Exhibit 10(E)


 


TARGET CORPORATION


SPP I


(2009 Plan Statement)


 


Effective January 1, 2009


As Amended and Restated


 


1

















 


TARGET CORPORATION


SPP I


(2009 Plan Statement)


 


TABLE OF CONTENTS


 


	
  SECTION 1
  INTRODUCTION; DEFINITIONS

  	
   

  	
  1

  
	
  1.1 History

  	
   

  	
  1

  
	
  1.2 Definitions

  	
   

  	
  1

  
	
  1.2.1
  Actuarial Equivalent

  	
   

  	
  1

  
	
  1.2.2
  Affiliate

  	
   

  	
  1

  
	
  1.2.3
  Beneficiary

  	
   

  	
  1

  
	
  1.2.4 Board

  	
   

  	
  1

  
	
  1.2.5
  Change-in-Control

  	
   

  	
  1

  
	
  1.2.6 Code

  	
   

  	
  2

  
	
  1.2.7
  Committee

  	
   

  	
  2

  
	
  1.2.8 Company

  	
   

  	
  3

  
	
  1.2.9 Officer

  	
   

  	
  3

  
	
  1.2.10 Officer
  EDCP

  	
   

  	
  3

  
	
  1.2.11
  Participant

  	
   

  	
  3

  
	
  1.2.12
  Participating Employer

  	
   

  	
  3

  
	
  1.2.13 Pension
  Plan

  	
   

  	
  3

  
	
  1.2.14 Plan

  	
   

  	
  3

  
	
  1.2.15 Plan
  Administrator

  	
   

  	
  3

  
	
  1.2.16 Plan
  Rules

  	
   

  	
  3

  
	
  1.2.17 Plan
  Statement

  	
   

  	
  3

  
	
  1.2.18 SPP IV

  	
   

  	
  3

  
	
  1.2.19
  Termination of Employment

  	
   

  	
  3

  
	
  1.2.20 Trust

  	
   

  	
  4

  
	
   

  	
   

  	
   

  
	
  SECTION 2
  PARTICIPATION

  	
   

  	
  5

  
	
  2.1 Eligibility

  	
   

  	
  5

  
	
  2.2 Termination of
  Participation

  	
   

  	
  5

  
	
  2.3 Rehire

  	
   

  	
  5

  
	
  2.4 Effect on Employment

  	
   

  	
  5

  
	
   

  	
   

  	
   

  
	
  SECTION 3
  BENEFIT – TRADITIONAL FINAL AVERAGE PAY FORMULA

  	
   

  	
  7

  
	
  3.1 Amount of Pension

  	
   

  	
  7

  
	
  3.2 Rehire

  	
   

  	
  7

  
	
   

  	
   

  	
   

  
	
  SECTION 4
  BENEFIT – PERSONAL PENSION ACCOUNT

  	
   

  	
  8

  
	
  4.1 Amount of Pension

  	
   

  	
  8

  
	
  4.2 Rehire

  	
   

  	
  8

  
	
   

  	
   

  	
   

  
	
  SECTION 5
  VESTING

  	
   

  	
  9

  
	
  5.1 General Rule

  	
   

  	
  9

  
	
  5.2 Rehire

  	
   

  	
  9

  
	
  5.3 Transfers to Officer EDCP

  	
   

  	
  9

  



 

















 


	
  SECTION 6
  TRANSFERS

  	
   

  	
  10

  
	
  6.1 Benefit Distributions

  	
   

  	
  10

  
	
  6.2 Transfers to Officer EDCP

  	
   

  	
  10

  
	
   

  	
   

  	
   

  
	
  SECTION 7
  NATURE OF INTEREST

  	
   

  	
  11

  
	
  7.1 Unfunded Obligation

  	
   

  	
  11

  
	
  7.2 Spendthrift Provision

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  SECTION 8
  ADOPTION, AMENDMENT AND TERMINATION

  	
   

  	
  12

  
	
  8.1 Adoption

  	
   

  	
  12

  
	
  8.2 Amendment

  	
   

  	
  12

  
	
  8.3
  Termination

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  SECTION 9
  CLAIM PROCEDURES

  	
   

  	
  14

  
	
  9.1  Claim Procedures

  	
   

  	
  14

  
	
  9.2 Rules and Regulations

  	
   

  	
  16

  
	
  9.3 Limitations and Exhaustion

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  SECTION 10
  PLAN ADMINISTRATION

  	
   

  	
  18

  
	
  10.1 Plan Administration

  	
   

  	
  18

  
	
  10.2 Conflict of Interest

  	
   

  	
  18

  
	
  10.3 Membership and Authority

  	
   

  	
  19

  
	
  10.4 Service of Process

  	
   

  	
  19

  
	
  10.5 Choice of Law

  	
   

  	
  19

  
	
  10.6 Responsibility for
  Delegate

  	
   

  	
  19

  
	
  10.7 Expenses

  	
   

  	
  19

  
	
  10.8 Errors in Computations

  	
   

  	
  19

  
	
  10.9 Indemnification

  	
   

  	
  19

  
	
  10.10 Notice

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  SECTION 11
  CONSTRUCTION

  	
   

  	
  21

  
	
  11.1 ERISA Status

  	
   

  	
  21

  
	
  11.2 IRC Status

  	
   

  	
  21

  
	
  11.3 Rules of Document
  Construction

  	
   

  	
  21

  
	
  11.4 References to Laws

  	
   

  	
  21

  
	
  11.5 Appendices

  	
   

  	
  21

  



 

















 


SECTION 1

INTRODUCTION; DEFINITIONS


 


1.1                               History.  The
Company originally established this Plan (formerly known as the Target
Corporation Supplemental Pension Plan I) effective as of January 1,
1995.  The Plan is a non-qualified,
unfunded plan intended to replace certain pension benefits for a select group
of management or highly compensated employees who are officers.  The Plan provides retirement benefits not
provided under the Pension Plan as a result of the limitations imposed by Code
sections 401(a)(17) and 415.   The Plan
is intended to be a “top hat plan” as defined under the Employee Retirement
Income Security Act of 1974, as amended from time to time.   Since the effective date of this Plan, upon
a Participant becoming an Officer of the Company, the benefit due under the
Target Corporation SPP IV has been transferred to this Plan.  Effective April 30, 2002, for
Participants in this Plan who were members of the Company’s Corporate Operating
Committee, the Company transferred the present value of the vested benefit due
under this Plan to the Officer EDCP. 
Effective July 31, 2002, this transfer was extended to all Officers
of the Company.  After such transfer, no
benefits were due or payable to the Participant from this Plan. Further, after
the transfer, the individuals would no longer participate in this Plan or be
eligible for further accruals under this Plan. 
Effective January 1, 2005 (and other effective dates as specifically
provided), this Plan was operated in compliance with Code section 409A.  This Plan Statement, which is intended to
comply with Code section 409A, is effective January 1, 2009.


 


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


 


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


 


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


 


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


 


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


 


1.2.5                    Change-in-Control.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


1.2.19            Termination of Employment.


 


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


 


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


 


3

















 


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
Employment will be deemed to occur once the leave of absence exceeds six
months.


 


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


 


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


 


4














 


SECTION 2


PARTICIPATION


 


2.1                               Eligibility.


 


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


 


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


 


(b)                                 is an Officer.


 


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


 


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


 


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


 


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


 


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


 


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


 


2.4                               Effect on Employment.


 


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


 


2.4.2                     Not an Employment Contract.  The
Plan is not and shall not be deemed to constitute a contract of employment
between any Participating Employer and any Employee or other person, nor shall anything
herein contained be deemed to give any Employee or other


 


5

















 


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.


 


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SECTION 3


BENEFIT – TRADITIONAL FINAL AVERAGE PAY FORMULA


 


3.1                               Amount of Pension.


 


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


 


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


 


(b)                                 The excess, if any, of:


 


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


 


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


 


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


 


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


 


Over


 


(ii)                                  The sum of:


 


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


 


(B)                                The monthly pension benefit of the
Participant transferred to this Plan as determined under Section 3 of SPP
IV.


 


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


 


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


 


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


 


7

















 


SECTION 4


BENEFIT – PERSONAL PENSION ACCOUNT


 


4.1                               Amount of Pension


 


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


 


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


 


(b)                                 the excess, if any, of:


 


(i)                                   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 Pension Plan (Article VII
of the Pension Plan), if such account were applied:


 


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


 


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


 


Over


 


(ii)                                The sum of:


 


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


 


(B)                                The pension benefit of the Participant
transferred to this Plan as determined under Section 4 of SPP IV.


 


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


 


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


 


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


 


8

















 


SECTION 5


VESTING


 


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


 


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


 


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


 


9

















 


SECTION 6


TRANSFERS


 


6.1                               Benefit Distributions.


 


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


 


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


 


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


 


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


 


6.2.1                     Timing of Benefit Transfer.


 


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


 


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


 


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


 


10

















 


SECTION 7

NATURE OF INTEREST


 


7.1                               Unfunded Obligation.  The
obligation of the Participating Employers to provide benefits pursuant to this
Plan constitutes only the unsecured (but legally enforceable) promise of the
Participating Employers to provide such benefits.  Participants and their Beneficiaries, heirs,
successors and assigns shall have no legal or equitable rights, claims or
interests in any specific property or assets of the Company or a Participating
Employer, nor shall they be beneficiaries of, or have any rights, claims or
interests in any life insurance policies, annuity contracts or the proceeds
therefrom owned or which may be acquired by the Company.


 


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


 


11

















 


SECTION 8


ADOPTION, AMENDMENT AND TERMINATION


 


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


 


8.2                               Amendment.


 


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


 


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


 


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


 


8.3                               Termination.


 


8.3.1                     General Rule.


 


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


 


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


 


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


 


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


 


12

















 


“Plan termination effective date”) unless, prior to such Plan
termination effective date, the Board affirmatively determines that the Plan
will not be terminated as of such effective date. The Board will be deemed to
have taken action to irrevocably terminate the Plan as of the Plan termination
effective date by its failure to affirmatively determine that the Plan will not
terminate as of such date.


 


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


 


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


 


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


 


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


 


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SECTION 9


CLAIM PROCEDURES


 


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


 


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


 


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


 


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


 


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


 


(a)                                 the specific reasons for the adverse
determination,


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


(a)                                 the specific reasons for the denial,


 


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


 


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


 


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


 


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


 


15

















 


9.2                               Rules and Regulations.


 


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


 


9.2.2                    Specific Rules.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9.3                               Limitations and Exhaustion.


 


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


 


16

















 


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


 


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


 


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


 


(b)                                the date the claim was denied.


 


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


 


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


 


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


 


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


 


17

















 


SECTION 10


PLAN ADMINISTRATION


 


10.1                        Plan Administration.


 


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


 


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


 


(a)                                 The Board.


 


(b)                                The Chief Executive Officer of the Company.


 


(c)                                 The senior Vice President of Human Resources
of the Company.


 


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


 


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


 


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


 


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


 


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


 


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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 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 


 


19

















 


such
person’s services as an administrator in connection with the Plan, but only if
such person did not act dishonestly, or in bad faith, or in willful violation
of the law or regulations under which such liability, loss, cost or expense
arises.


 


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


 


20

















 


SECTION 11


CONSTRUCTION


 


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


 


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


 


11.3                        Rules of Document
Construction.  In the event any provision of the Plan
Statement is held invalid, void or unenforceable, the same shall not affect, in
any respect whatsoever, the validity of any other provision of the Plan.  The titles given to the various Sections of
the Plan Statement are inserted for convenience of reference only and are not
part of the Plan Statement, and they shall not be considered in determining the
scope, purpose, meaning or intent of any provision hereof.  The provisions of the Plan Statement shall be
construed as a whole in such manner as to carry out the provisions thereof and
shall not be construed separately without relation to the context.


 


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


 


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


 


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