Exhibit 10(I)


 


TARGET CORPORATION


OFFICER EDCP


(2009 PLAN STATEMENT)


 


Effective January 1, 2009


As Amended and Restated


 

















 


TARGET CORPORATION


2009 OFFICER EDCP


(2009 Plan Statement)


 


TABLE OF CONTENTS


 


	
  SECTION 1
   INTRODUCTION; DEFINITIONS

  	
  1

  
	
  1.1  Name of Plan; History

  	
  1

  
	
  1.2  Definitions

  	
  1

  
	
  1.2.1  Account

  	
  1

  
	
  1.2.2  Affiliate

  	
  1

  
	
  1.2.3  Base Salary

  	
  1

  
	
  1.2.4  Beneficiary

  	
  2

  
	
  1.2.5  Board

  	
  2

  
	
  1.2.6  Bonus

  	
  2

  
	
  1.2.7  Certified Earnings

  	
  2

  
	
  1.2.8  Change-in-Control

  	
  2

  
	
  1.2.9  Code

  	
  3

  
	
  1.2.10  Committee

  	
  3

  
	
  1.2.11  Company

  	
  3

  
	
  1.2.12  Company’s Fiscal Year

  	
  3

  
	
  1.2.13 Crediting Rate Alternative

  	
  3

  
	
  1.2.14  Deferral Credit

  	
  4

  
	
  1.2.15  Disabled

  	
  4

  
	
  1.2.16  Discretionary Credit

  	
  4

  
	
  1.2.17  Earnings Credit

  	
  4

  
	
  1.2.18  EDCP

  	
  4

  
	
  1.2.19  Effective Date

  	
  4

  
	
  1.2.20  Eligible Compensation

  	
  4

  
	
  1.2.21  Employee

  	
  4

  
	
  1.2.22  Enhancement

  	
  4

  
	
  1.2.23  ERISA

  	
  4

  
	
  1.2.24  ESBP

  	
  4

  
	
  1.2.25  ESBP Benefit

  	
  4

  
	
  1.2.26  ESBP Benefit Transfer Credits

  	
  4

  
	
  1.2.27  Newly Eligible Employee

  	
  5

  
	
  1.2.28  Officer

  	
  5

  
	
  1.2.29  Participant

  	
  5

  
	
  1.2.30  Participating Employer

  	
  5

  
	
  1.2.31  Performance Share Award

  	
  5

  
	
  1.2.32  Plan

  	
  5

  
	
  1.2.33  Plan Administrator

  	
  5

  
	
  1.2.34  Plan Rules

  	
  5

  
	
  1.2.35  Plan Statement

  	
  5

  
	
  1.2.36  Plan Year

  	
  5

  
	
  1.2.37  Restoration Match Credit

  	
  5

  
	
  1.2.38  Signing Bonus

  	
  6

  



 

















 


	
  1.2.39  SPP Benefit

  	
  6

  
	
  1.2.40  SPP Benefit Transfer Credit

  	
  6

  
	
  1.2.41  Specified Employee

  	
  6

  
	
  1.2.42  Target 401(k) Plan

  	
  6

  
	
  1.2.43  Target Pension Plan

  	
  6

  
	
  1.2.44  Termination of Employment

  	
  6

  
	
  1.2.45  Trust

  	
  7

  
	
  1.2.46  Unforeseeable Emergency

  	
  7

  
	
  1.2.47  Valuation Date

  	
  7

  
	
  1.2.48  Year Of Service

  	
  7

  
	
  SECTION 2
   PARTICIPATION AND DEFERRAL ELECTIONS

  	
  8

  
	
  2.1  Eligibility

  	
  8

  
	
  2.2  Special Rules for Participating
  Employees

  	
  8

  
	
  2.3  Termination of Participation

  	
  8

  
	
  2.4  Rehires and Transfers

  	
  8

  
	
  2.5  Effect on Employment

  	
  9

  
	
  2.6  Condition of Participation

  	
  9

  
	
  2.7  Deferral Elections

  	
  10

  
	
  2.8  Base Salary Deferrals

  	
  10

  
	
  2.9  Bonus Deferrals

  	
  10

  
	
  2.10  Performance Share Award Deferrals

  	
  11

  
	
  2.11  Special Code section 162(m) Deferral
  Elections

  	
  11

  
	
  2.12  Cancellation of Deferral Elections

  	
  12

  
	
  SECTION 3
   CREDITS TO ACCOUNTS

  	
  13

  
	
  3.1  Elective Deferral Credit

  	
  13

  
	
  3.2  Restoration Match Credit

  	
  13

  
	
  3.3  SPP Benefit Transfer Credits

  	
  13

  
	
  3.4  ESBP Benefit Transfer Credits

  	
  15

  
	
  3.5  Discretionary Credits

  	
  16

  
	
  SECTION 4
   ADJUSTMENTS OF ACCOUNTS

  	
  17

  
	
  4.1  Establishment
  of Accounts

  	
  17

  
	
  4.2  Adjustments
  of Accounts

  	
  17

  
	
  4.3  Investment
  Adjustment

  	
  17

  
	
  4.4  Enhancement

  	
  17

  
	
  4.5  Account
  Adjustments Upon a Change-in-Control or Plan Termination

  	
  18

  
	
  SECTION 5
   VESTING

  	
  19

  
	
  5.1  Deferral
  Credits and Restoration Match Credits

  	
  19

  
	
  5.2  Discretionary
  Credits

  	
  19

  
	
  5.3  Enhancement

  	
  19

  
	
  5.4  SPP
  Benefit Transfer Credit

  	
  19

  
	
  5.5  ESBP
  Benefit Transfer Credit

  	
  19

  
	
  5.6  Failure
  to Cooperate; Misinformation or Failure to Disclose

  	
  19

  
	
  SECTION 6
  DISTRIBUTION

  	
  20

  
	
  6.1  Distribution
  Elections

  	
  20

  
	
  6.2  General
  Requirements

  	
  20

  
	
  6.3  Six-Month
  Suspension for Specified Employees

  	
  22

  
	
  6.4  Distribution
  on Account of Death

  	
  23

  



 

















 


	
  6.5  Distribution
  on Account of Unforeseeable Emergency.

  	
  23

  
	
  6.6  Designation
  of Beneficiaries

  	
  23

  
	
  6.7  Facility
  of Payment

  	
  25

  
	
  6.8  Tax
  Withholding

  	
  25

  
	
  6.9  Payments
  Upon Rehire

  	
  25

  
	
  6.10  Application for Distribution

  	
  25

  
	
  6.11  Acceleration of Distributions

  	
  25

  
	
  6.12  Delay of Distributions

  	
  25

  
	
  SECTION 7
   SOURCE OF PAYMENTS; NATURE OF INTEREST

  	
  27

  
	
  7.1  Source of Payments

  	
  27

  
	
  7.2  Unfunded
  Obligation

  	
  27

  
	
  7.3  Establishment
  of Trust

  	
  27

  
	
  7.4  Spendthrift
  Provision

  	
  27

  
	
  SECTION 8
   ADOPTION, AMENDMENT AND TERMINATION

  	
  28

  
	
  8.1  Adoption

  	
  28

  
	
  8.2  Amendment

  	
  28

  
	
  8.3  Termination

  	
  28

  
	
  SECTION 9
   CLAIM PROCEDURES

  	
  30

  
	
  9.1  Claim
  Procedures

  	
  30

  
	
  9.2  Rules and
  Regulations

  	
  31

  
	
  9.3  Limitations
  and Exhaustion

  	
  32

  
	
  SECTION 10
   PLAN ADMINISTRATION

  	
  34

  
	
  10.1  Plan Administration

  	
  34

  
	
  10.2  Conflict of Interest

  	
  34

  
	
  10.3  Committee Membership and Authority

  	
  35

  
	
  10.4  Service of Process

  	
  35

  
	
  10.5  Choice of Law

  	
  35

  
	
  10.6  Responsibility for Delegate

  	
  35

  
	
  10.7  Expenses

  	
  35

  
	
  10.8  Errors in Computations

  	
  35

  
	
  10.9  Indemnification

  	
  35

  
	
  10.10  Notice

  	
  36

  
	
  SECTION 11
   CONSTRUCTION

  	
  37

  
	
  11.1  ERISA Status

  	
  37

  
	
  11.2  IRC Status

  	
  37

  
	
  11.3  Rules of Document Construction

  	
  37

  
	
  11.4  References to Laws

  	
  37

  
	
  11.5  Appendices

  	
  37

  
	
  APPENDIX
  A

  	
  38

  



 

















 


SECTION 1


INTRODUCTION; DEFINITIONS


 


1.1          Name of Plan; History.  This Plan (formerly known as the “Target Corporation SMG Executive
Officer Deferred Compensation Plan) is a non-qualified, unfunded plan
established for the purpose of allowing a select group of management or highly
compensated employees to defer the receipt of income.  This Plan was originally adopted effective as
of January 1, 1997 and was amended at various times thereafter.  Effective April 30, 2002, Participants
in this Plan who were members of the Company’s Corporate Operating Committee
received credits under this Plan equal to the present value of their benefit
under the supplemental pension plans maintained by the Company.  Each subsequent April, the Participant
receives annual SPP Benefit Transfer Credits equal to the change in value of
his or her benefit under the supplemental pension plans.  Effective July 31, 2002, this program
was extended to include all officers of the Company.  Effective April 30, 2002, Participants
in this Plan who were members of the Company’s Corporate Operating Committee
received credits under this Plan equal to the present value of their benefit
under the Company’s ESBP.  Each
subsequent April, Participants received annual credits equal to the change in
value of his or her benefit under the ESBP. 
Effective October 28, 2005, all officers who had not previously
received ESBP Benefit Transfer Credits, received a one-time transfer of the
present value of their benefit under the ESBP. 
As of January 28, 2006, a one-time ESBP credit was made to certain
executive committee members and no subsequent ESBP Benefit Transfer Credits
were made to those receiving the one-time ESBP credit.  From time to time, certain participants in the
Target Corporation Deferred Compensation Plan — Senior Management Group (“ODCP”)
and the Company negotiated to transfer the economic value of their benefit
under ODCP to this Plan.  Officers
eligible to receive performance share awards granted in the fiscal years ending
February 1, 2003 and January 31, 2004 had an opportunity to defer
receipt of the value of the earned performance shares into this Plan at the end
of the performance period.  The
performance period for the shares granted in 2003 ended February 3,
2007.  The performance period for the
shares granted in 2004 ended February 2, 2008.  Effective January 1, 2005 (and other
effective dates as specifically provided), this Plan was operated in compliance
with Code section 409A.  Effective January 29,
2006, members of the Company’s executive committee ceased to be eligible to
receive enhanced earnings on their account balances.  This Plan Statement, which is intended to
comply with Code section 409A, is effective January 1, 2009.


 


1.2          Definitions.  When the following terms are used herein with initial capital letters,
they shall have the following meanings:


 


1.2.1       Account.  “Account” means the separate bookkeeping account representing the
separate unfunded and unsecured general obligation of the Participating
Employers established with respect to each person who is a Participant in this
Plan.  Within each Participant’s Account,
separate subaccounts shall be maintained to the extent the Plan Administrator
determines it to be necessary or desirable for the administration of this Plan.


 


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       Base Salary.   “Base Salary” with respect to a Plan Year means Certified Earnings as
modified by the rules below:


 


(a)           the  limits imposed by Code section
401(a)(17) will not apply;


 


1

















 


(b)           deferrals under Section 2.8 of this Plan are included as Base
Salary; and


 


(c)           Bonus and Signing Bonus amounts are not included as Base Salary.


 


1.2.4       Beneficiary.  “Beneficiary” means an individual (human being), a trust that is a
United Sates person within the meaning of the Code, a person that has been
recognized as a charitable organization under Code section 170(b), or the
Participant’s estate designated in accordance with Section 6.7 to receive
all or a part of the Participant’s Account in the event of the Participant’s
death prior to full distribution thereof. 
A person so designated shall not be considered a Beneficiary until the
death of the Participant.


 


1.2.5       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.


 


1.2.6       Bonus.  “Bonus” with respect to a Plan Year means that portion of Certified
Earnings that is equal to the amount payable under any regular incentive plan
of a Participating Employer that is earned, or intended to be earned, over a
period of at least a calendar year or fiscal year as modified by the rules below:


 


(a)           the limits imposed by Code section 401(a)(17) will not apply;


 


(b)           deferrals under Section 2.9 of this Plan are included as Bonus;
and


 


(c)           Signing Bonus amounts are not included as Bonus


 


1.2.7       Certified Earnings.  “Certified Earnings” has the same meaning as the defined term in the
Target 401(k) Plan.


 


1.2.8       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


 


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


 


2

















 


(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 1.2.8, “Voting Stock” has the same meaning as defined in Article IV
of the Restated Articles of Incorporation, as amended, of the Company.


 


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


 


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


 


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


 


1.2.12     Company’s Fiscal Year.  “Company’s Fiscal Year” means the period commencing on the Sunday that
immediately follows the Saturday that is nearest to the last day in January through
the Saturday that is nearest to the last day in January in the following
year.


 


1.2.13     Crediting Rate Alternative.  “Crediting
Rate Alternative” means a hypothetical investment option used for the purpose
of measuring income, gains and losses to the Accounts of Participants (as if
the Accounts had in fact been so invested). 
The Crediting Rate Alternatives shall be designated in writing by the
Plan Administrator.


 


3

















 


1.2.14     Deferral Credit.  A “Deferral
Credit” is the amount credited to a Participant’s Account pursuant to Section 3.1.


 


1.2.15     Disabled.  A
Participant will be “Disabled” if he or she has become entitled to receive
disability income benefits under the provisions of the Social Security Act.


 


1.2.16     Discretionary Credit.  A “Discretionary Credit” is the amount credited to a Participant’s
Account pursuant to Section 3.5.


 


1.2.17     Earnings Credit.  “Earnings Credit” means the investment adjustment credited to a
Participant’s Account pursuant to Section 4.3 or Section 4.5 as
applicable.


 


1.2.18     EDCP.  “EDCP”
means the Target Corporation EDCP, a non-qualified, unfunded deferred
compensation plan maintained by the Company and certain other Affiliates.


 


1.2.19     Effective Date.  The “Effective
Date” of this Plan Statement is January 1, 2009, except as otherwise
provided.


 


1.2.20     Eligible Compensation.  “Eligible Compensation” means, the Base Salary, Bonus and Performance
Share Award that the Participant receives or is entitled to receive from his or
her Participating Employer for services rendered.


 


1.2.21     Employee.  An “Employee”
is an individual who performs services for a Participating Employer as an
employee of the Participating Employer (as classified by the Participating
Employer at the time the services are preformed and without regard to any
subsequent reclassification) and does not include any individual who is
classified an independent contractor.


 


1.2.22     Enhancement.  “Enhancement” means an additional .1667% of investment earnings per
month added to the applicable Crediting Rate Alternatives as provided in Section 4.4.


 


1.2.23     ERISA.  “ERISA”
means the Employee Retirement Income Security Act of 1974, as amended
(including, when the context requires, all regulations, interpretations and
rulings issued thereunder).


 


1.2.24     ESBP.  “ESBP”
means the Target Corporation Post Retirement Executive Survivor Benefit Plan.


 


1.2.25     ESBP Benefit.  “ESBP
Benefit” means the actuarial lump sum present value of a Participant’s survivor
benefit under the ESBP determined as of a particular determination date under Section 3.4
but without regard to whether the Participant had experienced either an “early
retirement” or “normal retirement” under the Target Pension Plan as provided
under the ESBP.  The present value of
such survivor benefit will be determined by the Company in its sole and
absolute discretion based on such interest rates, mortality factors and other
assumptions deemed appropriate by the Company.


 


1.2.26     ESBP Benefit Transfer Credits.  “ESBP
Benefit Transfer Credits” are the initial and annual credits to a Participant’s
Account under Section 3.4.


 


4

















 


1.2.27     Newly Eligible Employee.  “Newly Eligible Employee” means an Employee who either (i) was not
previously eligible to participate in this Plan or any other non-qualified,
deferred compensation plans maintained by a 
Participating Employer or other Affiliate, (ii) had been paid all
amounts previously deferred under all non-qualified, deferred compensation
plans maintained by a Participating Employer or other Affiliate and had ceased
to be eligible to continue to participate in such plans on or before the date
of payment of all amounts due under such plans, or (iii) was not eligible
to participate in any non-qualified deferred compensation plans (other than the
accrual of earnings) maintained by a Participating Employer or other Affiliate
at any time during the 24-month period ending on the date the Employee has
again become eligible to participate in the Plan.


 


1.2.28     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.


 


1.2.29     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
when the Participant no longer has any Account under this Plan, or the date of
the Participant’s death, if earlier.


 


1.2.30     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.


 


1.2.31     Performance Share Award.  “Performance Share Award” means a performance share award issued under
the Company’s Long-Term Incentive Plan of 1999 or the Company’s Long-Term
Incentive Plan of 2004.


 


1.2.32     Plan.  “Plan” means the nonqualified, unfunded income deferral program
maintained by the Company and established for the benefit of Participants
eligible to participate therein, as set forth in this Plan Statement.  As used herein, “Plan” does not refer to the
documents pursuant to which this Plan is maintained.  That document is referred to herein as the “Plan
Statement”.  The Plan shall be referred
to as the “Target Corporation Officer EDCP” (formerly known as the Target
Corporation SMG Executive Deferred Compensation Plan).


 


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


 


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


 


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


 


1.2.36     Plan Year.  “Plan Year” means the period from January 1 through December 31.


 


1.2.37     Restoration Match Credit.  “Restoration Match Credit” is the amount credited to a Participant’s
Account pursuant to Section 3.2.


 


5














 


1.2.38     Signing Bonus.  “Signing Bonus” is the cash
remuneration earned following a period of employment provided to certain new
Employees related to their acceptance of employment with a Participating
Employer.


 


1.2.39     SPP Benefit.  “SPP Benefit” means the
amount determined under Appendix A.


 


1.2.40     SPP Benefit Transfer
Credit.  “SPP Benefit Transfer Credit”
is the amount credited to a Participant’s Account under Section 3.3.


 


1.2.41     Specified
Employee.  For purposes of
complying with the requirements of Code section 409A(a)(2)(B)(i) (relating
to the 6 month suspension of certain benefit distributions), an individual is a
“Specified Employee” if on his or her Termination of Employment, the Company or
other Affiliate has stock that is traded on an established securities market
within the meaning of Code section 409A(a)(2)(B) and such individual is a “key
employee” (defined below).  For this
purpose, an individual is a “key employee” during the 12-month period beginning
on April 1 immediately following the calendar year in which the individual
was employed by the Company and other Affiliates, and satisfied, at any time
within such calendar year, the requirements of Code section 416(i)(1)(A)(i), (ii) or
(iii) (without regard to Code section 416(i)(5)).  An individual will not be treated as a
Specified Employee if the individual is not required to be treated as a
Specified Employee under Treasury Regulations issued under Code section 409A.


 


1.2.42     Target 401(k) Plan.  “Target 401(k) Plan”
means the tax-qualified defined contribution retirement plan, with a qualified
cash or deferred arrangement, established by the Company for the benefit of
employees eligible to participate therein, and known as the Target Corporation
401(k) Plan.


 


1.2.43     Target Pension
Plan.  “Target 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.


 


1.2.44     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
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 


 


6

















 


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.


 


1.2.45     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.


 


1.2.46     Unforeseeable
Emergency.  “Unforeseeable
Emergency” means a severe financial hardship to the Participant resulting from
an illness or accident of the Participant, the Participant’s spouse, or a
dependent (within the meaning of Code section 152(a)) of the Participant, loss
of the Participant’s property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of events beyond the
control of the Participant, but only if and to the extent such Unforeseeable
Emergency constitutes an “unforeseeable emergency” under Code section 409A.


 


1.2.47     Valuation Date.  “Valuation Date” means each
business day on which the New York Stock Exchange is open.


 


1.2.48     Year of Service.  A “Year of Service” means
each 12-consecutive month period an individual is an Employee after the date
the individual is first eligible to participate under this Plan or any other
non-qualified deferred compensation plan maintained by a Participating
Employer.


 


7

















 


SECTION 2

PARTICIPATION AND DEFERRAL ELECTIONS


 


2.1          Eligibility.


 


2.1.1       An Employee is
eligible to participate in this Plan on the first day of a Plan Year if, on
such day, he or she:


 


(a)                                  is a “qualified
employee” as that term is defined in the Target 401(k) Plan; and


 


(b)                                 is an Officer.


 


2.1.2       A Newly
Eligible Employee is eligible to participate in this Plan on the date that is
30 days after he or she satisfies the requirements in Section 2.1.1.


 


2.1.3       An Employee
shall, as a condition of participation in this Plan, complete such forms and
make such elections in accordance with Plan Rules as the Plan
Administrator may require.  An Employee
who satisfies the requirements of this Section 2.1 is eligible to
participate in this Plan in accordance with and subject to the requirements of
this Plan.


 


2.1.4       An Employee who
has had a Termination of Employment as defined in Section 1.2.44(b), will
not be eligible to make deferral elections for subsequent Plan Years until
otherwise notified by the Plan Administrator. 
Any deferral election in effect at the time of such Termination of
Employment will continue to apply with respect to any Eligible Compensation
received from a Participating Employer or other Affiliate.  Such Employee will still be eligible to receive
credits, if any, pursuant to Sections 3.2, 3.3, 3.4 and 3.5.


 


2.2          Special Rules for
Participating Employees.  A Participant
who transfers employment from one Participating Employer to another Affiliate,
whether or not a Participating Employer will, for the duration of the Plan Year
in which the transfer occurs, continue to participate in this Plan in
accordance with the deferral election in effect at the time of such
transfer.  A Participant who is
simultaneously employed with more than one Participating Employer will
participate in this Plan as an Employee of each such Participating Employer on
the basis of a single deferral election applied separately to his or her
respective, Eligible Compensation from each Participating Employer.


 


2.3          Termination of
Participation.  Except as
otherwise specifically provided in this Plan Statement or by the Committee, an
Employee who ceases to satisfy the requirements of Section 2.1 is not
eligible to continue to participate in the Plan, provided, that any deferral
elections in effect, and irrevocable, will continue to apply with respect to
any Eligible Compensation received from a Participating Employer or other
Affiliate.  The Participant’s Account
will continue to be governed by the terms of the Plan until such time as the
Participant’s Account balance is paid in accordance with the terms of the
Plan.  A Participant or Beneficiary will
cease to be such as of the date on which his or her entire Account balance has
been distributed.


 


2.4          Rehires and
Transfers.


 


2.4.1       A Participant
who incurs a Termination of Employment and is rehired during the same calendar
year will continue Base Salary deferrals
for such calendar year in accordance with his or her election in effect
immediately prior to the Termination of Employment.


 


8

















 


2.4.2       A Participant
who incurs a Termination of Employment and is rehired prior to the later of the
end of the Plan Year or the date the Bonus for such Plan Year is paid in cash,
will continue Bonus Deferrals for such Plan Year in accordance with his or her
election in effect immediately prior to the Termination of Employment.


 


2.4.3       Transfers from
Non-Officer Plan.  An Employee
who is a Participant in the EDCP and is promoted to an Officer position will
cease to be eligible to participate in the EDCP and will be eligible to
participate in this Plan, subject to the following rules:


 


(a)                                  The Employee
will become a Participant in this Plan immediately upon satisfying the
requirements to participate hereunder.


 


(b)                                 The Employee’s
deferral elections made under the EDCP will transfer to the Plan and continue
as an election made under Section 2.


 


(c)                                  The Employee’s
account maintained under the EDCP will be transferred to the Employee’s Account
under this Plan.


 


(d)                                 The Employee’s
distribution elections made under the EDCP (including any default
distributions) will transfer to this Plan and continue as the distribution
elections made under this Plan.


 


(e)                                  The Employee’s
beneficiary designation made under the EDCP will be treated as the Employee’s
Beneficiary designation under this Plan until changed in accordance with Section 6.7.


 


2.5          Effect on Employment.


 


2.5.1       Not a Term of
Employment.  Neither the
terms of this Plan Statement nor the benefits under this Plan (including the
continuance thereof) shall be a term of the employment of any Employee.


 


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


 


2.6          Condition of
Participation


 


2.6.1       Cooperation.  Each Participant shall
cooperate with the Company by furnishing any and all information requested by
the Company in order to facilitate the payment of benefits hereunder and taking
such other relevant action as may be requested by the Company.  If a Participant refuses to cooperate,
neither the Company nor any Participating Employer shall have any further
obligation to the Participant under this Plan, other than payment to such
Participant of the aggregate amount of Eligible Compensation deferred under Section 3.1.


 


9

















 


2.6.2       Plan Terms and
Rules.  Each Participant, as a
condition of participation in this Plan, is bound by all the terms and
conditions of this Plan and the Plan Rules.


 


2.7          Deferral Elections.  An Employee who satisfies the eligibility
requirements of Section 2 may, at the time and in the manner provided
hereunder, elect to defer the receipt of his or her Eligible Compensation.


 


2.7.1       General Rule.  Except as otherwise provided
in this Plan, an election shall be made before the beginning of the Plan Year
during which the Participant performs services for which the Eligible
Compensation is earned.  The election
must designate the percentage of the Base Salary, Bonus or Performance Share
Award which shall be deferred under this Plan. 
In accordance with Plan Rules, the Plan Administrator will determine the
manner and timing required to file a deferral election.  No deferral election shall be effective
unless prior to the deadline for making such election, the Participant has
filed with the Plan Administrator, in accordance with Plan Rules, an insurance
consent form permitting the Participating Employer or Company to purchase and
maintain life insurance coverage on the Employee with the Participating
Employer or Company as the beneficiary. 
An election to defer Eligible Compensation for the Plan Year or other
period is irrevocable once it has been accepted by the Plan Administrator and
the deadline for making such election has expired, except as otherwise provided
under this Plan.


 


2.7.2       Newly Eligible
Employees.  For a Newly Eligible
Employee, the deferral election may be made after the first day of a Plan Year
provided it is made within 30 days after becoming eligible to participate in
this Plan.  Such a deferral election by a
Newly Eligible Employee is irrevocable once it has been received by the Plan
Administrator and the deadline for making such election has expired, except as
otherwise provided under this Plan.  Such
election will be effective with respect to Eligible Compensation payable for
services performed after becoming eligible for this Plan and commencing with
the next full pay period after the deferral election becomes irrevocable.


 


2.7.3       Terminations of
Employment.  A
Participant who completes a deferral election in accordance with this Section 2.7,
but who has a Termination of Employment prior to the expiration of the deadline
for making such election, will be deemed to have made no deferral election for
the respective period.


 


2.8          Base Salary
Deferrals.   A Participant’s election to defer
Base Salary is subject to the following requirements:


 


2.8.1       A Base Salary
deferral election will be effective with respect to the first paycheck issued
during the Plan Year, including for the payroll period that includes the last
day of the preceding Plan Year, and such election will remain in effect through
the last paycheck issued during the Plan Year.


 


2.8.2       Except as
provided in Section 2.11, the Base Salary deferral percentage may not
exceed 80%.


 


2.9          Bonus Deferrals.  A Participant’s election to
defer his or her Bonus is subject to the following requirements:


 


2.9.1       A bonus
deferral election will be in effect for service periods that begin in the Plan
Year immediately following the date the election becomes irrevocable and
continue through 


 


10

















 


the
end of the Plan Year or if the Bonus is paid after such Plan Year, through the
date the Bonus would have been paid in cash.


 


2.9.2       Except as
provided in Section 2.11, a Participant’s Bonus effective deferral
percentage may not exceed 80%.  For
deferral elections that become effective after the beginning of a service
period, that portion of a Newly Eligible Employee’s Bonus that may be deferred
is limited to the total amount of the bonus multiplied by the ratio equal to
the number of days in the service period beginning after the date of the Bonus
deferral election became irrevocable over the total number of days in the
service period.


 


2.9.3       If the Plan
Administrator determines that a Participant’s Bonus is “performance-based
compensation” within the meaning of Code section 409A, then, consistent with
Plan Rules, the Participant’s deferral election may be made no later than six
months before the last day of the performance period during which the Bonus is
earned.


 


2.9.4       If a
Participant has a Termination of Employment before the end of the service
period for any Bonus, but is still entitled to receive a bonus, the Participant’s
existing Bonus deferral election will continue to apply.


 


2.10        Performance Share
Award Deferrals.  A Participant’s
election to defer his or her Performance Share Award is subject to the
following requirements:


 


2.10.1     The election is
available for Performance Share Awards issued in the Company’s Fiscal Year
ending in calendar year 2003 and 2004.


 


2.10.2     A Participant’s
Performance Share Award deferral percentage may not exceed 100%.


 


2.10.3     If the Plan
Administrator determines that a Participant’s Performance Share Award is “performance-based
compensation” within the meaning of Code section 409A, then the Participant’s Performance
Share Award deferral election must be made no later than twenty-four (24)
months prior to the date the Performance Share Award would otherwise be paid in
the form of cash or Company stock, or, if earlier, six (6) months before
the end of the period over which the services giving rise to the Performance
Share Award were performed.


 


2.10.4     The “Plan
Committee” as defined under the Company’s Long Term Incentive Plan shall
determine, in its sole and absolute discretion for each Plan Year during which
a Performance Share Award is issued, whether Participants in any group or class
are eligible to make deferral elections under this Section 2.10 with
respect to a Performance Share Award.


 


2.11        Special Code Section 162(m) Deferral
Elections.  Notwithstanding
Sections 2.8 and 2.9, a Participant who, prior to the beginning of a Plan Year,
is identified by the Plan Administrator as a potential “covered employee”
(within the meaning of Code section 162(m)) for the Company’s Fiscal Year
either ending in or beginning in the Plan Year may:


 


2.11.1     Make a Base Salary deferral election for the Plan
Year that consists of two parts:


 


(a)                                  the first part
of the election will apply with respect to the first paycheck issued during the
applicable Plan Year through the last paycheck issued prior to the end of the
Company’s Fiscal Year ending in the Plan Year, and


 


11

















 


(b)                                 the second part
will apply to the paychecks issued after the beginning of the Company’s Fiscal
Year beginning in such Plan Year and issued prior to the end of such Plan Year.


 


2.11.2     Make a separate Bonus deferral election for the Plan
Year with respect to:


 


(a)                                  The Bonus
amounts that satisfy the requirements of performance-based compensation under
Code section 162(m), and


 


(b)                                 All other Bonus
amounts as determined by the Plan Administrator.


 


The Plan Administrator will set the maximum Bonus deferral percentage
in its sole discretion, on a Participant by Participant basis.


 


2.12        Cancellation of
Deferral Elections.


 


2.12.1     401(k) Hardship.  Notwithstanding
any provisions in the Plan to the contrary, an election to defer under Sections
2.8, 2.9, and 2.10 will be cancelled to the extent necessary for the
Participating Employer to comply with the hardship withdrawal provisions of
such Participating Employer’s 401(k) plan.


 


(a)                                  An election to
defer Base Salary amounts for the Plan Year during which the hardship
withdrawal was made will be cancelled. 
Further, no Base Salary deferral election will be effective for the next
Plan Year if the hardship withdrawal occurs after June 30, and on or
before December 31 of the calendar year.


 


(b)                                 Any election to
defer Bonus or Performance Share Award amounts in effect at the time of the
hardship withdrawal will be cancelled. 
Further, no deferral election for a Bonus related to service in the next
Plan Year will be effective if the hardship withdrawal occurs after June 30,
and on or before December 31 of the calendar year.


 


2.12.2     Unforeseeable
Emergency.  Notwithstanding
any provisions in the Plan to the contrary, an election to defer under Sections
2.8, 2.9, and 2.10 will be cancelled for the remaining portion of the Plan Year
in the event the Participant has received a distribution on account of an
Unforeseeable Emergency under Section 6.5. 
The revocation shall be made at the time and in the manner specified in
Plan Rules and must otherwise comply with the requirements of Section 6.5.


 


12

















 


SECTION 3

CREDITS TO ACCOUNTS


 


3.1          Elective Deferral
Credit.  The Plan Administrator shall
credit to the Account of each Participant the amount, if any, of Eligible
Compensation the Participant elected to defer pursuant to Section 2.  Such amount shall be credited as nearly as
practicable as of the time or times when the Eligible Compensation would have
been paid to the Participant but for the election to defer.


 


3.2          Restoration Match
Credit.


 


3.2.1       Eligibility for Credit.  An Employee who satisfies the eligibility
requirements of Section 2.1 during a Plan Year will receive a Restoration
Match Credit for the Plan Year if he or she: (i) was actively employed and
eligible to participate in this Plan on the last business day of the Plan Year;
(ii) has experienced a Termination of Employment as defined under Section 1.2.44(a) during
the Plan Year after attaining age 55 and completing five (5) “years of
vesting service” as defined in the Target Pension Plan; (iii) has
experienced a Termination of Employment as a result of death; or (iv) has
become Disabled during such Plan Year.


 


3.2.2       Amount of Credit.  A Participant who satisfies the requirements
of Section 3.2.1 is entitled to a Restoration Match Credit equal to the
sum of:


 


(a)                                  5% of the
Participant’s Base Salary and Bonus that is deferred under this Plan during the
Plan Year; and


 


(b)                                 5% of the
Participant’s Plan Year Base Salary and Bonus that is not deferred under this
Plan during the Plan Year and that exceeds the compensation limit in effect
under Code section 401(a)(17) for such Plan Year;


 


provided,
however, that: (y) no Restoration Match Credit shall be made for Base
Salary or Bonus paid prior to the date the Participant became eligible to
participate in the Target 401(k) Plan, and (z) the credit under this Section 3.2.2
will not exceed the amount of Deferral Credits made by the Participant under Section 3.1
during the Plan Year.


 


3.2.3       Crediting to Account.         The Plan Administrator shall credit to
a Participant’s Account as of the last business day of the Plan Year the amount
of the Restoration Match Credit determined for the Plan Year for that
Participant under Section 3.2.2.


 


3.2.4       Credit Upon
Change-in-Control.  Upon a
Change-in-Control that causes the Plan to be terminated under Section 8.3.2,
the Plan Administrator shall credit to a Participant’s Account as of the date
of the Plan termination a Restoration Match Credit determined for the Plan Year
for that Participant under Section 3.2.2 through such date.  Any subsequent determination of the
Restoration Match Credit during the same Plan Year will be made under Section 3.2.2,
less any amounts previously credited under this Section 3.2.4.


 


3.3          SPP Benefit Transfer
Credits.


 


3.3.1       Eligibility.  A Participant who satisfies
the eligibility requirements of Section 2.1 shall receive an SPP Benefit
Transfer Credit under this Plan if he or she: 
(i) is classified as an Officer of the Company; and (ii) has a
vested benefit under the Target Pension Plan, including a vested interest
arising on account of the Participant’s death.


 


13

















 


3.3.2       Initial SPP Benefit
Transfer Credit.


 


(a)                                  A Participant
who satisfies the requirements of Section 3.3.1 receives an initial SPP
Benefit Transfer Credit on or about the April 30 (or immediately preceding
business day) immediately following the calendar year in which the Participant
becomes eligible under Section 3.3.1, in an amount equal to the actuarial
lump sum present value on March 31 (or immediately preceding business day)
for the Participant’s SPP Benefit accrued through the preceding December 31.  In the case of 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)                                 Upon a Plan
termination upon a Change-in-Control under Section 8.3.2, the Plan
Administrator shall credit the initial SPP Benefit Transfer Credit to a
Participant’s Account as of the Plan termination effective date in an amount
equal to the actuarial lump sum present value on the Plan termination effective
date.


 


3.3.3       Annual SPP Benefit
Transfer Credit.  A
Participant who has received an initial SPP Benefit Transfer Credit under the
Plan, who is eligible to receive credits pursuant to Section 3.3.1, and
who is employed by a Participating Employer during a Plan Year will receive an
annual SPP Benefit Transfer Credit to his or her Account under the Plan as
follows:


 


(a)                                  For each Plan
Year, the annual SPP Benefit Transfer Credit will be the difference between (i) the
SPP Benefit determined as the last day of the Plan Year expressed as the
actuarial lump sum present value on the determination date and (ii) the
aggregate amount of the previous SPP Benefit Transfer Credits to the
Participant’s Account increased by assumed earnings at an annual rate equal to
the sum of the average of the applicable Stable Value Crediting Rate
Alternative for the Plan Year plus two percent determined from the crediting
date through the determination date; provided that with respect to periods that
a Participant does not receive the Enhancement on their Account, the annual
rate will be equal to the average of the applicable Stable Value Crediting Rate
Alternative.


 


(b)                                 If the amount
of the annual or final SPP Benefit Transfer Credit is positive, a credit will
be made to the Participant’s Account.  If
the amount of the SPP Benefit Transfer Credit is negative and if, and only if, (i) the
Participant is an executive officer on the determination date, or (ii) the
Participant is an Employee and member of the Board, but was formerly an executive
officer, then such Participant’s Account will be debited by such negative
amount.  The debit will be made prorata
among all distribution options of the Plan other than fixed payment dates.


 


(c)                                  The annual SPP
Benefit Transfer Credit (including a negative credit) will be made to the
Participant’s Account as of the April 30 (or immediately preceding
business day) following the determination date. 
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.


 


14

















 


(d)                                 For purposes of
this section, “determination date” means on or about March 31; provided
that in the case of Participant who is an executive officer, “determination
date” shall mean on or about the last business day prior to the end of the
Company’s Fiscal Year.


 


(e)                                  Upon a Plan
termination on account of a Change-in-Control under Section 8.3.2, the
Plan Administrator shall credit to a Participant’s Account as of the Plan
termination effective date an SPP Benefit Transfer Credit as determined in this
Section 3.3.3 as of the Plan termination effective date.


 


(f)                                    Notwithstanding
the foregoing, a Participant’s final SPP Benefit Transfer Credit will be
determined within 60 days following his or her Termination of Employment as
defined under Section 1.2.44(a).


 


3.3.4       Forfeiture.  A Participant’s SPP Benefit Transfer Credits
under this Section 3.3 and corresponding earnings adjustments under Section 4
are subject to forfeiture at the time and in the amount provided under Sections
3.3.3(b) and 5.4 and Section A-5 of Appendix A.


 


3.4          ESBP Benefit Transfer
Credits.


 


3.4.1       Eligibility.  A Participant who satisfies Section 2.1,
who has received an initial ESBP Benefit Transfer Credit under the Plan, who is
employed by a Participating Employer during the a Plan Year, and who has
provided advance written notice of his retirement/termination date prior to January 11,
2006 will receive an annual ESBP Benefit Transfer Credit to his Account under
the Plan.


 


(a)                                  For each Plan
Year, the annual ESBP Benefit Transfer Credit will be the difference between (i) the
ESBP Benefit determined as of the last day of the Plan Year as expressed as the
actuarial lump sum present value on the determination date, and (ii) the
aggregate amount of the previous ESBP Benefit Transfer Credits to the
Participant’s Account increased by earnings at an annual rate equal to the sum
of the average of the applicable Stable Value Crediting Rate Alternatives plus
two percent, from the crediting dates through the determination date.


 


(b)                                 The credit to
the Participant’s Account will be made as of the April 30 (or immediately
preceding business day) following the determination date.


 


(c)                                  For purposes of
this section, “determination date” means on or about March 30.


 


(d)                                 Upon a
Change-in-Control, the Plan Administrator shall credit to a Participant’s
Account as of the date of the Change-in-Control an ESBP Benefit Transfer Credit
as determined in this Section 3.4. as of the date of the
Change-in-Control.


 


(e)                                  Notwithstanding
the foregoing, a final annual ESBP Benefit Transfer Credit will be made to the
Participant’s Account 60 days following a Participant’s Termination of
Employment as defined under Section 1.2.44(a).


 


3.4.2       Forfeiture.  A Participant
who has a Termination of Employment as defined under Section 1.2.44(a) prior
to the attainment of age 55 and completion of 5 Years of Service will forfeit
his or her ESBP Benefit Transfer Credits, and an amount of Earnings Credits and



 


15

















 


Enhancement equal to the investment adjustments that would
have been credited on the ESBP Benefit Transfer Credits at the Stable Value
Crediting Rate Alternative (or successor rate) plus an annual rate of two
percent 2%.  The amount to be forfeited
will be made prorata among all distribution options of the Plan.


 


3.5          Discretionary
Credits.  The Company in its sole and
absolute discretion may determine in writing for each Participant an amount
that shall be credited the Participant’s Account as a Discretionary
Credit.  Any Discretionary Credit to an
executive officer will require the approval of the Compensation Committee of
the Board.  The Plan Administrator shall
credit to a Participant’s Account the amount of a Participating Employer’s
Discretionary Credit, if any, determined for that Participant under this
Section.  Such amount shall be credited
as nearly as practicable as of the time or times fixed by the Participating
Employer when awarding such credit.  Any
special provisions relating to Discretionary Credits made on behalf of a
Participating Employer’s Employees will be set forth on an exhibit to the Plan
Statement.


 


16














 


SECTION 4

ADJUSTMENTS OF ACCOUNTS


 


4.1          Establishment of Accounts. 
There shall be established for each Participant an Account which shall
be adjusted as provided under Section 4.


 


4.2          Adjustments of Accounts.  On each Valuation Date, the Plan Administrator
shall cause the value of the Account (or subaccount) to be increased (or
decreased) for distributions, withdrawals, credits, debits and investment
income, gains or losses charged to the Account.


 


4.3          Investment Adjustment.  The investment income, gains and losses shall
be determined for the Accounts in accordance with the following:


 


4.3.1       Participant Elections.  In accordance with Plan Rules and
procedures established by the Plan Administrator, each Participant shall
prospectively elect, as part of the initial enrollment process, and from time
to time thereafter, one or more Crediting Rate Alternatives that shall be used
to measure income, gains and losses until the next Valuation Date.


 


4.3.2       Default Rate.  If a Participant fails to designate one or
more Crediting Rate Alternatives to be used to measure income, gains and losses
with respect to amounts credited to his or her Account, such amounts will be
deemed to be invested in a default Crediting Rate Alternative designated by the
Plan Administrator in accordance with Plan Rules.


 


4.3.3       Crediting.  As of each Valuation Date, each Participant’s
Account shall be adjusted for income, gains and losses as if the Account had in
fact been invested in the Crediting Rate Alternative(s) so selected.


 


4.3.4       Responsibility for
Investing Adjustments.  The
Plan Administrator will not be responsible in any manner to any Participant,
Beneficiary or other person for any damages, losses or liabilities, costs or
expenses of any kind arising in connection with any designation or elimination
of a Crediting Rate Alternative or a Participant’s election of a Crediting Rate
Alternative.


 


4.4          Enhancement.


 


4.4.1       General Rule.  The Account of each Participant who is
employed by the Company or other Affiliate for the entire calendar month will
be credited by an amount equal to the Enhancement multiplied by the balance of
the Account on the first day of the month. 
On the last business day of each month, this amount will be credited
according to the Crediting Rate Alternatives in effect for new Deferral
Credits.


 


4.4.2       Exception.  No Enhancement will be credited with respect
to the Participant during the remainder of the Company’s Fiscal Year in which
the Participant becomes an executive committee member or during any of the
Company’s Fiscal Years beginning after the date the Participant becomes an
executive committee member; provided that the Committee, in its sole
discretion, can cause the forfeiture of the Enhancement credited to a
Participant’s Account during the Company’s Fiscal Year in which a Participant
initially becomes an executive committee member.


 


17

















 


4.5          Account Adjustments Upon a Change-in-Control or Plan
Termination.


 


4.5.1       In the event of
a Plan termination following a Change-in-Control under Section 8.3.2 that
causes a Trust to be established and funded pursuant to Section 7.3 where
distribution of a Participant’s Account may not be made from the Trust within
60 days of the event because of restrictions imposed by Code section 409A, then
the Participant’s Account as of the date of such event will no longer receive
adjustments determined pursuant to Sections 4.3 and 4.4.


 


4.5.2       On and after
the date of an event described in Section 4.5.1, the Account will have an
investment adjustment determined at an annual rate equal to the sum of the
10-Year U.S. Treasury Note plus 2%.  The
10-Year U.S. Treasury Note rate will be determined as of the date of the Plan
termination under Section 8.3.2, or if no such rate is available on that
date, the immediately preceding date such rate is available, and reset each
calendar quarter as necessary.


 


18

















 


SECTION 5

VESTING


 


5.1          Deferral Credits and Restoration Match Credits.  Deferral Credits and
Restoration Match Credits (and related Earnings Credits) of each Participant
shall be fully (100%) vested and nonforfeitable at all times except as
otherwise provided.


 


5.2          Discretionary Credits.  A Participant will be vested in any
Discretionary Credits (and related Earnings Credits) as provided by the Plan
Administrator when such amounts are credited to the Participant’s Account.


 


5.3          Enhancement.


 


5.3.1       General Rule.  Except as provided under Section 4.4.2,
the Enhancement credited to a Participant’s Account will become fully vested
and nonforfeitable upon the earliest occurrence of any of the following events
while the Participant is still in the employment of a Participating Employer or
other Affiliate:  (i) the
Participant’s death; (ii) the last day of the calendar month in which a
Participant attains age sixty-five (65) years; (iii) the determination
that the Participant is Disabled; (iv) the occurrence of a
Change-in-Control; (v) the Participant’s completion of five (5) Years
of Service; or (vi) such other date as provided in writing to a
Participant from the Plan Administrator.


 


5.3.2       Forfeiture.  Any forfeiture of the Enhancement will occur
as soon as practicable after the Participant’s Termination of Employment.  Forfeiture of the Enhancement that is not
vested under Section 5.3.1 is limited to the aggregate amount of the
Enhancement credited with respect to such amounts determined without regard to
Earnings Credits on such Enhancement. 
The amount of the Enhancement to be forfeited will be debited prorata
against the Participant’s distribution options.


 


5.4          SPP Benefit Transfer Credit.  A Participant has a forfeiture of the SPP
Benefit to the extent there is a debit as provided in Section 3.3 or
Appendix A.  The forfeiture amount will
be debited against a Participant’s Account. 
The debit will be made prorata among all distribution options of the
Plan.


 


5.5          ESBP Benefit Transfer Credit.  A Participant has a forfeiture of the ESBP
Benefit to the extent there is a forfeiture as provided in Section 3.4.2.  The forfeiture amount will be debited against
a Participant’s Account.  The debit will
be made prorata among all the Participant’s distribution options under the
Plan.


 


5.6          Failure to Cooperate; Misinformation or Failure to
Disclose.  A Participant’s
Account is subject to forfeiture as provided under Sections 2.6.1.


 


19

















 


SECTION 6


DISTRIBUTION


 


6.1          Distribution Elections.  Except as
otherwise specifically provided in this Plan, a Participant may irrevocably
elect for each Plan Year the form and time of distribution of the credits made
to his or her Account for such Plan Year.


 


6.2          General Rule.  A Participant’s
distribution election relating to Deferral Credits must be made prior to the
date the Participant’s deferral election becomes irrevocable.  The election shall be made in the form and
manner prescribed by Plan Rules. 
Distribution elections for Base Salary deferrals will also apply to
Restoration Match Credits related to the same Plan Year.  Earnings Credits and Enhancements will be
distributed in the same form and time as in effect for the related Account
credit.  All Discretionary Credits will
be distributed in the form of a single lump sum as of the time determined under
Section 6.2.2(b).


 


6.2.1       Form of
Distribution.  The Participant may elect among
the following forms of distribution.


 


(a)                                  Installments.  A series of annual
installments made over either five (5) years or ten (10) years
commencing at a time provided under Section 6.2.2(a) or (b).  For purposes of Code section 409A,
installment payments will be treated as a series of separate payments at all
times.


 


(b)                                 Lump
Sum.  A single lump sum payment.


 


6.2.2       Time of Payment.  The Participant may
elect among the distribution commencement times described in this section;
provided that: (y) SPP Benefit Transfer Credits determined pursuant to
Appendix A, Section A-4.3 will be distributed as provided in Section 6.2.5(b),
and (z) SPP Benefit Transfer Credits, other than those pursuant to
Appendix A, Section A-4.3, as well as unvested ESBP Benefit Transfer
Credits may not be distributed on a fixed payment date as described in
paragraph (c).


 


(a)                                  Termination
of Employment.  Within 60 days
following the Participant’s Termination of Employment.


 


(b)                                 One-Year
Anniversary of Termination of Employment. 
Within 60 days following the one-year anniversary of the Participant’s
Termination of Employment.


 


(c)                                  Fixed
Payment Date.  Within 60
days of January 1 of the calendar year elected by the Participant at the
time of deferral.  If a Participant has a
Termination of Employment as defined in Section 1.2.44 prior to the fixed
payment date, such amount shall be paid on the earlier of: (i) within 60
days following January 1 in the tenth year following the year of the
Termination of Employment, or (ii) 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.


 


(d)                                 Payouts
in 2008 and 2009.  During 2007
and 2008, consistent with transition relief available under Code section 409A,
and subject to Plan Rules:


 


20

















 


(i)                                     Participants
had an opportunity to elect during 2007 to receive a distribution of all or a
portion of their Account valued as of December 31, 2007 to be distributed
in January 2008.


 


(ii)                                  Participants
had an opportunity to elect during 2007 to receive a distribution of all or a
portion of their Bonus Deferral Credits for 2007 and Performance Share Awards
in 2004, if any, to be credited under this Plan in 2008, to be distributed on
the date such Bonus Deferral Credits or Performance Share Awards would
otherwise have been credited to this Plan, or, with respect to such Performance
Share Awards, such other date as specified in the election form.


 


(iii)                               Participants
had an opportunity to elect during 2008 to receive a distribution of all or a
portion of their Account valued as of December 31, 2008 to be distributed
in January 2009.


 


(iv)                              Participants
had an opportunity to elect during 2008 to receive a distribution of all or a
portion of their Bonus Deferral Credits for 2008, if any, to be credited under
this Plan in 2009, to be distributed on the date such Bonus Deferral Credits
would otherwise have been credited to this Plan.


 


6.2.3       Installment
Amounts.  The amount of the annual
installments shall be determined by dividing the amount of the vested portion
of the Account as of the most recent Valuation Date preceding the date the
installment is being paid by the number of remaining installment payments to be
made (including the payment being determined).


 


6.2.4       Small Benefit.  Subject to Section 6.3,  in the event that the vested Account balance of a
Participant who has died or experienced a Termination of Employment under the
Plan is less than the applicable dollar amount under Code section 402(g)(1)(B) for
that Plan Year as of the date on which the Company makes such determinations,
the Company reserves the right to have the Participant’s entire Account paid in
the form of a single lump sum payment, provided the Company’s exercise of
discretion complies with the requirements of Treas. Reg. Sec.
1.409A-3(j)(4)(v).


 


6.2.5       Default.  If for any reason a
Participant shall have failed to make a timely designation of the form or time
of distribution with respect to credits for a Plan Year (including reasons
entirely beyond the control of the Participant), except as provided in Section 6.2.6,
the distribution shall be made as indicated below:


 


(a)                                  In the case of
SPP Benefit Transfer Credits, other than those pursuant to Appendix A, Section A-4.3
-  a single lump sum within 60 days
following the one-year anniversary of the Participant’s Termination of
Employment.


 


(b)                                 In the case of
SPP Benefit Transfer Credits pursuant to Appendix A, Section A-4.3:


 


 


(i)                                     Twenty-four (24) monthly
installment payments commencing within 60 days following the Participant’s
Termination of Employment;


 


21

















 


(ii)                                  Each monthly installment
payment will be determined by dividing: (A) the amount of the vested
portion of the Account attributable to Appendix A, Section A-4.3 and an
amount of Earnings Credits equal to the investment adjustment that would have
been credited on such SPP Benefit Transfer Credits at the Stable Value
Crediting Rate Alternative as of the most recent Valuation Date preceding the
date the installment is due, by (B) twenty-four (24), less the number of
monthly installment payments that have previously been made from the Plan.


 


(c)                                  In all other
cases - a single lump sum payment within 60 days following the Participant’s
Termination of Employment.


 


6.2.6       Crediting of Amounts
after Benefit Distribution.  Notwithstanding
any provision in this Plan Statement to the contrary other than Section 6.3:


 


(a)                                  Deferral
and Restoration Match Credits.


 


(i)                                     Lump
Sum Distribution.  If Deferral or
Restoration Match Credits are due after the complete distribution of the
Participant’s vested Account balance, or subaccount balance to which such
Deferral or Restoration Match Credit relate, then such subsequent credits will
be made to the Account and paid to the Participant in a single lump sum cash
payment within 60 days of being credited to the Account.


 


(ii)                                  Installment
Distribution.  If Deferral or
Restoration Match Credits are due after a related installment distribution
occurs, then such subsequent credits will be made to the Account and included
to determine the amount of the remaining scheduled payments as applicable.


 


(b)                                 SPP or
ESBP Benefit Transfer Credit.  The SPP Benefit
Transfer Credit other than those pursuant to Appendix A, Section A-4.3 or
ESBP Benefit Transfer Credit, as applicable, arising after a Participant’s
Termination of Employment pursuant to Sections 3.3.3(f) and 3.4.1(e) shall
be distributed in a single lump sum within 60 days following the Termination of
Employment.


 


6.2.7       Vesting in Benefits
After the Distribution Date.  No portion of a Participant’s Account will be
distributed prior to being vested. 
Subject to Section 6.3, if Participant is scheduled to receive a
distribution of a portion of his or her Account that is not vested, such
unvested amount will not be paid until subsequently vested, at which time it
will be paid out in accordance with the respective distribution election.


 


6.2.8       No Spousal Rights.  No spouse, former spouse, Beneficiary or
other person shall have any right to participate in the Participant’s
designation of a form or time of payment.


 


6.3          Six-Month Suspension for Specified Employees.  Notwithstanding any other
provision in this Section 6 to the contrary, if a Participant is a
Specified Employee at Termination of Employment, then any distributions arising
on account of the Participant’s Termination of Employment (other than on
account of death) that are due shall be suspended and not be made until (6) months
have elapsed since such Participant’s Termination of Employment (or, if
earlier, upon the date of the Participant’s death).  Any payments that were otherwise payable
during the 


 


22

















 


six-month
suspension period referred to in the preceding sentence, will be paid within 60
days after the end of such six-month suspension period.


 


6.4          Distribution on Account of Death.  Upon the death of a
Participant, the Participant’s Account balance will be paid to the Participant’s
Beneficiary in a single lump sum within 90 days following the Participant’s
death.


 


6.5          Distribution on Account of Unforeseeable Emergency.


 


6.5.1       When Available.  A Participant may receive a
distribution from the vested portion of his or her Account (which shall be
deemed to include the deferral that would have been made but for the
cancellation under Section 6.5.3) if the Plan Administrator determines
that such distribution is on account of an Unforeseeable Emergency and the
conditions in Section 6.5.2 have been fulfilled.  To receive such a distribution, the
Participant must request a distribution by filing an application with the Plan
Administrator and furnish such supporting documentation as the Plan
Administrator may require.  In the
application, the Participant shall specify the basis for the distribution and
the dollar amount to be distributed.  If
such request is approved by the Plan Administrator, distribution shall be made
in a lump sum payment within 60 days following the approval by the Plan
Administrator of the completed application.


 


6.5.2       Limitations.  The amount that may be distributed with
respect to a Participant’s Unforeseeable Emergency shall not exceed the amounts
necessary to satisfy the emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of the distribution, after taking into
account the extent to which such Unforeseeable Emergency is or may be relieved
through reimbursement or compensation by insurance or otherwise by liquidation
of the Participant’s assets (to the extent the liquidation of such assets would
not itself cause severe financial hardship), and/or cancellation of deferrals
pursuant to Section 6.5.3, provided the determination of such limitation
is consistent with the requirements of Code section 409A(a)(2)(B)(ii).


 


6.5.3       Cancellation of
Deferral Elections.  As provided by Section 2.12,
in the event of a distribution under Section 6.5.1 the Plan Administrator
will cancel the Participant’s deferral elections for the balance of the
applicable Plan Year.


 


6.6          Designation of Beneficiaries.


 


6.6.1       Right to Designate or
Revoke.


 


(a)                                  Each
Participant may designate one or more primary Beneficiaries or secondary
Beneficiaries to receive all or a specified part of such Participant’s vested
Account in the event of such Participant’s death.  If fewer than all designated primary or
secondary Beneficiaries predecease the Participant, then the amount of such
predeceased Beneficiary’s portion shall be allocated to the remaining primary
or secondary Beneficiaries, as the case may be.


 


(b)                                 The Participant
may change or revoke any such designation from time to time without notice to
or consent from any spouse, any person named as Beneficiary or any other
person.


 


(c)                                  No such
designation, change or revocation shall be effective unless completed and filed
with the Plan Administrator in accordance with Plan Rules during the
Participant’s lifetime.


 


23

















 


6.6.2       Failure of Designation.  If a Participant:


 


(a)                                  fails to
designate a Beneficiary,


 


(b)                                 designates a
Beneficiary and thereafter revokes such designation without naming another
Beneficiary, or


 


(c)                                  designates one
or more Beneficiaries and all such Beneficiaries so designated fail to survive
the Participant, such Participant’s vested Account, shall be payable to the
first class of the following classes of automatic Beneficiaries:


 


Participant’s
surviving spouse

Representative of Participant’s estate


 


6.6.3       Disclaimers by
Beneficiaries.  A
Beneficiary entitled to a distribution of all or a portion of a deceased
Participant’s vested Account may disclaim an interest therein subject to the
Plan Rules.


 


6.6.4       Special Rules.  Unless the Participant has
otherwise specified in the Participant’s Beneficiary designation, the following
rules shall apply:


 


(a)                                  If there is not
sufficient evidence that a person designated as a Beneficiary was living at the
time of the death of the Participant, it shall be deemed that the Beneficiary
was not living at the time of the death of the Participant.


 


(b)                                 The automatic
Beneficiaries specified in Section 6.6.2 and the Beneficiaries designated
by the Participant shall become fixed at the time of the Participant’s death
(subject to Section 6.6.3) so that, if a Beneficiary survives the
Participant but dies before the receipt of all payments due such Beneficiary
hereunder, such remaining payments shall be payable to the representative of
such Beneficiary’s estate.


 


(c)                                  If the
Participant designates as a Beneficiary the person who is the Participant’s
spouse on the date of the designation, either by name or by relationship, or
both, the dissolution, annulment or other legal termination of the marriage
between the Participant and such person shall automatically revoke such
designation.  The foregoing shall not
prevent the Participant from designating a former spouse as a beneficiary on a
form that is both executed by the Participant and received by the Plan
Administrator (i) after the date of the legal termination of the marriage
between the Participant and such former spouse and (ii) during the
Participant’s lifetime.


 


(d)                                 A finalized
marriage (other than a common law marriage) of a Participant subsequent to the
date of filing of a Beneficiary designation shall revoke such designation
unless the Participant’s new spouse had previously been designated as the Beneficiary.


 


(e)                                  Any designation
of a nonspouse Beneficiary by name that is accompanied by a description of
relationship to the Participant shall be given effect without regard 


 


24

















 


to whether the relationship to the Participant exists either then or at
the Participant’s death.


 


(f)                                    Any designation
of a Beneficiary only by statement of relationship to the Participant shall be
effective only to designate the person or persons standing in such relationship
to the Participant at the Participant’s death.


 


6.7          Facility of Payment.


 


6.7.1       Legal Disability.  In case of the legal
disability, including minority, of an individual entitled to receive any
payment under this Plan, payment shall be made, if the Plan Administrator shall
be advised of the existence of such condition:


 


(a)                                  to the duly
appointed guardian, conservator or other legal representative of such
individual, or


 


(b)                                 to a person or
institution entrusted with the care or maintenance of the incompetent or disable
Participant or Beneficiary, provided such person or institution has satisfied
the Plan Administrator that the payment will be used for the best interest and
assist in the care of such individual, and provided further, that no prior
claim for said payment has been made by a duly appointed guardian, conservator
or other legal representative of such individual.


 


6.7.2       Discharge of
Liability.  Any payment
made in accordance with the foregoing provisions of this Section 6.7 shall
constitute a complete discharge of any liability or obligation of the
Participating Employers under this Plan.


 


6.8          Tax Withholding.  The
Participating Employer (or any other person legally obligated to do so) shall
withhold the amount of any federal, state or local income tax, payroll tax or
other tax that the payer reasonably determines is required to be withheld under
applicable law with respect to any amount payable under this Plan.  All benefits otherwise due hereunder shall be
reduced by the amount to be withheld.


 


6.9          Payments
Upon Rehire.  If a
Participant who is receiving installment payments or due a deferred lump sum
payment under this Plan is rehired, the payments will continue in accordance
with the prior distribution elections.


 


6.10        Application for Distribution. 
A Participant may be required to make application to receive payment
and to complete other forms and furnish other documentation required by the
Plan Administrator.  Distribution shall
not be made to any Beneficiary until such Beneficiary shall have filed an
application for benefits in a form acceptable to the Plan Administrator and
such application shall have been approved by the Plan Administrator and the
Plan Administrator has determined that the applicant is entitled to payment.


 


6.11        Acceleration of Distributions. 
The Plan Administrator in its sole discretion may exercise discretion
to accelerate the distribution of any payment under this Plan to the extent
allowed under Code section 409A.


 


6.12        Delay of Distributions.  The Plan
Administrator in its sole discretion may exercise discretion to delay the
distribution of any payment under this Plan to the extent allowed under Code
section 409A, including, but not limited to, as necessary to maximize the
Company’s tax 


 


25

















 


deductions
as allowed pursuant to Code section 162(m) or to avoid violation of
federal securities or other applicable law.


 


26

















 


SECTION 7


SOURCE OF PAYMENTS; NATURE OF INTEREST


 


7.1          Source of Payments.


 


7.1.1       General
Assets.  Each Participating Employer
will pay, from its general assets, the distribution of the Participant’s
Account under Section 6, and all costs, charges and expenses relating
thereto.


 


7.1.2       Trust.  Upon a Change-in-Control
that causes the Plan to be terminated under Section 8.3.2, the trustee of
the Trust will make distributions to Participants and Beneficiaries from the
Trust in satisfaction of a Participating Employer’s obligations to make
distributions under this Plan in accordance with and subject to the terms of
the Trust to the extent such payments are not otherwise made directly by the
Participating Employer.


 


7.2          Unfunded Obligation.  The obligation
of the Participating Employers to make payments under this Plan constitutes
only the unsecured (but legally enforceable) promise of the Participating
Employers to make such payments. 
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.


 


7.3          Establishment of Trust.  The
Participating Employers shall have no obligation to establish or maintain any
fund, trust or account (other than a bookkeeping account or reserve) for the
purpose of funding or paying the benefits promised under this Plan except as
provided in the Trust.  The Participating
Employers may from time to time transfer to the Trust cash, or other marketable
securities or other property acceptable to the trustee in accordance with the
terms of the Trust.  If the Participating
Employers have deposited funds in the Trust, such funds shall remain the sole
and exclusive property of the Participating Employer that deposited such funds.


 


7.4          Spendthrift Provision.  Except as
otherwise provided in this Section 7.4, no Participant or Beneficiary
shall have any interest in any Account 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.


 


7.4.1       Right to Designate
Beneficiary.  The power to
designate Beneficiaries to receive the Account of a Participant in the event of
such Participant’s death shall not permit or be construed to permit such power
or right to be exercised by the Participant  so as thereby
to anticipate, pledge, mortgage or encumber such Participant’s Account or any
part thereof, and any attempt of a Participant so to exercise said power in
violation of this provision shall be of no force and effect and shall be
disregarded by the Participating Employers.


 


7.4.2       Plan Administrator’s
Right to Exercise Discretion.  This Section 7.4
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.


 


27

















 


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 this 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 for future deferrals; 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. 
Notwithstanding the above, the Board authorizes the Committee to amend
this Plan to make changes to the Crediting Rate Alternatives by either adding
any new or deleting any existing Crediting Rate Alternatives, to impose
limitations on selection of or deferral into any Crediting Rate Alternative, or
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 and Liquidation.


 


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 and liquidate this Plan, provided such termination and
liquidation 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 and liquidate this Plan,  in
whole or in part, as it relates to the impacted Participant.


 


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


 


28

















 


(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 1.2.8(a), and (ii) a funding 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, payment of all amounts under the Plan will be accelerated and
made in a lump sum as soon a administratively practicable but not more than 90
days following the Plan termination effective date, provided the requirements
of Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) have been
satisfied.


 


(ii)                                  If the
Change-in-Control does not qualify as a “change in control event” for purposes
of Code section 409A, payment of all amounts under the Plan will be accelerated
and made in a lump sum as soon as administratively practicable but not more
than 60 days following the 12 month anniversary of the Plan termination
effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have
been satisfied.


 


29














 


SECTION 9

CLAIM PROCEDURES


 


9.1                       Claims Procedure.  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 this 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 this 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
determinations,


 


(b)                                 references to the specific provisions of this
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.


 


30

















 


(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 this
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).


 


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.


 


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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 necessary to make a benefit determination
accompanies the filing.


 


(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 to 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 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.


 


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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.


 


33

















 


SECTION 10

PLAN ADMINISTRATION


 


10.1                Plan Administration


 


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


 


10.1.2              Authority and Delegation.  Except in cases where this 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              Determination.  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 this 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.


 


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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 


 


35

















 


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 an administrator in
connection with this 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.


 


36

















 


SECTION 11

CONSTRUCTION


 


11.1                ERISA Status.  This 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.  This Plan shall be interpreted
and administered accordingly.


 


11.2                IRC Status.  This 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 this 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 this Plan
Statement is held invalid, void or unenforceable, the same shall not affect, in
any respect whatsoever, the validity of any other provision of this Plan.  The titles given to the various Sections of
this Plan Statement are inserted for convenience of reference only and are not
part of this Plan Statement, and they shall not be considered in determining
the scope, purpose, meaning or intent of any provision hereof.  The provisions of this 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 this 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.  The 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 this Plan Statement.  In the event of a conflict between the terms
of an appendix and the terms of the remainder of this Plan Statement, the
appendix will control.


 


37

















 


APPENDIX A


 


SPP Benefit


 


 


A-1                            Purpose and Application.  The purpose of this Appendix A to this Plan Statement is to establish
the rules for determining the amount of the SPP Benefit Transfer Credit
under this Plan.


 


A-2                            Background.


 


A-2.1                  Transfer Credits.                                                The Company has adopted and maintained
several nonqualified supplemental pension plans to provide retirement income to
a select group of highly compensated and key management employees in excess of
the retirement income that can be provided under the Target Pension Plan on
account of limitations imposed by the Code. 
Effective April 30, 2002, the Company began converting the accrued
supplemental pension benefits of certain participants to credits under this
Plan as adjusted annually to reflect changes in such benefits.


 


A-2.2                  Cash Balance Formula.                 Effective January 1, 2003, the Target
Pension Plan was amended to add a cash balance pension plan formula (referred
to as the “personal pension account”). 
Depending on the date participation commences or an election was made, a
Participant who has a benefit under the Target Pension Plan may have his or her
accrued benefit under such plan based solely on the final average pay formula
(the “traditional formula”), solely on the personal pension account, or a
combination of the traditional formula (frozen as of December 31, 2002)
and the personal pension account.


 


A-3                            Definitions.


 


A-3.1                  SPP I                 “SPP I” means the Target Corporation SPP I.


 


A-3.2                  SPP II             “SPP II” means the Target Corporation SPP II.


 


A-3.3                  SPP III            “SPP
III” means the Target Corporation SPP III.


 


A-4                            SPP Benefit.  Each Participant’s SPP Benefit is equal to the sum of the benefits
under Section A-4.1, Section A-4.2 and Section A-4.3.


 


A-4.1                  Traditional Formula Benefit.  A Participant’s SPP Benefit is the excess, if any, of the monthly
pension benefit under (a) over the monthly pension benefit under (b):


 


(a)                                  The monthly pension benefit the Participant
would be entitled to under the Target Pension Plan, based on the “traditional
formula,” if such formula were applied


 


(i)                                     without regard to the maximum benefit
limitation required by Code section 415;


 


(ii)                                  without regard to the maximum compensation
limitation under Code section 401(a)(17);


 


38

















 


(iii)                              as if the definition of “certified earnings”
under the Target Pension Plan 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 plan;


 


(iv)                             without regard to the alternative benefit
formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Target
Pension  Plan.


 


(b)                                 The monthly pension benefit the Participant
is entitled to receive under the Target Pension Plan on account of the “traditional
formula.”


 


A-4.2                  Personal Pension Account.  A Participant’s SPP Benefit includes the excess, if any, of the amount
determined under (a) over the amount determined under (b):


 


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


 


(i)                                    without regard to the maximum benefit
limitations required by Code section 415;


 


(ii)                                 without regard to the maximum compensation
limitation under Code section 401(a)(17);


 


(iii)                              as if the definition of “certified earnings”
under the Target Pension Plan for a calendar quarter included compensation that
would have been paid during such calendar quarter 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 plan;


 


(iv)                             as if a distribution had been made from such
account equal to any SPP Benefit Transfer Credits made under Section 3.3.


 


(b)                                 The amount of the credits actually made to
the Participant’s “personal pension account” under the Target Pension Plan.


 


A-4.3                  SPP III.  For a Participant who was participating in SPP III, the Participant’s
SPP Benefit includes the actuarial equivalent lump sum present value of the
monthly pension benefit under (a) over the monthly pension benefit under
(b):


 


(a)                                  The monthly pension benefits determined under
Section A-4.1(a) determined by treating the Participant as five (5) years
older than his or her actual age solely for purposes of determining the early
reduction factor (but in no case shall the Participant’s age be deemed to be
greater than age 65).


 


(b)                                 The monthly pension benefits determined under
Section A-4.1(a).


 


A-4.4                  Company Determination.  The actuarial lump sum present value of a Participant’s benefit
determined under this Appendix A will be determined by the Company, in 


 


39

















 


its
sole and absolute discretion, by using such factors and assumptions as the
Company considers appropriate in its sole and absolute discretion as of the
date of distribution or transfer.


 


A-5                            Forfeiture of SPP III Benefit.


 


A-5.1                  Pre-Age 55 SPP III Forfeiture.                          
A Participant who has
a Termination of Employment prior to attaining age 55 will forfeit that portion
of his or her SPP Benefit Transfer Credit and Earnings Credit determined under Section A-5.3.


 


A-5.2                  ICP Eligibility SPP III
Forfeiture.  A Participant who becomes entitled to receive
payments under an income continuation plan or policy of an Affiliate on account
of his or her Termination of Employment after attaining age 55 will forfeit
that portion of his or her SPP Benefit Transfer Credit and Earnings Credit
determined under Section A-5.3.


 


A-5.3                  Amount of SPP III
Forfeiture.  A Participant’s forfeiture under Sections
A-5.1 or A-5.2 is that portion of the SPP Benefit Transfer Credits attributable
to his or her SPP Benefit determined under Section A-4.3 of Appendix A,
and an amount of Earnings Credits equal to the investment adjustment that would
have been credited on such SPP Benefit Transfer Credits at the Stable Value
Crediting Rate Alternative.


 


40