{"id":40683,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/supplemental-pension-plan-ii-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"supplemental-pension-plan-ii-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/supplemental-pension-plan-ii-target-corp.html","title":{"rendered":"Supplemental Pension Plan II – Target Corp."},"content":{"rendered":"

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

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

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

\n

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

As Amended and Restated<\/p>\n<\/p>\n

\n

<\/p>\n

\n

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

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

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

\n

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

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

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

\n

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

\n

3<\/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 SPP V<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

1.2.20 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

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

SECTION 4 BENEFIT : PERSONAL PENSION ACCOUNT<\/strong><\/p>\n<\/td>\n

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n<\/td>\n\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

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

\n

22<\/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 History.<\/strong> The Company originally established
\nthis Plan (formerly known as the Target Corporation Supplemental Pension Plan
\nII) effective as of January 1, 1995. The Plan is a non-qualified, unfunded plan
\nintended to replace certain pension benefits for a select group of management or
\nhighly compensated employees who are officers that cannot be provided under the
\nPension Plan due to certain limitations imposed by the Code. The Plan provides
\nretirement benefits not provided under the Pension Plan as a result of deferrals
\ninto the Officer EDCP. The Plan is intended to be a “top hat plan” as defined
\nunder the Employee Retirement Income Security Act of 1974, as amended from time
\nto time. Since the effective date of this Plan, upon a Participant becoming an
\nOfficer of the Company, the benefit due under the Target Corporation SPP V is
\ntransferred to this Plan. Effective April 30, 2002, for all Officers who were
\nvested in the benefit under this Plan, the Company transferred the present value
\nof the vested benefit due under this Plan to the Officer EDCP. After such
\ntransfer, no benefits were due or payable from this Plan. Further, after the
\ntransfer, the individuals would no longer participate in this Plan or be
\neligible for further accruals under this Plan. Effective January 1, 2005 (and
\nother effective dates as specifically provided), this Plan was operated in
\ncompliance with Code section 409A. The Plan, which is intended to comply with
\nCode section 409A, was amended and restated effective January 1, 2009. This
\nPlan was amended to incorporate the Company153s recoupment policy, is effective as
\nof January 13, 2010. This Plan Statement, which was amended and restated to
\nreflect Plan administration and amendment changes authorized by the Board on
\nNovember 10, 2010 and modification of the Change in Control definition, is
\neffective as of June 8, 2011.<\/p>\n<\/p>\n

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

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

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

1.2.4 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

1.2.5 Change in Control. <\/strong>“Change in Control” means
\none of the following:<\/p>\n<\/p>\n

(a) Individuals who are Continuing Directors
\ncease for any reason to constitute 50% or more of the directors of the Company;
\nor<\/p>\n<\/p>\n

(b) 30% or more of the outstanding voting
\npower of the Voting Stock of the Company is acquired or beneficially owned
\n(within the meaning of Rule 13d-3<\/p>\n

\n

1<\/p>\n

\n

<\/p>\n

\n

under the Exchange Act) by any Person, other than an entity resulting from a
\nBusiness Combination in which clauses (x) and (y) of Section 1.2.5(c) apply; or\n<\/p>\n<\/p>\n

(c) 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 (within the meaning of Rule 13d-3 under the Exchange Act)
\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 beneficially owns, directly or
\nindirectly, 30% or more of the voting power of the outstanding voting stock (or
\ncomparable equity interests) of the surviving or acquiring entity (other than a
\ndirect or indirect parent entity of the surviving or acquiring entity, that,
\nafter giving effect to the Business Combination, beneficially owns, directly or
\nindirectly, 100% of the outstanding voting stock (or comparable equity
\ninterests) of the surviving or acquiring entity); or<\/p>\n<\/p>\n

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

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

“Continuing Director” means an individual (A) who is, as of June 8, 2011, a
\ndirector of the Company, or (B) who becomes a director of the Company after June
\n8, 2011 and whose initial appointment, or nomination for election by the
\nCompany153s shareholders, was approved by at least a majority of the then
\nContinuing Directors; provided, however, that any individual whose initial
\nassumption of office occurs as a result of either an actual or threatened
\ncontested election by any Person (other than the Board of Directors) seeking the
\nelection of such nominee in which the number of nominees exceeds the number of
\ndirectors to be elected shall not be a Continuing Director;<\/p>\n<\/p>\n

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

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

\n

2<\/p>\n

\n

<\/p>\n

\n

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

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

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

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

1.2.9 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

1.2.10 Officer EDCP.<\/strong> “Officer EDCP” means the Target
\nCorporation Officer EDCP.<\/p>\n<\/p>\n

1.2.11 Participant.<\/strong> A “Participant” is an Employee who
\nbecomes a Participant in this Plan in accordance with the provisions of Section
\n2. An Employee who has become a Participant shall be considered to continue as
\na Participant in this Plan until the date of the Participant153s death or, if
\nearlier, the date when the Participant is no longer eligible and upon which the
\nParticipant no longer has a benefit due under this Plan (that is, a transfer of
\nthe benefit has been made pursuant to Section 6, or the Participant153s benefit
\nunder this Plan wears away, or the Participant153s benefit under this Plan has
\nbeen forfeited as hereinafter provided).<\/p>\n<\/p>\n

1.2.12 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

1.2.13 Pension Plan.<\/strong> “Pension Plan” means the tax
\nqualified defined benefit pension plan, established for the benefit of employees
\neligible to participate therein, and known as the Target Corporation Pension
\nPlan, including any predecessor plan(s) or successor plan.<\/p>\n<\/p>\n

1.2.14 Plan.<\/strong> “Plan” means this Target Corporation
\nSPP II (formerly known as the Target Corporation Supplemental Pension Plan II).\n<\/p>\n<\/p>\n

1.2.15 Plan Administrator.<\/strong> “Plan Administrator” is the
\nindividual designated in Sec. 10.1.1, or, if applicable, its delegate.<\/p>\n<\/p>\n

1.2.16 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

1.2.17 Plan Statement.<\/strong> “Plan Statement” means this
\ndocument entitled “Target Corporation SPP II (2011 Plan Statement),” as adopted
\nby the Company, effective as of June 8, 2011, as the same may be amended from
\ntime to time.<\/p>\n<\/p>\n

1.2.18 SPP V.<\/strong> “SPP V” means the Target Corporation SPP
\nV.<\/p>\n<\/p>\n

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

3<\/p>\n

\n

<\/p>\n

\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 Employment. In the case of a leave of absence
\nwithout a right of reemployment that exceeds the time periods described in this
\nparagraph, a Termination of Employment will be deemed to occur once the leave of
\nabsence exceeds 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

1.2.20 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

\n

4<\/p>\n

\n

<\/p>\n

\n

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

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

\n

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

2.1.1 General Requirements.<\/strong> An Employee is eligible
\nto participate in this Plan on and after the date he or she:<\/p>\n<\/p>\n

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

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

2.1.2 Applicable Benefit Formula.<\/strong> A Participant153s
\nbenefit under this Plan will be determined based on the applicable benefit
\nformula under the Pension Plan.<\/p>\n<\/p>\n

(a) A Participant with a Pension Plan
\nbenefit determined solely by the traditional final average pay formula will have
\nhis or her benefit under this Plan determined pursuant to Section 3.<\/p>\n<\/p>\n

(b) A Participant with a Pension Plan benefit
\ndetermined solely by the personal pension account formula will have his or her
\nbenefit under this Plan determined pursuant to Section 4.<\/p>\n<\/p>\n

(c) A Participant with a Pension Plan
\nbenefit determined in part by the traditional final average pay formula and in
\npart by the personal pension account formula will have his or her benefit under
\nthis Plan determined pursuant to Section 3 with respect to the period earning a
\ntraditional final average pay benefit under the Pension Plan, and Section 4 with
\nrespect to the period earning a personal pension account benefit under the
\nPension Plan.<\/p>\n<\/p>\n

2.2 Termination of Participation.<\/strong> Except as
\notherwise specifically provided in this Plan or by the Plan Administrator, an
\nEmployee who ceases to satisfy the requirements of Section 2.1.1 or whose
\nbenefit is transferred to the Officer EDCP pursuant to Section 6.2 is not
\neligible to continue to participate in this Plan, and will not accrue any
\nadditional benefits under this Plan. The Participant153s benefit under this Plan
\nwill continue to be governed by the terms of this Plan until such time as the
\nParticipant153s benefit is transferred, wears away, or is forfeited in accordance
\nwith the terms of this Plan. A Participant or Beneficiary will cease to be such
\nas of the date on which his or her entire benefit under this Plan has been
\ntransferred, wears away, or forfeited.<\/p>\n<\/p>\n

2.3 Rehire. <\/strong>A Participant with a vested benefit
\nunder this Plan who incurs a Termination of Employment and is rehired will not
\nbe eligible to participate in this Plan.<\/p>\n<\/p>\n

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

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

2.4.2 Not an Employment Contract.<\/strong> The Plan is not and
\nshall not be deemed to constitute a contract of employment between any
\nParticipating Employer and any Employee or<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

other person, nor shall anything herein contained be deemed to give any
\nEmployee or other person any right to be retained in any Participating
\nEmployer153s employ or in any way limit or restrict any Participating Employer153s
\nright or power to discharge any Employee or other person at any time and to
\ntreat him or her without regard to the effect that such treatment might have
\nupon him or her as a Participant in this Plan.<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

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

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

\n

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

3.1.1 General Rule.<\/strong> A Participant of this Plan
\nwhose benefit under the Pension Plan is determined all or in part by the
\ntraditional final average pay formula, shall be entitled to a pension benefit
\ndetermined under this Plan that is the Actuarial Equivalent of the sum of:<\/p>\n<\/p>\n

(a) The monthly pension benefit of the
\nParticipant transferred to this Plan as determined under Section 3 of SPP V, and\n<\/p>\n<\/p>\n

(b) The excess, if any, of:<\/p>\n<\/p>\n

(i) The monthly pension benefit of the
\nParticipant as determined under the Pension Plan, based on the “traditional
\nformula” (Article VI of the Pension Plan) if such formula were applied:<\/p>\n<\/p>\n

(A) without regard to the maximum benefit limits
\nimposed by Code section 415;<\/p>\n<\/p>\n

(B) without regard to the maximum compensation
\nlimits imposed by Code section 401(a)(17);<\/p>\n<\/p>\n

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

(D) as if the definition of “certified
\nearnings” for a plan year included compensation that would have been paid in the
\nplan year in the absence of the Participant153s election to defer payment of the
\ncompensation to a later date pursuant to the provisions of a deferred
\ncompensation.<\/p>\n<\/p>\n

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

(ii) The sum of:<\/p>\n<\/p>\n

(A) The monthly pension benefit of the
\nParticipant as determined under the Pension Plan, based on the “traditional
\nformula” (Article VI of the Pension Plan);<\/p>\n<\/p>\n

(B) The pension benefit of the Participant
\ntransferred to this Plan as determined under Section 3 of SPP V, and<\/p>\n<\/p>\n

(C) The pension benefit of the Participant as
\ndetermined under Section 3 of the SPP I.<\/p>\n<\/p>\n

Such benefit will be determined as of the date of transfer as provided in
\nSection 6. Further, such benefit will be determined without regard to any
\ncompensation the<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

\n

Participant accrues for any period following the Participant153s Termination of
\nEmployment.<\/p>\n<\/p>\n

3.1.2 Death Benefit. <\/strong>If a Participant dies prior to
\nreceiving a transfer of his or her benefit determined under this Section 3, the
\ndeath benefit to be transferred pursuant to Section 6 will be calculated in the
\nsame manner as the Participant153s benefit under this Section 3, and for purposes
\nof Section 3.1.1, as if the Participant were alive and entitled to a benefit
\nunder the Pension Plan, the SPP V, and the SPP I as of his or her date of death.\n<\/p>\n<\/p>\n

3.2 Rehire.<\/strong> If a Participant or former Participant
\nis rehired and eligible to participate in this Plan, then a Participant153s
\nservice prior to reemployment will be considered for benefit purposes only to
\nthe extent such service would be recognized for benefit purposes under the
\ntraditional final average pay formula of the Pension Plan.<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

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

BENEFIT : PERSONAL PENSION ACCOUNT<\/strong><\/p>\n

\n

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

4.1.1 General Rule.<\/strong> A Participant of this Plan
\nwhose benefit under the Pension Plan is determined all or in part by the
\npersonal pension account formula, shall be entitled to a pension benefit under
\nthis Plan that is the Actuarial Equivalent of the sum of:<\/p>\n<\/p>\n

(a) The pension benefit of the Participant
\ntransferred to this Plan as determined under Section 4 of SPP V, and<\/p>\n<\/p>\n

(b) the excess, if any, of:<\/p>\n<\/p>\n

(i) The amount that would have been
\ncredited each calendar quarter (including both “pay credits” and “interest
\ncredits”) to the Participant153s “personal pension account” under the Pension Plan
\n(Article VII of the Pension Plan), if such account were applied:<\/p>\n<\/p>\n

(A) without regard to the maximum benefit limits
\nimposed by Code section 415,<\/p>\n<\/p>\n

(B) without regard to the maximum compensation
\nlimits imposed by Code section 401(a)(17), and<\/p>\n<\/p>\n

(C) as if the definition of “certified
\nearnings” for a plan year included compensation that would have been paid in the
\nplan year in the absence of the Participant153s election to defer payment of the
\ncompensation to a later date pursuant to the provisions of a deferred
\ncompensation.<\/p>\n<\/p>\n

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

(ii) The sum of:<\/p>\n<\/p>\n

(A) The amount of the credits actually made to
\nthe Participant153s personal pension account under the Pension Plan;<\/p>\n<\/p>\n

(B) The pension benefit of the Participant
\ntransferred to this Plan as determined under Section 4 of SPP V; and<\/p>\n<\/p>\n

(C) The pension benefit of the Participant as
\ndetermined under Section 4 of the SPP I.<\/p>\n<\/p>\n

Such benefit will be determined as of the date of transfer as provided in
\nSection 6. Further, such benefit will be determined without regard to any
\ncompensation the Participant accrues for any period following the Participant153s
\nTermination of Employment.<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

4.1.2 Death Benefit.<\/strong> If a Participant dies prior to
\nreceiving a transfer of his or her benefit determined under this Section 4, the
\ndeath benefit to be transferred pursuant to Section 6 will be calculated in the
\nsame manner as the Participant153s benefit under this Section 4.<\/p>\n<\/p>\n

4.2 Rehire.<\/strong> If a Participant or former Participant
\nis rehired and eligible to participate in this Plan, then a Participant153s
\nservice prior to reemployment will be considered for benefit purposes only to
\nthe extent such service would be recognized for benefit purposes under the
\npersonal pension account formula of the Pension Plan.<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

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

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

\n

5.1 General Rule. <\/strong>A Participant will be vested in
\nhis or her benefit under this Plan to the extent he or she is vested in their
\nbenefit under the Pension Plan.<\/p>\n<\/p>\n

5.2 Rehire. <\/strong>A Participant153s service prior to
\nreemployment will be considered for vesting purposes only to the extent such
\nservice would be recognized for vesting purposes under the Pension Plan.<\/p>\n<\/p>\n

5.3 Transfers to Officer EDCP. <\/strong>A Participant whose
\nbenefit under this Plan is transferred to the Officer EDCP pursuant to Section 6
\nwill no longer have any rights under this Plan effective as of the date of such
\ntransfer.<\/p>\n

\n

11<\/p>\n

\n

<\/p>\n

\n

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

TRANSFERS<\/strong><\/p>\n

\n

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

6.1.1 Benefit Transfer to Officer EDCP.<\/strong> No benefits
\ntransferred to this Plan from SPP V or benefits accrued and determined under
\nthis Plan will be paid directly to Participants. All vested benefits due under
\nthis Plan, as determined under Section 3 and Section 4, will be transferred to
\nthe Officer EDCP, and paid to the Participant or Beneficiary pursuant to the
\nterms of the Officer EDCP.<\/p>\n<\/p>\n

6.1.2 Form and Timing of Benefit Distribution.<\/strong>
\nBenefits earned under this Plan will be deemed to have a distribution form and
\ntiming of an Actuarial Equivalent single lump payment of the vested benefit
\ndetermined under Sections 3 and 4, as applicable, within 60 days following the
\none-year anniversary of the date that the Participant incurs a Termination of
\nEmployment. Any benefits earned under this Plan will be 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

6.1.3 Transfers from SPP V. <\/strong> Benefits transferred to
\nthis Plan from SPP V will have the distribution timing, form, and rights as
\nprovided under SPP V, but upon transfer will be subject to the distribution
\nterms of the Officer EDCP, including any provisions regarding the acceleration
\nor delay of distribution (to the extent allowed under Code section 409A).<\/p>\n<\/p>\n

6.2 Transfers to Officer EDCP. <\/strong>A Participant153s
\nvested benefit under this Plan will be transferred to the Officer EDCP as
\nprovided below:<\/p>\n<\/p>\n

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

(a) On or about the April 30 (or the
\nimmediately preceding business day) immediately following the calendar year in
\nwhich a Participant is first eligible to participate in this Plan and has a
\nvested benefit, a Participant will have his or her vested benefit that is
\ndetermined under this Plan transferred to the Officer EDCP. The transfer will
\nbe an amount equal to the actuarial lump sum present value on March 31 (or the
\nimmediately preceding business day) for the Participant153s SPP Benefit accrued
\nthrough the preceding December 31. In the case of a Participant who is an
\nexecutive officer, such transfer will be made and determined on or about the
\nlast business day prior to the end of the Company153s fiscal year.<\/p>\n<\/p>\n

(b) Notwithstanding the foregoing, in the
\ncase of a Termination of Employment as defined under Section 1.2.19(a) or a Plan
\ntermination upon a Change-in-Control under Section 8.3.2 prior to the date in
\nSection 6.2.1(a), the transfer will be made within 60 days following such event.\n<\/p>\n<\/p>\n

6.2.2 Benefit to Be Transferred. <\/strong>The benefit
\ntransferred to the Officer EDCP is the vested benefit accrued and determined
\nunder this Plan at the time of transfer to the Officer EDCP provided in
\nSection 6.2.1. 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 be subject to
\nthe terms of the Officer EDCP, including the acceleration or delay of
\ndistributions permitted thereunder.<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

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

NATURE OF INTEREST<\/strong><\/p>\n

\n

7.1 <\/strong>Unfunded Obligation.<\/strong> The
\nobligation of the Participating Employers to provide benefits pursuant to this
\nPlan constitutes 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

7.2 <\/strong>Spendthrift Provision.<\/strong> Except
\nas otherwise provided in this Section 7.2, no Participant or Beneficiary shall
\nhave any interest in any benefit which can be transferred nor shall any
\nParticipant or Beneficiary have any power to anticipate, alienate, dispose of,
\npledge or encumber the same while in the possession or control of the
\nParticipating Employers. The Plan Administrator shall not recognize any such
\neffort to convey any interest under this Plan. No benefit payable under this
\nPlan shall be subject to attachment, garnishment, or execution following
\njudgment or other legal process before actual payment to such person. This
\nSection 7.2 shall not prevent the Plan Administrator from exercising, in its
\ndiscretion, any of the applicable powers and options granted to it under any
\napplicable provision hereof.<\/p>\n<\/p>\n

7.3 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

13<\/p>\n

\n

<\/p>\n

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

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

\n

8.1 <\/strong>Adoption. <\/strong>With the prior
\napproval of the 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

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

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

8.2.2 Amendment to Benefit of Executive Officer. <\/strong>Any
\namendment to the benefit of an executive officer under this Plan, to the extent
\napproval of such amendment by the Board would be required by the Securities and
\nExchange Commission and its regulations or the rules of any applicable
\nsecurities exchange, will require the approval of the Board.<\/p>\n<\/p>\n

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

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

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

(a) To the extent necessary or reasonable to
\ncomply with any changes in law, the Board may at any time terminate 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

8.3.2 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 8.3.2.<\/p>\n<\/p>\n

(a) The Plan will be terminated effective as
\nof the first date on which there has occurred both (i) a Change-in-Control under
\nSection 1.2.5, and (ii) a funding of the Trust on account of such
\nChange-in-Control (referred to herein as the “Plan termination effective date”)
\nunless, prior to such Plan termination effective date,<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

\n

the Board affirmatively determines that the Plan will not be terminated as of
\nsuch effective date. The Board will be deemed to have taken action to
\nirrevocably terminate the Plan as of the Plan termination effective date by its
\nfailure to affirmatively determine that the Plan will not terminate as of such
\ndate.<\/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

15<\/p>\n

\n

<\/p>\n

\n

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

CLAIM PROCEDURES<\/strong><\/p>\n

\n

9.1 <\/strong>Claim Procedures.<\/strong> Until modified
\nby the 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

9.1.1 <\/strong>Initial Claim. <\/strong>An individual
\nmay, subject to any applicable deadline, file with the Plan Administrator a
\nwritten claim for benefits under the Plan in a form and manner prescribed by the
\nPlan Administrator.<\/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
\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

9.1.3 <\/strong>Request for Review. <\/strong>Within
\nsixty (60) days after receipt of an initial adverse benefit determination
\nnotice, the claimant may file with the Plan Administrator a written request for
\na review of the adverse determination and may, in connection therewith submit
\nwritten comments, 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,
\nupon review, is denied in whole or in part, the Plan Administrator shall notify
\nthe claimant of the adverse benefit determination within sixty (60) days after
\nreceipt of such a request for review.<\/p>\n

\n

16<\/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
\nClaim on Review. <\/strong>A notice of an adverse determination for a claim on
\nreview shall set forth in a manner calculated to be understood by the claimant.\n<\/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,<\/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

\n

17<\/p>\n

\n

<\/p>\n

\n

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

9.2.1 <\/strong>Adoption of Rules. <\/strong>Any
\nrule not in conflict or at variance with the provisions hereof may be adopted by
\nthe Plan Administrator.<\/p>\n<\/p>\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 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

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

9.3.1 Claims.<\/strong> No claim shall be considered under
\nthese administrative procedures unless it is filed with the Plan Administrator
\nwithin two (2) years after the Participant knew (or<\/p>\n

\n

18<\/p>\n

\n

<\/p>\n

\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

9.3.2 <\/strong>Lawsuits.<\/strong> No suit may be
\nbrought by or on behalf of any Participant or Beneficiary on any matter
\npertaining to this Plan unless the action is commenced in the proper forum
\nwithin two (2) years from 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 Exhaustion of Remedies.<\/strong> These administrative
\nprocedures are the exclusive means for resolving any dispute arising under this
\nPlan. 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 Imputed Knowledge.<\/strong> For the purpose of applying
\nthe deadlines to file a claim or a legal action, knowledge of all facts that a
\nParticipant knew or reasonably should have known shall be imputed to every
\nclaimant who is or claims to be a Beneficiary of the Participant or otherwise
\nclaims to derive an entitlement by reference to the Participant for the purpose
\nof applying the previously specified periods.<\/p>\n

\n

19<\/p>\n

\n

<\/p>\n

\n

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

PLAN ADMINISTRATION<\/strong><\/p>\n

\n

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

10.1.1 <\/strong>Administrator<\/strong>. The Company153s
\nVice President, Pay and Benefits (or any successor thereto) is the
\n“administrator” of the Plan for purposes of 3(16)(A) of ERISA. Except as
\notherwise expressly provided herein, the Plan Administrator shall control and
\nmanage the operation and administration of the Plan and make all decisions and
\ndeterminations.<\/p>\n<\/p>\n

10.1.2 <\/strong>Authority and Delegation<\/strong>. The
\nPlan Administrator is authorized to:<\/p>\n<\/p>\n

(a) Appoint one or more individuals or
\nentities and delegate such of his or her powers and duties as he or she deems
\ndesirable to any individual or entity, in which case every reference herein made
\nto Plan Administrator shall be deemed to mean or include the individual or
\nentity as to matters within their jurisdiction. Such individual may be an
\nofficer or other employee of a Participating Employer or Affiliate, provided
\nthat any delegation to an employee of a Participating Employer or Affiliate will
\nautomatically terminate when he or she ceases to be an employee. Any delegation
\nmay be rescinded at any time; and<\/p>\n<\/p>\n

(b) Select, employ and compensate from time
\nto time such agents or consultants as the Plan Administrator may deem necessary
\nor advisable in carrying out its duties and to rely on the advice and
\ninformation provided by them.<\/p>\n<\/p>\n

10.1.3 <\/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. Each decision of the Plan
\nAdministrator shall be final and binding upon all parties. Benefits under the
\nPlan will be paid only if the Plan Administrator decides in its discretion that
\nthe applicant is entitled to them.<\/p>\n<\/p>\n

10.1.4 <\/strong>Reliance<\/strong>. The Plan
\nAdministrator may act and rely upon all information reported to it hereunder and
\nneed not inquire into the accuracy thereof, nor be charged with any notice to
\nthe contrary.<\/p>\n<\/p>\n

10.1.5 <\/strong>Rules and Regulations<\/strong>. Any
\nrule, regulation, policy, practice or procedure not in conflict or at variance
\nwith the 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

20<\/p>\n

\n

<\/p>\n

\n

10.3 <\/strong>Service of Process.<\/strong> In the
\nabsence of any designation to the contrary by the Plan Administrator, the
\nGeneral Counsel of the Company is designated as the appropriate and exclusive
\nagent for the receipt of service of process directed to this Plan in any legal
\nproceeding, including arbitration, involving this Plan.<\/p>\n<\/p>\n

10.4 <\/strong>Choice of Law. <\/strong>Except to the
\nextent that federal law is controlling, this Plan Statement will be construed
\nand enforced in accordance with the laws of the State of Minnesota.<\/p>\n<\/p>\n

10.5 <\/strong>Responsibility for Delegate.<\/strong>
\nNo person shall be liable for an act or omission of another person with regard
\nto a responsibility 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

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

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

10.8 Indemnification.<\/strong> In addition to any other
\napplicable provisions for indemnification, the Participating Employers jointly
\nand severally agree to indemnify and hold harmless, to the extent permitted by
\nlaw, each director, officer and Employee of the Participating Employers against
\nany 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

10.9 <\/strong>Notice.<\/strong> Any notice required
\nunder this Plan Statement may be waived by the person entitled thereto.<\/p>\n

\n

21<\/p>\n

\n

<\/p>\n

\n

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

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

\n

11.1 <\/strong>ERISA Status.<\/strong> The Plan was
\nadopted and is maintained with the understanding that it is an unfunded plan
\nmaintained primarily for the purpose of providing deferred compensation for a
\nselect group of management or highly compensated employees as provided in
\nsection 201(2), section 301(a)(3) and section 401(a)(1) of ERISA. The Plan
\nshall be interpreted and administered accordingly.<\/p>\n<\/p>\n

11.2 <\/strong>IRC Status.<\/strong> The Plan is
\nintended to be a nonqualified deferred compensation arrangement that will comply
\nin form and operation with the requirements of Code section 409A and the Plan
\nwill be construed and administered in a manner that is consistent with and gives
\neffect to such intention.<\/p>\n<\/p>\n

11.3 <\/strong>Rules of Document Construction.
\n<\/strong>In the event any provision of the Plan Statement is held invalid, void
\nor unenforceable, 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

11.4 <\/strong>References<\/strong> to
\nLaws. <\/strong>Any reference in the Plan Statement to a statute or regulation
\nshall be considered also to mean and refer to any subsequent amendment or
\nreplacement of that statute or regulation unless, under the circumstances, it
\nwould be inappropriate to do so.<\/p>\n<\/p>\n

11.5 <\/strong>Appendices.<\/strong> Plan
\nprovisions that have application to a limited number of Participants or that
\notherwise do not apply equally to all Participants may be described in an
\nappendix to the Plan Statement. In the event of a conflict between the terms of
\nan appendix and the terms of the remainder of the Plan Statement, the terms of
\nthe appendix control.<\/p>\n

\n

22<\/p>\n

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