Exhibit 10(F)


 


TARGET CORPORATION


SPP II


(2009 Plan Statement)


 


Effective January 1, 2009


As Amended and Restated


 

















 


TARGET CORPORATION


SPP II


(2009 Plan Statement)


 


TABLE OF CONTENTS


 


	
  SECTION 1
  INTRODUCTION; DEFINITIONS

  	
  1

  
	
  1.1 History

  	
  1

  
	
  1.2 Definitions

  	
  1

  
	
  1.2.1 Actuarial Equivalent

  	
  1

  
	
  1.2.2 Affiliate

  	
  1

  
	
  1.2.3 Beneficiary

  	
  1

  
	
  1.2.4 Board

  	
  1

  
	
  1.2.5 Change-in-Control

  	
  1

  
	
  1.2.6 Code

  	
  2

  
	
  1.2.7 Committee

  	
  2

  
	
  1.2.8 Company

  	
  3

  
	
  1.2.9 Officer

  	
  3

  
	
  1.2.10 Officer EDCP

  	
  3

  
	
  1.2.11 Participant

  	
  3

  
	
  1.2.12 Participating Employer

  	
  3

  
	
  1.2.13 Pension Plan

  	
  3

  
	
  1.2.14 Plan

  	
  3

  
	
  1.2.15 Plan Administrator

  	
  3

  
	
  1.2.16 Plan Rules

  	
  3

  
	
  1.2.17 Plan Statement

  	
  3

  
	
  1.2.18 SPP V

  	
  3

  
	
  1.2.19 Termination of
  Employment

  	
  3

  
	
  1.2.20 Trust

  	
  4

  
	
   

  	
   

  
	
  SECTION 2
  PARTICIPATION

  	
  5

  
	
  2.1 Eligibility

  	
  5

  
	
  2.2 Termination of Participation

  	
  5

  
	
  2.3 Rehire

  	
  5

  
	
  2.4 Effect on Employment

  	
  5

  
	
   

  	
   

  
	
  SECTION 3
  BENEFIT – TRADITIONAL FINAL AVERAGE PAY FORMULA

  	
  7

  
	
  3.1 Amount of Pension

  	
  7

  
	
  3.2 Rehire

  	
  8

  
	
   

  	
   

  
	
  SECTION 4
  BENEFIT – PERSONAL PENSION ACCOUNT

  	
  9

  
	
  4.1 Amount of Pension

  	
  9

  
	
  4.2 Rehire

  	
  10

  
	
   

  	
   

  
	
  SECTION 5
  VESTING

  	
  11

  
	
  5.1 General Rule

  	
  11

  
	
  5.2 Rehire

  	
  11

  
	
  5.3 Transfers to Officer EDCP

  	
  11

  



 


2

















 


	
  SECTION 6
  TRANSFERS

  	
  12

  
	
  6.1 Benefit Distributions

  	
  12

  
	
  6.2 Transfers to Officer EDCP

  	
  12

  
	
   

  	
   

  
	
  SECTION 7
  NATURE OF INTEREST

  	
  13

  
	
  7.1 Unfunded Obligation

  	
  13

  
	
  7.2 Spendthrift Provision

  	
  13

  
	
   

  	
   

  
	
  SECTION 8
  ADOPTION, AMENDMENT AND TERMINATION

  	
  14

  
	
  8.1 Adoption

  	
  14

  
	
  8.2 Amendment

  	
  14

  
	
  8.3 Termination

  	
  14

  
	
   

  	
   

  
	
  SECTION 9
  CLAIM PROCEDURES

  	
  16

  
	
  9.1  Claim Procedures

  	
  16

  
	
  9.2 Rules and Regulations

  	
  18

  
	
  9.3 Limitations and Exhaustion

  	
  18

  
	
   

  	
   

  
	
  SECTION 10
  PLAN ADMINISTRATION

  	
  20

  
	
  10.1 Plan Administration

  	
  20

  
	
  10.2 Conflict of Interest

  	
  20

  
	
  10.3 Committee Membership and Authority

  	
  21

  
	
  10.4 Service of Process

  	
  21

  
	
  10.5 Choice of Law

  	
  21

  
	
  10.6 Responsibility for Delegate

  	
  21

  
	
  10.7 Expenses

  	
  21

  
	
  10.8 Errors in Computations

  	
  21

  
	
  10.9 Indemnification

  	
  21

  
	
  10.10 Notice

  	
  22

  
	
   

  	
   

  
	
  SECTION 11
  CONSTRUCTION

  	
  23

  
	
  11.1 ERISA Status

  	
  23

  
	
  11.2 IRC Status

  	
  23

  
	
  11.3 Rules of Document Construction

  	
  23

  
	
  11.4 References to Laws

  	
  23

  
	
  11.5 Appendices

  	
  23

  



 


3

















 


SECTION 1


INTRODUCTION; DEFINITIONS


 


1.1                               History.  The
Company originally established this Plan (formerly known as the Target
Corporation Supplemental Pension Plan II) effective as of January 1,
1995.  The Plan is a non-qualified,
unfunded plan intended to replace certain pension benefits for a select group
of management or highly compensated employees who are officers that cannot be
provided under the Pension Plan due to certain limitations imposed by the
Code.  The Plan provides retirement
benefits not provided under the Pension Plan as a result of deferrals into the
Officer EDCP.  The Plan is intended to be
a “top hat plan” as defined under the Employee Retirement Income Security Act
of 1974, as amended from time to time. 
Since the effective date of this Plan, upon a Participant becoming an
Officer of the Company, the benefit due under the Target Corporation SPP V is
transferred to this Plan.  Effective April 30,
2002, for all Officers who were vested in the benefit under this Plan, the
Company transferred the present value of the vested benefit due under this Plan
to the Officer EDCP.  After such
transfer, no benefits were due or payable from this Plan. Further, after the
transfer, the individuals would no longer participate in this Plan or be
eligible for further accruals under this Plan.  
Effective January 1, 2005 (and other effective dates as
specifically provided), this Plan was operated in compliance with Code section
409A.  This Plan Statement, which is
intended to comply with Code section 409A, is effective January 1, 2009.


 


1.2                               Definitions.  Terms
used herein with initial capital letters will have same meaning as those used
in the Pension Plan except as otherwise defined below or where the context
clearly indicates to the contrary.


 


1.2.1                     Actuarial Equivalent.  An “Actuarial Equivalent” will be determined by using such factors and
assumptions as the Company considers appropriate in its sole and absolute
discretion.


 


1.2.2                     Affiliate.  An “Affiliate”
is the Company and all persons, with whom the Company would be considered a
single employer under Code section 414(b) or 414(c).


 


1.2.3                     Beneficiary.  The “Beneficiary”
is the “Beneficiary” as defined under the Officer EDCP.


 


1.2.4                     Board “Board” is the Board of Directors of the
Company, or such committee of the Board of Directors to which the Board of
Directors of the Company has delegated the respective authority.


 


1.2.5                     Change-in-Control.


 


(a)                                  A “Change-in-Control” shall be deemed to have
occurred if:


 


(i)                                     50% or more of the directors of the Company
shall be persons other than persons


 


(A)                              for whose election proxies shall have been
solicited by the Board, or


 


1

















 


(B)                               who are then serving as directors appointed
by the Board to fill vacancies on the Board caused by death or resignation (but
not by removal) or to fill newly-created directorships, or


 


(ii)                                30% or more of the outstanding voting power
of the Voting Stock of the Company is acquired or beneficially owned (as
defined in Article IV of the Restated Articles of Incorporation, as
amended, of the Company) by any person (as defined in Article IV of the
Restated Articles of Incorporation, as amended, of the Company) other than an
entity resulting from a Business Combination in which clauses (x) and (y) of
subparagraph (iii) apply, or


 


(iii)                             the consummation of a merger or consolidation
of the Company with or into another entity, a statutory share exchange, a sale
or other disposition (in one transaction or a series of transactions) of all or
substantially all of the Company’s assets or a similar business combination
(each, a “Business Combination”), in each case unless, immediately following
such Business Combination, (x) all or substantially all of the beneficial
owners of the Company’s Voting Stock immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 60% of the
voting power of the then outstanding shares of voting stock (or comparable
voting equity interests) of the surviving or acquiring entity resulting from
such Business Combination (including such beneficial ownership of an entity
that, as a result of such transaction, owns the Company or all or substantially
all of the Company’s assets either directly or through one or more
subsidiaries), in substantially the same proportions (as compared to the other
beneficial owners of the Company’s Voting Stock immediately prior to such
Business Combination) as their beneficial ownership of the Company’s Voting
Stock immediately prior to such Business Combination, and (y) no person
(as defined in Article IV of the Restated Articles of Incorporation, as
amended, of the Company) beneficially owns, directly or indirectly, 30% or more
of the voting power of the outstanding voting stock (or comparable equity
interests) of the surviving or acquiring entity (other than a direct or
indirect parent entity of the surviving or acquiring entity, that, after giving
effect to the Business Combination, beneficially owns, directly or indirectly,
100% of the outstanding voting stock (or comparable equity interests) of the
surviving or acquiring entity), or


 


(iv)                            approval by the shareholders of a definitive
agreement or plan to liquidate or dissolve the Company.


 


For
purposes of this 1.2.5, “Voting Stock” has the same meaning as defined in Article IV
of the Restated Articles of Incorporation, as amended, of the Company.


 


1.2.6                     Code. “Code” means the Internal Revenue Code of
1986, as amended (including, when the context requires, all regulations,
interpretations and rulings issued thereunder).


 


1.2.7                     Committee. “Committee” means the administrative
committee appointed in accordance with Section 10.3.


 


2

















 


1.2.8                     Company. “Company” means  Target Corporation, a Minnesota corporation, or any successor
thereto.


 


1.2.9                     Officer.  An “Officer”
is a member of the executive committee and any other Employee who is designated
and categorized as an officer of the Company by the Company’s Chief Executive
Officer.


 


1.2.10              Officer EDCP.  “Officer
EDCP” means the Target Corporation Officer EDCP.


 


1.2.11              Participant.  A “Participant”
is an  Employee who becomes a
Participant in this Plan in accordance with the provisions of Section 2.  An Employee who has become a Participant
shall be considered to continue as a Participant in this Plan until the date of
the Participant’s death or, if earlier, the date when the Participant is no
longer eligible and upon which the Participant no longer has a benefit due
under this Plan (that is, a transfer of the benefit has been made pursuant to Section 6,
or the Participant’s benefit under this Plan wears away, or the Participant’s
benefit under this Plan has been forfeited as hereinafter provided).


 


1.2.12              Participating Employer.  “Participating
Employer” means the Company and each other Affiliate that, with the consent of
the Company, adopts this Plan.   A
Participating Employer shall cease to be a Participating Employer on the date
it ceases to be an Affiliate.


 


1.2.13              Pension Plan.  “Pension
Plan” means the tax qualified defined benefit pension plan, established for the
benefit of employees eligible to participate therein, and known as the Target
Corporation Pension Plan, including any predecessor plan(s) or successor
plan.


 


1.2.14              Plan.  “Plan”
means this Target Corporation SPP II (formerly known as the Target
Corporation Supplemental Pension Plan II).


 


1.2.15              Plan Administrator. “Plan Administrator” means the Company or,
if affirmatively designated by the Company, some other individual or committee.


 


1.2.16              Plan Rules.  “Plan
Rules” are rules, policies, practices or procedures adopted by the Plan
Administrator or its delegate pursuant to Section 10.1.5.


 


1.2.17              Plan Statement.  “Plan
Statement” means this document entitled “Target Corporation SPP II (2009 Plan
Statement),” as adopted by the Company, effective as of January 1, 2009,
as the same may be amended from time to time.


 


1.2.18              SPP V.  “SPP
V” means the Target Corporation SPP V.


 


1.2.19              Termination of Employment.


 


(a)                                 For purposes of determining entitlement to or
the amount of benefits under the Plan, “Termination of Employment” means a
severance of a Participant’s employment relationship with each Participating
Employer and all Affiliates, for any reason.


 


(b)                                For purposes of determining when a
distribution will be made under the Plan, a “Termination of Employment” will be
deemed to occur if, based on the relevant facts and circumstances to the
Participant, the Participating Employer, all Affiliates and Participant reasonably
anticipate that the level of bona fide future 


 


3

















 


services to be performed by the Participant for the Participating
Employer and all Affiliates will permanently decrease to no more than 20% of
the average level of bona fide services performed over the immediately
preceding 36-month period.


 


(c)                                  A bona fide leave of absence that is six
months or less, or during which an individual retains a reemployment right,
will not cause a Termination of Employment. 
In the case of a leave of absence without a right of reemployment that
exceeds the time periods described in this paragraph, a Termination of
Employment will be deemed to occur once the leave of absence exceeds six
months.


 


(d)                                 Notwithstanding the foregoing, a Termination
of Employment shall not occur unless such termination also qualifies as a “separation
from service,” as defined under Code section 409A and related guidance
thereunder.


 


1.2.20              Trust.  “Trust” means the Target Corporation Deferred Compensation Trust
Agreement, dated January 1, 2009 by and between the Company and State
Street Bank and Trust Company, as it is amended from time to time, or similar
trust agreement.


 


4

















 


SECTION 2


PARTICIPATION


 


2.1                               Eligibility.


 


2.1.1                     General Requirements.  An
Employee is eligible to participate in this Plan on and after the date he or
she:


 


(a)                                  is an active participant in the Pension Plan;
and


 


(b)                                 is an Officer.


 


2.1.2                     Applicable Benefit Formula.  A
Participant’s benefit under this Plan will be determined based on the
applicable benefit formula under the Pension Plan.


 


(a)                                  A Participant with a Pension Plan benefit
determined solely by the traditional final average pay formula will have his or
her benefit under this Plan determined pursuant to Section 3.


 


(b)                                 A Participant with a Pension Plan benefit
determined solely by the personal pension account formula will have his or her
benefit under this Plan determined pursuant to Section 4.


 


(c)                                  A Participant with a Pension Plan benefit
determined in part by the traditional final average pay formula and in part by
the personal pension account formula will have his or her benefit under this
Plan determined pursuant to Section 3 with respect to the period earning a
traditional final average pay benefit under the Pension Plan, and Section 4
with respect to the period earning a personal pension account benefit under the
Pension Plan.


 


2.2                               Termination of Participation. 
Except as otherwise specifically provided in this Plan or by the
Committee, an Employee who ceases to satisfy the requirements of Section 2.1.1
or whose benefit is transferred to the Officer EDCP pursuant to Section 6.2
is not eligible to continue to participate in this Plan, and will not accrue
any additional benefits under this Plan. 
The Participant’s benefit under this Plan will continue to be governed
by the terms of this Plan until such time as the Participant’s benefit is
transferred, wears away, or is forfeited in accordance with the terms of this
Plan.  A Participant or Beneficiary will
cease to be such as of the date on which his or her entire benefit under this
Plan has been transferred, wears away, or forfeited.


 


2.3                               Rehire.  A Participant with a vested benefit under this Plan who incurs a
Termination of Employment and is rehired will not be eligible to participate in
this Plan.


 


2.4                               Effect on Employment.


 


2.4.1                     Not a Term of Employment. 
Neither the terms of this Plan Statement nor the benefits under this
Plan or the continuance thereof shall be a term of the employment of any
Employee.


 


2.4.2                     Not an Employment Contract.  The
Plan is not and shall not be deemed to constitute a contract of employment
between any Participating Employer and any Employee or 


 


5

















 


other
person, nor shall anything herein contained be deemed to give any Employee or
other person any right to be retained in any Participating Employer’s employ or
in any way limit or restrict any Participating Employer’s right or power to
discharge any Employee or other person at any time and to treat him or her
without regard to the effect that such treatment might have upon him or her as
a Participant in this Plan.


 


6














 


SECTION 3


BENEFIT – TRADITIONAL FINAL AVERAGE PAY FORMULA


 


3.1         Amount
of Pension.


 


3.1.1       General Rule.       A Participant of this Plan whose benefit
under the Pension Plan is determined all or in part by the traditional final
average pay formula, shall be entitled to a pension benefit determined under
this Plan that is the Actuarial Equivalent of the sum of:


 


(a)                                  The monthly
pension benefit of the Participant transferred to this Plan as determined under
Section 3 of SPP V, and


 


(b)                                 The excess, if
any, of:


 


(i)                                     The monthly
pension benefit of the Participant as determined under the Pension Plan, based
on the “traditional formula” (Article VI of the Pension Plan) if such
formula were applied:


 


(A)                              without regard
to the maximum benefit limits imposed by Code section 415;


 


(B)                                without regard
to the maximum compensation limits imposed by Code section 401(a)(17);


 


(C)                                without regard
to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of
the Pension Plan; and


 


(D)                               as if the
definition of “certified earnings” for a plan year included compensation that
would have been paid in the plan year in the absence of the Participant’s
election to defer payment of the compensation to a later date pursuant to the
provisions of a deferred compensation.


 


Over


 


(ii)                                  The sum of:


 


(A)                              The monthly
pension benefit of the Participant as determined under the Pension Plan, based
on the “traditional formula” (Article VI of the Pension Plan);


 


(B)                                The pension
benefit of the Participant transferred to this Plan as determined under Section 3
of SPP V, and


 


(C)                                The pension
benefit of the Participant as determined under Section 3 of the
SPP I.


 


Such
benefit will be determined as of the date of transfer as provided in Section 6.


 


7

















 


3.1.2       Death Benefit.  If a Participant dies prior
to receiving a transfer of his or her benefit determined under this Section 3,
the death benefit to be transferred pursuant to Section 6 will be
calculated in the same manner as the Participant’s benefit under this Section 3,
and for purposes of Section 3.1.1, as if the Participant were alive and
entitled to a benefit under the Pension Plan, the SPP V, and the SPP I as of
his or her date of death.


 


3.2          Rehire.  If a Participant or former Participant is
rehired and eligible to participate in this Plan, then a Participant’s service
prior to reemployment will be considered for benefit purposes only to the
extent such service would be recognized for benefit purposes under the
traditional final average pay formula of the Pension Plan.


 


8

















 


SECTION 4


BENEFIT – PERSONAL PENSION ACCOUNT


 


4.1         Amount
of Pension.


 


4.1.1                     General
Rule.       A Participant of this Plan
whose benefit under the Pension Plan is determined all or in part by the
personal pension account formula, shall be entitled to a pension benefit under
this Plan that is the Actuarial Equivalent of the sum of:


 


(a)                                  The pension
benefit of the Participant transferred to this Plan as determined under Section 4
of SPP V, and


 


(b)                                 the excess, if
any, of:


 


(i)                                     The amount that
would have been credited each calendar quarter (including both “pay credits”
and “interest credits”) to the Participant’s “personal pension account” under
the Pension Plan (Article VII of the Pension Plan), if such account were
applied:


 


(A)                              without regard
to the maximum benefit limits imposed by Code section 415,


 


(B)                                without regard
to the maximum compensation limits imposed by Code section 401(a)(17), and


 


(C)                                as if the
definition of “certified earnings” for a plan year included compensation that
would have been paid in the plan year in the absence of the Participant’s
election to defer payment of the compensation to a later date pursuant to the
provisions of a deferred compensation.


 


Over


 


(ii)                                  The sum of:


 


(A)                              The amount of
the credits actually made to the Participant’s personal pension account under
the Pension Plan;


 


(B)                                The pension
benefit of the Participant transferred to this Plan as determined under Section 4
of SPP V; and


 


(C)                                The pension
benefit of the Participant as determined under Section 4 of the SPP I.


 


Such
benefit will be determined as of the date of transfer as provided in Section 6.


 


4.1.2                     Death
Benefit.  If a
Participant dies prior to receiving a transfer of his or her benefit determined
under this Section 4, the death benefit to be transferred pursuant to Section 6
will be calculated in the same manner as the Participant’s benefit under this Section 4.


 


9

















 


4.2          Rehire.  If a Participant or former Participant is
rehired and eligible to participate in this Plan, then a Participant’s service
prior to reemployment will be considered for benefit purposes only to the
extent such service would be recognized for benefit purposes under the personal
pension account formula of the Pension Plan.


 


10

















 


SECTION 5


VESTING


 


5.1          General Rule.  A Participant will be vested
in his or her benefit under this Plan to the extent he or she is vested in their
benefit under the Pension Plan.


 


5.2          Rehire.   A Participant’s service
prior to reemployment will be considered for vesting purposes only to the
extent such service would be recognized for vesting purposes under the Pension
Plan.


 


5.3          Transfers to Officer
EDCP.  A Participant whose benefit
under this Plan is transferred to the Officer EDCP pursuant to Section 6
will no longer have any rights under this Plan effective as of the date of such
transfer.


 


11

















 


SECTION 6


TRANSFERS


 


6.1                               Benefit
Distributions.


 


6.1.1                     Benefit
Transfer to Officer EDCP.  No
benefits transferred to this Plan from SPP V or benefits accrued and determined
under this Plan will be paid directly to Participants.  All vested benefits due under this Plan, as
determined under Section 3 and Section 4, will be transferred to the
Officer EDCP, and paid to the Participant or Beneficiary pursuant to the terms
of the Officer EDCP.


 


6.1.2                     Form and
Timing of Benefit Distribution.  Benefits earned under this Plan will be
deemed to have a distribution form and timing of an Actuarial Equivalent single
lump payment  of the vested benefit determined
under Sections 3 and 4, as applicable, within 60 days following the one-year
anniversary of the date that the Participant incurs a Termination of
Employment.  Any benefits earned under
this Plan will be subject to the distribution terms of the Officer EDCP,
including any provisions regarding the acceleration or delay of distribution
(to the extent allowed under Code section 409A).


 


6.1.3                     Transfers
from SPP V.  Benefits
transferred to this Plan from SPP V will have the distribution timing, form,
and rights as provided under SPP V, but upon transfer will be subject to the
distribution terms of the Officer EDCP, including any provisions regarding the
acceleration or delay of distribution (to the extent allowed under Code section
409A).


 


6.2                               Transfers
to Officer EDCP.   A Participant’s
vested benefit under this Plan will be transferred to the Officer EDCP as
provided below:


 


6.2.1                     Timing
of Benefit Transfer.


 


(a)                                  On or about the
April 30 (or the immediately preceding business day) immediately following
the calendar year in which a Participant is first eligible to participate in
this Plan and has a vested benefit, a Participant will have his or her vested
benefit that is determined under this Plan transferred to the Officer
EDCP.  The transfer will be an amount
equal to the actuarial lump sum present value on March 31 (or the
immediately preceding business day) for the Participant’s SPP Benefit accrued
through the preceding December 31. 
In the case of a Participant who is an executive officer, such transfer
will be made and determined on or about the last business day prior to the end
of the Company’s fiscal year.


 


(b)                                 Notwithstanding
the foregoing, in the case of a Termination of Employment as defined under Section 1.2.19(a) or
a Plan termination upon a Change-in-Control under Section 8.3.2 prior to
the date in Section 6.2.1(a), the transfer will be made within 60 days
following such event.


 


6.2.2                     Benefit
to Be Transferred.  The benefit
transferred to the Officer EDCP is the vested benefit accrued and determined
under this Plan at the time of transfer to the Officer EDCP provided in Section 6.2.1.  The transfer to the Officer EDCP will not
change the payment form, payment timing, or vested status of the benefit
determined under this Plan.  After the
transfer to the Officer EDCP, the benefit will be subject to the terms of the
Officer EDCP, including the acceleration or delay of distributions permitted
thereunder.


 


12

















 


SECTION 7


NATURE OF INTEREST


 


7.1          Unfunded Obligation.  The obligation of the Participating Employers
to provide benefits pursuant to this Plan constitutes only the unsecured (but
legally enforceable) promise of the Participating Employers to provide such
benefits.  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.


 


7.2          Spendthrift Provision.  Except as otherwise provided in this Section 7.2,
no Participant or Beneficiary shall have any interest in any benefit which can
be transferred nor shall any Participant or Beneficiary have any power to
anticipate, alienate, dispose of, pledge or encumber the same while in the
possession or control of the Participating Employers.  The Plan Administrator shall not recognize
any such effort to convey any interest under this Plan.  No benefit payable under this Plan shall be
subject to attachment, garnishment, or execution following judgment or other
legal process before actual payment to such person.  This Section 7.2 shall not prevent the
Plan Administrator from exercising, in its discretion, any of the applicable
powers and options granted to it under any applicable provision hereof.


 


13

















 


SECTION 8


ADOPTION, AMENDMENT AND TERMINATION


 


8.1                               Adoption.  With the prior
approval of the Plan Administrator, an Affiliate may adopt the Plan and become
a Participating Employer by furnishing to the Plan Administrator a certified
copy of a resolution of its board of directors adopting the Plan.


 


8.2                               Amendment.


 


8.2.1                     General
Rule.  The Board may at any time
amend this 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
this Plan; provided, unless such amendment is necessary or reasonable to comply
with any changes in law, no amendment shall be effective to decrease the
benefits, nature or timing thereof payable under this Plan to any Participant
with respect to deferrals made (and benefits thereafter accruing) prior to the
date of such amendment.  The Committee is
authorized to make any amendments to this Plan Statement deemed necessary or
desirable by the Committee for the operation and administration of this Plan
provided such amendment does not have a material financial impact on the
Company.  Such changes will be considered
an Amendment to this Plan and shall be effective without further action by the
Board.  Written notice of any amendment
shall be given to each Participant then participating in this Plan.


 


8.2.2                     Amendment
to Benefit of Executive Officer.  Any amendment
to the benefit of an executive officer under this Plan, to the extent approval
of such amendment by the board of directors would be required by the Securities
and Exchange Commission and its regulations or the rules of any applicable
securities exchange, will require the approval of the Board.


 


8.2.3                     No Oral
Amendments.  No modification
of the terms of this Plan Statement shall be effective unless it is in
writing.  No oral representation
concerning the interpretation or effect of this Plan Statement shall be
effective to amend this Plan Statement.


 


8.3                               Termination.


 


8.3.1                     General
Rule.


 


(a)                                  To the extent
necessary or reasonable to comply with any changes in law, the Board may at any
time terminate this Plan, provided such termination satisfies the requirements
of Code section 409A.


 


(b)                                 To the extent
that a Participant’s benefit under the Plan will be immediately included in the
income of the Participant, as determined by a court of competent jurisdiction
or the Internal Revenue Service, to the extent permitted under Code section
409A, the Board may terminate this Plan,  in whole or in
part, as it relates to the impacted Participant.


 


8.3.2                     Plan
Termination on Account of a Change-in-Control.  Upon a Change-in-Control the Plan will
terminate and the transfer of all amounts under the Plan will be accelerated if
and to the extent provided in this Section 8.3.2.


 


(a)                                  The Plan will
be terminated effective as of the first date on which there has occurred both (i) a
Change-in-Control under Section 1.2.5(a), and (ii) a funding 


 


14

















 


of the Trust on account of such Change-in-Control (referred to herein
as the “Plan termination effective date”) unless, prior to such Plan
termination effective date, the Board affirmatively determines that the Plan
will not be terminated as of such effective date. The Board will be deemed to
have taken action to irrevocably terminate the Plan as of the Plan termination
effective date by its failure to affirmatively determine that the Plan will not
terminate as of such date.


 


(b)                                 The
determination by the Board under paragraph (a) constitutes a determination
that such termination will satisfy the requirements of Code section 409A,
including an agreement by the Company that it will take such additional action
or refrain from taking such action as may be necessary to satisfy the
requirements necessary to terminate and liquidate the Plan under paragraph (c) below.


 


(c)                                  In the event
the Board does not affirmatively determine not to terminate the Plan as
provided in paragraph (a), such termination shall be subject to either (i) or
(ii), as follows:


 


(i)                                     If the
Change-in-Control qualifies as a “change in control event” for purposes of Code
section 409A, transfer of all amounts under the Plan will be accelerated and
distributed under the Officer EDCP.


 


(ii)                                  If the
Change-in-Control does not  qualify as a “change
in control event” for purposes of Code section 409A, transfer of all amounts
under the Plan will be accelerated and distributed under the Officer EDCP.


 


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SECTION 9


CLAIM PROCEDURES


 


9.1      Claim Procedures.  Until
modified by the Plan Administrator, the claim and review procedures set forth
in this Section shall be the mandatory claim and review procedures for the
resolution of disputes and disposition of claims filed under the Plan.  An application for a distribution or
withdrawal shall be considered as a claim for the purposes of this Section.


 


9.1.1       Initial Claim.  An individual
may, subject to any applicable deadline, file with the Plan Administrator a  written claim for benefits under  the Plan in a  form and manner prescribed by the Plan Administrator.


 


(a)                                  If the claim is
denied in whole or in part, the Plan Administrator shall notify the claimant of
the adverse benefit determination within ninety (90) days after receipt of the
claim.


 


(b)                                 The ninety (90)
day period for making the claim determination may be extended for ninety (90)
days if the Plan Administrator determines that special circumstances require an
extension of time for determination of the claim, provided that the Plan
Administrator notifies the claimant, prior to the expiration of the initial
ninety (90) day period, of the special circumstances requiring an extension and
the date by which a claim determination is expected to be made.


 


9.1.2       Notice of Initial Adverse Determination.  A notice of an adverse determination shall
set forth in a manner calculated to be understood by the claimant:


 


(a)                                  the specific
reasons for the adverse determination,


 


(b)                                 references to
the specific provisions of the Plan Statement (or other applicable Plan
document) on which the adverse determination is based,


 


(c)                                  a description
of any additional material or information necessary to perfect the claim and an
explanation of why such material or information is necessary, and


 


(d)                                 a description
of the claim and review procedures, including the time limits applicable to
such procedure, and a statement of the claimant’s right to bring a civil action
under ERISA section 502(a) following an adverse determination on review.


 


9.1.3       Request for Review.  Within  sixty (60) days after receipt of an
initial adverse benefit determination notice, the claimant may file with the
Plan Administrator a written request for a review of the adverse determination
and may, in connection therewith submit written comments, documents, records
and other information relating to the claim benefits.  Any request for review of the initial adverse
determination not filed within sixty (60) days after receipt of the initial
adverse determination notice shall be untimely.


 


9.1.4       Claim on Review.  If the claim,
upon review, is denied in whole or in part, the Plan Administrator shall notify
the claimant of the adverse benefit determination within sixty (60) days after
receipt of such a request for review.


 


16

















 


(a)                                  The sixty (60)
day period for deciding the claim on review may be extended for sixty (60) days
if the Plan Administrator determines that special circumstances require an
extension of time for determination of the claim, provided that the Plan
Administrator notifies the claimant, prior to the expiration of the initial
sixty (60) day period, of the special circumstances requiring an extension and
the date by which a claim determination is expected to be made.


 


(b)                                 In the event
that the time period is extended due to a claimant’s failure to submit
information necessary to decide a claim on review, the claimant shall have
sixty (60) days within which to provide the necessary information and the
period for making the claim determination on review shall be tolled from the
date on which the notification of the extension is sent to the claimant until
the date on which the claimant responds to the request for additional
information or, if earlier, the expiration of sixty (60) days.


 


(c)                                  The Plan
Administrator’s review of a denied claim shall take into account all comments,
documents, records, and other information submitted by the claimant relating to
the claim, without regard to whether such information was submitted or
considered in the initial benefit determination.


 


9.1.5       Notice of Adverse Determination for Claim on Review.  A  notice of an adverse determination for a claim on review
shall set forth in a manner calculated to be understood by the claimant.


 


(a)                                  the specific
reasons for the denial,


 


(b)                                 references to
the specific provisions of the Plan Statement (or other applicable Plan
document) on which the adverse determination is based,


 


(c)                                  a statement
that the claimant is entitled to receive, upon request and free of charge,
reasonable access to, and copies of, all documents, records, and other
information relevant to the claimant’s claim for benefits,


 


(d)                                 a statement
describing any voluntary appeal procedures offered by the Plan and the claimant’s
right to obtain information about such procedures, and


 


(e)                                  a statement of
the claimant’s right to bring an action under ERISA section 502(a).


 


17

















 


9.2                               Rules and Regulations.


 


9.2.1       Adoption of Rules.  Any rule not
in conflict or at variance with the provisions hereof may be adopted by the
Plan Administrator.


 


9.2.2       Specific Rules.


 


(a)                                  No inquiry or
question shall be deemed to be a claim or a request for a review of a denied
claim unless made in accordance with the established claim procedures.  The Plan Administrator may require that any
claim for benefits and any request for a review of a denied claim be filed on
forms to be furnished by the Plan Administrator upon request.


 


(b)                                 All decisions
on claims and on requests for a review of denied claims shall be made by the
Plan Administrator unless delegated as provided for in the Plan, in which case
references in this Section 9 to the Plan Administrator shall be treated as
references to the Plan Administrator’s delegate.


 


(c)                                  Claimants may
be represented by a lawyer or other representative at their own expense, but
the Plan Administrator reserves the right to require the claimant to furnish
written authorization and establish reasonable procedures for determining
whether an individual has been authorized to act on behalf of a claimant.  A claimant’s representative shall be entitled
to copies of all notices given to the claimant.


 


(d)                                 The decision of
the Plan Administrator on a claim and on a request for a review of a denied claim
may be provided to the claimant in electronic form instead of in writing at the
discretion of the Plan Administrator.


 


(e)                                  In connection
with the review of a denied claim, the claimant or the claimant’s
representative shall be provided, upon request and free of charge, reasonable
access to, and copies of, all documents, records, and other information
relevant to the claimant’s claim for benefits.


 


(f)                                    The time period
within which a benefit determination will be made shall begin to run at the
time a claim or request for review is filed in accordance with the claims
procedures, without regard to whether all the information necessary to make a
benefit determination accompanies the filing.


 


(g)                                 The claims and
review procedures shall be administered with appropriate safeguards so that
benefit claim determinations are made in accordance with governing plan
documents and, where appropriate, the plan provisions have been applied
consistently with respect to similarly situated claimants.


 


(h)                                 The Plan
Administrator may, in its discretion, rely on any applicable statute of
limitation or deadline as a basis for denial of any claim.


 


9.3                               Limitations and Exhaustion.


 


9.3.1       Claims.  No claim shall be considered
under these administrative procedures unless it is filed with the Plan
Administrator within two (2) years after the Participant knew (or 


 


18

















 


reasonably should have known) of the general nature
of the dispute giving rise to the claim. 
Every untimely claim shall be denied by the Plan Administrator without
regard to the merits of the claim.


 


9.3.2       Lawsuits.  No suit may be brought by or on behalf of any
Participant or Beneficiary on any matter pertaining to this Plan unless the
action is commenced in the proper forum within two (2) years from the
earlier of:


 


(a)                                  the date the
Participant knew (or reasonably should have known) of the general nature of the
dispute giving rise to the action, or


 


(b)                                 the date the
claim was denied.


 


9.3.3       Exhaustion
of Remedies.  These administrative procedures are the
exclusive means for resolving any dispute arising under this Plan.  As to such matters:


 


(a)                                  no Participant
or Beneficiary shall be permitted to litigate any such matter unless a timely
claim has been filed under these administrative procedures and these
administrative procedures have been exhausted, and


 


(b)                                 determinations
by the Plan Administrator (including determinations as to whether the claim was
timely filed) shall be afforded the maximum deference permitted by law.


 


9.3.4       Imputed
Knowledge.  For the purpose of applying the deadlines to
file a claim or a legal action, knowledge of all facts that a Participant knew
or reasonably should have known shall be imputed to every claimant who is or
claims to be a Beneficiary of the Participant or otherwise claims to derive an
entitlement by reference to the Participant for the purpose of applying the
previously specified periods.


 


19

















 


SECTION 10


PLAN ADMINISTRATION


 


10.1       Plan Administration.


 


10.1.1     Administrator.  The Company
is the “administrator” of the Plan for purposes of 3(16)(A) of ERISA.  Except as expressly otherwise provided
herein, the Company shall control and manage the operation and administration
of the Plan and make all decisions and determinations.


 


10.1.2     Authority and Delegation.  Except in cases where the Plan expressly
requires action on behalf of the Company to be taken by the Board, action on
behalf of the Company may be taken by any of the following:


 


(a)                                  The Board.


 


(b)                                 The Chief
Executive Officer of the Company.


 


(c)                                  The senior Vice
President of Human Resources 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 delegated by the Company, by
resolution of the Board or by written instrument executed by the Chief
Executive Officer or the senior Vice President of Human Resources of the
Company and filed with its permanent records, provided action of such person or
persons or committee shall be within the scope of said delegation.


 


10.1.3     Determinations.  The Plan
Administrator shall make such determinations as may be required from time to
time in the administration of this Plan. 
The Plan Administrator shall have the discretionary authority and
responsibility to interpret and construe the Plan Statement and to determine
all factual and legal questions under this Plan, including but not limited to
the entitlement of Participants and Beneficiaries, and the amounts of their
respective interests.


 


10.1.4     Reliance.  The Plan
Administrator may act and rely upon all information reported to it hereunder
and need not inquire into the accuracy thereof, nor be charged with any notice
to the contrary.


 


10.1.5     Rules and Regulations.  Any rule, regulation, policy, practice or
procedure not in conflict or at variance with the provisions hereof may be
adopted by the Plan Administrator.


 


10.2        Conflict of Interest.  If any
individual to whom authority has been delegated or redelegated hereunder shall
also be a Participant in this Plan, such Participant shall have no authority
with respect to any matter specially affecting such Participant’s individual
interest hereunder or the interest of a person superior to him or her in the organization
(as distinguished from the interests of all Participants and Beneficiaries or a
broad class of Participants and Beneficiaries), all such authority being
reserved exclusively to other individuals as the case may be, to the exclusion
of such Participant, and such Participant shall act only in such Participant’s
individual capacity in connection with any such matter.


 


20

















 


10.3                        Committee Membership and Authority.


 


10.3.1     Appointment.  The Company
may, in its discretion, appoint a committee to act as agent of the Company in
performing the duties of the Plan Administrator.


 


10.3.2     Membership and Authority.  The committee
will consist of three or more persons appointed by the Board and shall be
subject to the following:


 


(a)                                  The committee
shall act by a majority of its then members by meeting or by writing filed
without meeting.


 


(b)                                 A committee
member may resign at any time by giving ten days’ advance written notice to the
Company and the other committee members. 
The Board may remove a committee member by giving advance written notice
to him or her and the other committee members.


 


(c)                                  The Board may
fill any vacancy in the membership of the committee and shall give prompt
written notice thereof to the other committee members.  While there is a vacancy in the membership of
the committee, the remaining committee members shall have the same powers as
the full committee until the vacancy is filled.


 


(d)                                 A certificate
of either the secretary to the
committee or a majority of the members of the committee that the committee has
taken or authorized any action will be conclusive in favor of any person
relying on the certificate.


 


10.4        Service of Process.  In
the absence of any designation to the contrary by the Plan Administrator, the
General Counsel of the Plan Administrator is designated as the appropriate and
exclusive agent for the receipt of service of process directed to this Plan in
any legal proceeding, including arbitration, involving this Plan.


 


10.5        Choice of Law.  Except to the
extent that federal law is controlling, this Plan Statement will be construed
and enforced in accordance with the laws of the State of Minnesota.


 


10.6        Responsibility for Delegate.  No person shall be liable for an act or
omission of another person with regard to a responsibility that has been
allocated to or delegated to such other person pursuant to the terms of the
Plan Statement or pursuant to procedures set forth in the Plan Statement.


 


10.7        Expenses.  All expenses of administering
the benefits due under this Plan shall be borne by the Participating Employers.


 


10.8        Errors in Computations.  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 sole discretion, considers appropriate.  Such adjustments shall be final and binding
on all persons.


 


10.9        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 


 


21

















 


which
may be imposed on, incurred by or asserted against such person at any time by
reason of such person’s services as an administrator 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.


 


10.10      Notice.  Any notice
required under this Plan Statement may be waived by the person entitled
thereto.


 


22

















 


SECTION 11


CONSTRUCTION


 


11.1        ERISA Status.  The Plan was
adopted and is maintained with the understanding that it is an unfunded plan
maintained primarily for the purpose of providing deferred compensation for a
select group of management or highly compensated employees as provided in
section 201(2), section 301(a)(3) and section 401(a)(1) of
ERISA.  The Plan shall be interpreted and
administered accordingly.


 


11.2        IRC Status.  The Plan is
intended to be a nonqualified deferred compensation arrangement that will
comply in form and operation with the requirements of Code section 409A and the
Plan will be construed and administered in a manner that is consistent with and
gives effect to such intention.


 


11.3        Rules of Document Construction. 
In the event any provision of the Plan Statement is held invalid, void
or unenforceable, the same shall not affect, in any respect whatsoever, the
validity of any other provision of the Plan. 
The titles given to the various Sections of the Plan Statement are
inserted for convenience of reference only and are not part of the Plan
Statement, and they shall not be considered in determining the scope, purpose,
meaning or intent of any provision hereof. 
The provisions of the Plan Statement 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.


 


11.4        References  to Laws.  Any reference in the Plan
Statement to a statute or regulation shall be considered also to mean and refer
to any subsequent amendment or replacement of that statute or regulation
unless, under the circumstances, it would be inappropriate to do so.


 


11.5        Appendices.  Plan
provisions that have application to a limited number of Participants or that
otherwise do not apply equally to all Participants may be described in an
appendix to the Plan Statement.  In the
event of a conflict between the terms of an appendix and the terms of the
remainder of the Plan Statement, the terms of the appendix control.


 


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