EXHIBIT (10)N


 


TARGET CORPORATION


DIRECTOR DEFERRED COMPENSATION PLAN


 


ARTICLE I


GENERAL


 


Sec  1.1              Name of Plan. The name of the Plan
set forth herein is the Target Corporation Director Deferred Compensation Plan.
It is referred to herein as the “Plan.”


 


Sec  1.2              Purpose. The purpose of the Plan
is to provide a means whereby Target Corporation (the “Company”) may allow
certain directors a way to defer compensation.


 


Sec  1.3              Effective Date. The Effective Date
of the Plan is January 1, 1997.


 


Sec  1.4              Company. “Company” means all of
the following:


 


(a)                                         Target
Corporation, a Minnesota corporation.


 


(b)                                           Any
successor of Target Corporation (whether direct or indirect, by purchase of a
majority of the outstanding voting stock of Target Corporation or all or substantially
all of the assets of Target Corporation, or by merger, consolidation or
otherwise).


 


(c)                                            Any
person that becomes liable for the obligations hereunder of the entities
specified in (a) and (b) above by operation of law.


 


Sec  1.5              Participating Employers. The
Company is a Participating Employer in the Plan. With the consent of the
Company, by action of the Board or any duly authorized officer, any
wholly-owned subsidiary of the Company may, by action of its board of directors
or any duly authorized officer, also become a Participating Employer in the
Plan effective as of the date specified by it in its adoption of the Plan; but
the subsidiary shall cease to be a Participating Employer on the date it ceases
to be a wholly-owned subsidiary of the Company.


 


Sec  1.6              Construction and Applicable Law. The
Plan is intended to be an unfunded benefit plan maintained for the purpose of
providing deferred compensation for certain directors. The Plan shall be
construed and administered according to the laws of the State of Minnesota. All
controversies, disputes and claims arising hereunder shall be submitted to the
United States District Court for the District of Minnesota.


 


Sec  1.7              Rules of Construction. The Plan
shall be construed in accordance with the following:


 


(a)                                           Headings
at the beginning of articles and sections hereof are for convenience of
reference, shall not be considered as part of the text of the Plan and shall
not influence its construction.


 


(b)                                           Capitalized
terms used in the Plan shall have their meaning as defined in the Plan unless
the context clearly indicates to the contrary.


 

















 


(c)                                            All
pronouns and any variations thereof shall be deemed to refer to the masculine
or feminine as the identity of the person or persons may require. As the
context may require, the singular may be read as the plural and the plural as
the singular.


 


(d)                                           Use
of the words “hereof,” “herein,” “hereunder” or similar compounds of the word “here”
shall mean and refer to the entire Plan unless the context clearly indicates to
the contrary.


 


(e)                                            The
provisions of the Plan shall be construed as a whole in such manner as to carry
out the provisions thereof and shall not be construed separately without
relation to the context.


 


ARTICLE II


DEFINITIONS


 


Sec  2.1              Beneficiary. “Beneficiary” means
the person or persons designated as such in accordance with Article VI.


 


Sec  2.2              Benefit Deferral Period. “Benefit
Deferral Period” means that period of one Plan Year as determined pursuant to
Article IV over which a Participant defers a portion of such Participant’s
Earnings.


 


Sec  2.3              Board. “Board” means the board of
directors of the Company, and includes any committee thereof authorized to act
for said board of directors.


 


Sec  2.4              Committee. “Committee” means the
Plan Administrative Committee appointed in accordance with Section 7.1(d)
hereof which is authorized by the Board of Directors of the Company to act on
behalf of the Company in accordance with the terms of this Plan.


 


Sec  2.5              Crediting Rate. “Crediting Rate”
means the earnings or losses for a day on the Crediting Rate Alternative(s)
available for the Plan.


 


Sec  2.6              Crediting Rate Alternative. “Crediting
Rate Alternative” means the Crediting Rate for any investment fund options
available to Participants of the TGT 401(k) Plan.


 


Sec  2.7              Cumulative Deferral Amount. “Cumulative
Deferral Amount” means the total cumulative amount by which a Participant’s
Earnings must be reduced over the period prescribed in Section 4.1.


 


Sec  2.8              TGT 401(k) Plan. “TGT
401(k) Plan” or “TGT 401(k)” means the Target Corporation 401(k) Plan,
formerly known as the “SRSP” (Dayton Hudson Corporation Supplemental Retirement
Savings and Employee Stock Ownership Plan).


 


Sec  2.9              Deferral Account. “Deferral
Account” means the accounts maintained on the books of account of the Company
pursuant to Section 4.2.


 


Sec  2.10       Director. “Director” means any person who
is a director of the Company or another Participating Employer but who is not
an Employee of a Participating Employer.


 


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Sec  2.11       Earnings. “Earnings” means the total fees
paid to a Participant for service on the Board (or any committee thereof) or on
a board of a Participating Employer.


 


Sec  2.12       Employee. “Employee” means a Qualified
Employee as that term is defined in  the TGT
401(k) Plan.


 


Sec  2.13       Enhancement. “Enhancement” means an
additional .1667% per month added to each Crediting Rate Alternative.


 


Sec  2.14       Enrollment Agreement. “Enrollment
Agreement” means the agreement entered into by the Company and a Director
pursuant to which the Director becomes a Participant in the Plan. In the sole
discretion of the Company, authorization forms filed by any Participant by
which the Participant makes the elections provided for by this Plan may be
treated as a completed and fully executed Enrollment Agreement for all purposes
under the Plan.


 


Sec  2.15       Participant. “Participant” means an
eligible Director who has filed a completed and executed Enrollment Agreement
or authorization form with the Company and is participating in the Plan in
accordance with the provisions of Article IV.


 


Sec  2.16       Person. “Person” means an individual,
partnership, corporation, estate, trust or other entity.


 


Sec  2.17       Plan Year. “Plan Year” means the period
commencing with the Effective Date and ending December 31, 1997 and each
subsequent calendar year.


 


Sec  2.18       Rate of Return Alternative Change Form. “Rate
of Return Alternative Change Form” means the form of authorization approved by
the Company by which the Participant notifies the Plan of its choices for
Crediting Rate Alternatives for his account under the Plans.


 


Sec  2.19       Retirement. “Retirement” shall mean when
the Director ceases to be a director of all Participating Employers.


 


Sec  2.20       Signature. “Signature” or “sign” as used
herein shall mean either the Participant’s written signature or the Participant’s
electronic signature evidenced by the use of an electronic personal
identification number.


 


ARTICLE
III


ELIGIBILITY


 


Sec  3.1              Eligibility. A Director shall be a
Participant while, and only while, he or she is a director of a Participating
Employer, subject to the following:


 


(a)                                           The
Director must complete an enrollment and sign an insurance consent form, in the
form that the Company determines in order to defer Earnings. The insurance
consent form will allow the Company to purchase life insurance on the Director
with the Company as beneficiary.


 


Sec  3.2              No Guarantee of Continued Directorship.
Participation in the Plan does not constitute a guarantee or contract with any
Participating Employer guaranteeing that the Director 


 


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will continue to be a director. Such participation
shall in no way interfere with any rights the shareholders of a Participating
Employer would have in the absence of such participation to determine the
duration of the director’s service.


 


ARTICLE IV


PARTICIPATION AND BENEFITS


 


Sec  4.1              Election to Participate. Any
Director of a Participating Employer who is eligible to participate may enroll
in the Plan by filing a completed and fully executed Enrollment Agreement or
authorization form with the Company. Pursuant to said Enrollment Agreement or
authorization form, the Director shall irrevocably designate a percent by which
the Earnings of such Participant would be reduced over the Benefit Deferral
Period next following the execution of the Enrollment Agreement; provided,
however, that:


 


(a)                                           Reduction
in Earnings. Except as otherwise provided in this Section 4.1, the Earnings
of the Participant for the Benefit Deferral Period shall be reduced by the
amount specified in the Enrollment Agreement (including any authorization form)
applicable to such Plan Year.


 


(b)                                           Maximum
Reduction in Earnings. A Participant may not elect a Cumulative Deferral
Amount that would cause the reduction in Earnings to exceed one hundred percent
(100%) of Earnings payable during such Plan Year. In the event that a
Participant elects a Cumulative Deferral Amount that would violate the
limitation described in this paragraph (c), the election shall be valid except
that the Cumulative Deferral Amount so elected shall automatically be reduced
to comply with such limitation.


 


(c)                                            Mid-Year
Elections to Participate. Notwithstanding any provision of the Plan to the
contrary, a Director who did not file an Enrollment Agreement prior to the
Benefit Deferral Period commencing on the first day of the Plan Year may file
an Enrollment Agreement in advance of July 1 of that year during a period
specified by the Committee and in accordance with such rules as the Committee
may establish, which shall be effective as of July 1, and shall apply to the
Participant’s Earnings payable during the last six months of the Plan Year.


 


Sec  4.2              Deferral Accounts. The Company
shall establish and maintain separate Deferral Accounts for each Participant. The
amount by which a Participant’s Earnings are reduced pursuant to Section 4.1
shall be credited by the Company to the Participant’s Deferral Accounts as soon
as administratively possible after each payment would otherwise have been paid.
Such Deferral Accounts shall be debited by the amount of any payments made by
the Company to the Participant or the Participant’s Beneficiary pursuant to
this Plan. A separate Deferral Account shall be maintained for each type of deferral
election made and for each Crediting Rate Alternative.


 


Sec  4.3              Crediting Rate Alternatives. The
Participant shall select the Crediting Rate Alternatives, using full
percentages, that are to be applied to his or her Deferral Accounts. Participants
may change their Crediting Rate Alternatives daily, by completing a Rate of
Return 


 


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Alternative Change Form. If a Participant does not
make an election, the Crediting Rate Alternative will be a default Crediting
Rate Alternative selected by the Committee.


 


Sec  4.4              Benefit Payment Elections. At the
time a Participant completes an Enrollment Agreement, he or she must also elect
the method of benefit payment and the time to start the benefit. The elections are
to be made for each Plan Year.


 


(a)                                           Method
of Benefit Payment. Benefits for each Plan Year can be paid in a lump sum,
five annual installments or ten annual installments.


 


(b)                                           Commencement
of Benefit. The benefit for each Plan Year may be started as soon as
possible following Retirement or one year following Retirement.


 


Sec  4.5              Each Deferral Account will be credited on
the balance in the Deferral Account as follows:


 


(a)                                           Director.


 


(i)                 Crediting
Rate Alternative. Each Deferral Account of a Director will be credited at
the end of a day on the balance in the Deferral Account at the beginning of
that day using the Crediting Rate Alternative.


 


(ii)              Enhancement.
The total balance in all Deferral Accounts on the first day of the month
will be credited at the end of the month at a rate equal to the Enhancement. The
amount will be credited among Participant’s Deferral Accounts at the time the
Enhancement is credited in an amount equal to the proportion which each
Deferral Account has to the Participant’s entire balance No Enhancement will be
credited on behalf of a Participant with respect to any date after January 29,
2006.


 


(b)                                           Former
Director. Each Deferral Account of a Director who has had a Retirement will
be credited at the end of a day on the balance in the Deferral Account at the
beginning of that day, using the Crediting Rate Alternative.


 


(c)                                            One-Time
Election to Change Payment Method. A Participant may file with the
Committee a one-time election to change the method and time of payment of the
Participant’s existing benefits under this Plan, subject to the following:


 


(i)                 An
election under this subsection will be effective as of the last day of the
second Plan Year following the Plan Year in which the election is filed;
provided that the Participant is still a Director on that effective date.


 


(ii)              An
election under this subsection will apply to all of the Participant’s Deferral
Accounts outstanding on the effective date of the election, as determined under
paragraph (i), including any Account attributable to deferrals of Earnings
during the Plan Year preceding said effective date. However, the election will
not apply to deferrals of Earnings for the Plan 


 


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         Year
containing the effective date of the election or subsequent Plan Years.


 


(iii)           Upon the effective date of an election under
this subsection, the method of payment of the benefits described in paragraph
(ii) shall be changed to payment in ten annual installments. The Participant’s
election under this subsection must specify whether said installments are to
begin as soon as possible following Termination of Employment or one year
following Termination of Employment.


 


(iv)          Only
one election under this subsection may be made by a Participant during the Participant’s
lifetime.


 


Sec  4.6              Statement of Accounts. The Company
shall submit to each Participant, within one hundred twenty days after the
close of each Plan Year, a statement in such form as the Company deems
desirable, setting forth the balance standing to the credit of each Participant
in his Deferral Accounts.


 


ARTICLE V


CERTAIN BENEFIT PAYMENTS


 


Sec  5.1              Termination of Enrollment in Plan. With
the written consent of the Company, a Participant may terminate his or her
enrollment in the Plan by filing with the Company a written request to
terminate enrollment. The Committee will review the request on behalf of the
Company and will consent to the termination of a Participant’s enrollment in
the Plan in the event of an unforeseeable financial emergency of the
Participant. An unforeseeable financial emergency shall mean an unexpected need
for cash arising from an illness, casualty loss, sudden financial reversal or
other such unforeseeable occurrence. Cash needs arising from foreseeable events
such as the purchase of a house or education expenses for children shall not be
considered to be the result of an unforeseeable financial emergency. Upon
termination of enrollment, no further reductions shall be made in the
Participant’s Earnings pursuant to his or her Enrollment Agreement, and the
Participant shall immediately cease to be eligible for any benefits under the
Plan other than payments from his or her Deferral Accounts for the current Plan
Year. In its sole discretion, the Committee may pay the Deferral Accounts on a
date earlier than the Participant’s Retirement with the Participating Employer,
in which event the Committee shall calculate an amount which is appropriate in
accordance with the unforeseeable financial emergency and that amount shall be
paid as if the Participant had a Retirement with the Participating Employer on
the date of such payment.


 


Sec  5.2              Survivor Benefits


 


(a)                                           Death
While Employed. If a Participant dies while a Director of a Participating
Employer, the Company will pay the amount in his or her Deferral Accounts to
the Participant’s Beneficiary as soon as possible after death in a lump sum.


 


(b)                                           Death
After Retirement. If a Participant dies after Retirement, and has not
received all of his or her payments, and the Participant’s Beneficiary is his
or her spouse, payments shall be made to the spouse pursuant to the Participant’s
payout 


 


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elections. If the
Participant’s spouse dies before receiving all payments, the remaining amount
in the Deferral Accounts will be paid in a lump sum as soon as possible after
the spouse’s death to the spouse’s estate. If a Participant dies after
Retirement, has not received all of his or her payments and the Participant’s
Beneficiary is a Person other than his or her spouse, then payment shall be
made in a lump sum as soon as possible after the Participant’s death.


 


Sec  5.3              Small Benefit. In the event that
the Company determines in its sole discretion that the amount of any benefit is
too small to make it administratively convenient to pay such benefit over time,
the Company may pay the benefit in the form of a lump sum, or reduce the number
of installments notwithstanding any provision of this Article or Article IV to
the contrary.


 


Sec  5.4              Withholding. To the extent
required by the law in effect at the time payments are made, the Company shall
withhold from payments made hereunder or any other payment owing by the Company
to the Participant the taxes required to be withheld by the federal or any
state or local government.


 


Sec  5.5              Lump Sum Payout Option. Notwithstanding
any other provisions of the Plan, at any time after Retirement, but not later
than ten years after Retirement of the Participant, a Participant or a
Beneficiary of a deceased Participant may elect to receive an immediate lump
sum payment of 100% of the balance of his or her Deferral Accounts, if any,
reduced by a penalty, which shall be forfeited to the Company, equal to eight
percent of the amount of his or her Deferral Accounts he or she elected to
receive, in lieu of payments in accordance with the form previously elected by
the Participant, or provided elsewhere in this Plan. However, the penalty shall
not apply if the Company determines, based on advice of counsel or a final
determination by the Internal Revenue Service or any court of competent
jurisdiction, that by reason of the foregoing provision any Participant or
Beneficiary has recognized or will recognize gross income for federal income
tax purposes under this Plan in advance of payment to him of Plan benefits. The
Company shall notify all Participants (and Beneficiaries of deceased
Participants) of any such determination. Whenever any such determination is
made, the Company shall refund all penalties which were imposed hereunder on
account of making lump sum payments at any time during or after the first year
to which such determination applies (i.e., the first year when gross income is
recognized for federal income tax purposes). Interest shall be paid on any such
refunds at the Variable Interest Crediting Rate for each Plan Year, compounded
annually. The Committee may also reduce or eliminate the penalty if it
determines that this action will not cause any Participant or Beneficiary to
recognize gross income for federal income tax purposes under this Plan in
advance of payment to him of Plan benefits.


 


ARTICLE VI


BENEFICIARY DESIGNATION


 


Each Participant shall have the right, at any time, to
designate any person or persons as Beneficiary or Beneficiaries to whom payment
under this Plan shall be made in the event of the Participant’s death prior to
complete distribution to the Participant of the benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing with
the Company during the Participant’s lifetime on a form prescribed by the
Company.


 


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The filing of a new
Beneficiary designation form will cancel all Beneficiary designations
previously filed. Any finalized divorce or marriage (other than a common law
marriage) of a Participant subsequent to the date of filing of a Beneficiary
designation form shall revoke such designation unless in the case of divorce
the previous spouse was not designated as Beneficiary and unless in the case of
marriage the Participant’s new spouse had previously been designated as
Beneficiary.


 


If a Participant fails to
designate a Beneficiary as provided above, or if his or her Beneficiary
designation is revoked by marriage, divorce or otherwise without execution of a
new designation, or if all designated Beneficiaries predecease the Participant
or die prior to complete distribution of the Participant’s benefits, then the
Company shall direct the distribution of such benefits to the Participant’s
spouse, if any, and if there is no spouse to the Participant’s estate.


 


ARTICLE VII


ADMINISTRATION OF PLAN


 


Sec  7.1              Administration by Company. The
Company is the “administrator” of the Plan. Except as expressly otherwise
provided herein, the Company shall control and manage the operation and
administration of the Plan, make all decisions and determinations incident
thereto and construe the provisions thereof. In carrying out its Plan
responsibilities, the Company shall have discretionary authority to construe
the terms of the Plan. Except in cases where the Plan expressly requires action
on behalf of the Company to be taken by the Board, action on behalf of the
Company may be taken by any of the following:


 


(a)                                           The
Board.


 


(b)                                           The
Chief Executive Officer of the Company.


 


(c)                                            The
Vice President of Personnel of the Company.


 


(d)                                           Any
person or persons, natural or otherwise, or committee, to whom responsibilities
for the operation and administration of the Plan are allocated by the Company,
by resolution of the Board or by written instrument executed by the Chief
Executive Officer or the Vice President of Personnel of the Company and filed
with its permanent records, but action of such person or persons or committee
shall be within the scope of said allocation.


 


Sec  7.2              Certain Fiduciary Provisions. For
purposes of the Plan:


 


(a)                                           Any
person or group of persons may serve in more than one fiduciary capacity with
respect to the Plan.


 


(b)                                           A
Named Fiduciary, or a fiduciary designated by a Named Fiduciary pursuant to the
provisions of the Plan, may employ one or more persons to render advice with
regard to any responsibility such fiduciary has under the Plan.


 


(c)                                            Any
time the Plan has more than one Named Fiduciary, if pursuant to the Plan
provisions fiduciary responsibilities are not already allocated among such
Named 


 


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                   Fiduciaries,
the Company, by action of the Board or its chief executive officer, may provide
for such allocation.


 


(d)                                           Unless
expressly prohibited in the appointment of a Named Fiduciary which is not the
Company acting as provided in Sec. 7.1, such Named Fiduciary by written
instrument may designate a person or persons other than such Named Fiduciary to
carry out any or all of the fiduciary responsibilities under the Plan of such
Named Fiduciary.


 


(e)                                            A
person who is a fiduciary with respect to the Plan, including a Named
Fiduciary, shall be recognized and treated as a fiduciary only with respect to
the particular fiduciary functions as to which such person has responsibility.


 


Sec  7.3              Evidence. Evidence required of
anyone under this Plan may be by certificate, affidavit, document or other
instrument which the person acting in reliance thereon considers to be
pertinent and reliable and to be signed, made or presented by the proper party.


 


Sec  7.4              Records. Each Participating
Employer, each fiduciary with respect to the Plan and each other person
performing any functions in the operation or administration of the Plan shall
keep such records as may be necessary or appropriate in the discharge of their
respective functions hereunder, including records required by applicable law. Records
shall be retained as long as necessary for the proper administration of the
Plan and at least for any period required by applicable law.


 


Sec  7.5              General Fiduciary Standard. Each
fiduciary shall discharge his duties with respect to the Plan solely in the
interests of Participants and with the care, skill, prudence and diligence
under the circumstances then prevailing that a prudent man acting in a like
capacity and familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims.


 


Sec  7.6              Waiver of Notice. Any notice
required hereunder may be waived by the person entitled thereto.


 


Sec  7.7              Agent for Legal Process. The
Company shall be the agent for service of legal process with respect to any
matter concerning the Plan, unless and until the Company designates some other
person as such agent.


 


Sec  7.8              Indemnification. In addition to
any other applicable provisions for indemnification, the Participating
Employers jointly and severally agree to indemnify and hold harmless, to the
extent permitted by law, each director, officer and employee of the
Participating Employers against any and all liabilities, losses, costs or
expenses (including legal fees) of whatsoever kind and nature which may be
imposed on, incurred by or asserted against such person at any time by reason
of such person’s services as a fiduciary in connection with the Plan, but only
if such person did not act dishonestly, or in bad faith or in willful violation
of the law or regulations under which such liability, loss, cost or expense
arises.


 


Sec  7.9              Correction of Errors. It is
recognized that in the operation and administration of the Plan certain
mathematical and accounting errors may be made or mistakes may arise by 


 


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reason of factual errors in information supplied to
the Company or Trustee. The Company shall have power to cause such equitable
adjustments to be made to correct for such errors as the Company, in its
discretion, considers appropriate. Such adjustments shall be final and binding
on all persons.


 


ARTICLE VIII


AMENDMENT AND TERMINATION OF PLAN


 


Sec  8.1              Amendment. The Board may at any
time amend the Plan, in whole or in part, for any reason, including but not
limited to tax, accounting or insurance changes, a result of which may be to
terminate the Plan for future deferrals; provided, however, that no amendment
shall be effective to decrease the benefits, nature or timing thereof payable
under the Plan to any Participant with respect to deferrals made (and benefits
thereafter accruing) prior to the date of such amendment. Written notice of any
amendment shall be given to each Participant then participating in the Plan.
Notwithstanding the above, the Board authorizes the Committee to amend the Plan
to make changes to the Crediting Rate Alternatives by either adding any new or
deleting any existing Crediting Rate Alternative, and to impose limitations on
selection of or deferral into any Crediting Rate Alternative by the action of
the Committee. Such changes will be considered an Amendment to this Plan and
shall be effective without further action by the Board.


 


Sec  8.2              Automatic Termination of Plan. The
Plan shall terminate only under the following circumstances. The Plan shall
automatically terminate upon a determination by the Company that a final
decision of a court of competent jurisdiction has declared that the Participants
under the Plan are in constructive receipt under the Internal Revenue Code of
their vested Plan benefits.


 


Sec  8.3              Payments Upon Automatic Termination.
Upon any Plan termination under Sec. 8.2, the Participants will be deemed to
have terminated their enrollment under the Plan as of the date of such
termination. The Company will pay all Participants the value of each
Participant’s Deferral Accounts in a lump sum, determined as if each
Participant had a Termination of Employment on the date of such termination of
the Plan and elected to be paid as soon as possible following Termination of
Employment.


 


Sec  8.4              Payments Upon Change of Control. Notwithstanding
any provision of this Plan to the contrary, if a “Change of Control” as defined
in the Target Corporation Deferred Compensation Trust Agreement (as it may be
amended from time to time) occurs and results in funding of the trust
established under that Agreement, each Participant (or Beneficiary of a
deceased Participant) will be paid the entire value of his or her Deferral
Accounts in a lump sum, determined as if the Participant’s Retirement had
occurred on the date the Change of Control occurs, and the Participant had
elected to be paid his or her entire benefit in a lump sum as soon as possible
following Retirement. However, this section shall not apply, and no amounts
shall be payable to Participants or Beneficiaries under this section, in the
event the assets of said trust are returned to the Participating Employers
pursuant to the Trust Agreement because no Change of Control actually occurred.


 


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ARTICLE IX


MISCELLANEOUS


 


Sec  9.1              Unsecured General Creditor. Participants
and their Beneficiaries, heirs, successors and assigns shall have no legal or
equitable rights, claims or interests in any specific property or assets of the
Company or a Participating Employer, nor shall they be beneficiaries of, or
have any rights, claims or interests in any life insurance policies, annuity
contracts or the proceeds therefrom owned or which may be acquired by the
Company (“Policies”). Such Policies or other assets of Participating Employers
shall not be held under any trust (except they may be placed in a Rabbi Trust)
for the benefit of Participants, their Beneficiaries, heirs, successors, or
assigns, or held in any way as collateral security for the fulfilling of the
obligations of Participating Employers under this Plan. Any and all of a
Participating Employer’s assets and Policies shall be, and remain, the general,
unpledged, unrestricted assets of the Participating Employer. Participating
Employers obligations under the Plan shall be merely that of an unfunded and
unsecured promise of a Participating Employer to pay money in the future.


 


Sec  9.2              Nonassignability. Neither a
Participant nor any other person shall have any right to sell, assign,
transfer, pledge, anticipate, mortgage, commute or otherwise encumber,
hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, or interest therein which are, and all rights
to which are, expressly declared to be unassignable and non-transferable. No
part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, nor be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency.


 


Sec  9.3              Protective Provisions. Each
Participant shall cooperate with the Company by furnishing any and all
information requested by the Company in order to facilitate the payment of
benefits hereunder, taking such physical examinations as the Company may deem
necessary and taking such other relevant action as may be requested by the
Company. If a Participant refuses so to cooperate, the Company shall have no
further obligation to the Participant under the Plan, other than payment to
such Participant of the cumulative reductions in Earnings theretofore made
pursuant to this Plan. If a Participant commits suicide during the two (2) year
period beginning on the later of (a) the date of adoption of this Plan or (b)
the first day of the first Plan Year of such Participant’s participation in the
Plan, or if the Participant makes any material misstatement of information or
nondisclosure of medical history, then no benefits will be payable hereunder to
such Participant or his Beneficiary, other than payment to such Participant of
the cumulative reductions in Earnings theretofore made pursuant to this Plan,
provided, that in the Company’s sole discretion, benefits may be payable in an
amount reduced to compensate the Company for any loss, cost, damage or expense
suffered or incurred by the Company as a result in any way of such misstatement
or nondisclosure.


 


Sec  9.4              Validity. In the event any
provision of this Plan is held invalid, void or unenforceable, the same shall
not affect, in any respect whatsoever, the validity of any other  provision of this Plan.


 


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Sec  9.5              Notice. Any notice or filing
required or permitted to be given to the Company under the Plan shall be
sufficient if in writing and hand delivered, or sent by registered or certified
mail, to the principal office of the Company, directed to the attention of the
President of the Company. Such notice shall be deemed given as of the date of
delivery or, if delivery is made by mail, as of the date shown on the postmark
on the receipt for registration or certification.


 


Sec  9.6              Applicable Law. This Plan shall be
governed and construed in accordance with the laws of the State of Minnesota as
applied to contracts executed and to be wholly performed in such state.


 


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