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                                                                    EXHIBIT 10.1

                               KOHL'S CORPORATION

                               AMENDED & RESTATED

                           DEFERRED COMPENSATION PLAN

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                                TABLE OF CONTENTS

<TABLE>
<S>                                                                      <C>
ARTICLE I TITLE AND DEFINITIONS                                            1

   1.1 Title                                                               1

   1.2 Definitions                                                         1

ARTICLE II ELIGIBILITY AND PARTICIPATION                                   5

   2.1 Eligibility                                                         5

   2.2 Participant                                                         5

ARTICLE III DEFERRAL ELECTIONS                                             5

   3.1 Elections to Defer Compensation                                     5

   3.2 Investment Elections                                                6

ARTICLE IV ACCOUNTS AND TRUST FUNDING                                      7

   4.1 Deferral Accounts                                                   7

   4.2 Trust Funding                                                       7

ARTICLE V DISTRIBUTION OF DEFERRED COMPENSATION                            8

   5.1 Distribution Due to Termination of Employment                       8

   5.2 Early Distribution                                                  9

   5.3 Programmed Early Distributions                                      9

   5.4 Hardship Withdrawals                                               10

   5.5 Other Amounts                                                      11

ARTICLE VI ADMINISTRATION                                                 11

   6.1 Committee                                                          11

   6.2 Committee Action                                                   11

   6.3 Powers and Duties of the Committee                                 11

   6.4 Committee and Interpretation                                       12
</TABLE>

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<TABLE>
<S>                                                                      <C>
   6.5 Compensation and Expenses                                          12

   6.6 Liability                                                          12

   6.7 Quarterly Statements                                               12

   6.8 Disputes                                                           12

ARTICLE VII MISCELLANEOUS                                                 13

   7.1 Unsecured General Creditor                                         13

   7.2 Restriction Against Assignment                                     13

   7.3 Withholding                                                        13

   7.4 Amendment, Modification, Suspension or Termination                 14

   7.5 Governing Law                                                      14

   7.6 Receipt or Release                                                 14

   7.7 Payments on Behalf of Persons Under Incapacity                     14

   7.8 No Continued Right to Employment                                   14

   7.9 Information                                                        14
</TABLE>

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                               KOHL'S CORPORATION

                               AMENDED & RESTATED

                           DEFERRED COMPENSATION PLAN

     WHEREAS, Kohl's Department Stores, Inc. ("KDS") established the 1993
Non-Qualified Deferred Compensation Plan as amended; and

     WHEREAS, Kohl's Corporation desires to amend and restate the Kohl's
Corporation Deferred Compensation Plan as a master plan to permit certain of its
and its affiliate entities' senior management employees to provide supplemental
retirement income benefits through the deferral of salary, bonus and incentive
compensation; and

     WHEREAS, KDS, a subsidiary of Kohl's Corporation, desires to amend and
restate the 1993 Non-Qualified Deferred Compensation Plan, as amended, to
conform to the provisions of this Kohl's Corporation Deferred Compensation Plan;

     NOW, THEREFORE, Kohl's Corporation and KDS hereby adopt, amend and restate,
as the case may be, effective November 13, 2002, as follows:

                                    ARTICLE I

                              TITLE AND DEFINITIONS

     1.1. Title. This Plan shall be known as the Kohl's Corporation Deferred
Compensation Plan.

     1.2. Definitions. Whenever the following words and phrases are used in this
Plan, with the first letter capitalized, they shall have the meaning specified
below:

     a)   "Account" or "Accounts" shall mean a Participant's Deferral Account.

     b)   "Base Salary" shall mean a Participant's annual base salary, excluding
Performance Bonuses, Equity Share Awards and all other remuneration for services
rendered to the Company.

     c)   "Beneficiary" or "Beneficiaries" shall mean the person or persons,
including a trustee, personal representative or other fiduciary, last designated
in writing by a Participant in accordance with procedures established by the
Committee to receive the benefits specified hereunder in the event of the death
of a Participant. No beneficiary designation shall become effective until it is
filed with the Committee. Any designation shall be revocable at any time through
a written instrument filed by the Participant with the Committee with or without
the consent of the previous Beneficiary. If there is no such designation, then
the surviving spouse of the Participant shall be the Beneficiary. If there is no
surviving spouse to receive any benefits

<PAGE>

payable in accordance with the preceding sentence, the estate of the Participant
shall be the Beneficiary. In the event any amount is payable under the Plan to a
minor, then payment shall be made to the duly appointed and currently acting
guardian of the estate for the minor or, if no guardian of the estate for the
minor is duly appointed and currently acting within sixty (60) days after the
date the amount becomes payable (or such extended period as the Committee
determines is reasonably necessary to allow such guardian to be appointed),
payment shall be deposited with the court having jurisdiction over the estate of
the minor. The Company may condition any payment hereunder on the receipt of
such release as the Company may request. Payment by the Company pursuant to any
unrevoked Beneficiary designation, or to the spouse or estate of the Participant
if no such designation exists, of all benefits owed hereunder shall terminate
any and all liability of Company.

     d)   "Board of Directors" shall mean the Board of Directors of the Company.

     e)   "Code" shall mean the Internal Revenue Code of 1986, as amended.

     f)   "Committee" shall mean the Committee appointed by the Board of the
Company to administer the Plan.

     g)   "Company" shall mean Kohl's Corporation and any successor corporations
and each corporation which is an "affiliate" member of a controlled group of
corporations (within the meaning of Section 414(b) of the Code) of which Kohl's
Corporation is a component member, if the Board of the Company and the Board of
Directors of the applicable corporation provides that such corporation shall
participate in the Plan.

     h)   "Compensation" shall mean Base Salary, Performance Bonuses, Equity
Share Awards and other compensation that the Participant is entitled to receive
for services rendered to the Company.

     i)   "Competition with the Company" means that a Participant, directly or
indirectly, whether as a partner, officer, director, employee, manager,
consultant or otherwise, during the one (1) year period following the
Participant's Termination of Employment performs services for any organization
which is or owns or provides advice to a retail department or retail specialty
store selling goods competitive with the Company or any of its affiliates in any
area which is within five (5) miles of any retail store operated by the Company
or any of its affiliates.

     j)   "Credit Rate" for each Fund shall mean an amount equal to the net gain
or loss on the assets deemed invested in each Fund by the Participant during
each month.

     k)   "Declining Balance Method" is the method by which the Account is to be
distributed in installments (a "Distribution") to a Participant or his
beneficiary following the Termination of a Participant. According to the
Declining Balance Method, a Distribution will be equal to a portion of the
Account remaining undistributed immediately prior to the Distribution multiplied
by a fraction, the numerator of which shall be one (1) and the denominator of
which shall be the number of periods during which Distributions remain to be
paid, including the period for which

                                       2

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the Distribution is being computed. Section V below shall govern the duration of
each period and the number of periods over which amounts credited to Accounts
may be distributed.

     l) "Deferral Account" shall mean the bookkeeping account maintained by the
Committee for each Participant that is credited with amounts equal to (1) the
portion of the Compensation the Participant elects to defer; and (2) net
earnings and losses on such amount as provided herein; less (3) prior
withdrawals, forfeitures and expenses allocated by the Committee to the Deferral
Account of the Participant.

     m) "Dependent" shall mean an individual described in Section 152(a) of the
Code.

     n) "Disability," if the Participant is covered by an individual or group
long-term policy paid for by the Company, shall mean total disability as defined
in such policy without regard to any waiting period. If the Participant is
covered by both an individual and a group policy, Disability occurs under this
Plan when total disability occurs under either the individual or the group
policy, also without regard to any waiting period. If the Participant is not
covered by such a policy, Disability shall mean the Participant is suffering a
sickness, accident or injury which, in the judgment of a physician satisfactory
to the Committee, prevents the Participant from performing substantially all of
his/her normal duties for the Company. As a condition to any benefits, the
Committee may require the Participant to submit to such physical or mental
evaluations and tests as the Committee deems appropriate.

     o) "Distributable Amount" shall mean the amounts credited to the Deferral
Account of a Participant.

     p) "Early Distribution" (Unscheduled In-Service Withdrawal), "Programmed
Early Distribution" (Scheduled In-Service Withdrawals), and "Hardship
Withdrawals" shall be in-service withdrawals with different applications. (See
Article V, Sections 5.2, 5.3 and 5.4 respectively).

     q) "Effective Date" shall mean August 1, 1998, the effective date of this
amendment, restatement and adoption.

     r) "Eligible Employee" shall mean such management employees that are
actively employed by the Company on a full time basis as are designated by the
Board for participation in this Plan.

     s) "Equity Share Award" shall mean amounts payable to a Participant under
the terms of the Equity Incentive Plan of Kohl's Department Stores, Inc., the
Management Incentive Plan of Kohl's Department Stores, Inc., and such other
incentive compensation arrangements as the Committee determines to be eligible
to be included as an Equity Share Award.

     t) "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

     u) "Fund" or "Funds" shall mean one or more of the investment funds
selected by the Committee from time to time.

                                        3

<PAGE>

     v)   "Initial Election Period" for an Eligible Employee shall mean the
period from August 20, 1997 to September 30, 1997, or, if later, the thirty (30)
day period following the date the employee initially becomes an Eligible
Employee.

     w)   "Participant" shall mean any Eligible Employee who becomes a
Participant in accordance with Article II hereof.

     x)   "Payment Date" shall mean on the last day of the Company's fiscal
quarter (or such other date determined by the Committee) following the Company's
fiscal quarter in which Participant's Termination of Employment occurred.

     y)   "Performance Bonuses" shall mean the performance bonus earned during a
Plan Year, whether or not paid during such Plan Year as such performance bonuses
may be determined by the Company.

     z)   "Plan" shall mean the Kohl's Corporation Deferred Compensation Plan
set forth herein, as amended from time to time.

     aa)  "Plan Year" shall mean the twelve (12) consecutive monthly periods
beginning on January 1 and ending on December 31 of each year, or such shorter
period beginning on the date an Eligible Employee becomes a Participant and
ending on the last day of the calendar year.

     bb)  "Policy" shall mean any insurance policy purchased in connection with
this Plan.

     cc)  "Reasonable Cause" shall mean any of the following with respect to the
Participant's position of employment with the Company:

          (i)    Gross negligence, fraud or willful violation of any law or
     significant Company policy committed in connection with the position of the
     Participant with the Company; or

          (ii)   Failure to substantially perform (for reasons other than
     Disability) the duties reasonably assigned or appropriate to the position
     of the Participant.

     dd) "Retirement" shall mean:

          (i)    for employees hired before August 31, 1988, the date on which
     an employee attains age 65;

          (ii)   for employees hired after August 31, 1988, the later of the
     date on which an employee attains age 65 or the fifth anniversary of the
     employee's participation in the Company's retirement program; or

          (iii)  such other ages and length of service the Committee shall from
     time to time determine to allow Participants to qualify for normal
     retirement under the Plan.

                                       4

<PAGE>

     ee)  "Early Retirement" shall mean the date on which an employee has been
employed by the Company for ten (10) years on or after the employee attains age
55.

     ff)  "Termination of Employment" shall mean the Participant ceases to be
actively employed by the Company for any reason on a full time basis.

     gg)  "Trust" shall mean the Trust created by the Company into which the
Company shall deposit funds pursuant to paragraph 4.2 of the Plan.

                                   ARTICLE II

                          ELIGIBILITY AND PARTICIPATION

     2.1. Eligibility. The Board shall from time to time determine the employees
of the Company that are Eligible Employees. The Committee shall promptly notify
each employee of the Company designated as an Eligible Employee of his/her right
to participate in the Plan. The designation of an employee of the Company as an
Eligible Employee for any Plan Year shall not confer upon such employee a right
to continue as an Eligible Employee in any other Plan Year.

     2.2. Participant. A Participant in the Kohl's Department Stores, Inc. 1993
Deferred Compensation Plan immediately prior to the Effective Date shall
continue such participation as a Participant in this Plan. An employee of the
Company who was an Eligible Employee prior to the Effective Date, but not a
Participant, may become a Participant in accordance with rules established by
the Committee. An employee of the Company who becomes an Eligible Employee may
become a Participant in the Plan in accordance with rules established by the
Committee.

                                   ARTICLE III

                               DEFERRAL ELECTIONS

     3.1. Elections to Defer Compensation.

     a)   General Rule. The amount of Compensation which an Eligible Employee
may elect to defer is Compensation earned on or after the effective date of the
election by the Eligible Employee to defer in accordance with this Article III.
The Eligible Employee shall generally be eligible to defer a percentage or
dollar amount of compensation which shall not exceed one hundred percent (100%)
of the Eligible Employee's Compensation, provided that the total amount deferred
by a Participant shall be limited in any calendar year, if necessary, to an
amount in excess of the amount required to satisfy social security tax
(including Medicare and any other applicable tax or similar assessment), income
tax and employee benefit plan withholding requirements as determined by the
Committee. The minimum deferral that may be made for any Plan Year by an
Eligible Employee shall not be less than Five Thousand Dollars ($5,000.00),
provided, however, the minimum deferral for the Initial Election Period for
participation pursuant to 3.1 shall be prorated based on the number of months of
participation remaining in the calendar year.

                                        5

<PAGE>

     b)   Initial Election Period. The Committee shall establish rules regarding
(i) the participation by employees of the Company who were not Eligible
Employees prior to the Effective Date; (ii) the participation of employees of
the Company who were Eligible Employees prior to the Effective Date but were not
Participants; and (iii) additional deferrals of compensation by previous
Participants.

     c)   Annual Election. An employee's election during the Initial Election
Period to defer Base Salary shall be in effect for all Plan Years unless on or
before December 15th of the year prior to the applicable year the Participant
changes or terminates his/her election and such amended election shall be
applicable until amended or revoked as provided herein. An Eligible Employee's
election during the Initial Election Period to defer any other Compensation
shall be in effect only for the Plan Year to which such election relates. Any
subsequent election with respect to Compensation must be filed by December 15th
of the year prior to the year the Compensation is earned. The failure to make an
election with respect to any other Compensation earned during the Plan Year
shall result in no deferral of Compensation for such Plan Year. The Committee
shall from time to time promulgate rules applicable to elections to defer
Compensation.

     d)   Duration of Compensation Deferral Election. An Eligible Employee's
initial election in accordance with this Plan shall be effective on the first
day of the first pay period beginning after such Initial Election Period. An
Eligible Employee's election after the Initial Election Period in accordance
with this Plan shall be effective on the first day of the Plan Year following
such election.

     3.2. Investment Elections.

     a)   The Committee shall from time to time select types of investment Funds
and specific Funds available for investment designation by Participants with
respect to Deferral Accounts. The Committee shall notify Participants of the
type of Funds and the specific Funds selected from time to time. At the time of
making the deferral elections described in Section 3.1, each Participant shall
designate, on a form provided by the Committee, the types of investment funds
the Account of the Participant will be deemed to be invested in for purposes of
determining the Credit Rate to be credited to that Account. In making the
designation, a Participant may specify that all or any percentage of his/her
Deferral Account (in one percent (1%) or more whole percentage increments) be
deemed to be invested in one or more of the types of investment funds selected
by the Committee.

     Effective as of the end of any calendar month, a Participant may change the
investment designation made by filing an election by the 25th day of any
calendar month, on a form provided by the Committee, or, if available, by making
the change in investment designation on-line, on a web site established for this
purpose. Such change shall be effective as of the beginning of the next calendar
month. If a Participant fails to timely elect a type of Fund, he/she shall be
deemed to have elected the money market type of investment Fund or such other
Fund as the Committee may from time to time designate as the Fund to be employed
if no timely election is made. A Participant may make investment elections
either prior to or after Termination of Employment, or

                                       6

<PAGE>

in the event of a Participant's death, the Beneficiary designated by the
Participant may make investment elections.

     b)   Although the Participant may designate the type of investment Funds,
the Committee shall not be bound to invest such amount in any specific Fund and
shall have no liability to Participants for failure to so invest. The Committee
shall select from time to time, in its sole discretion, commercially available
investment Funds of the investment types determined from time to time by the
Committee. The Committee may from time to time select alternate Funds in
addition to or in replacement of Funds previously selected. The Credit Rate of
each such commercially available investment fund shall be used to determine the
amount of earnings or losses to be credited to the Account of the Participant.

                                   ARTICLE IV

                           ACCOUNTS AND TRUST FUNDING

     4.1. Deferral Accounts. The Committee shall establish and maintain a
Deferral Account for each Participant under the Plan. Each Participant's
Deferral Account shall be further divided into separate subaccounts ("Investment
Fund Subaccounts"), each of which corresponds to an investment Fund selected by
the Participant. A Participant's Deferral Account shall be credited as follows:

     a)   As of the last day of each month, the Committee shall credit the
Participant's Deferral Account with an amount equal to Compensation deferred by
the Participant during each pay period occurring in that month in accordance
with the deferral election of the Participant. Compensation that the Participant
has elected to be deemed to be invested in a certain type of Fund shall be
credited to the Investment Fund Subaccount as of the end of the month.

     b)   As of the last day of each month, each Investment Fund Subaccount of a
Participant's Deferral Account shall be credited with earnings or losses in an
amount equal to that determined by multiplying the balance credited to such
Investment Fund Subaccount as of the last day of the preceding month by the
Credit Rate for the applicable month for the corresponding Fund in which the
amount is deemed invested.

     4.2. Trust Funding. The Company has created a Trust into which the Company
shall deposit amounts equal to the amounts deferred by Participants. The Company
shall cause the Trust to be funded each month. The Company shall contribute to
the Trust an amount equal to the amount deferred by each Participant for each
month during the Plan Year.

     Although the principal of the Trust and any earnings thereon shall be held
separate and apart from other funds of Company and except as otherwise provided
herein, shall be used exclusively for the uses and purposes of Plan Participants
and beneficiaries as set forth therein, neither the Participants nor their
beneficiaries shall have any preferred claim on, or any beneficial ownership in,
any assets of the Trust prior to the time such assets are paid to the
Participants or beneficiaries as benefits and all amounts credited under this
Plan shall represent unsecured contractual rights of Plan Participants and
beneficiaries against the Company. Any assets held in

                                       7

<PAGE>

the Trust will be subject to the claims of general creditors of the Company
under federal and state law in the event of insolvency as defined in the Trust.

     Except as provided above and except for amounts forfeited by a Participant
hereunder, the assets of the Plan and Trust shall not inure to the benefit of
the Company other than in the case of insolvency as defined in the Trust and the
same shall be held for the purpose of providing benefits to Participants and
their beneficiaries and defraying reasonable expenses of administering the Plan
and Trust.

                                    ARTICLE V

                      DISTRIBUTION OF DEFERRED COMPENSATION

     5.1. Distribution Due to Termination of Employment. In the case of a
Termination of Employment of a Participant, the Distributable Amount shall be
paid to the Participant (and after his/her death to his/her Beneficiary) in the
form of calendar quarterly installments over fifteen years (15) years beginning
on his/her Payment Date on the Declining Balance Method. Notwithstanding the
foregoing, a Participant described in the preceding sentence may elect one of
the following optional forms of distribution provided that his/her election is
filed with the Committee at least one (1) year prior to his/her Termination of
Employment:

     a)   A lump sum distribution on the Participant's Payment Date; or

     b)   Calendar quarterly installments over a period of whole years as
selected by the Participant which is at least one (1) year but not more than
fourteen (14) years beginning on the Participant's Payment Date on the Declining
Balance Method.

Notwithstanding any election by a Participant, in the event (X) a Participant's
employment is terminated (i) voluntarily by the Participant (but not as a result
of Retirement or Early Retirement); or (ii) by the Company for Reasonable Cause,
(Y) the Participant engages in Competition with the Company following
Termination of Employment, or (Z) the Participant's Distributable Amount at any
time following Termination of Employment is not more than Twenty-Five Thousand
Dollars ($25,000.00), the Committee may determine that such Participant
Distributable Amount shall be paid in a lump-sum distribution.

     c)   In the case of a Participant who dies while employed by the Company,
the Company will pay the Participant such additional benefit, if any, as the
Committee may from time to time determine to pay from insurance benefits as a
result of the death of the Participant.

     d)   In the event a Participant dies after his Termination of Employment
and still has a balance in his/her Deferral Account, the balance of such
Deferral Account shall continue to be paid in quarterly installments for the
remainder of the period as elected by the Participant to the Beneficiary
designated by the Participant.

                                       8

<PAGE>

     5.2. Early Distribution. A Participant shall be permitted to elect an Early
Distribution from his/her Deferral Account prior to the Payment Date, subject to
the following restrictions:

     a)   The election to take an Early Distribution shall be made by completing
a form prescribed by and filed with the Committee prior to the end of any
calendar month (the "Filing").

     b)   A Participant shall specify the amount the Participant has elected for
Early Distribution. The amount of the Early Distribution shall in all cases not
exceed ninety percent (90%) of the total Deferral Account as of the end of the
calendar month during which request is made. A Participant who elects an Early
Distribution shall permanently forfeit an amount equal to ten percent (10%) of
the amount elected for Early Distribution from such Participant's Deferral
Account. The Company shall have no obligations to the Participant or his/her
Beneficiary with respect to any forfeited amount.

     c)   The amount described in subsection (b) above shall be paid in a single
cash lump sum as soon as practicable after the end of the calendar month in
which the Early Distribution election is made.

     d)   If a Participant receives an Early Distribution, the Participant will
be ineligible to participate in the Plan for the balance of the Plan year during
which the Early Distribution occurs and for the following Plan Year.

     5.3. Programmed Early Distributions. A Participant shall be permitted to
elect a Programmed Early Distribution from his/her Deferral Account prior to the
Payment Date, subject to the following restrictions:

     a)   The election to take a Programmed Early Distribution shall be made by
submitting a Filing requesting such Distribution prior to the end of any
calendar month;

     b)   The amount of the Programmed Early Distribution shall be as specified
in the Filing;

     c)   The amount described in Subsection (b), above, shall be paid in a
single lump sum on the date set forth in the Filing, but in no event prior to
the end of the twenty-fourth (24th) full month after submittal of the Filing by
Participant;

     d)   So long as the balance in Participant's Deferred Account is a minimum
of $25,000 at the time of Participant's election to do so, Participant may elect
to receive the amount described in subsection (b) above in not less than two (2)
and no more than five (5) annual equal installments, payable over the period
specified by Participant in the Filing, commencing at the end of the
twenty-fourth (24th) full month after submittal of the Filing by Participant;

     e)   If a Participant receives an Early Distribution, the Participant will
be ineligible to participate in the Plan for the balance of the Plan year during
which the Early Distribution occurs and for the following Plan Year.

                                       9

<PAGE>

     5.4. Hardship Withdrawals.

     a)   Any Participant who has been determined by the Committee to have
incurred a "Financial Hardship" as defined herein may request and receive a
withdrawal of all or part of his/her Account balance.

     b)   In the event a Participant desires to withdraw an amount as a
Financial Hardship withdrawal:

               1)   The Participant shall deliver a request for such withdrawal
     to the Committee setting forth the amount requested and the factual basis
     for such hardship request. The request for withdrawal shall be in a form
     which complies with requirements, if any, established by the Committee.

               2)   If the Participant's request for Financial Hardship
     withdrawal is approved by the Committee, the distribution shall be made on
     the last day of the month following such approval and the Participant shall
     be ineligible to participate in the Plan for the balance of the Plan Year.

               3)   If the Participant's request for Financial Hardship
     withdrawal is denied by the Committee, in whole or in part, the Committee
     shall notify the Participant of such denial.

     c)   "Financial Hardship" is defined as an immediate and significant
financial need of the Participant where such Participant lacks other available
resources. Notwithstanding the foregoing, only the following financial needs
shall be considered immediate and significant:

               1)   Expenses incurred due to a sudden and unexpected illness or
     accident of the Participant or of a dependent of the Participant;

               2)   Loss of the Participant's property due to casualty; or

               3)   Such other similar, extraordinary and unforeseeable
     circumstances arising as a result of events beyond the control of the
     Participant.

     d)   Notwithstanding the foregoing, a distribution will be considered as
necessary to satisfy an immediate and significant financial need of the
Participant only if such need has not and cannot be relieved:

               1)   Through reimbursement or compensation by insurance or
     otherwise;

               2)   By liquidation of the assets of the Participant, to the
     extent the liquidation of such assets would not itself cause severe
     financial hardship;

               3)   Be cessation of deferrals under the Plan; or

                                       10

<PAGE>

               4)   By borrowing funds from any source, to the extent such
     borrowing of funds would not itself cause severe financial hardship.

     5.5. Other Amounts. Any amounts not required to be paid to the Participants
hereunder shall belong to the Company and no Participants shall have any rights
thereto.

                                   ARTICLE VI

                                 ADMINISTRATION

     6.1. Committee. The Committee shall be appointed by, and serve at the
pleasure of, the Board. The number of members comprising the Committee shall be
determined by the Board from time to time. A member of the Committee may resign
by delivering a written notice of resignation to the Board. The Board may remove
any member. Vacancies in the membership of the Committee shall be filled
promptly by the Board.

     6.2. Committee Action. The Committee shall act at meetings by affirmative
vote of a majority of the members of the Committee. Any action permitted to be
taken at a meeting may be taken without a meeting if a written consent to the
action is signed by all members of the Committee. A member of the Committee
shall not vote or act upon any matter which relates solely to himself/herself as
a Participant. The chairman or any other member or members of the Committee
designated by the chairman may execute any certificate or other written
direction on behalf of the Committee.

     6.3. Powers and Duties of the Committee. The Committee shall administer the
Plan in accordance with its terms, and shall have all powers necessary to
accomplish its purposes including, but not by way of limitation, the following:

     a)   To select the types of investments and the Funds in accordance with
Section 3.2 hereof;

     b)   To construe and interpret the provisions of this Plan;

     c)   To compute the amount of benefits payable to Participants and their
Beneficiaries.

     d)   To maintain all records that may be necessary for the administration
of the Plan;

     e)   To provide for the disclosure of all information and the filing of all
reports and statements to Participants, Beneficiaries or governmental agencies
as shall be required by law;

     f)   To make and publish rules, definitions and procedures for
administration of the Plan;

     g)   To appoint a plan administrator or any other agent, and to delegate to
them such powers and duties in connection with the administration of the Plan as
the Committee may from time to time prescribe; and

     h)   To take all actions necessary or in its best interests for the
administration of the Plan.

                                       11

<PAGE>

     6.4. Committee and Interpretation. The Committee shall have full discretion
to construe and interpret the terms and provisions of this Plan, which
interpretations or construction shall be final and binding on all parties
including, but not limited to, the Company and any Participant or Beneficiary.

     6.5. Compensation and Expenses.

     a)   The members of the Committee shall serve without compensation for
their services hereunder.

     b)   The Committee is authorized at the expense of the Company to employ
such legal counsel as it may deem advisable to assist in the performance of its
duties hereunder. The Committee may require Participants to pay expenses and
fees incurred in connection with the administration of the Plan. To the extent
authorized by Company, expenses and fees in connection with the administration
of the Plan shall be paid by the Company.

     6.6. Liability. Neither the Committee nor any member of the Committee nor
the Company nor any other person who is acting on behalf of the Committee or the
Company shall be liable for any act or failure to act hereunder except for gross
negligence or fraud. Such persons shall be indemnified and held harmless against
any and all claims, damages, liabilities, costs and expenses (including
attorneys' fees) arising by reason of any good faith error of omission or
commission with respect to any responsibility, duty or action hereunder.

     6.7. Quarterly Statements. The Committee, under procedures established by
it, shall provide a statement with respect to each Account of the Participant on
a quarterly basis.

     6.8. Disputes.

     a)   An individual who believes that he/she is being denied a benefit to
which he/she is entitled under this Plan (hereinafter referred to as "Claimant")
may file a written request for such benefit with the Committee setting forth
his/her claim. The request must be addressed to the Chairman of the Committee at
its then principal place of business.

     b)   Upon receipt of a claim, the Committee shall deliver a reply within a
ninety (90) day period after receipt of the claim. The Committee may, however,
extend the reply period for an additional ninety (90) days by notice to the
Claimant.

If the claim is denied in whole or in part, the Committee shall inform the
Claimant in writing, using language calculated to be understood by the Claimant,
setting forth: (i) the specified reason or reasons for such denial; and (ii)
appropriate information as to the procedure to be followed if the Claimant
wishes to submit the claim for review.

     c)   Within sixty (60) days after the receipt by the Claimant of the
opinion of the Committee, the Claimant may request in writing that the Company
review the determination of the Committee. Such request must be addressed to the
secretary of the Company at its then principal place of business. The Claimant
or his/her duly authorized representative may, but need not, review the
pertinent documents and submit issues and comments in writing for

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consideration by the Company. If the Claimant does not request a review within
such sixty (60) day period, the Claimant shall be barred and estopped from
challenging the Committee's determination.

     d)   Within ninety (90) days after the Company's receipt of a request for
review, after considering all materials presented by the Claimant, the Company
will inform the Participant in writing, in a manner calculated to be understood
by the Claimant, of its decision setting forth the specific reasons for the
decision. If special circumstances require that the ninety (90) day time period
be extended, the Company will so notify the Claimant and will render the
decision as soon as possible, but no later than one hundred eighty (180) days
after receipt of the request for review. The decision of the Company shall be
final, binding and conclusive upon Claimant.

                                   ARTICLE VII

                                  MISCELLANEOUS

     7.1. Unsecured General Creditor. Participants and their Beneficiaries,
heirs, successors, and assigns shall have no legal or equitable rights, claims
or interest in any specific property or assets of the Company. No assets of the
Company shall be held in any way as collateral security for the fulfilling of
the obligations of the Company under this Plan. Any and all of the Deferral
Accounts shall remain the Company's assets and shall remain the general
unpledged and unrestricted assets of the Company. The Company's obligation under
the Plan shall be merely that of an unfunded and unsecured promise of the
Company to pay money in the future, and the rights of the Participants and
Beneficiaries shall be no greater than those of unsecured general creditors. It
is the intention of the Company that this Plan be unfunded for purposes of the
Code and for purposes of Title I of ERISA.

     7.2. Restriction Against Assignment. The Company shall pay all amounts
payable hereunder only to the person or persons designated according to the Plan
and not to any other person or corporation. No part of a Participant's Accounts
shall be liable for the debts, contracts, engagements of any Participant,
his/her Beneficiary, or successors in interest, nor shall a Participant's
Accounts be subject to execution by levy, attachment, or garnishment or by any
other legal or equitable proceeding, nor shall any such person have any right to
alienate, anticipate, sell, transfer, commute, pledge, encumber, or assign any
benefits or payments hereunder in any manner whatsoever. If any Participant,
Beneficiary or successor in interest is adjudicated bankrupt or purports to
anticipate, alienate, sell, transfer, commute, assign, pledge, encumber, or
charge any distribution or payment from the Plan, voluntarily or involuntarily,
the Committee, in its sole discretion, may cancel such distribution or payment
(or any part thereof) to or for the benefit of such Participant, Beneficiary or
successor in interest in such manner as the Committee shall direct.

     7.3. Withholding. There shall be deducted from each payment made under the
Plan or any other Compensation payable to the Participant (or Beneficiary) all
taxes which are required to be withheld by the Company in respect to such
payment or this Plan. The Company shall have the right to reduce any payment (or
Compensation) by the amount of cash sufficient to provide the amount of said
taxes.

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     7.4. Amendment, Modification, Suspension or Termination. The Company may
amend, modify, suspend or terminate the Plan in whole or in part, except that no
amendment, modification, suspension or termination shall have any retroactive
effect to reduce any amounts allocated to a Participant's Account (neither the
Policies themselves, nor the death benefit shall be treated as allocated to any
Account). In the event this Plan is terminated (other than as a result of a
Change in Control, as defined in the Trust), the amounts allocated to a
Participant's Account shall be distributed to the Participant or, in the event
of his/her death, his/her Beneficiary in a lump sum within thirty (30) days
following the date of Plan termination.

     Notwithstanding any provision contained in the Plan, in the event of a
Change in Control, as defined in the Trust, the provisions of the Trust with
regard to actions which may be taken in the event of a Change in Control shall
prevail over the terms and conditions set forth in the Plan. Notwithstanding
anything contained in the Plan or the Trust and notwithstanding any election
made by a Participant, all elections to defer Compensation made by a Participant
for amounts earned subsequent to a Change in Control shall terminate and be of
no force or effect.

     7.5. Governing Law. This Plan shall be construed, governed and administered
in accordance with the laws of the State of Wisconsin.

     7.6. Receipt or Release. Any payment to a Participant or the Participant's
Beneficiary in accordance with the provisions of the Plan shall, to the extent
thereof, be in full satisfaction of all claims against the Committee and the
Company. The Committee may require such Participant or Beneficiary, as a
condition precedent to such payment, to execute a receipt and release to such
effect.

     7.7. Payments on Behalf of Persons Under Incapacity. In the event that any
amount becomes payable under the Plan to a person who, in the sole judgment of
the Committee, is considered by reason of physical or mental condition to be
unable to give a valid receipt therefor, the Committee may direct that such
payment be made to any person found by the Committee, in its sole judgment, to
have assumed the care of such person.

     7.8. No Continued Right to Employment. The designation of a key employee as
an Eligible Employee under this Plan shall not be construed as conferring upon
such employee any right to remain employed by the Company or obligate the
Company to continue the employment of the employee or limit the right of the
Company to discipline the employee or terminate the employee's employment.
Termination of Employment of the Participant with the Company for any reason,
whether by action of the Company or employee, shall immediately terminate the
employee's participation in the Plan and all further obligations of the Company
under the Plan to the employee, except for obligations incurred prior to
Termination of Employment. In no event shall this Plan, by its terms or
implication, constitute an employment contract of any nature between the Company
and the employee.

     7.9. Information. Each person, whether a Participant, a duly designated
beneficiary of a Participant, a guardian or any other person, entitled to
receive payment under the Plan shall

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provide the Committee with such information or documents as the Committee may
from time to time deem necessary or in its best interests in administering the
Plan.

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