Exhibit (10)C


TARGET CORPORATION


DIRECTOR DEFERRED COMPENSATION PLAN


 


(As amended and restated on
September 12, 2007)


ARTICLE I


 


GENERAL


 


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


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


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


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


(a)                                 Target Corporation, a Minnesota
corporation.


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


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


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


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


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


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

















 


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


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


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


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


ARTICLE II


 


DEFINITIONS


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


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


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


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


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


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


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


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


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


 


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


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


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


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


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


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


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


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


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


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


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


ARTICLE III


 


ELIGIBILITY


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


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


 


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Sec  3.2          No Guarantee of Continued
Directorship.  Participation in the
Plan does not constitute a guarantee or contract with any Participating
Employer guaranteeing that the Director will continue to be a director.  Such participation shall in no way interfere
with any rights the shareholders of a Participating Employer would have in the
absence of such participation to determine the duration of the director’s
service.


ARTICLE IV


 


PARTICIPATION AND BENEFITS


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


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


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


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


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


Sec  4.3          Crediting Rate Alternatives.  The Participant shall select the Crediting
Rate Alternatives, using full percentages, that are to be applied to his or her
Deferral Accounts.


 


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Participants
may change their Crediting Rate Alternatives daily, by completing a Rate of
Return Alternative Change Form.  If a
Participant does not make an election, the Crediting Rate Alternative will be a
default Crediting Rate Alternative selected by the Committee.


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


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


(b)                                 Commencement of Benefit.


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


(ii)                                  A Participant may elect a lump sum
payment as of January 1 of the calendar year elected by the Participant at the
time of deferral.  If a Participant has a
Retirement prior to the fixed payment date, such amount shall be paid on the
earlier of: (A) within 60 days following January 1 in the tenth year following
the year of the Retirement, or (B) January 1 of the calendar year elected by
the Participant at the time of deferral. 
The Plan Administrator will establish Plan Rules, procedures and
limitations on establishing the number and times of the fixed payment dates
available for Participants to elect.


(iii)                               Consistent with transition relief
available under Code section 409A, and subject to Plan Rules, the Plan
Administrator, in its sole discretion, may offer an opportunity to Participants
to elect to receive a distribution of all or a portion of their Account prior
to Retirement.


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


(a)                                 Director.


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


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


 


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


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


ARTICLE V


 


CERTAIN BENEFIT PAYMENTS


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


Sec  5.2          Survivor Benefits


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


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


 


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


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


ARTICLE VI


 


BENEFICIARY DESIGNATION


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


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


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


ARTICLE VII


 


ADMINISTRATION OF PLAN


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


(a)                                 The Board.


(b)                                 The Chief Executive Officer of the
Company.


 


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


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


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


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


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


(c)                                  Any time the Plan has more than one Named
Fiduciary, if pursuant to the Plan provisions fiduciary responsibilities are
not already allocated among such Named Fiduciaries, the Company, by action of
the Board or its chief executive officer, may provide for such allocation.


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


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


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


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


Sec  7.5          General Fiduciary Standard.  Each fiduciary shall discharge his duties
with respect to the Plan solely in the interests of Participants and with the
care, skill, prudence and diligence under the circumstances then prevailing
that a prudent man acting in a like capacity


 


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and familiar with such
matters would use in the conduct of an enterprise of a like character and with
like aims.


 


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


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


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


Sec  7.9          Correction of Errors.  It is recognized that in the operation and
administration of the Plan certain mathematical and accounting errors may be
made or mistakes may arise by reason of factual errors in information supplied
to the Company or Trustee. The Company shall have power to cause such equitable
adjustments to be made to correct for such errors as the Company, in its
discretion, considers appropriate.  Such
adjustments shall be final and binding on all persons.


ARTICLE VIII


 


AMENDMENT AND TERMINATION OF PLAN


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


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


 


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


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


ARTICLE IX


 


MISCELLANEOUS


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


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


Sec  9.3          Protective Provisions.  Each Participant shall cooperate with the
Company by furnishing any and all information requested by the Company in order
to facilitate the payment


 


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


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


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


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


 


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