

10.5<\/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

10.6<\/strong> Responsibility for Delegate. <\/strong>No
\nperson shall 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

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

10.8<\/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 Company or trustee. The
\nCompany shall have power to cause such equitable adjustments to be made to
\ncorrect for such errors as the Company, in its sole discretion, considers
\nappropriate. Such adjustments shall be final and binding on all persons.<\/p>\n<\/p>\n

10.9<\/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<\/p>\n

\n

36<\/p>\n

\n

and all liabilities, losses, costs or expenses (including legal fees) of
\nwhatsoever kind and nature which may be imposed on, incurred by or asserted
\nagainst such person at any time by reason of such person153s services as an
\nadministrator in connection with this Plan, but only if such person did not act
\ndishonestly, or in bad faith, or in willful violation of the law or regulations
\nunder which such liability, loss, cost or expense arises.<\/p>\n<\/p>\n

10.10<\/strong> Notice. <\/strong>Any notice required under
\nthis Plan Statement may be waived by the person entitled thereto.<\/p>\n

\n

37<\/p>\n

\n

<\/p>\n

\n

SECTION 11
\nCONSTRUCTION<\/strong><\/p>\n

\n

11.1<\/strong> ERISA Status. <\/strong>This Plan was adopted
\nand is maintained with the understanding that it is an unfunded plan maintained
\nprimarily for the purpose of providing deferred compensation for a select group
\nof management or highly compensated employees as provided in section 201(2),
\nsection 301(a)(3) and section 401(a)(1) of ERISA. This Plan shall be
\ninterpreted and administered accordingly.<\/p>\n<\/p>\n

11.2<\/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

11.3<\/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

11.4<\/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<\/p>\n

11.5<\/strong> Appendices. <\/strong>The Plan provisions that
\nhave application to a limited number of Participants or that otherwise do not
\napply equally to all Participants may be described in an appendix to this Plan
\nStatement. In the event of a conflict between the terms of an appendix and the
\nterms of the remainder of this Plan Statement, the appendix will control.<\/p>\n

\n

38<\/p>\n

\n

<\/p>\n

\n

APPENDIX A<\/strong><\/p>\n

\n

SPP Benefit<\/strong><\/p>\n

\n

A-1<\/strong> Purpose and Application. <\/strong>The purpose
\nof this Appendix A to this Plan Statement is to establish the rules for
\ndetermining the amount of the SPP Benefit Transfer Credit under this Plan.<\/p>\n<\/p>\n

A-2<\/strong> Background.<\/strong><\/p>\n<\/p>\n

A-2.1<\/strong> Transfer Credits.<\/strong> The
\nCompany has adopted and maintained several nonqualified supplemental pension
\nplans to provide retirement income to a select group of highly compensated and
\nkey management employees in excess of the retirement income that can be provided
\nunder the Target Pension Plan on account of limitations imposed by the Code.
\nEffective April 30, 2002, the Company began converting the accrued supplemental
\npension benefits of certain participants to credits under this Plan as adjusted
\nannually to reflect changes in such benefits.<\/p>\n<\/p>\n

A-2.2<\/strong> Cash Balance Formula<\/strong>. Effective
\nJanuary 1, 2003, the Target Pension Plan was amended to add a cash balance
\npension plan formula (referred to as the “personal pension account”). Depending
\non the date participation commences or an election was made, a Participant who
\nhas a benefit under the Target Pension Plan may have his or her accrued benefit
\nunder such plan based solely on the final average pay formula (the “traditional
\nformula”), solely on the personal pension account, or a combination of the
\ntraditional formula (frozen as of December 31, 2002) and the personal pension
\naccount.<\/p>\n<\/p>\n

A-3<\/strong> Definitions.<\/strong><\/p>\n<\/p>\n

A-3.1<\/strong> SPP I<\/strong> “SPP I” means the Target
\nCorporation SPP I.<\/p>\n<\/p>\n

A-3.2<\/strong> SPP II<\/strong> “SPP II” means the Target
\nCorporation SPP II.<\/p>\n<\/p>\n

A-3.3<\/strong> SPP III<\/strong> “SPP III” means the Target
\nCorporation SPP III.<\/p>\n<\/p>\n

A-4<\/strong> SPP Benefit. <\/strong>Each Participant153s SPP
\nBenefit is equal to the sum of the benefits under Section A-4.1, Section A-4.2
\nand Section A-4.3.<\/p>\n<\/p>\n

A-4.1<\/strong> Traditional Formula Benefit. <\/strong>A
\nParticipant153s SPP Benefit is the excess, if any, of the monthly pension benefit
\nunder (a) over the monthly pension benefit under (b):<\/p>\n<\/p>\n

(a) The monthly pension benefit the
\nParticipant would be entitled to under the Target Pension Plan, based on the
\n“traditional formula,” if such formula were applied<\/p>\n<\/p>\n

(i) without regard to the maximum benefit
\nlimitation required by Code section 415;<\/p>\n<\/p>\n

(ii) without regard to the maximum
\ncompensation limitation under Code section 401(a)(17);<\/p>\n

\n

39<\/p>\n

\n

<\/p>\n

\n

(iii) as if the definition of “certified
\nearnings” under the Target Pension Plan for a plan year included compensation
\nthat would have been paid in the plan year in the absence of the Participant153s
\nelection to defer payment of the compensation to a later date pursuant to the
\nprovisions of a deferred compensation plan;<\/p>\n<\/p>\n

(iv) without regard to the alternative benefit
\nformula of Sections 4.6(a)(3) and 4.6(b)(2) of the Target Pension Plan.<\/p>\n<\/p>\n

(b) The monthly pension benefit the
\nParticipant is entitled to receive under the Target Pension Plan on account of
\nthe “traditional formula.”<\/p>\n<\/p>\n

A-4.2<\/strong> Personal Pension Account. <\/strong>A
\nParticipant153s SPP Benefit includes the excess, if any, of the amount determined
\nunder (a) over the amount determined under (b):<\/p>\n<\/p>\n

(a) The amount that would have been credited
\neach quarter (including both “pay credits” and “interest credits”) to the
\nParticipant153s “personal pension account” under the Target Pension Plan, if such
\naccount were applied:<\/p>\n<\/p>\n

(i) without regard to the maximum benefit
\nlimitations required by Code section 415;<\/p>\n<\/p>\n

(ii) without regard to the maximum
\ncompensation limitation under Code section 401(a)(17);<\/p>\n<\/p>\n

(iii) as if the definition of “certified
\nearnings” under the Target Pension Plan for a calendar quarter included
\ncompensation that would have been paid during such calendar quarter in the
\nabsence of the Participant153s election to defer payment of the compensation to a
\nlater date pursuant to the provisions of a deferred compensation plan;<\/p>\n<\/p>\n

(iv) as if a distribution had been made from
\nsuch account equal to any SPP Benefit Transfer Credits made under Section 3.3.\n<\/p>\n<\/p>\n

(b) The amount of the credits actually made
\nto the Participant153s “personal pension account” under the Target Pension Plan.\n<\/p>\n<\/p>\n

A-4.3<\/strong> SPP III. <\/strong>For a Participant who was
\nparticipating in SPP III, the Participant153s SPP Benefit includes the actuarial
\nequivalent lump sum present value of the monthly pension benefit under (a) over
\nthe monthly pension benefit under (b):<\/p>\n<\/p>\n

(a) The monthly pension benefits determined
\nunder Section A-4.1(a) determined by treating the Participant as five (5) years
\nolder than his or her actual age solely for purposes of determining the early
\nreduction factor (but in no case shall the Participant153s age be deemed to be
\ngreater than age 65).<\/p>\n<\/p>\n

(b) The monthly pension benefits determined
\nunder Section A-4.1(a).<\/p>\n<\/p>\n

A-4.4<\/strong> Company Determination. <\/strong>The actuarial
\nlump sum present value of a Participant153s benefit determined under this Appendix
\nA will be determined by the Company, in<\/p>\n

\n

40<\/p>\n

\n

<\/p>\n

\n

its sole and absolute discretion, by using such factors and assumptions as
\nthe Company considers appropriate in its sole and absolute discretion as of the
\ndate of distribution or transfer.<\/p>\n<\/p>\n

A-5<\/strong> Forfeiture of SPP III Benefit.<\/strong><\/p>\n<\/p>\n

A-5.1<\/strong> Pre-Age 55 SPP III Forfeiture.<\/strong> A
\nParticipant who has a Termination of Employment prior to attaining age 55 will
\nforfeit that portion of his or her SPP Benefit Transfer Credit and Earnings
\nCredit determined under Section A-5.3.<\/p>\n<\/p>\n

A-5.2<\/strong> ICP Eligibility SPP III Forfeiture.
\n<\/strong>A Participant who becomes entitled to receive payments under an income
\ncontinuation plan or policy of an Affiliate on account of his or her Termination
\nof Employment after attaining age 55 will forfeit that portion of his or her SPP
\nBenefit Transfer Credit and Earnings Credit determined under Section A-5.3.<\/p>\n<\/p>\n

A-5.3<\/strong> Amount of SPP III Forfeiture. <\/strong>A
\nParticipant153s forfeiture under Sections A-5.1 or A-5.2 is that portion of the
\nSPP Benefit Transfer Credits attributable to his or her SPP Benefit determined
\nunder Section A-4.3 of Appendix A, and an amount of Earnings Credits equal to
\nthe investment adjustment that would have been credited on such SPP Benefit
\nTransfer Credits at the Stable Value Crediting Rate Alternative.<\/p>\n

\n

41<\/p>\n

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