{"id":40591,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/spp-iii-2010-plan-statement-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"spp-iii-2010-plan-statement-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/spp-iii-2010-plan-statement-target-corp.html","title":{"rendered":"SPP III ( 2010 Plan Statement) – Target Corp."},"content":{"rendered":"

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

SPP III<\/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

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

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

\n

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

\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n
\n

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

\n

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

\n

1.1 History<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

1.2.1 Actuarial Equivalent<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

1.2.10 Officer EDCP<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

1.2.13 Pension Plan<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 2 PARTICIPATION<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 3 BENEFIT : TRADITIONAL FINAL AVERAGE PAY FORMULA<\/strong>\n<\/p>\n<\/td>\n

\n

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

\n

3.1 Amount of Pension<\/strong><\/p>\n<\/td>\n

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

4.1 General Rule<\/strong><\/p>\n<\/td>\n

\n

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

\n

4.2 Transfers to Officer EDCP<\/strong><\/p>\n<\/td>\n

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

5.1 Benefit Distributions<\/strong><\/p>\n<\/td>\n

\n

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

\n

5.2 Transfers to Officer EDCP<\/strong><\/p>\n<\/td>\n

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

10<\/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

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

2<\/p>\n

\n

<\/p>\n

\n

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

\n

1.1<\/strong> History.<\/strong> The Company originally
\nestablished this Plan (formerly known as the Target Corporation Supplemental
\nPension Plan III) effective as of January 1, 1995. The Plan is a non-qualified,
\nunfunded plan intended to provide certain pension benefits for a select group of
\nmanagement or highly compensated employees who are officers that cannot be
\nprovided under the Pension Plan due to certain limitations imposed by the Code.
\nThe Plan is intended to be a “top hat plan” as defined under the Employee
\nRetirement Income Security Act of 1974, as amended from time to time.
\nEffective as of November 8, 2000, no additional Officers could become eligible
\nto participate in this Plan. Effective April 30, 2002, for all Officers who had
\nattained age 55, the Company transferred the present value of the vested benefit
\ndue under this Plan to the Officer EDCP. After such transfer, no benefits were
\ndue or payable from this Plan. Further, after the transfer, the individuals
\nwould no longer participate in this Plan or be eligible for further accruals
\nunder this Plan. Effective January 1, 2005 (and other effective dates as
\nspecifically provided), this Plan was operated in compliance with Code section
\n409A. The Plan, which is intended to comply with Code section 409A, was amended
\nand restated effective January 1, 2009. This Plan Statement, which was amended
\nto include the Company153s recoupment policy, is effective January 13, 2010.<\/p>\n<\/p>\n

1.2<\/strong> Definitions.<\/strong> Terms used herein with
\ninitial capital letters will have same meaning as those used in the Pension Plan
\nexcept as otherwise defined below or where the context clearly indicates to the
\ncontrary.<\/p>\n<\/p>\n

1.2.1<\/strong> Actuarial Equivalent. <\/strong>An “Actuarial
\nEquivalent” will be determined by using such factors and assumptions as the
\nCompany considers appropriate in its sole and absolute discretion.<\/p>\n<\/p>\n

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

1.2.3<\/strong> Beneficiary.<\/strong> The “Beneficiary” is
\nthe “Beneficiary” as defined under the Officer EDCP.<\/p>\n<\/p>\n

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

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

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

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

(A) for whose election proxies shall have been solicited by the
\nBoard, or<\/p>\n

\n

\n

<\/p>\n

\n

(B) who are then serving as directors appointed by the Board to
\nfill vacancies on the Board caused by death or resignation (but not by removal)
\nor to fill newly-created directorships, or<\/p>\n<\/p>\n

(ii) 30% or more of the outstanding voting power of the Voting
\nStock of the Company is acquired or beneficially owned (as defined in Article IV
\nof the Restated Articles of Incorporation, as amended, of the Company) by any
\nperson (as defined in Article IV of the Restated Articles of Incorporation, as
\namended, of the Company), other than an entity resulting from a Business
\nCombination in which clauses (x) and (y) of subparagraph (iii) apply, or<\/p>\n<\/p>\n

(iii) the consummation of a merger or consolidation of the Company
\nwith or into another entity, a statutory share exchange, a sale or other
\ndisposition (in one transaction or a series of transactions) of all or
\nsubstantially all of the Company153s assets or a similar business combination
\n(each, a “Business Combination”), in each case unless, immediately following
\nsuch Business Combination, (x) all or substantially all of the beneficial owners
\nof the Company153s Voting Stock immediately prior to such Business Combination
\nbeneficially own, directly or indirectly, more than 60% of the voting power of
\nthe then outstanding shares of voting stock (or comparable voting equity
\ninterests) of the surviving or acquiring entity resulting from such Business
\nCombination (including such beneficial ownership of an entity that, as a result
\nof such transaction, owns the Company or all or substantially all of the
\nCompany153s assets either directly or through one or more subsidiaries), in
\nsubstantially the same proportions (as compared to the other beneficial owners
\nof the Company153s Voting Stock immediately prior to such Business Combination) as
\ntheir beneficial ownership of the Company153s Voting Stock immediately prior to
\nsuch Business Combination, and (y) no person (as defined in Article IV of the
\nRestated Articles of Incorporation, as amended, of the Company) beneficially
\nowns, directly or indirectly, 30% or more of the voting power of the outstanding
\nvoting stock (or comparable equity interests) of the surviving or acquiring
\nentity (other than a direct or indirect parent entity of the surviving or
\nacquiring entity, that, after giving effect to the Business Combination,
\nbeneficially owns, directly or indirectly, 100% of the outstanding voting stock
\n(or comparable equity interests) of the surviving or acquiring entity), or<\/p>\n<\/p>\n

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

For purposes of this 1.2.5, “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

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

1.2.7<\/strong> Committee.<\/strong> “Committee” means the
\nadministrative committee appointed in accordance with Section 9.3.<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

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

1.2.9<\/strong> Officer.<\/strong> An “Officer” is a member of
\nthe executive committee and any other Employee who is designated and categorized
\nas an officer of the Company by the Company153s Chief Executive Officer.<\/p>\n<\/p>\n

1.2.10<\/strong> Officer EDCP.<\/strong> “Officer EDCP” means
\nthe Target Corporation Officer EDCP.<\/p>\n<\/p>\n

1.2.11<\/strong> Participant.<\/strong> A “Participant” is an
\nEmployee who becomes a Participant in this Plan in accordance with the
\nprovisions of Section 2. An Employee who has become a Participant shall be
\nconsidered to continue as a Participant in this Plan until the date of the
\nParticipant153s death or, if earlier, the date when the Participant is no longer
\neligible and upon which the Participant no longer has a benefit due under this
\nPlan (that is, a transfer of the benefit has been made pursuant to Section 6, or
\nthe Participant153s benefit under this Plan wears away, or the Participant153s
\nbenefit under this Plan has been forfeited as hereinafter provided).<\/p>\n<\/p>\n

1.2.12<\/strong> Participating Employer.<\/strong>
\n“Participating Employer” means the Company.<\/p>\n<\/p>\n

1.2.13<\/strong> Pension Plan.<\/strong> “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

1.2.14<\/strong> Plan.<\/strong> “Plan” means this Target
\nCorporation SPP III (formerly known as the Target Corporation Supplemental
\nPension Plan III).<\/p>\n<\/p>\n

1.2.15<\/strong> Plan Administrator.<\/strong> “Plan
\nAdministrator” means the Company or, if affirmatively designated by the Company,
\nsome other individual or committee.<\/p>\n<\/p>\n

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

1.2.17<\/strong> Plan Statement.<\/strong> “Plan Statement”
\nmeans this document entitled “Target Corporation SPP III (2010 Plan Statement),”
\nas adopted by the Company, effective as of January 13, 2010, as the same may be
\namended from time to time.<\/p>\n<\/p>\n

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

(a) For purposes of determining entitlement to or the amount of
\nbenefits under the Plan, “Termination of Employment” means a severance of a
\nParticipant153s employment relationship with each Participating Employer and all
\nAffiliates, for any reason.<\/p>\n<\/p>\n

(b) For purposes of determining when a distribution will be made
\nunder the Plan, a “Termination of Employment” will be deemed to occur if, based
\non the relevant facts and circumstances to the Participant, the Participating
\nEmployer, all Affiliates and Participant reasonably anticipate that the level of
\nbona fide future services to be performed by the Participant for the
\nParticipating Employer and all Affiliates will permanently decrease to no more
\nthan 20% of the average level of bona fide services performed over the
\nimmediately preceding 36-month period.<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

(c) A bona fide leave of absence that is six months or less, or
\nduring which an individual retains a reemployment right, will not cause a
\nTermination of 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 Termination of Employment
\nshall not occur unless such termination also qualifies as a “separation from
\nservice,” as defined under Code section 409A and related guidance thereunder.\n<\/p>\n<\/p>\n

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

\n

4<\/p>\n

\n

<\/p>\n

\n

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

PARTICIPATION<\/strong><\/p>\n

\n

2.1<\/strong> Eligibility. <\/strong>An Employee who is an
\nOfficer previously designated as eligible to participate in this Plan by the
\nChief Executive Officer of the Company prior to November 8, 2000 is eligible to
\nparticipate in this Plan on and after the date he:<\/p>\n<\/p>\n

(a) is an active participant in the Pension Plan; and<\/p>\n<\/p>\n

(b) has attained the age of 55.<\/p>\n<\/p>\n

2.2<\/strong> Termination of Participation.<\/strong> Except
\nas otherwise specifically provided in this Plan, an Employee who ceases to
\nsatisfy the requirements of Section 2.1 or whose benefit is transferred to the
\nOfficer EDCP pursuant to Section 5.2 is not eligible to continue to participate
\nin this Plan, and will not accrue any additional benefits under this Plan. The
\nParticipant153s benefit under this Plan will continue to be governed by the terms
\nof this Plan until such time as the Participant153s benefit is transferred, wears
\naway, or is forfeited in accordance with the terms of this Plan. A Participant
\nor Beneficiary will cease to be such as of the date on which his entire benefit
\nunder this Plan has been transferred, wears away, or forfeited.<\/p>\n<\/p>\n

2.3<\/strong> Rehire. <\/strong>A Participant under this Plan
\nwho incurs a Termination of Employment and is rehired will not be eligible to
\nparticipate in this Plan.<\/p>\n<\/p>\n

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

2.4.1<\/strong> Not a Term of Employment.<\/strong> Neither
\nthe terms of this Plan Statement nor the benefits under this Plan or the
\ncontinuance thereof shall be a term of the employment of any Employee.<\/p>\n<\/p>\n

2.4.2<\/strong> Not an Employment Contract.<\/strong> The Plan
\nis not and shall not be deemed to constitute a contract of employment between
\nany Participating 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 without regard to the effect that such
\ntreatment might have upon him as a Participant in this Plan.<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

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

BENEFIT : TRADITIONAL FINAL AVERAGE PAY
\nFORMULA<\/strong><\/p>\n

\n

3.1<\/strong> Amount of Pension.<\/strong><\/p>\n<\/p>\n

3.1.1<\/strong> General Rule.<\/strong> A Participant of
\nthis Plan shall be entitled to a pension benefit under this Plan that is the
\nActuarial Equivalent of the excess, if any, of:<\/p>\n<\/p>\n

(a) The pension benefit of the Participant as determined under
\nArticle VI of the Pension Plan applied:<\/p>\n<\/p>\n

(i) without regard to the maximum benefit limits imposed by Code
\nsection 415,<\/p>\n<\/p>\n

(ii) without regard to the maximum compensation limits imposed by
\nCode section 401(a)(17),<\/p>\n<\/p>\n

(iii) without regard to the alternative benefit formula of Sections
\n4.6(a)(3) and 4.6(b)(2) of the Pension Plan,<\/p>\n<\/p>\n

(iv) as if the definition of “certified earnings” for a plan year
\nincluded compensation that would have been paid in the plan year in the absence
\nof the Participant153s election to defer payment of the compensation to a later
\ndate pursuant to the provisions of a deferred compensation, and<\/p>\n<\/p>\n

(v) for purposes of the early reduction factors used under the
\nPension Plan, as if the Participant was five years older than his actual age
\n(but in no case shall the Participant153s age be deemed to be greater than age
\n65).<\/p>\n<\/p>\n

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

(b) The pension benefit of the Participant as determined under
\nArticle VI of the Pension Plan applied:<\/p>\n<\/p>\n

(i) without regard to the maximum benefit limits imposed by Code
\nsection 415,<\/p>\n<\/p>\n

(ii) without regard to the maximum compensation limits imposed by
\nCode section 401(a)(17),<\/p>\n<\/p>\n

(iii) without regard to the alternative benefit formula of Sections
\n4.6(a)(3) and 4.6(b)(2) of the Pension Plan, and<\/p>\n<\/p>\n

(iv) as if the definition of “certified earnings” for a plan year
\nincluded compensation that would have been paid in the plan year in the absence
\nof the Participant153s election to defer payment of the compensation to a later
\ndate pursuant to the provisions of a deferred compensation.<\/p>\n<\/p>\n

Such benefit will be determined as of the date of transfer as provided in
\nSection 5.<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

3.1.2<\/strong> Death Benefit. <\/strong>Subject to the
\nvesting requirements of Section 4, if a Participant dies prior to a transfer of
\nhis benefit under this Section 3, the death benefit to be transferred pursuant
\nto Section 5 will be calculated in the same manner as the Participant153s benefit
\nunder this Section 3, and for purposes of Section 3.1.1, as if the Participant
\nwere alive and entitled to a benefit under the Pension Plan and the Officer EDCP
\nas of his date of death.<\/p>\n

\n

7<\/p>\n

\n

\n

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

\n

4.1<\/strong> General Rule. <\/strong>A Participant will be
\nvested in his benefit under this Plan, unless:<\/p>\n<\/p>\n

(a) The Participant incurs a Termination of
\nEmployment as defined in Section 1.2.18(a) prior to attaining age 55, or<\/p>\n<\/p>\n

(b) The Participant is entitled to payments
\nunder an income continuation plan or policy of an Affiliate.<\/p>\n<\/p>\n

4.2<\/strong> Transfers to Officer EDCP. <\/strong>A
\nParticipant whose benefit under this Plan is transferred to the Officer EDCP
\npursuant to Section 5 will no longer have any rights under this Plan effective
\nas of the date of such transfer.<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

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

\n

5.1<\/strong> Benefit Distributions.<\/strong><\/p>\n<\/p>\n

5.1.1<\/strong> Benefit Transfer to Officer EDCP.
\n<\/strong>No benefits accrued under this Plan will be paid directly to
\nParticipants or Beneficiaries. All vested benefits due under this Plan, as
\ndetermined under Section 3, will be transferred to the Officer EDCP, and paid to
\nthe Participant or Beneficiary pursuant to the terms of the Officer EDCP.<\/p>\n<\/p>\n

5.1.2<\/strong> Form and Timing of Benefit Distribution.
\n<\/strong>Benefits earned under this Plan will be paid in the form of twenty-four
\n(24) monthly installment payments commencing within 60 days following the date
\nthat the Participant incurs a Termination of Employment. Any benefits earned
\nunder this Plan will be transferred to the Officer EDCP and subject to the
\ndistribution terms of the Officer EDCP, including any provisions regarding the
\nacceleration or delay of distribution (to the extent allowed under Code section
\n409A).<\/p>\n<\/p>\n

5.2<\/strong> Transfers to Officer EDCP. <\/strong>A
\nParticipant153s vested benefit under this Plan will be transferred to the Officer
\nEDCP as provided below:<\/p>\n<\/p>\n

5.2.1<\/strong> Timing of Benefit Transfer.<\/strong><\/p>\n<\/p>\n

(a) On or about the last business day prior
\nto the end of the Company153s fiscal year immediately following the calendar year
\nin which a Participant is first eligible for a benefit under this Plan, a
\nParticipant will have his or her benefit determined under this Plan and
\ntransferred to the Officer EDCP. The transfer will be an amount equal to the
\nactuarial lump sum present value of the Participant153s benefit accrued under this
\nPlan.<\/p>\n<\/p>\n

(b) Notwithstanding the foregoing, in the
\ncase of a Termination of Employment as defined under Section 1.2.18(a) or a Plan
\ntermination on account of a Change-in-Control under Section 7.3.2 prior to the
\ndate in Section 5.2.1(a), the transfer will be made within 60 days following
\nsuch event.<\/p>\n<\/p>\n

5.2.2<\/strong> Benefit to Be Transferred. <\/strong>The
\nbenefit transferred to the Officer EDCP is the vested benefit accrued under this
\nPlan and determined at the time of transfer to the Officer EDCP provided in
\nSection 5.2.1. The transfer to the Officer EDCP will not change the payment
\nform, payment timing, or vested status of the benefit determined under this
\nPlan. After the transfer to the Officer EDCP, the benefit will thereafter be
\nsubject to the terms of the Officer EDCP, including the acceleration or delay of
\ndistributions permitted thereunder.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

SECTION 6
\nNATURE OF INTEREST<\/strong><\/p>\n

\n

6.1<\/strong> Unfunded Obligation.<\/strong> The obligation of
\nthe Participating Employers to provide benefits pursuant to this Plan
\nconstitutes only the unsecured (but legally enforceable) promise of the
\nParticipating Employers to provide such benefits. Participants and their
\nBeneficiaries, heirs, successors and assigns shall have no legal or equitable
\nrights, claims or interests in any specific property or assets of the Company or
\na Participating Employer, nor shall they be beneficiaries of, or have any
\nrights, claims or interests in any life insurance policies, annuity contracts or
\nthe proceeds therefrom owned or which may be acquired by the Company.<\/p>\n<\/p>\n

6.2<\/strong> Spendthrift Provision.<\/strong> Except as
\notherwise provided in this Section 6.2, no Participant or Beneficiary shall have
\nany interest in any benefit 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. This Section 6.2 shall not
\nprevent the Plan Administrator from exercising, in its discretion, any of the
\napplicable powers and options granted to it under any applicable provision
\nhereof.<\/p>\n<\/p>\n

6.3<\/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

(a) Any portion of the Participant153s benefit resulting from the
\nreceipt of compensation that is subject to recovery under the Recoupment Policy
\nmay be forfeited and, in such event, a corresponding adjustment will be made to
\nthe Participant153s benefit under this Plan.<\/p>\n<\/p>\n

(b) If a Participant (or his or her Beneficiary) is entitled to
\nreceive a distribution under this Plan and the Participant is subject to a claim
\nfor recovery under the Recoupment Policy, then the Company may, subject to any
\nlimitations under Code section 409A, retain all or any portion of the
\nParticipant153s (or the Beneficiary153s) taxable distribution, net of state, federal
\nor foreign tax withholding, to satisfy such claim.<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

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

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

\n

7.1<\/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 the Plan.<\/p>\n<\/p>\n

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

7.2.1<\/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; provided, unless such amendment is necessary or reasonable
\nto comply with any changes in law, no amendment shall be effective to decrease
\nthe benefits, nature or timing thereof payable under this Plan to any
\nParticipant with respect to deferrals made (and benefits thereafter accruing)
\nprior to the date of such amendment. The Committee is authorized to make any
\namendments to this Plan Statement deemed necessary or desirable by the Committee
\nfor the operation and administration of this Plan provided such amendment does
\nnot have a material financial impact on the Company. Such changes will be
\nconsidered an Amendment to this Plan and shall be effective without further
\naction by the Board. Written notice of any amendment shall be given to each
\nParticipant then participating in this Plan.<\/p>\n<\/p>\n

7.2.2<\/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

7.2.3<\/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

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

7.3.1<\/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 this Plan,
\nprovided such termination satisfies the requirements 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 this Plan, in whole or in part, as it relates to the impacted
\nParticipant.<\/p>\n<\/p>\n

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

(a) The Plan will be terminated effective as
\nof the first date on which there has occurred both (i) a Change-in-Control under
\nSection 1.2.5(a), and (ii) a funding<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

\n

of the Trust on account of such Change-in-Control (referred to herein as the
\n“Plan termination effective date”) unless, prior to such Plan termination
\neffective date, the Board affirmatively determines that the Plan will not be
\nterminated as of such effective date. The Board will be deemed to have taken
\naction to irrevocably terminate the Plan as of the Plan termination effective
\ndate by its failure to affirmatively determine that the Plan will not terminate
\nas 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, transfer of all
\namounts under the Plan will be accelerated and distributed under the Officer
\nEDCP.<\/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,
\ntransfer of all amounts under the Plan will be accelerated and distributed under
\nthe Officer EDCP.<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

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

\n

8.1<\/strong> Claim Procedures.<\/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 the Plan. An application for a
\ndistribution or withdrawal shall be considered as a claim for the purposes of
\nthis Section.<\/p>\n<\/p>\n

8.1.1<\/strong> Initial Claim. <\/strong>An individual may,
\nsubject to any applicable deadline, file with the Plan Administrator a written
\nclaim for benefits under the Plan in a form and manner prescribed by the Plan
\nAdministrator.<\/p>\n<\/p>\n

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

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

8.1.2<\/strong> Notice of Initial Adverse
\nDetermination.<\/strong> A notice of an adverse determination shall set forth in
\na manner calculated to be understood by the claimant:<\/p>\n<\/p>\n

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

(b) references to the specific provisions of
\nthe 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

8.1.3<\/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

8.1.4<\/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

13<\/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

8.1.5<\/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
\nthe Plan Statement (or other applicable Plan document) on which the adverse
\ndetermination is based, <\/h4>\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

\n

14<\/p>\n

\n

<\/p>\n

\n

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

8.2.1<\/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<\/p>\n

8.2.2<\/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 relevant to the claimant153s claim for
\nbenefits.<\/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 so 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

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

8.3.1<\/strong> Claims.<\/strong> No claim shall be considered
\nunder these administrative procedures unless it is filed with the Plan
\nAdministrator within two (2) years after the Participant knew (or<\/p>\n

\n

15<\/p>\n

\n

<\/p>\n

reasonably should have known) of the general nature of the dispute giving
\nrise to the claim. Every untimely claim shall be denied by the Plan
\nAdministrator without regard to the merits of the claim.<\/p>\n<\/p>\n

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

(a) the date the Participant knew (or
\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

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

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

\n

16<\/p>\n

\n

<\/p>\n

\n

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

\n

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

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

9.1.2<\/strong> Authority and Delegation<\/strong>. Except in
\ncases where the 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

9.1.3<\/strong> Determinations<\/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 the 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

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

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

9.2<\/strong> Conflict of Interest. <\/strong>If any
\nindividual to whom authority has been delegated or redelegated hereunder shall
\nalso be a Participant in this Plan, such Participant shall have no authority
\nwith respect to any matter specially affecting such Participant153s individual
\ninterest hereunder or the interest of a person superior to him 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

17<\/p>\n

\n

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

9.3.1<\/strong> Appointment. <\/strong>The Company may, in its
\ndiscretion, appoint a committee to act as agent of the Company in performing the
\nduties of the Plan Administrator.<\/p>\n<\/p>\n

9.3.2<\/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

9.4<\/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

9.5<\/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

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

9.7<\/strong> Expenses.<\/strong> All expenses of administering
\nthe benefits due under this Plan shall be borne by the Participating Employers.\n<\/p>\n<\/p>\n

9.8<\/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

9.9<\/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

18<\/p>\n

\n

<\/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 the 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

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

\n

19<\/p>\n

\n

<\/p>\n

\n

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

CONSTRUCTION<\/strong><\/p>\n

\n

10.1<\/strong> ERISA Status.<\/strong> The 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. The Plan shall be interpreted
\nand administered accordingly.<\/p>\n<\/p>\n

10.2<\/strong> IRC Status.<\/strong> The 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 the Plan will be
\nconstrued and administered in a manner that is consistent with and gives effect
\nto such intention.<\/p>\n<\/p>\n

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

10.4<\/strong> References<\/strong> to Laws.
\n<\/strong>Any reference in the Plan Statement to a statute or regulation shall be
\nconsidered also to mean and refer to any subsequent amendment or replacement of
\nthat statute or regulation unless, under the circumstances, it would be
\ninappropriate to do so.<\/p>\n<\/p>\n

10.5<\/strong> Appendices.<\/strong> Plan provisions that have
\napplication to a limited number of Participants or that otherwise do not apply
\nequally to all Participants may be described in an appendix to the Plan
\nStatement. In the event of a conflict between the terms of a Plan Statement
\nappendix and the terms of the remainder of the Plan Statement, the terms of the
\nPlan Statement appendix control.<\/p>\n

\n

20<\/p>\n

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