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  DAYTON HUDSON CORPORATION HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN




 
 

Amendment and Restatement of the Dayton Hudson Corporation
  Highly Compensated Capital Accumulation Plan    
  



WHEREAS,
the Board of Directors of the Dayton Hudson Corporation ("DHC") has authorized the Plan Committee to make amendments to the Dayton Hudson Corporation Highly Compensated Capital Accumulation
Plan ("Plan"). 


NOW
THEREFORE, effective November 1, 1998: 



	1.
	The
Plan is hereby amended and restated as set forth in the attachment hereto.



	2.
	Until
changed by action of the Committee, the default Credit Rating Alternative shall be the Stable Value Fund. 







	 	 	Plan Administrative Committee
	

 	
 	

  
 Bob Ulrich

Chairman of the Board

And Chief Executive Officer

Of Dayton Hudson Corporation
	

 	
 	

/s/ LARRY GILPIN   
 Larry Gilpin

Executive Vice President Team, Guest and

Community Relations
	

 	
 	

/s/ DOUG SCOVANNER   
 Doug Scovanner

Sr. Vice President Finance and CFO
	

 	
 	

/s/ ARNOLD CHU   
 Arnold Chu

Director Executive Compensation





Constituting
a voting majority of the Plan Administrative Committee. 











	#20587v3	11-14-94

Amended 12-14-94

Effective 1-1-95

Amended 4-10-96

Amended 11-6-96

Effective 1-1-97

Amended and Restated

Effective 6-30-97

Amended and Restated

Effective 11-1-98




 

DAYTON HUDSON CORPORATION    
    
    HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN    



  Table of Contents    




 



	 
	 

	ARTICLE I	GENERAL
	 	Sec. 1.1	Name of Plan
	 	Sec. 1.2	Purpose
	 	Sec. 1.3	Effective Date
	 	Sec. 1.4	Company
	 	Sec. 1.5	Participating Employers
	 	Sec. 1.6	Construction and Applicable Law
	 	Sec. 1.7	Rules of Construction
	 	Sec. 1.8	Discontinuance of Contributions
	

ARTICLE II	

DEFINITIONS
	 	Sec. 2.1	Base Compensation
	 	Sec. 2.2	Board
	 	Sec. 2.3	Committee
	 	Sec. 2.4	Credited Service
	 	Sec. 2.4.1	EDCP
	 	Sec. 2.5	EMG
	 	Sec. 2.6	ERISA
	 	Sec. 2.7	Highly Compensated Employee
	 	Sec. 2.8	Named Fiduciary
	 	Sec. 2.9	Participant
	 	Sec. 2.10	Person
	 	Sec. 2.11	Plan Year
	 	Sec. 2.12	Rate of Return Alternative Change Form
	 	Sec. 2.13	SMG
	 	Sec. 2.14	Signature
	 	Sec. 2.15	Termination of Employment
	

ARTICLE III	

PARTICIPATION
	 	Sec. 3.1	Eligibility
	 	Sec. 3.2	No Guarantee of Employment
	

ARTICLE IV	

BENEFITS
	 	Sec. 4.1	Eligibility for Severance Pay
	 	Sec. 4.2	Definitions
	 	Sec. 4.3	Vesting
	 	Sec. 4.4	Amount of Severance Pay
	 	Sec. 4.5	Limitation on the Amount of Severance Pay
	 	Sec. 4.6	Payment of Severance Pay
	 	Sec. 4.7	Reduction If Parachute Payment






	 	Sec. 4.8	Assignment and Alienation of Benefits
	 	Sec. 4.9	EDCP
	

ARTICLE V	

ADMINISTRATION OF PLAN
	 	Sec. 5.1	Administration by Company
	 	Sec. 5.2	Certain Fiduciary Provisions
	 	Sec. 5.3	Evidence
	 	Sec. 5.4	Records
	 	Sec. 5.5	General Fiduciary Standard
	 	Sec. 5.6	Claims Procedure
	 	Sec. 5.7	Waiver of Notice
	 	Sec. 5.8	Agent For Legal Process
	 	Sec. 5.9	Indemnification
	

ARTICLE VI	

AMENDMENT AND TERMINATION
	 	Sec. 6.1	Amendment
	 	Sec. 6.2	Automatic Termination of Plan
	 	Sec. 6.3	Payments Upon Automatic Termination
	

ARTICLE VII	

MISCELLANEOUS PROVISIONS
	 	Sec. 7.1	Funding
	 	Sec. 7.2	Severability











  



 
 

DAYTON HUDSON CORPORATION    
    
    HIGHLY COMPENSATED CAPITAL ACCUMULATION PLAN    



 
 
 
 
  ARTICLE I    
    
    GENERAL    



 
 
 

 
 
       Sec. 1.1  Name of Plan.
  The name of the Plan set forth herein is the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan. It is referred to herein as the "Plan." 


 
 
 

 
 

      Sec. 1.2  Purpose.
  The Plan provides severance benefits under defined circumstances. The additional severance benefits are provided because of reductions in pension and savings plan benefits to Highly
Compensated Employees because of government laws and regulations. 


 
 
 

 
 

      Sec. 1.3  Effective Date.
  The Effective Date of the Plan is January 1, 1989. 


 
 
 

 
 

       Sec. 1.4  Company.
  "Company" means all of the following: 



	(a)
	Dayton
Hudson Corporation, a Minnesota corporation.



	(b)
	Any
successor of Dayton Hudson Corporation (whether direct or indirect, by purchase of a majority of the outstanding Voting Stock of Dayton Hudson Corporation or all or
substantially all of the assets of Dayton Hudson 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. The other Participating Employers on the Effective Date are: 



Dayton's
Commercial Interiors, Inc. (Minnesota)

Dayton's Travel Service, Inc. (Minnesota)

Mervyn's (California)

DHC Milwaukee, Inc. (Wisconsin)

DHC Wisconsin, Inc. (Wisconsin)

Marshall Field & Company (Delaware)

Marshall Field Stores, Inc. (Delaware)

Retailers National Bank 


 
 
 


 
 

       Sec. 1.6  Construction and Applicable Law.
  The Plan is intended to be a welfare benefit plan subject to the applicable requirements of ERISA. The Plan shall be administered and construed consistently with said intent. It shall
also be construed and administered according to the laws of the State of Minnesota to the extent such laws are not preempted by laws of the United States of America. 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)
	Any
references to the masculine gender include the feminine and vice versa.



	(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.
 
 
 




 
 

      Sec. 1.8  Discontinuance of Contributions.
  Notwithstanding any provision of this Plan to the contrary: 



	(a)
	No
individual shall become a Participant in this Plan on or after January 1, 1997.



	(b)
	No
Regular Contribution under Sec. 4.2(c) or DHC 401(k) Make-Up Contribution under Sec. 4.2(e) shall be made to any Account for any Plan Year commencing on or after
January 1, 1997.
 
 
 




ARTICLE II    
    
    DEFINITIONS    



 
 
       Sec. 2.1  Base Compensation.
  "Base Compensation" means the salary, bonus and commission, if any, paid in a calendar year. 


 
 
 


 
 

      Sec. 2.2  Board.
  "Board" means the board of directors of the Company, and includes any committee thereof authorized to act for said board of directors. 


 
 
 

 
 

       Sec. 2.3  Committee.
  "Committee" means the Plan Administrative Committee appointed in accordance with Section 5.1(c) 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. 2.4  Credited Service.
  "Credited Service" of a Participant means the number of years of service for vesting purposes a Participant would have under the applicable defined benefit pension plan of the Company
and/or a Participating Employer. 


 
 
 

 
 

      Sec. 2.4-1  EDCP.
  "EDCP" means the Dayton Hudson Corporation Executive Deferred Compensation Plan. 


 
 
 

 
 

       Sec. 2.5  EMG.
  An "EMG" is a member of the Executive Management Group of the Company or a Participating Employer, as that term is defined by the Vice President of Personnel. 


 
 
 

 
 

       Sec. 2.6  ERISA.
  "ERISA" means the Employee Retirement Income Security Act of 1974 as from time to time amended. 


 
 
 

 
 

       Sec. 2.7  Highly Compensated Employee.
  "Highly Compensated Employee" of the employer for any calendar year means an individual described in Code section 414(q). For purposes of the preceding sentence, each Employee
who received compensation from the employer in excess of $50,000 (as indexed for cost of living increases for each calendar year after 1987 as provided in the applicable Treasury regulations) for the
prior year is a "Highly Compensated Employee." For purposes of this section, "employer" includes all Participating Employers and any entity under common control with a Participating Employer. 


 
 
 

 
 

       Sec. 2.8  Named Fiduciary.
  The Company is a "Named Fiduciary" for purposes of ERISA with authority to control and manage the operation and administration of the Plan. Other persons are also Named Fiduciaries
under ERISA if so provided thereunder or if so identified by the Company, by action of the Board or the Chief Executive Officer. Such other person or persons shall have such authority to control or
manage the operation and administration of the Plan as may be provided by ERISA or as may be allocated by the Company, by action of the Board. 


 
 
 


 



 
 

      Sec. 2.9  Participant.
  "Participant" means a person described as such in Article III. 


 
 
 

 
 

       Sec. 2.10  Person.
  "Person" means an individual, partnership, corporation, estate, trust or other entity. 


 
 
 


 
 

      Sec. 2.11  Plan Year.
  "Plan Year" means the period commencing with the Effective Date and ending December 31, 1989 and each subsequent calendar year. 


 
 
 

 
 

       Sec. 2.12  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. 2.13  SMG.
  A "SMG" is a member of the Senior Management Group of the Company or a Participating Employer, as that term is defined by the Company corporate staff. 


 
 
 

 
 

      Sec. 2.14  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. 


 
 
 

 
 

      Sec. 2.15  Termination of Employment.
  The "Termination of Employment" of an Employee from his Participating Employer for purposes of the Plan shall be deemed to occur upon his resignation, discharge, retirement, death,
failure to return to active work at the end of an authorized leave of absence or the authorized extension or extensions thereof, failure to return to work when duly called following a temporary
layoff, or upon the happening of any other event or circumstance which, under the policy of his Participating Employer, as in effect from time to time, results in the termination of the
employer-employee relationship; provided, however, that "Termination of Employment" shall not be deemed to occur upon a transfer between any combination of Participating Employers, affiliates and
predecessor employers. 


 
 
 
 
 

ARTICLE III    
    
    PARTICIPATION    



 
 
 

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



	(a)
	An
Employee will become a Participant only if he or she is a Highly Compensated Employee.



	(b)
	If
an Employee is a SMG or EMG or eligible to participate in the EDCP, he or she cannot become a Participant.



	(c)
	If
an Employee ceases to be a Highly Compensated Employee, he or she will continue to be a Participant, but no additions will be added to the Employee's Account, except Interest.



	(d)
	If
a Participant becomes a SMG or EMG, additions will be added to the Employee's Account for the Plan Year in which the Participant became a SMG or EMG.



	(e)
	The
Employee must sign an enrollment and insurance consent form in the form that the Company determines. The insurance consent form will allow the Company to purchase life insurance
on the Employee with the Company as beneficiary.



	(f)
	The
Employee must sign a beneficiary designation form with respect to the Employee's Account and Special Survivor Benefit, if any.
 
 
 




 
 

       Sec. 3.2  No Guarantee of Employment.
  Participation in the Plan does not constitute a guarantee or contract of employment with any Participating Employer. Such participation shall in no way interfere with any rights a
Participating
Employer would have in the absence of such participation to determine the duration of the Employee's employment. 


 
 
 


 


 
 

ARTICLE IV    
    
    BENEFITS    



 
 
 

 
 

      Sec. 4.1  Eligibility for Severance Pay.
  A Participant shall be eligible for severance pay under the Plan if the Participant has a Termination of Employment. The amount of the Participant's Account that will be paid is
determined by the vesting schedule set forth in this Article IV. 


 
 
 

 
 

       Sec. 4.2  Definitions.
  The following definitions shall apply to this Article IV. 



	(a)
	Account.
"Account" is the bookkeeping record the Company maintains for each Participant recording the amount of severance benefits the Participant is
entitled to.



	(b)
	Earnings.
"Earnings" will be added to a Participant's Account as follows:

	(i)
	Crediting
Rate Alternatives. The Participant shall select the Crediting Rate Alternative, using full percentages, that
are to be applied to his or her Account. 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 the Crediting Rate Alternative selected by the Committee.



	(ii)
	Crediting.
Commencing January 1, 1997, each Account will be credited on the balance in the Account as
follows:

	(A)
	Employee.


	(i)
	Crediting
Rate Alternative. Each Deferral Account of an Employee 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 Participants' 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. 
















	(B)
	No
Credit for Terminated Employee. No Earnings will be credited to the Account of a Participant who has had a Termination of Employment for the month in
which the Termination of Employment occurs or any subsequent month.



	(C)
	Vesting
of Earnings. Each Participant who has a Termination of Employment and does not have five years of Credited Service will have his or her Account
revalued using only the Crediting Rate Alternative and not receiving the Enhancement. However, if a Participant's Termination of Employment is because of death or permanent and total disability, the
Participant will be treated as if he or she has five years of Credited Service. This paragraph will be applied before Sec. 4.3 is applied. 








	(iii)
	Defined
Terms. For purposes of this subsection (b), the following terms have the meanings assigned below:

	(A)
	Crediting
Rate. "Crediting Rate" means the earnings or losses for a day on Crediting Rate Alternatives available for the Plan.



	(B)
	Crediting
Rate Alternative. "Crediting Rate Alternative(s)" means the Crediting Rate for any of the investment fund options available to participants in
the DHC 401(k) Plan.



	(C)
	DHC
401(k) Plan. "DHC 401(k) Plan" or "DHC 401(k)" means the Dayton Hudson Corporation 401(k) Plan, formerly known as "SRSP" (Dayton Hudson Corporation
Supplemental Retirement Savings and Employee Stock Ownership Plan). 

 



	(D)
	EMG.
An "EMG" is a member of the Executive Management Group of the Company or a Participating Employer, as that term is defined by the Vice President of
Personnel.



	(E)
	Enhancement.
"Enhancement" means an additional .1667% per month added to the Alternative. 









	(c)
	Regular
Contribution. A "Regular Contribution" will be made to the Account of a Participant who is a Highly Compensated Employee for the entire plan
year. The amount of the Regular Contribution is the sum of (a) $500 plus (b) 5% times the difference between (i) the Participant's Base Compensation for the Plan Year and
(ii) the $50,000 highly compensated amount, as indexed, calculated pursuant to Sec. 2.7.



	(d)
	Special
Survivor Benefit. The "Special Survivor Benefit" is a $5,000 benefit. The Special Survivor Benefit will be paid to the beneficiary of each
Participant whose Termination of Employment occurs after the Participant is 100% vested in his or her Account and first became a Participant at least 5 full years prior to the Participant's
Termination of Employment.



	(e)
	DHC
401(k) Make-Up Contribution. The "DHC 401(k) Make-Up Contribution" is the amount of the lost Company matching contribution
to the DHC 401(k) because a Participant's DHC 401(k) contributions have been limited to comply with ERISA and/or the Internal Revenue Code. The DHC 401(k) Make-Up Contribution will be made
as follows:

	(i)
	At
the start of the Current Plan Year the Company will calculate the amount of Company matching contributions a Participant lost in the previous Plan Year.



	(ii)
	The
Company will contribute that amount to the Account of the Participant, provided that during the entire previous Plan Year the Participant's contribution rate to the DHC 401(k)
was the maximum contribution rate allowable to Highly Compensated Employees.



	(iii)
	The
Participant must have been a Highly Compensated Employee for the previous Plan Year to receive a contribution.
 
 
 







 
 

       Sec. 4.3  Vesting.
  A Participant is vested in a percent of his or her Account as follows: 



	Years of

Credited Service
	 	Vested Percentage

	Less than 1	 	0%
	1 but less than 2	 	20%
	2 but less than 3	 	40%
	3 but less than 4	 	60%
	4 but less than 5	 	80%
	5 or more	 	100%






The
amount of a Participant's account that is not vested at Termination of Employment is forfeited to the Company. Notwithstanding Sec. 2.3, if a Participant's Termination of Employment occurs before
age 55 and 5 years of Credited Service, the Participant will not receive Credited Service for the year in which Termination of Employment occurs. 


 
 
 

 
 

      Sec. 4.4  Amount of Severance Pay.
  The amount of the severance pay shall be the Participant's Account. 


 
 
 

 
 

       Sec. 4.5  Limitation on the Amount of Severance Pay.
  Notwithstanding the provisions of Sec. 4.4, the amount of the severance pay under this Plan plus any other plan or policy of a Participating Employer shall not exceed the equivalent
of twice the
Participant's annual compensation during the year immediately preceding Termination of Employment. In determining said limit, words have the same meaning as in Department of Labor regulation
§2510.3-2(b). 


 
 
 


 


 
 

       Sec. 4.6  Payment of Severance Pay.
  The vested percentage of his Account shall be paid to the Participant (or to the Participant's beneficiary if Termination of Employment is a result of death or if the Participant dies
before receiving all payments) as severance pay by the Participant's Participating Employer or the Company in a single sum as soon as administratively feasible after the Participant's Termination of
Employment, using its customary administrative process. Provided, however, the Company in its sole discretion may make payments in installments not to exceed a period of 24 months following
Termination of Employment. The payor will withhold from the payment any taxes required to be withheld by applicable law. If a Participant becomes a SMG, the Participant's Account will be transferred
to the Deferred Compensation Plan on January 1 of the Plan Year following the Plan Year in which the Participant became a SMG and the Participant will not be entitled to any benefits from the
Plan. 


 
 
 

 
 

       Sec. 4.7  Reduction If Parachute Payment.
  If any part of the benefits otherwise payable under the Plan would not be deductible by the payor as a result of the provisions of Section 280G of the Internal Revenue Code of
1986, or any successor provision thereto, or would be subject to the excise tax imposed by Section 4999 of said Code, or any successor provision thereto, the benefits shall be reduced by the
minimum amount necessary that will result in the full amount of the benefits being deductible and not subject to the excise tax. Notwithstanding the foregoing, no modification of, or successor
provision to, Section 280G or Section 4999 subsequent to the Effective Date of this Plan shall cause a reduction in the benefits to a greater extent than they would have been reduced if
said sections had not been modified or superseded subsequent to the Effective Date of this Plan. 


 
 
 

 
 

       Sec. 4.8  Assignment and Alienation of Benefits.
  Except as required by law, the benefits under the Plan may not in any manner whatsoever be assigned or alienated, whether voluntarily or involuntarily, or directly or indirectly. 


 
 
 

 
 

       Sec. 4.9  EDCP and SMG Plan.
  All persons who become Participants in the EDCP on January 1, 1995 will have the balance of his or her Account transferred from this Plan to the EDCP effective
January 1, 1995. All persons who become
Participants in the EDCP or the SMG Executive Deferred Compensation Plan ("SMG Plan") after January 1, 1995 will have the balance in their Account in this Plan transferred on the
January 1 they become participants in the EDCP or the SMG Plan. 


 
 
 
 
 

ARTICLE V    
    
    ADMINISTRATION OF PLAN    



 
 
 

 
 
       Sec. 5.1  Administration by Company.
  The Company is the "administrator" of the Plan for purposes of ERISA. Except as expressly otherwise provided herein, the Company shall control and manage the operation and
administration of the Plan, make all decisions and determinations incident thereto and construe the provisions thereof. In carrying out its Plan responsibilities, the Company shall have discretionary
authority to construe the terms of the Plan. Except in cases where the Plan expressly requires action on behalf of the Company to be taken by the Board, action on behalf of the Company may be taken by
any of the following: 



	(a)
	The
Board.



	(b)
	The
chief executive officer of the Company.



	(c)
	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 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. 5.2  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. 5.1, 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. 5.3  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. 5.4  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 ERISA or any other 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 ERISA or other applicable law. 


 
 
 

 
 

       Sec. 5.5  General Fiduciary Standard.
  Each fiduciary shall discharge his duties with respect to the Plan solely in the interests of Participants and with the care, skill, prudence and diligence under the circumstances
then prevailing that a prudent man acting in a like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims. 


 
 
 

 
 

      Sec. 5.6  Claims Procedure.
  The Company shall establish a claims procedure consistent with the requirements of ERISA. Such claims procedure shall provide adequate notice in writing to any Participant whose claim
for benefits under the Plan has been denied, setting forth the specific reasons for such denial, written in a manner calculated to be understood by the claimant and shall afford a reasonable
opportunity to a claimant whose claim for benefits has been denied for a full and fair review by the appropriate Named Fiduciary of the decision denying the claim. 


 
 
 

 
 

       Sec. 5.7  Waiver of Notice.
  Any notice required hereunder may be waived by the person entitled thereto. 


 
 
 

 
 

      Sec. 5.8  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. 5.9  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. 5.10  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 VI    
    
    AMENDMENT AND TERMINATION    



 
 
 

 
 
       Sec. 6.1  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 benefits accruals; 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 benefits already accrued 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 foregoing, the
Board may at any time amend Sec. 4.2(b) to modify the definition of "Earnings" in any manner the Board deems appropriate, which amendment may apply to all Earnings to be credited to Accounts following
the date the amendment is adopted. 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. 6.2  Automatic Termination of Plan.
  The Plan shall terminate only under the following circumstances. The Plan shall automatically terminate upon (a) a determination by the Company that a final decision of a court
of competent jurisdiction or the U. S. Department of Labor holding that the Plan is not a "welfare plan" and is not maintained "primarily for the purpose of providing deferred compensation for a
select group of
management or highly-compensated Employees," and therefore is subject to Parts 2, 3 and 4 of Title I of ERISA, would require that the Plan be funded and would result in immediate taxation to
Participants of their vested Plan benefits, or (b) a determination by the Company that a final decision of a court of competent jurisdiction has declared that the Participants under the Plan
are in constructive receipt under the Internal Revenue Code of their vested Plan benefits. 


 
 
 

 
 

      Sec. 6.3  Payments Upon Automatic Termination.
  Upon any Plan termination under Sec. 6.2, 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. 


 
 
 


 


 
 

ARTICLE VII    
    
    MISCELLANEOUS PROVISIONS    



 
 
 

 
 
      Sec. 7.1  Funding.
  Benefits are provided solely from the general assets of the Participating Employers. No funds are segregated for purposes of the Plan. Participants are general creditors of the
Participating Employers. 


 
 
 

 
 

       Sec. 7.2  Severability.
  If any provision of this Plan is held to be invalid or unenforceable for any reason, such invalidity or unenforceability shall not affect the other provisions hereof; and the
remaining provisions hereof shall remain in full force and effect. Any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable and enforceable.