Exhibit No. 10(a)(*)


 


The CORPORATEplan
for RetirementSM

EXECUTIVE
PLAN


 


Adoption Agreement


 


IMPORTANT NOTE


 


This document has not been approved by the
Department of Labor, the Internal Revenue Service or any other governmental
entity. An Employer must determine whether the plan is subject to the Federal
securities laws and the securities laws of the various states. An Employer may
not rely on this document to ensure any particular tax consequences or to
ensure that the Plan is “unfunded and maintained primarily for the purpose of
providing deferred compensation to a select group of management or highly
compensated employees” under the Employee Retirement Income Security Act with
respect to the Employer’s particular situation. Fidelity Management Trust Company,
its affiliates and employees cannot and do not provide legal or tax advice or
opinions in connection with this document. This document does not constitute
legal or tax advice or opinions and is not intended or written to be used, and
it cannot be used by any taxpayer, for the purposes of avoiding penalties that
may be imposed on the taxpayer. This document must be reviewed by the
Employer’s attorney prior to adoption.


 


	
  Plan
  Number: 44352

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  10/29/2008

  



 


© 2007 Fidelity Management & Research
Company


 

















 


ADOPTION AGREEMENT


ARTICLE 1


 


1.01                           PLAN
INFORMATION


 


(a)             Name of Plan:


 


This
is the Regis Corporation Executive Retirement Savings Plan (the “Plan”).


 


(b)                                     Plan Status (Check
one.):


 


(1)                                 Adoption Agreement effective date: 11/15/2008.


 


(2)                                 The Adoption Agreement effective date is (Check (A) or check and complete (B)):


 


(A)                              o                               A new Plan effective date.


 


(B)                                x                             An amendment and restatement of the Plan. The
original effective date of

the Plan was: 7/24/1988.


 


(c)                                  Name of Administrator, if not the Employer:


 


 


1.02                           EMPLOYER


 


(a)                                        Employer Name:  Regis
Corporation


 


(b)                                       The term “Employer” includes the following
Related Employer(s) (as defined in Section 2.01(a)(25)) participating
in the Plan:


 


 


1

















 


1.03                           COVERAGE


 


(Check (a) and/or (b).)


 


(a)                                  x The following Employees are eligible to
participate in the Plan (Check (1) or
(2)):


 


(1)                   o Only those Employees designated in
writing by the Employer, which writing is hereby incorporated herein.


 


(2)                   x Only those Employees in the eligible
class described below:


 


All Company officers and all Highly Compensated Employees as defined in
Code Section 414(q), except those who the Administrator determines would
not be considered a member of a select group of management or a highly
compensated employee within the meaning of Sections 201(2), 301(a)(3) and 401(a)(1) of
ERISA.


 


(b)                                 o The following Directors are eligible to
participate in the Plan (Check (1) or
(2)):


 


(1)                   o Only those Directors designated in
writing by the Employer, which writing is hereby incorporated herein.


 


(2)                   o All Directors, effective as of the
later of the date in 1.01(b) or the date the Director becomes a Director.


 


(Note: A designation in Section 1.03(a)(1) or Section 1.03(b)(1) or
a description in Section 1.03(a)(2) must include the effective date
of such participation.)


 


1.04                           COMPENSATION


 


(If Section 1.03(a) is selected, select (a) or
(b). If Section 1.03(b) is selected, complete (c))


 


For purposes of determining all contributions under
the Plan:


 


(a)                                  o Compensation shall be as defined, with
respect to Employees, in the                
Plan maintained by the Employer:


 


(1)                   o to the extent it is in excess of the limit
imposed under Code section 401(a)(17).


 


(2)                   o notwithstanding
the limit imposed under Code section 401(a)(17).


 


(b)                                 x Compensation shall be as defined in Section 2.01(a)(9) with
respect to Employees (Check (1), and/or (2) below,
if, and as, appropriate):


 


(1)                   x but excluding the following:


 


2

















 


Overtime Pay, Commissions, The value of a qualified or a non-qualified
stock option granted to an Employee by the Employer to the extent such value is
includable in the Employee’s taxable income, Severance Pay and Third Party Payments
of Sick Pay.


 


(2)                   o but excluding bonuses, except those bonuses
listed in the table in Section 1.05(a)(2).


 


(c)                                  o Compensation shall be as defined in Section 2.01(a)(9)(c) with
respect to Directors, but excluding the following:


 


 


1.05                    CONTRIBUTIONS
ON BEHALF OF EMPLOYEES


 


(a)                                          Deferral Contributions (Complete all that apply):


 


(1)          x                        Deferral Contributions. Subject to any
minimum or maximum deferral amount provided below, the Employer shall make a
Deferral Contribution in accordance with, and subject to, Section 4.01 on behalf
of each Participant who has an executed salary reduction agreement in effect
with the Employer for the applicable calendar year (or portion of the
applicable calendar year).


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Base-Salary

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  100

  	
   

  



 


(Note:
With respect to each type of Compensation, list the minimum and maximum dollar
amounts or percentages as whole dollar amounts or whole number
percentages.)


 


(2)          x                        Deferral Contributions with respect to Bonus
Compensation only. The Employer requires Participants to enter into a special
salary reduction agreement to make Deferral Contributions with respect to one
or more Bonuses, subject to minimum and maximum deferral limitations, as
provided in the table below.


 


	
   

  	
   

  	
  Treated As

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Deferral Contributions

  Type of Bonus

  	
   

  	
  Performance

  Based

  	
   

  	
  Non-

  Performance

  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Incentive Compensation

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  100

  	
   

  



 


3

















 


	
   

  	
  (Note: With respect to
  each type of Bonus, list the minimum and maximum dollar amounts or
  percentages as whole dollar amounts or whole number percentages. In the event
  a bonus identified as a Performance-based Bonus above does not constitute a
  Performance-based Bonus with respect to any Participant, such Bonus will be
  treated as a Non-Performance-based Bonus with respect to such Participant.)

  
	
   

  	
   

  
	
   

  	
  (b)

  	
  Matching Contributions (Choose (1) or (2) below, and (3) below,
  as applicable):

  
	
   

  	
   

  
	
   

  	
  (1)

  	
  x

  	
  The Employer shall make a
  Matching Contribution on behalf of each Employee Participant in an amount
  described below:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (A)

  	
  o       % of
  the Employee Participant’s Deferral Contributions for the calendar year.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
  o The amount, if any, declared by the Employer
  in writing, which writing is hereby incorporated herein.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (C)

  	
  x Other:

  	
  The Employer shall make a Matching Contribution on each deferral of
  salary or bonus compensation made by a Participant who is an officer of the
  Corporation in an amount equal to the following percentage of the officer’s
  salary and/or bonus contribution for the applicable period:

  Senior Vice Presidents —25%

  Chief Operating Officers — 20%

  Vice
  Presidents — 10% 

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (2)

  	
  o

  	
  Matching
  Contribution Offset. For each Employee Participant who has made elective
  contributions (as defined in 26 CFR section 1.401(k)-6 (“QP Deferrals”)) of
  the maximum permitted under Code section 402(g), or the maximum permitted
  under the terms of the
                         
  Plan (the “QP”), to the QP, the Employer shall make a Matching Contribution
  in an amount equal to (A) minus (B) below:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (A)

  	
  The
  matching contributions (as defined in 26 CFR section 1.401(m)-1 (a)(2) (“QP
  Match”)) that the Employee Participant would have received under the QP on the
  sum of the Deferral Contributions and the Participant’s QP Deferrals,
  determined as though—

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  ·

  	
  no limits otherwise imposed by the tax law applied
  to such QP match; and

  
	
   

  	
   

  	
   

  	
  ·

  	
  the Employee Participant’s Deferral Contributions
  had been made to the QP.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
  The
  QP Match actually made to such Employee Participant under the QP for the
  applicable calendar year.

  
							



 


4

















 


Provided,
however, that the Matching Contributions made on behalf of any Employee
Participant pursuant to this Section 1.05(b)(2) shall be limited as
provided in Section 4.02 hereof.


 


	
   

  	
  (3)

  	
  x

  	
  Matching
  Contribution Limits (Check the appropriate
  box (es)):

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (A)

  	
  x

  	
  Deferral
  Contributions in excess of       % of the
  Employee Participant’s Compensation for the calendar year shall not be
  considered for Matching Contributions. See
  Attachment B.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (B)

  	
  x

  	
  Matching
  Contributions for each Employee Participant for each calendar year shall be
  limited to $                            .
  See Attachment B.

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Employer Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (1) x

  	
  Fixed
  Employer Contributions. The Employer shall make an Employer Contribution on
  behalf of each Employee Participant in an amount determined as described
  below:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For
  each Employer fiscal year (July 1 through June 30) that the
  Employer provides certain executive Employee Participants with a perquisite
  account under the Regis Corporation Executive Perquisite Program (the “Perk
  Plan Participants”), the Employer shall make a fixed Employer Contribution
  (in addition to the discretionary Employer Contribution for such fiscal year,
  if any) on behalf of the Perk Plan Participants who elect to defer a portion
  of their perquisite account. The amount of the fixed Employer Contribution on
  behalf of each such Perk Plan Participant shall be equal to the amount
  designated by written election made no later than the last day of the prior
  fiscal year.

  
	
   

  	
   

  	
   

  
	
   

  	
  (2) x

  	
  Discretionary
  Employer Contributions. The Employer may make Employer Contributions to the
  accounts of Employee Participants in any amount (which amount may be zero),
  as determined by the Employer in its sole discretion from time to time in a
  writing, which is hereby incorporated herein.

  
	
   

  	
   

  	
   

  
	
  1.06

  	
  CONTRIBUTIONS ON BEHALF OF DIRECTORS 

  
	
   

  	
   

  	
   

  
	
   

  	
  (a)   o

  	
  Director Deferral
  Contributions

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Employer shall make a Deferral Contribution in accordance with, and subject
  to, Section 4.01 on behalf of each Director Participant who has an
  executed deferral agreement in effect with the Employer for the applicable
  calendar year (or portion of the applicable calendar year), which deferral agreement
  shall be subject to any minimum and/or maximum deferral amounts provided in
  the table below.

  
							



 


5

















 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(Note:
With respect to each type of Compensation, list the minimum and maximum dollar
amounts or percentages as whole dollar amounts or whole number
percentages.)


 


(b) Matching
and Employer Contributions:


 


(1)          o          Matching Contributions. The Employer shall
make a Matching Contribution on behalf of each Director Participant in an
amount determined as described below:


                                                                                                                                                                    


                                                                                                                                                                    


 


(2)          o          Fixed Employer Contributions. The Employer
shall make an Employer Contribution on behalf of each Director Participant in
an amount determined as described below:


                                                                                                                                                                    


                                                                                                                                                                    


 


(3)          o          Discretionary Employer Contributions. The Employer may make Employer
Contributions to the accounts of Director Participants in any amount (which
amount may be zero), as determined by the Employer in its sole discretion from
time to time, in a writing, which is hereby incorporated herein.


 


6

















 


1.07          DISTRIBUTIONS


 


The
form and timing of distributions from the Participant’s vested Account shall be
made consistent with the elections in this Section 1.07.


 


(a) (1) Distribution
options to be provided to Participants


 


 


	
   

  	
   

  	
  (A) Specified

  Date

  	
   

  	
  (B) Specified

  Age

  	
   

  	
  (C) Separation

  From Service

  	
   

  	
  (D) Earlier
  of

  Separation or

  Age

  	
   

  	
  (E) Earlier
  of

  Separation or

  Specified Date

  	
   

  	
  (F) Disability

  	
   

  	
  (G)

  Change

  in

  Control

  	
   

  	
  (H) Death

  
	
  Deferral Contribution

  	
   

  	
  x Lump Sum

  x Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  x Lump Sum

  x Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump

  Sum

  	
   

  	
  o Lump Sum

  o Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching Contributions

  	
   

  	
  x Lump Sum

  x Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  x Lump Sum

  x Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump

  Sum

  	
   

  	
  o Lump Sum

  o Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer Contributions

  	
   

  	
  x Lump Sum

  x Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  x Lump Sum

  x Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump Sum

  o Installments

  	
   

  	
  o Lump

  Sum

  	
   

  	
  o Lump Sum

  o Installments

  



 


(Note:
If the Employer elects (F), (G), or (H) above, the Employer must also
elect (A), (B), (C), (D), or (E) above, and the Participant must also
elect (A), (B), (C), (D), or (E) above. In the event the Employer elects
only a single payment trigger and/or payment method above, then such single
payment trigger and/or payment method shall automatically apply to the
Participant. If the employer elects to provide for payment upon a specified
date or age, and the employer applies a vesting schedule to amounts that may be
subject to such payment trigger(s), the employer must apply a minimum deferral
period, the number of years of which must be greater than the number of years
required for 100% vesting in any such amounts. If the employer elects to
provide for payment upon disability and/or death, and the employer applies a
vesting schedule to amounts that may be subject to such payment trigger, the
employer must also elect to apply 100% vesting in any such amounts upon
disability and/or death.)


 


(2)                      x                           A Participant incurs a Disability when the Participant (Check at least one if Section 1.07(a) (1) (F) or
if Section 1.08(e) (3) is elected):


 


(A)                                   o  is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.


 


(B)                                     x is,
by reason of any medically determinable physical or mental impairment that can
be expected to result in death or can be expected to last for a


 


7

















 


continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Employer.


 


(C)                                     o is determined to be totally disabled by the
Social Security Administration or the Railroad Retirement Board.


 


(D)                                    o is determined to be disabled pursuant to the
following disability insurance program:                the
definition of disability under which complies with the requirements in
regulations under Code section 409A.


 


(Note:
If more than one box above is checked, then the Participant will have a
Disability if he satisfies at least one of the descriptions corresponding to
one of such checked boxes.)


 


8

















 


(3)        x       Regardless
of any payment trigger and, as applicable, payment method, to which the Participant
would otherwise be subject pursuant to (1) above, the first to occur of
the following Plan-level payment triggers will cause payment to the Participant
commencing pursuant to Section 1.07(c)(1) below in a lump sum,
provided such Plan-level payment trigger occurs prior to the payment trigger to
which the Participant would otherwise be subject.


 


Payment
Trigger


 


(A)                              x Separation
from Service prior to: Attainment of Normal Retirement Age of 50.


(B)                                o Separation from Service


(C)                                x Death


(D)                               x Change
in Control


 


(b)                            Distribution Election Change


 


A
Participant


 


(1)          x                                       shall


(2)          o                                         shall not


 


be
permitted to modify a scheduled distribution election in accordance with Section 8.01(b) hereof.


 


(c)                             Commencement of Distributions


 


(1)                                  Each lump sum distribution and the first
distribution in a series of installment payments (if applicable) shall commence
as elected in (A), (B) or (C) below:


 


	
  (A)           x

  	
  Monthly
  on the 1st day
  of the month which day next follows the applicable triggering event described
  in 1.07(a).

  
	
  (B)             o

  	
  Quarterly
  on the          day of the following
  months           ,
                   
  ,
                  ,
  or                
   (list one month in  each calendar quarter) which day next
  follows the applicable triggering event described in 1.07(a).              

  
	
  (C)             o

  	
  Annually
  on the            day of
             (month) which
  day next follows the applicable triggering event described in 1.07(a).
  

  



 


(Note:
Notwithstanding the above: a six-month delay shall be imposed with respect to
certain distributions to Specified Employees; a Participant who chooses payment
on a Specified Date will choose a month, year or quarter (as applicable) only,
and payment will be made on the applicable date elected in (A), (B) or (C) above
that falls within such month, year or quarter elected by the Participant.)


 


9
















 


(2)                                  The
commencement of distributions pursuant to the events elected in Section 1.07(a)(1) and
Section 1.07(a)(3) shall be modified by application of the following:


 


(A)      o                               Separation from Service
Event Delay — Separation from Service will be treated as not having occurred
for      months after the date of such event.


 


(B)        o                               Plan Level Delay — all
distribution events (other than those based on Specified Date or Specified Age)
will be treated as not having occurred for
           days (insert
number of days but not more than 30).


 


(d)                        Installment
Frequency and Duration


 


If
installments are available under the Plan pursuant to Section 1.07(a), a
Participant shall be permitted to elect that the installments will be paid (Complete 1 and 2 below):


 


(1)                                  at the following
intervals:


 


(A)      x                                  Monthly
commencing on the day elected in Section 1.07(c)(1).


 


(B)        x                                  Quarterly
commencing on the day elected in Section1.07(c)(1) (with payments made at
three-month intervals thereafter).


 


(C)        x                                  Annually
commencing on the day elected in Section 1.07(c)(1).


 


(2)                                  over the
following term(s) (Complete either (A) or
(B)):


 


(A)           x                                       Any term of
whole years between 1 (minimum of 1) and 20 (maximum of 30).


 


(B)             o                                         Any of the whole year terms
selected below.


 


	
  q  1

  	
   

  	
  q  2

  	
   

  	
  q  3

  	
   

  	
  q  4

  	
   

  	
  q  5

  	
   

  	
  q  6

  
	
  q  7

  	
   

  	
  q  8

  	
   

  	
  q  9

  	
   

  	
  q 10

  	
   

  	
  q 11

  	
   

  	
  q 12

  
	
  q 13

  	
   

  	
  q 14

  	
   

  	
  q 15

  	
   

  	
  q 16

  	
   

  	
  q 17

  	
   

  	
  q 18

  
	
  q 19

  	
   

  	
  q 20

  	
   

  	
  q 21

  	
   

  	
  q 22

  	
   

  	
  q 23

  	
   

  	
  q 24

  
	
  q 25

  	
   

  	
  q 26

  	
   

  	
  q 27

  	
   

  	
  q 28

  	
   

  	
  q 29

  	
   

  	
  q 30

  



 


(Note:
Only elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is
elected above.)


 


(e)                         Conversion to
Lump Sum


 


o            Notwithstanding anything herein to the contrary, if
the Participant’s vested


 


10

















 


Account at the time such Account becomes payable to him hereunder does
not exceed $    distribution of the Participant’s vested
Account shall automatically be made in the form of a single lump sum at the
time prescribed in Section 1.07(c)(1).


 


(f)                               Distribution Rules Applicable
to Pre-effective Date Accruals


 


o                      Benefits
accrued under the Plan (subject to Code section 409A) prior to the date in Section 1.01
(b)( 1) above are subject to distribution rules not described in Section 1.07(a) through
(e), and such rules are described in Attachment A Re: PRE EFFECTIVE DATE
ACCRUAL DISTRIBUTION RULES.


 


1.08   VESTING
SCHEDULE


 


(a)                                            (1)                        The Participant’s
vested percentage in Matching Contributions elected in Section 1.05(b) shall
be based upon the following schedule and unless Section 1.08(a)(2) is
checked below will be based on the elapsed time method as described in Section 7.03(b).


 




	
  Years of Service

  	
   

  	
  Vesting %

  	
   

  
	
  0

  	
   

  	
  100

  	
   

  






 


(2)                        o                      Vesting shall
be based on the class year method as described in Section 7.03(c).


 


(b)                                           (1)                        The Participant’s
vested percentage in Employer Contributions elected in Section 1.05(c) shall
be based upon the following schedule and unless Section 1.08(b)(2) is
checked below will be based on the elapsed time method as described in Section 7.03(b).


 




	
  Years of Service

  	
   

  	
  Vesting %

  	
   

  
	
  0

  	
   

  	
  0

  	
   

  
	
  1

  	
   

  	
  0

  	
   

  
	
  2

  	
   

  	
  20

  	
   

  
	
  3

  	
   

  	
  40

  	
   

  
	
  4

  	
   

  	
  60

  	
   

  
	
  5

  	
   

  	
  80

  	
   

  
	
  6

  	
   

  	
  100

  	
   

  






 


(2)                        o                      Vesting shall
be based on the class year method as described in Section 7.03(c).


 


(c)                                  o  Years
of Service shall exclude (Check one.):


 


(1)  o  for new plans, service prior
to the Effective Date as defined in Section 1.01(b)(2)(A).


 


(2)  o  for existing plans
converting from another plan document, service prior to the original Effective
Date as defined in Section 1.01(b)(2)(B).


 


11

















 


(Note: Do not elect to apply this Section 1.08(c) if
vesting is based only on the class year method.)


 


(d)                                 o  Notwithstanding anything to
the contrary herein, a Participant will forfeit his Matching Contributions and
Employer Contributions (regardless of whether vested) upon the occurrence of
the following event(s):


 


 


(Note:
Contributions with respect to Directors, which are 100% vested at all times,
are subject to the rule in this subsection (d).)


 


(e)                                  A Participant
will be 100% vested in his Matching Contributions and Employer Contributions
upon (Check the appropriate box(es)):


 


(1) x  Retirement
eligibility is the date the Participant attains age 50 and completes 0 Years of
Service, as defined in Section 7.03(b).


 


(2) x  Death.


 


(3) x  The
date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).


 


(Note: Participants will
automatically vest upon Change in Control if Section 1.07(a)(1)(G) is
elected.)


 


(f)                                    x  Years
of Service in Section 1.08 (a)(1) and Section 1.08 (b)(1) shall
include service with the following employers:


 


all Related Employers as defined in Sec. 2.01(a)(25)


 


12

















 


1.09
                        INVESTMENT
DECISIONS


 


A
Participant’s Account shall be treated as invested in the Permissible
Investments as directed by the Participant unless otherwise provided below:


 


Participants listed below shall be permitted to direct the Employer
that their Account be invested in investments other than the Permissible
Investments, as approved by the Employer; provided however, that the Account of
any such Participant shall be transferred to a separate trust but shall remain
subject to all the Plan terms (other than the terms related to Investment
Decisions), including those terms governing distributions and elections with
respect thereto:


 


Myron Kunin


 


1.10
                        ADDITIONAL
PROVISIONS


 


The
Employer may elect Option below and complete the Superseding Provisions
Addendum to describe overriding provisions that are not otherwise reflected in
this Adoption Agreement.


 


x  The
Employer has completed the Superseding Provisions Addendum to reflect the
provisions of the Plan that supersede provisions of this Adoption Agreement
and/or the Basic Plan Document.


 


13

















 


EXECUTION PAGE

(Fidelity’s Copy)


 


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed this 10th day of November, 2008.


 


 


	
   

  	
  Employer

  	
  Regis
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Eric A. Bakken

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Senior
  Vice President & General Counsel

  



 


14

















 


EXECUTION PAGE

(Employer’s Copy)


 


IN WITNESS WHEREOF, the Employer has caused this Adoption Agreement to
be executed this 10th
day of November, 2008.


 


 


	
   

  	
  Employer

  	
  Regis
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Eric A. Bakken

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Senior
  Vice President & General Counsel

  



 


15

















 


AMENDMENT EXECUTION PAGE

(Fidelity’s Copy)


 


Plan
Name:                                                    Regis
Corporation Executive Retirement Savings Plan (the “Plan”)


 


Employer:                                                          Regis
Corporation


 


(Note:
These execution pages are to be completed in the event the Employer
modifies any prior election(s) or makes a new election(s) in this
Adoption Agreement. Attach the amended page(s) of the Adoption Agreement
to these execution pages.)


 


The
following section(s) of the Plan are hereby amended effective as of the date(s) set
forth below:


 


	
  Section Amended

  	
   

  	
  Effective
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.


 


	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


16

















 


AMENDMENT EXECUTION PAGE

(Employer’s Copy)


 


Plan
Name:                                                    Regis
Corporation Executive Retirement Savings Plan (the “Plan”)


 


Employer:                                                          Regis
Corporation


 


(Note:
These execution pages are to be completed in the event the Employer
modifies any prior election(s) or makes a new election(s) in this Adoption
Agreement. Attach the amended page(s) of the Adoption Agreement to these
execution pages.)


 


	
  Section Amended

  	
   

  	
  Effective
  Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


IN
WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the
date below.


 


	
   

  	
  Employer:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


17

















 


ATTACHMENT A


 


Re:
PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


 


Plan
Name:                                                    Regis
Corporation Executive Retirement Savings Plan (the “Plan”)


 


 


18

















 


ATTACHMENT B


 


Re: SUPERSEDING PROVISIONS

for


 


Plan
Name:                                                    Regis
Corporation Executive Retirement Savings Plan (the “Plan”)


 


(a)   Superseding Provision(s) –
The following provisions supersede other provisions of this Adoption Agreement
and/or the Basic Plan Document as described below:


 


(1) The following additional
provision shall be added to Section 1 .04(b)(1): For purposes of
calculating Employer Contributions, Compensation shall also exclude Bonuses and
the Employer match on contributions under the Employer’s Contributory Stock
Purchase Plan for the applicable period


 


(2) The following
additional Payment Trigger shall be added to the end of Section 1.07(a)(3):
The  Participant’s Separation from
Service due to (a) (i) a felony conviction under any Federal or state
statute  which is materially detrimental
to the financial interests of the Employer, or (ii) the willful non-performance
by Participant of his material employment duties other than by reason of his
physical or  mental incapacity after
reasonable written notice to Participant and reasonable opportunity (not less
than  thirty (30) days) to cease such
non-performance; or (b) the Participant’s willfully engaging in fraud
or  gross misconduct which is materially
detrimental to the financial interests of the Employer.


 


(3) Section 1.05(c)(2) is
modified by adding the following: “Except to the extent otherwise provided in
any such writing, an Employer Contribution will be made to the Accounts of only
those Employee Participants who are employed by the Employer on the last day of
the period to which the Employer Contribution relates and have completed 1,000
hours of service with the Employer or a Related Employer during such period.”


 


(4) The following
exclusion shall be added at the end of Section 2.01(a)(6): “, but
excluding any unscheduled, discretionary bonus award made to a Participant that
is outside of the Employer’s regular incentive bonus arrangement


 


(5) Section 8.01(a)(3) shall
be modified by adding the following new proviso to the end of the first
sentence: “; provided, however, that an election choosing a payment method with
respect to the Employer Contributions credited to a Participant’s Account shall
be effective for all Employer Contributions 
thereafter credited to a Participant’s Account and may only be modified
as provided under Section 8.01(b)


 


(6) The following
Plan Level Delay will be added at subsection 1.07(c)(2)(B): - all distributions
to a  beneficiary on account of a
Participant’s death will be treated as not having occurred for 30 days.


 


(7) The following
provision shall be added at 1.07(a)(1)(E): Distribution shall begin upon
earlier of  Separation or Specified Date
upon either Participant’s death or a Separation from Service prior to age 50.


 


(8) 1. The
following new sentence is added to the end of Section 1.05(a)(2):


 


19

















 


Any
special salary reduction agreement for a Deferral Contribution of any portion
of a Participant’s Bonus Compensation that is entered into on or before the December 31
preceding the end of the applicable Bonus period shall apply to the calendar
year next following the election.


 


2.
Section 4.01 shall be amended by deleting the fifth sentence thereof and
replacing it with the following two sentences:


 


A
new election will be effective as of the first day of the following calendar
year and will apply only to Compensation (other than Bonus Compensation)
payable with respect to services rendered after such date. A separate election
for Bonus Compensation made pursuant to Section 1.05(a)(2) will be
effective as of the first day of the following calendar year if made on or
before the December 31 preceding the end of the period during which the
services on which the Bonus is based are performed (the “Bonus Period”), and
will apply to  Bonus Compensation
attributable to such Bonus Period, including any portion of the Bonus  Period that precedes the date of the Section 1.05(a)(2) separate
election.


 


1.
Section 1.01(b)(2) is replaced in its entirety by the following:


 


(2)                                                The Adoption
Agreement effective date is (Check (A) or
check and complete (B)):


 


(A)                         o                                    A new Plan
effective date.


 


(B)                           x                                  An amendment
and restatement of the Plan. The original effective date of the Nonqualified
Deferred Salary Plan: 7/24/1988. The original effective date of the Executive
Profit Sharing Plan:  7/1/1992.


 


1.
Section 1.05(b)(3) is replaced in its entirety by the following:


 


(3)       x         Matching
Contribution Limits (Check the appropriate
box (es)):


 


(A)                         o                                    Deferral
Contributions in excess of      % of the Employee
Participant’s Compensation for the calendar year shall not be considered for
Matching Contributions.


 


(B)                           x                                  Matching
Contributions for each Employee Participant for each calendar year shall be
limited to: Aggregate Salary and Bonus Contributions in excess of  $100,000 for the applicable period shall not
be considered for Matching Contributions


 


20
















 


TRUST AGREEMENT


 


Between


 






 


Regis Corporation


 


And


 


FIDELITY MANAGEMENT TRUST COMPANY


 






 


Regis Corporation Executive
Retirement Savings Plan Trust


 


 


Dated as of November 15,
2008


 


	
  Plan Number:
  44352

  	
   

  	
  ECM NQ 2007 TA

  
	
  (07/2007)

  	
   

  	
  09/10/2008

  



 


© 2007
Fidelity Management & Research Company


 

















 


TABLE OF CONTENTS


 


	
  Section

  	
   

  	
   

  	
  Page

  
	
   

  	
   

  
	
  1 

  	
  Definitions

  	
  1

  
	
   

  	
   

  	
   

  
	
  2 

  	
  Trust

  	
  2

  
	
   

  	
  (a) Establishment

  	
   

  
	
   

  	
  (b) Grantor Trust

  	
   

  
	
   

  	
  (c) Trust Assets

  	
   

  
	
   

  	
  (d) Non-Assignment

  	
   

  
	
   

  	
   

  	
   

  
	
  3 

  	
  Payments to Sponsor

  	
  3

  
	
   

  	
   

  	
   

  
	
  4 

  	
  Disbursement

  	
  4

  
	
   

  	
  (a) Directions from Sponsor

  	
   

  
	
   

  	
  (b) Limitations

  	
   

  
	
   

  	
   

  	
   

  
	
  5 

  	
  Investment of Trust

  	
  4

  
	
   

  	
  (a) Selection of Investment Options

  	
   

  
	
   

  	
  (b) Available Investment Options

  	
   

  
	
   

  	
  (c) Investment Directions

  	
   

  
	
   

  	
  (d) Funding Mechanism

  	
   

  
	
   

  	
  (e) Mutual Funds

  	
   

  
	
   

  	
  (f) Trustee Powers

  	
   

  
	
   

  	
   

  	
   

  
	
  6 

  	
  Recordkeeping and Administrative Services to Be Performed

  	
  7

  
	
   

  	
  (a) Accounts

  	
   

  
	
   

  	
  (b) Inspection and Audit

  	
   

  
	
   

  	
  (c) Notice of Plan Amendment

  	
   

  
	
   

  	
  (d) Returns, Reports and Information

  	
   

  
	
   

  	
   

  	
   

  
	
  7 

  	
  Compensation and Expenses

  	
  7

  
	
   

  	
   

  	
   

  
	
  8 

  	
  Directions and Indemnification

  	
  8

  
	
   

  	
  (a) Directions from Sponsor

  	
   

  
	
   

  	
  (b) Directions from Participants

  	
   

  
	
   

  	
  (c) Indemnification

  	
   

  
	
   

  	
  (d) Survival

  	
   

  
	
   

  	
   

  	
   

  
	
  9 

  	
  Resignation or Removal of Trustee

  	
  8

  
	
   

  	
  (a) Resignation and Removal

  	
   

  
	
   

  	
  (b) Termination

  	
   

  
	
   

  	
  (c) Notice Period

  	
   

  
	
   

  	
  (d) Transition Assistance

  	
   

  
	
   

  	
  (e) Failure to Appoint Successor

  	
   

  
					



 


i

















 


TABLE OF CONTENTS


(Continued)


 


	
  Section

  	
   

  	
  Page

  
	
   

  	
   

  
	
  10 

  	
  Successor Trustee

  	
  9

  
	
   

  	
  (a) Appointment

  	
   

  
	
   

  	
  (b) Acceptance

  	
   

  
	
   

  	
  (c) Corporate Action

  	
   

  
	
   

  	
   

  	
   

  
	
  11 

  	
  Resignation, Removal, and Termination Notices

  	
  10

  
	
   

  	
   

  	
   

  
	
  12 

  	
  Duration

  	
  10

  
	
   

  	
   

  	
   

  
	
  13 

  	
  Insolvency of Sponsor

  	
  10

  
	
   

  	
   

  	
   

  
	
  14 

  	
  Amendment or Modification

  	
  11

  
	
   

  	
   

  	
   

  
	
  15 

  	
  Electronic Services

  	
  11

  
	
   

  	
   

  	
   

  
	
  16 

  	
  General

  	
  13

  
	
   

  	
  (a) Performance by Trustee, its Agent or Affiliates

  	
   

  
	
   

  	
  (b) Entire Agreement

  	
   

  
	
   

  	
  (c) Waiver

  	
   

  
	
   

  	
  (d) Successors and Assigns

  	
   

  
	
   

  	
  (e) Partial Invalidity

  	
   

  
	
   

  	
  (f) Section Headings

  	
   

  
	
   

  	
   

  	
   

  
	
  17 

  	
  Assignment

  	
  13

  
	
   

  	
   

  	
   

  
	
  18 

  	
  Force Majeure

  	
  13

  
	
   

  	
   

  	
   

  
	
  19 

  	
  Confidentiality

  	
  14

  
	
   

  	
   

  	
   

  
	
  20 

  	
  Situs of Trust Assets

  	
  14

  
	
   

  	
   

  	
   

  
	
  21 

  	
  Governing Law

  	
  14

  
	
   

  	
  (a) Massachusetts Law Controls

  	
   

  
	
   

  	
  (b) Trust Agreement Controls

  	
   

  
				



 


ii

















 


TRUST AGREEMENT, dated as of the 15th day of November 2008, between Regis
Corporation, a Minnesota entity, having an office at 7201 Metro Boulevard,
Edina, MN 55439 (the “Sponsor”), and FIDELITY
MANAGEMENT TRUST COMPANY, a Massachusetts trust company, having an
office at 82 Devonshire Street, Boston, Massachusetts 02109 (the “Trustee”).


 


WITNESSETH:


 


WHEREAS, the Sponsor is the
sponsor of the Plan; and


 


WHEREAS, the Sponsor wishes to
restate, in its entirety, by entering into this Agreement, the irrevocable
trust originally established on Original Trust
Date, with regard to the Plan effective on the date the assets of which are
transferred to the Trustee, and to contribute to the Trust assets that shall be
held therein, subject to the claims of Sponsor’s creditors in the event of
Sponsor’s Insolvency, as herein defined, until paid to Participants and their
beneficiaries in such manner and at such times as specified in the Plan;


 


WHEREAS, it is the intention of
the parties that the Trust shall not affect the status of the Plan as an
unfunded plan maintained for the purpose of providing deferred compensation for
a select group of management or highly compensated employees for purposes of
Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”);


 


WHEREAS, it is the intention of
the Sponsor to make contributions to the Trust to provide itself with a source
of funds to assist it in the meeting of its liabilities under the Plan; and


 


WHEREAS, the Trustee is willing
to hold and invest the aforesaid assets in trust among several investment
options selected by the Sponsor.


 


NOW, THEREFORE, in consideration of the
foregoing premises and the mutual covenants and agreements set forth below, the
Sponsor and the Trustee agree as follows:


 


Section 1. Definitions. The following terms as
used in this Trust Agreement have the meanings indicated unless the context
clearly requires otherwise:


 


(a)                        “Agreement” shall
mean this Trust Agreement, as the same may be amended and in effect from time
to time.


 


(b)                       “Business Day”
shall mean any day on which the New York Stock Exchange (NYSE) is open.


 


(c)                        “Code” shall mean
the Internal Revenue Code of 1986, as it has been or may be amended from time


 


1

















 


to time.


 


(d)                       “ERISA” shall mean the Employee
Retirement Income Security Act of 1974, as it has been or may be amended from
time to time.


 


(e)                        “Fidelity Mutual Fund” shall mean any
investment company advised by Fidelity Management & Research Company
or any of its affiliates.


 


(f)                          “Insolvency” shall mean that the
Sponsor is or has become insolvent as defined in Section 13(a).


 


(g)                       “Mutual Fund” shall refer both to
Fidelity Mutual Funds and Non-Fidelity Mutual Funds.


 


(h)                       “Non-Fidelity Mutual
Fund” shall mean certain investment companies not advised by Fidelity
Management & Research Company or any of its affiliates.


 


(i)                           “Participant”
shall mean, with respect to the Plan, any individual who has accrued a benefit
under the Plan, which has not yet been fully distributed and/or forfeited, and
shall include the designated beneficiary(ies) with respect to the benefit of
such an individual until such benefit has been fully distributed and/or
forfeited.


 


(j)                           “Permissible Investment”
shall mean any of the investments specified by the Sponsor as available for
investment of assets of the Trust and agreed to by the Trustee. The Permissible
Investments shall be listed in the Service Agreement.


 


(k)                        “Plan” shall mean
the plan or plans described in the Service Agreement.


 


(l)                       “Reconciliation Period”
shall mean the period beginning on the date of the initial transfer of assets
to the Trust and ending on the date of the completion of the reconciliation of
Participant records.


 


(m)                 “Reporting Date”
shall mean the last day of each calendar quarter, the date as of which the
Trustee resigns or is removed pursuant to this Agreement and the date as of
which this Agreement terminates pursuant to Section 9 hereof.


 


(n)                   “Service Agreement”
shall mean the agreement between the Trustee and the Sponsor for the Trustee,
through certain affiliates and related companies, to provide administrative and
recordkeeping services for the Plan.


 


(o)                   “Sponsor” shall
mean Regis Corporation, as identified in the first paragraph of this Agreement,
or any successor to all or substantially all of its businesses which, by
agreement, operation of law or otherwise, assumes the responsibility of the
Sponsor under this Agreement.


 


(p)                   “Trust” shall mean
the Regis Corporation Executive Retirement Savings Plan Trust, being the trust
restated by the Sponsor and the Trustee pursuant to the provisions of the
Agreement.


 


(q)                   “Trustee” shall
mean Fidelity Management Trust Company, a Massachusetts trust company and any
successor to all or substantially all of its trust business. The term Trustee
shall also include any successor trustee appointed pursuant to this Agreement
to the extent such successor agrees to serve as Trustee under the Agreement.


 


Section 2. Trust.


 


(a)                   Establishment. The Sponsor hereby
establishes the Trust with the Trustee. The Trust shall consist of an initial
contribution of money or other property acceptable to the Trustee in its sole
discretion, made by the Sponsor or transferred from a previous trustee, such
additional sums of money as


 


2

















 


shall from time to time be delivered to the Trustee, all
investments made therewith and proceeds thereof, and all earnings and profits
thereon, less the payments that are made by the Trustee as provided herein,
without distinction between principal and income. The Trustee hereby accepts
the Trust on the terms and conditions set forth in this Agreement. In accepting
this Trust, the Trustee shall be accountable for the assets received by it,
subject to the terms and conditions of the Agreement.


 


(b)                  Grantor Trust. The Trust is intended
to be a grantor trust, of which the Sponsor is the grantor, within the meaning
of subpart E, part I, subchapter J, chapter 1, subtitle A of the Code, and
shall be construed accordingly.


 


(c)                   Trust Assets. The principal of the
Trust, and any earnings thereon shall be held separate and apart from other
funds of the Sponsor and shall be used exclusively for the uses and purposes of
Participants and general creditors as herein set forth. Participants and their
beneficiaries shall have no preferred claim on, or any beneficial ownership
interest in, any assets of the Trust. Any rights created under the Plan and the
Agreement shall be mere unsecured contractual rights of Participants and their
beneficiaries against the Sponsor. Any assets held by the Trust will be subject
to the claims of the Sponsor’s general creditors under federal and state law in
the event of Insolvency, as defined in this Agreement.


 


(d)                  Non-Assignment. Benefit payments to
Participants and their beneficiaries from the Trust may not be anticipated,
assigned (either at law or in equity), alienated, pledged, encumbered, or
subjected to attachment, garnishment, levy, execution, or other legal or
equitable process. Nothwithstanding anything in this Agreement to the contrary,
the Sponsor can direct the Trustee to disperse monies pursuant to a domestic
relations order as defined in Code section 414(p)(1)(B) in accordance with
Section 4(a).


 


Section 3. Payments to Sponsor. Except as provided under
the Agreement, the Sponsor shall have no right to retain or divert to others
any of the Trust assets before all benefit payments have been made to the
Participants and their beneficiaries pursuant to the terms of the Plan. The
Sponsor may direct the Trustee in writing to pay the Sponsor any amount in
excess of the amount needed to pay all of the benefits accrued under the Plan
as of the date of such payment.


 


3

















 


Section 4. Disbursements.


 


(a)                   Directions from Sponsor.


 


(i)         If the Service Agreement provides that the Trustee
will make distributions of Plan benefits directly to Participants and
beneficiaries, the Trustee shall disburse monies to Participants and their
beneficiaries for benefit payments in the amounts that the Sponsor directs from
time to time in writing. The Trustee shall have no responsibility to ascertain
whether the Sponsor’s direction complies with the terms of the Plan or of any
applicable law. The Trustee shall be responsible for federal or state income
tax reporting or withholding with respect to such Plan benefits. The Trustee
shall not be responsible for tax reporting or withholding of FICA (Social
Security and Medicare), any federal or state unemployment, or local tax with
respect to Plan distributions.


 


(ii)      If the Service Agreement provides that the Sponsor
shall be responsible for making distributions of benefits to Participants and
beneficiaries, then the Trustee shall disburse monies to the Sponsor for
benefit payments in the amounts that the Sponsor directs from time to time in
writing. The Trustee shall have no responsibility to ascertain whether the
Sponsor’s direction complies with the terms of the Plan or any applicable law.
The Trustee shall not be responsible for: (1) making benefit payments to
Participants under the Plan; or, (2) any federal, state or local tax
reporting or withholding of any kind with respect to such Plan benefits.


 


(b)                  Limitations. The Trustee shall not be
required to make any disbursement in excess of the net realizable value of the
assets of the Trust at the time of the disbursement.


 


Section 5. Investment of Trust.


 


(a)                   Selection of Investment
Options. The Trustee shall have
no responsibility for the selection of investment options under the Trust and
shall not render investment advice to any person in connection with the
selection of such options.


 


(b)                  Available Investment
Options. The Sponsor shall direct
the Trustee as to what investment options the Trust shall be invested in (i) during
the Reconciliation Period, and (ii) following the Reconciliation Period,
subject to the following limitations. The Sponsor may include only Permissible
Investments as described in the Service Agreement; provided, however, that the
Trustee shall not be considered a fiduciary with investment discretion. The
Sponsor may add or remove investment options with the consent of the Trustee
and upon mutual amendment of the Service Agreement to reflect such additions.


 


(c)                   Investment Directions. In order to provide for
an accumulation of assets comparable to the contractual liabilities accruing
under the Plan, the Sponsor may direct the Trustee in writing to invest


 


4

















 


the assets held in the Trust to correspond to the
hypothetical investments made for Participants in accordance with their
direction under the Plan.


 


(d)                  Funding Mechanism. The Sponsor’s
designation of available investment options under paragraphs (a) and (b) above,
the maintenance of accounts for each Participant under the Plan and the
crediting of investments to such accounts, and the exercise by Participants of
any powers relating to investments under this Section 5 are solely for the
purpose of providing a mechanism for measuring the obligation of the Sponsor to
any particular Participant under the Plan. As further provided in the
Agreement, no Participant or beneficiary will have any preferential claim to or
beneficial ownership interest in any asset or investment held in the Trust, and
the rights of any Participant and his or her beneficiaries under the Plan and
the Agreement are solely those of an unsecured general creditor of the Sponsor
with respect to the benefits of the Participant under the Plan.


 


(e)                   Mutual Funds. The Sponsor hereby
acknowledges that it has received from the Trustee a copy of the prospectus for
each Mutual Fund selected by the Sponsor as a Permissible Investment. Trust
investments in Mutual Funds shall be subject to the following limitations:


 


(i)                       Execution of Purchases
and Sales.
Purchases and sales of Permissible Investments (other than for Exchanges) shall
be made on the date on which the Trustee receives from the Sponsor in good
order all information and documentation necessary to accurately effect such
purchases and sales (or in the case of a purchase, the subsequent date on which
the Trustee has received a wire transfer of funds necessary to make such
purchase). Exchanges of Permissible Investments shall be made on the
same Business Day that the Trustee receives a proper direction if received
before market close (generally 4:00 p.m. eastern time); if the direction
is received after market close (generally 4:00 p.m. eastern time), the
exchange shall be made the following Business Day.


 


(ii)                    Voting. At the time of mailing
of notice of each annual or special stockholder’s meeting of any Mutual Fund,
the Trustee shall send a copy of the notice and all proxy solicitation
materials to the Sponsor, together with a voting direction form for return to
the Trustee or its designee. The Trustee shall vote the shares held in the
Trust in the manner as directed by the Sponsor. The Trustee shall not vote
shares for which it has received no corresponding directions from the Sponsor.
The Sponsor shall also have the right to direct the Trustee as to the manner in
which all shareholder rights, other than the right to vote, shall be exercised.
The Trustee shall have no duty to solicit directions from the Sponsor.


 


(f)                     Trustee Powers. The Trustee shall have
the following powers and authority:


 


5

















 


(i)                       Subject to paragraphs
(b), (c) and (d) of this Section 5, to sell, exchange, convey,

transfer, or otherwise dispose of any property held in the Trust, by private
contract or at public auction. No person dealing with the Trustee shall be
bound to see to the application of the purchase money or other property
delivered to the Trustee or to inquire into the validity, expediency, or
propriety of any such sale or other disposition.


 


(ii)                    To cause any securities
or other property held as part of the Trust to be registered in the Trustee’s
own name, in the name of one or more of its nominees, or in the Trustee’s
account with the Depository Trust Company of New York and to hold any investments
in bearer form, but the books and records of the Trustee shall at all times
show that all such investments are part of the Trust.


 


(iii)                 To keep that portion of
the Trust in cash or cash balances as the Sponsor may, from time to time, deem
to be in the best interest of the Trust.


 


(iv)                To make, execute,
acknowledge, and deliver any and all documents of transfer or conveyance and to
carry out the powers herein granted.


 


(v)                   To settle, compromise, or
submit to arbitration any claims, debts, or damages due to or arising from the
Trust; to commence or defend suits or legal or administrative proceedings; to
represent the Trust in all suits and legal and administrative hearings; and to
pay all reasonable expenses arising from any such action, from the Trust if not
paid by the Sponsor.


 


(vi)                To employ legal,
accounting, clerical, and other assistance as may be required in carrying out
the provisions of this Agreement and to pay their reasonable expenses and
compensation from the Trust if not paid by the Sponsor.


 


(vii)             To do all other acts
although not specifically mentioned herein, as the Trustee may deem necessary
to carry out any of the foregoing powers and the purposes of the Trust.


 


Notwithstanding any powers granted to the Trustee pursuant
to the Agreement or to applicable law, the Trustee shall not have any power
that could give the Trust the objective of carrying on a business and dividing
the gains therefrom, within the meaning of Section 301.7701-2 of the
Procedure and Administrative Regulations promulgated pursuant to the Code.


 


6

















 


Section 6. Recordkeeping and
Administrative Services to Be Performed.


 


(a)                   Accounts. The Trustee shall keep
accurate accounts of all investments, receipts, disbursements, and other
transactions hereunder, and shall report the value of the assets held in the
Trust periodically and on the date on which the Trustee resigns or is removed
as provided in the Agreement or is terminated as provided in the Agreement.
Within thirty (30) days following each Reporting Date or within sixty (60) days
in the case of a Reporting Date caused by the resignation or removal of the
Trustee, or the termination of the Agreement, the Trustee shall file with the
Sponsor a written account setting forth all investments, receipts,
disbursements, and other transactions effected by the Trustee between the
Reporting Date and the prior Reporting Date, and setting forth the value of the
Trust as of the Reporting Date. Except as otherwise required under applicable law,
upon the expiration of six (6) months from the date of filing such account
with the Sponsor, the Trustee shall have no liability or further accountability
to anyone with respect to the propriety of its acts or transactions shown in
such account, except with respect to such acts or transactions as to which the
Sponsor shall within such six (6) month period file with the Trustee
written objections.


 


(b)                  Inspection and Audit. All records generated
by the Trustee in accordance with paragraphs (a) shall be open to
inspection and audit, during the Trustee’s regular business hours prior to the
termination of the Agreement, by the Sponsor or any person designated by the
Sponsor.


 


(c)                   Effect of Plan Amendment. The Sponsor must
deliver to the Trustee a copy of any amendment to the Plan as soon as
administratively feasible following the amendment’s adoption and the Sponsor
must provide the Trustee on a timely basis with all additional information the
Sponsor deems necessary for the Trustee to perform the its duties hereunder as
well as such other information as the Trustee may reasonably request.


 


(d)                  Returns, Reports and
Information. Except as set forth in the Service Agreement, the Sponsor shall be
responsible for the preparation and filing of all returns, reports, and
information required of the Trust by law. The Trustee shall provide the Sponsor
with such information as the Sponsor may reasonably request to make these
filings. The Sponsor shall also be responsible for making any disclosures to
Participants required by law.


 


Section 7. Compensation and
Expenses. Sponsor shall pay to Trustee, within thirty (30) days of
receipt of the Trustee’s bill, the fees for services in accordance with the
Service Agreement. All fees for services are specifically outlined in the
Service Agreement and are based on any assumptions identified therein.


 


All expenses of the Trustee relating directly to
the acquisition and disposition of investments


 


7
















 


constituting part of the Trust, and all taxes of any kind
whatsoever that may be levied or assessed under existing or future laws upon or
in respect of the Trust or the income thereof, shall be a charge against and
paid from the appropriate Participants’ accounts.


 


Section 8. Directions and
Indemnification.


 


(a)              Directions from Sponsor. Whenever the Sponsor
provides a direction to the Trustee, the Trustee shall not be liable for any
loss, or by reason of any breach, arising from the direction if the direction
is contained in a writing (or is oral and immediately confirmed in a writing)
signed by any individual whose name and signature have been submitted (and not
withdrawn) in writing to the Trustee by the Sponsor in the manner described in
the Service Agreement, provided the Trustee reasonably believes the signature
of the individual to be genuine. Such direction may be made via electronic data
transfer (“EDT”) in accordance with procedures agreed to by the Sponsor and the
Trustee; provided, however, that the Trustee shall be fully protected in
relying on such direction as if it were a direction made in writing by the
Sponsor. The Trustee shall have no responsibility to ascertain any direction’s (i) accuracy,
(ii) compliance with the terms of the Plan or any applicable law, or (iii) effect
for tax purposes or otherwise.


 


(b)             Directions from
Participants. The Trustee shall not be liable for any loss resulting from any
Participant’s exercise or non-exercise of rights under this Agreement to direct
the investment of the hypothetical assets in the Participant’s accounts.


 


(c)              Indemnification. The Sponsor shall
indemnify the Trustee against, and hold the Trustee harmless from, any and all
loss, damage, penalty, liability, cost, and expense, including without limitation,
reasonable attorneys’ fees and disbursements, that may be incurred by, imposed
upon, or asserted against the Trustee by reason of any claim, regulatory
proceeding, or litigation arising from any act done or omitted to be done by
any individual or person with respect to the Plan or the Trust, excepting only
any and all loss, etc., arising solely from the Trustee’s negligence or bad
faith.


 


(d)             Survival. The provisions of this Section 8
shall survive the termination of this Agreement.


 


Section 9.
Resignation or Removal of Trustee.


 


(a)              Resignation and Removal.


 


(i)                           The
Trustee may
resign at any time in accordance with the notice provisions set forth below.


 


(ii)                        The Sponsor may remove
the Trustee at any time in accordance with the


 


8

















 


notice provisions set forth below.


 


(b)             Termination. The Agreement may be
terminated at any time by the Sponsor upon prior written notice to the Trustee
in accordance with the notice provisions set forth below.


 


(c)              Notice Period. In the event either
party desires to terminate the Agreement or any Services hereunder, the party
shall provide at least sixty-(60) days prior written notice of the termination
date to the other party; provided, however, that the receiving party may agree,
in writing, to a shorter notice period.


 


(d)             Transition Assistance. In the event of
termination of the Agreement, if requested by Sponsor, the Trustee shall assist
Sponsor in developing a plan for the orderly transition of the Plan data, cash
and assets then constituting the Trustee and recordkeeping services provided by
the Trustee hereunder to Sponsor or its designee. The Trustee shall provide
such assistance for a period not extending beyond sixty (60) days from the
termination date of this Agreement. The Trustee shall provide to Sponsor, or to
any person designated by Sponsor, at a mutually agreeable time, one file of the
Plan data prepared and maintained by the Trustee in the ordinary course of
business, in the Trustee’s format. The Trustee may provide other or additional
transition assistance as mutually determined for additional fees, which shall
be due and payable by the Sponsor prior to any termination of the Agreement.


 


(e)              Failure to Appoint
Successor. If, by the termination date, the Sponsor has not notified
the Trustee in writing as to the individual or entity to which the assets and
cash are to be transferred and delivered, the Trustee may bring an appropriate
action or proceeding for leave to deposit the assets and cash in a court of competent
jurisdiction. The Trustee shall be reimbursed by the Sponsor for all costs and
expenses of the action or proceeding including, without limitation, reasonable
attorneys’ fees and disbursements.


 


Section 10. Successor
Trustee.


 


(a)              Appointment. If the office of
Trustee becomes vacant for any reason, the Sponsor may in writing appoint a
successor trustee under this Agreement. The successor trustee shall have all of
the rights, powers, privileges, obligations, duties, liabilities, and
immunities granted to the Trustee under the Agreement. After a successor
trustee accepts appointment, a prior trustee shall not be liable for the acts
or omissions of the Trustee with respect to the Trust occurring after the time
of the appointment.


 


(b)             Acceptance. When the successor
trustee accepts its appointment under the Agreement, title to the Trust assets
shall immediately vest in the Trustee without any further action on the part of
the


 


9

















 


prior trustee. The prior trustee shall execute all
instruments and do all acts that reasonably may be necessary or reasonably may
be requested in writing by the Sponsor or the Trustee to evidence the vesting
of title to all Trust assets in the Trustee or to deliver all Trust assets to the
Trustee.


 


(c)               Corporate Action. Any successor of the
Trustee, through sale or transfer of the business or trust department of the
Trustee, or through reorganization, consolidation, or merger, or any similar
transaction, shall, upon consummation of the transaction, become the Trustee
under this Agreement.


 


Section 11. Resignation, Removal,
and Termination Notices. All notices of resignation, removal, or
termination under this Agreement must be in writing and mailed to the party to
which the notice is being given by certified or registered mail, return receipt
requested, to the Sponsor at the address designated in the Service Agreement,
and to the Trustee c/o Fidelity Investments - ECM Client Services Relationship
Manager, P.O. Box 770001, Cincinnati, OH 45277-0026, or to such other
addresses as the parties have notified each other of in the foregoing manner.


 


Section 12. Duration. The Trust shall continue
in effect without limit as to time, subject, however, to the provisions of the
Agreement relating to amendment, modification, and termination thereof.


 


Section 13. Insolvency of Sponsor.


 


(a)               Trustee shall cease
disbursement of funds for payment of benefits to Participants and their
beneficiaries if the Sponsor is Insolvent. Sponsor shall be considered “Insolvent”
for purposes of the Agreement if (i) Sponsor is unable to pay its debts as
they become due, or (ii) Sponsor is subject to a pending proceeding as a
debtor under the United States Bankruptcy Code.


 


(b)              All times during the
continuance of the Trust, the principal and income of the Trust shall be
subject to claims of general creditors of the Sponsor under federal and state
law as set forth below.


 


(i)                  The Board of Directors
(or other body governing the entity under state law) and the Chief Executive Officer
of the Sponsor shall have the duty to inform the Trustee in writing of the
Sponsor’s Insolvency. If a person claiming to be a creditor of the Sponsor
alleges in writing to the Trustee that the Sponsor has become Insolvent, the
Trustee shall determine whether the Sponsor is Insolvent and, pending such
determination, the Trustee shall discontinue disbursements for payment of
benefits to Participants or their beneficiaries.


 


(ii)               Unless the Trustee has
actual knowledge of the Sponsor’s Insolvency, or has received notice from the
Sponsor or a person claiming to be a creditor alleging that the Sponsor is


 


10

















 


Insolvent, the Trustee shall have no duty to inquire
whether the Sponsor is Insolvent. The Trustee may in all events rely on such
evidence concerning the Sponsor’s solvency as may be furnished to the Trustee
and that provides the Trustee with a reasonable basis for making a
determination concerning the Sponsor’s solvency.


 


(iii)            If at any time the
Trustee has determined that the Sponsor is Insolvent, the Trustee shall
discontinue disbursements for payments to Participants or their beneficiaries
and shall hold the assets of the Trust for the benefit of the Sponsor’s general
creditors. Nothing in this Agreement shall in any way diminish any rights of
Participants or their beneficiaries to pursue their rights as general creditors
of the Sponsor with respect to benefits due under the Plan or otherwise.


 


(iv)           Trustee shall resume disbursements for the payment
of benefits to Participants or their beneficiaries in accordance with this
Agreement only after the Trustee has determined that the Sponsor is not
Insolvent (or is no longer Insolvent).


 


(c)               If the Sponsor permits
the employees of another member of the same controlled group (as defined in IRC
Section 414(b) or (c)) to participate in the Plan, all of the assets
held by the Trust will be subject to the claims of the general creditors of
both the Sponsor and all of such participating affiliates and, for purposes of Section 13(a),
the Sponsor is considered Insolvent if any such affiliate meets the definition
of Insolvent.


 


(d)              Provided that there are
sufficient assets, if the Trustee discontinues the payment of benefits from the
Trust pursuant to Section 13(a) hereof and subsequently resumes such
payments, the first payment following such discontinuance shall include the
aggregate amount of all payments due to Participants or their beneficiaries
under the terms of the Plan for the period of such discontinuance, less the
aggregate amount of any payments made to Participants or their beneficiaries by
the Sponsor in lieu of the payments provided for hereunder during any such
period of discontinuance.


 


Section 14. Amendment or
Modification. This Agreement may be amended or modified at any time and
from time to time only by an instrument executed by both the Sponsor and the
Trustee.


 


Section 15. Electronic Services.


 


(a)               The Trustee may provide
communications and services (“Electronic Services”) and/or software products (“Electronic
Products”) via electronic media, including, but not limited to Fidelity Plan
Sponsor WebStation. The Sponsor and its agents agree to use such Electronic
Services and Electronic Products only in the course of reasonable
administration of or participation in the Plan and to keep confidential and not
publish, copy, broadcast, retransmit, reproduce, commercially exploit or
otherwise


 


11

















 


redisseminate the Electronic Products or Electronic
Services or any portion thereof without the Trustee’s written consent, except,
in cases where the Trustee has specifically notified the Sponsor that the
Electronic Products or Services are suitable for delivery to Participants, for
non-commercial personal use by the Participants or beneficiaries with respect
to their participation in the Plan or for their other retirement planning
purposes.


 


(b)              The Sponsor shall be
responsible for installing and maintaining all Electronic Products, (including
any programming required to accomplish the installation) and for displaying any
and all content associated with Electronic Services on its computer network
and/or intranet so that such content will appear exactly as it appears when
delivered to the Sponsor. All Electronic Products and Services shall be clearly
identified as originating from the Trustee or its affiliate. The Sponsor shall
promptly remove Electronic Products or Services from its computer network
and/or intranet, or replace the Electronic Products or Services with updated
products or services provided by the Trustee, upon written notification
(including written notification via facsimile) by the Trustee.


 


(c)               All Electronic Products
shall be provided to the Sponsor without any express or implied legal
warranties or acceptance of legal liability by the Trustee, and all Electronic
Services shall be provided to the Sponsor without acceptance of legal liability
related to or arising out of the electronic nature of the delivery or provision
of such Services. Except as otherwise stated in this Agreement, no rights are
conveyed to any property, intellectual or tangible, associated with the
contents of the Electronic Products or Services and related material. The
Trustee hereby grants to the Sponsor a non-exclusive, nontransferable revocable
right and license to use the Electronic Products and Services in accordance
with the terms and conditions of the Agreement.


 


(d)              To the extent that any
Electronic Products or Services utilize Internet services to transport data or
communications, the Trustee will take, and the Sponsor agrees to follow,
reasonable security precautions, however, the Trustee disclaims any liability
for interception of any such data or communications. The Trustee reserves the
right not to accept data or communications transmitted via electronic media by
the Sponsor or a third party if it determines that the media does not provide
adequate data security, or if it is not administratively feasible for the
Trustee to use the data security provided. The Trustee shall not be responsible
for, and makes no warranties regarding access, speed or availability of
Internet or network services, or any other service required for electronic
communication. The Trustee shall not be responsible for any loss or damage
related to or resulting from any changes or modifications to the Electronic
Products or Services after delivering it to the Sponsor.


 


12

















 


Section 16. General.


 


(a)               Performance by Trustee,
its Agents or Affiliates. The Sponsor acknowledges and authorizes that the
services to be provided under the Agreement shall be provided by the Trustee,
its agents or affiliates, including but not limited to Fidelity Investments
Institutional Operations Company, Inc. or its successor, and that certain
of such services may be provided pursuant to one or more other contractual
agreements or relationships.


 


(b)              Entire Agreement. This Agreement contains
all of the terms agreed upon between the parties with respect to the subject
matter hereof.


 


(c)               Waiver. No waiver by either
party of any failure or refusal to comply with an obligation hereunder shall be
deemed a waiver of any other or subsequent failure or refusal to so comply.


 


(d)              Successors and Assigns. The stipulations in
this Agreement shall inure to the benefit of, and shall bind, the successors
and assigns of the respective parties.


 


(e)               Partial Invalidity. If any term or
provision of this Agreement or the application thereof to any person or
circumstances shall, to any extent, be invalid or unenforceable, the remainder
of the Agreement, or the application of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of the Agreement
shall be valid and enforceable to the fullest extent permitted by law.


 


(f)                 Section Headings. The headings of the
various sections, subsections and paragraphs of this Agreement have been
inserted only for the purposes of convenience and are not part of the Agreement
and shall not be deemed in any manner to modify, explain, expand or restrict
any of the provisions of the Agreement.


 


Section 17. Assignment. This Agreement, and any
of its rights and obligations hereunder, may not be assigned by any party
without the prior written consent of the other party(ies), and such consent may
be withheld in any party’s sole discretion. Notwithstanding the foregoing,
Trustee may assign this Agreement in whole or in part, and any of its rights
and obligations hereunder, to a subsidiary or affiliate of Trustee without
consent of the Sponsor. All provisions in the Agreement shall extend to and be
binding upon the parties hereto and their respective successors and permitted
assigns.


 


Section 18. Force Majeure. No party shall be deemed
in default of the Agreement to the extent that any delay or failure in
performance of its obligation(s) results, without its fault or negligence,
from any cause beyond its reasonable control, such as acts of God, acts of
civil or military authority, embargoes,


 


13

















 


epidemics, war, riots, insurrections, fires, explosions,
earthquakes, floods, unusually severe weather conditions, power outages or
strikes. This clause shall not excuse any of the parties to the Agreement from
any liability which results from failure to have in place reasonable disaster
recovery and safeguarding plans adequate for protection of all data each of the
parties to the Agreement are responsible for maintaining for the Plan.


 


Section 19. Confidentiality. Both parties to this
Agreement recognize that in the course of implementing and providing the
services described herein, each party may disclose to the other confidential
information. All such confidential information, individually and collectively,
and other proprietary information disclosed by either party shall remain the
sole property of the party disclosing the same, and the receiving party shall
have no interest or rights with respect thereto if so designated by the disclosing
party to the receiving party. Each party agrees to maintain all such
confidential information in trust and confidence to the same extent that it
protects its own proprietary information, and not to disclose such confidential
information to any third party without the written consent of the other party.
Each party further agrees to take all reasonable precautions to prevent any
unauthorized disclosure of confidential information. In addition, each party
agrees not to disclose or make public to anyone, in any manner, the terms of
the Agreement, except as required by law, without the prior written consent of
the other party.


 


Section 20. Situs of Trust Assets. The Sponsor and the
Trustee agree that no assets of the Trust shall be located or transferred outside
of the United States.


 


Section 21. Governing Law.


 


(a)               Massachusetts Law
Controls.
This Agreement is being made in the Commonwealth of Massachusetts, and the
Trust shall be administered as a Massachusetts trust. The validity,
construction, effect, and administration of the Agreement shall be governed by
and interpreted in accordance with the laws of the Commonwealth of
Massachusetts, except to the extent those laws are superseded under Section 514
of ERISA.


 


(b)              Trust Agreement Controls. The Trustee is not a
party to the Plan, and in the event of any conflict between the provisions of
the Plan and the provisions of the Agreement, the provisions of the Agreement
shall control.


 


14

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.


 


	
  Plan Sponsor Name: 

  	
   Regis Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric A. Bakken

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric A. Bakken

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  November 10, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIDELITY MANAGEMENT TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


15

















 


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the day and year first above
written.


 


	
  Plan Sponsor Name: 

  	
   Regis Corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Eric A. Bakken

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric A. Bakken

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President & General Counsel

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  November 10, 2008

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  FIDELITY MANAGEMENT TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
   

  



 


16
















 


AMENDMENT No. 2


TO THE TRUST AGREEMENT FOR THE


REGIS CORPORATION


EXECUTIVE RETIREMENT SAVINGS PLAN


 


WHEREAS, Regis Corporation (the “Sponsor”)
adopted the Trust Agreement Between Regis Corporation And Fidelity Management
Trust Company (“FMTC”), effective January 1, 2008 (the “Trust”); and


 


WHEREAS, the Sponsor, with the consent of
FMTC, desires to amend the Trust.


 


NOW, THEREFORE, the Trust is hereby amended,
effective as of March 1, 2007, as follows:


 


1.                                     A new Section 1(p) and
a new Section 1(q) are added as follows, the existing Section 1(p) is
re-designated as Section 1(r), and the existing Section 1(q) is re-designated
as Section 1(s):


 


(p)         “Sponsor Stock” shall mean the common stock of the Sponsor
or such other publicly traded stock of the Sponsor.


 


(q)         “Stock Fund” shall mean the investment option
consisting of Sponsor Stock.


 


2.            A
new Section 5(f) provided below is inserted, and the existing Section 5(f) is
re-designated as Section 5(g):


 


(f)    Sponsor Stock.  Trust investments in Sponsor Stock shall be
made via the Stock Fund.


 


(i)        Acquisition
Limit.  Pursuant to the Plan, the
Trust may be invested in Sponsor Stock to the extent necessary to comply with
investment directions under this Agreement. The Sponsor shall be responsible
for providing specific direction on any acquisition limits required by the Plan
or applicable law.


 


(ii)       Duty.  The Sponsor shall continually monitor the
suitability of acquiring and holding Sponsor Stock.  The Trustee shall not be liable for any loss
or expense which arises from the directions of the Sponsor with respect to the
acquisition and holding of Sponsor Stock, unless it is clear on their face that
the actions to be taken under those directions would be prohibited by any
applicable law or would be contrary to the terms of this Agreement.


 


(iii)      Purchases
and Sales of Sponsor Stock.  The
applicable provisions of the Service Agreement between the Sponsor and the
Trustee, along with (A) and (B) below (except as otherwise provided
in such Service Agreement) shall govern purchases and sales of Sponsor Stock.


 

















 


(A)      Purchases
and Sales from or to Sponsor.  If
directed by the Sponsor in writing prior to the trading date, the Trustee may
purchase or sell Sponsor Stock from or to the Sponsor if the purchase or sale
is for adequate consideration and no commission is charged.  If Sponsor contributions (employer) or
contributions made by the Sponsor to hypothetical Participants (employee)
accounts under the Plan are to be invested in Sponsor Stock, the Sponsor may
transfer Sponsor Stock in lieu of cash to the Trust.


 


(B)       Use
of an Affiliated Broker.  The Sponsor
hereby directs the Trustee to use NFSLLC to provide brokerage services in
connection with any purchase or sale of Sponsor Stock.   NFSLLC shall execute such directions
directly or through any of its affiliates.  
The provision of brokerage services shall be subject to the following:


 


(1)           As consideration for such brokerage
services, the Sponsor agrees that NFSLLC shall be entitled to remuneration
under this direction provision in the amount of $0.029 commission on each share
of Sponsor Stock in a singular transaction. 
Any increase in such remuneration may be made only by a written
agreement between Sponsor and Trustee.


 


(2)           Any successor organization of NFSLLC,
through reorganization, consolidation, merger or similar transactions, shall,
upon consummation of such transaction, become the successor broker in
accordance with the terms of this authorization provision.


 


(3)           The Trustee and NFSLLC shall continue
to rely on this direction provision until notified to the contrary.  The Sponsor reserves the right to terminate
this direction upon written notice to NFSLLC (or its successor) and the
Trustee, in accordance with this Agreement.


 


(iv)      Securities
Law Reports.  The Sponsor shall be
responsible for filing all reports required under Federal or state securities
laws with respect to the Trust’s ownership of Sponsor Stock, including, without
limitation, any reports required under section 13 or 16 of the Securities
Exchange Act of 1934, and shall immediately notify the Trustee in writing of
any requirement to stop purchases or sales of Sponsor Stock pending the filing
of any report.  The Sponsor shall be
responsible for the registration of any Plan interests to the extent required
under Federal or state securities law. 
The Trustee shall provide to the Sponsor such information on the Trust’s
ownership of Sponsor Stock as the Sponsor may reasonably request in order to
comply with Federal or state securities laws.


 


(v)   Voting
and Tender Offers.  Notwithstanding
any other provision of this Agreement, the provisions of this Section shall
govern the voting


 

















 


and tendering of Sponsor Stock held under
the Trust.  The Sponsor shall provide
direction to the Trustee with respect to any proxy voting, any tender or
exchange offer, or any other similar shareholder right, and the Trustee shall
vote, tender or exchange shares of Sponsor Stock in accordance with timely,
written direction from the Sponsor. 
Unless otherwise required by applicable law, the Trustee shall not take
any action with respect to a vote, tender, exchange or similar shareholder
right in the absence of instruction from the Sponsor.  For these purposes, a timely direction is one
that is received at a time that reasonably allows the Trustee to exercise
shareholder rights, through a custodian, if applicable.


 


(vi)  General.  With respect to all shareholder rights other
than the right to vote, the right to tender, and the right to withdraw shares
previously tendered, the Trustee shall follow the directions of the Sponsor in
accordance with the procedures described in (v) above.


 


(vii)     Conversion.  All provisions in this Section 5(f) shall
also apply to any securities received as a result of a conversion of Sponsor
Stock.


 


IN WITNESS
WHEREOF, the
Sponsor and the Trustee have caused this Amendment to be executed by duly
authorized individuals as of the day and year first written above.


 


 


	
  REGIS CORPORATION (Sponsor)

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Eric A. Bakken

  	
   

  
	
  Name:

  	
  Eric A. Bakken

  	
   

  
	
  Title:

  	
  Senior Vice President & General Counsel

  	
   

  
	
  Date:

  	
  November 10, 2008

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  FIDELITY MANAGEMENT TRUST

  	
   

  
	
  COMPANY (FMTC)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  FMTC Authorized Signatory

  	
   

  
	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: