Pension Excess Plan

Exhibit 10.u


FINGERHUT CORPORATION
PENSION EXCESS PLAN
As Adopted Effective Generally as of January 1, 1995


Table of Contents


Page


ARTICLE 1 Description 1


1.1 Plan Name 1
1.2 Plan Purpose 1
1.3 Plan Type 1


ARTICLE 2 Definitions, Construction and Interpretation 2


2.1 Administrator 2
2.2 Board 2
2.3 Code 2
2.4 Company 2
2.5 ERISA 2
2.6 Governing Law 2
2.7 Headings 2
2.8 Number and Gender 2
2.9 Participant 2
2.10 Pension Plan 2
2.11 Plan 2
2.12 Trust 2
2.13 Trustee 2


ARTICLE 3 Participation 3


3.1 Participation 3
3.2 Condition of Participation 3


ARTICLE 4 Benefits 4


4.1 Amount 4
4.2 Form and Time of Payment 4
4.3 Entitlement, Reductions 5
4.4 Payment in the Event of Incapacity 5


ARTICLE 5 Source of Payments; Nature of Interest 6


5.1 Establishment of Trust 6
5.2 Source of Payments 6
5.3 Status of Plan 6
5.4 Non-assignability of Benefits 6


ARTICLE 6 Amendment and Termination 7


6.1 Amendment 7
6.2 Termination of Participation 7
6.3 Termination 7


ARTICLE 7 Administration 9


7.1 Administrator 9
7.2 Rules and Regulations 9
7.3 Administrator's Discretion 9
7.4 Specialist's Assistance 9
7.5 Indemnification 9
7.6 Benefit Claim Procedure 9
7.7 Disputes 10


ARTICLE 8 Miscellaneous 11


8.1 Withholding and Offsets 11
8.2 Other Benefits 11
8.3 No Warranties Regarding Tax Treatment 11
8.4 No Employment Rights Created 11


FINGERHUT CORPORATION
PENSION EXCESS PLAN


ARTICLE 1
Description of Plan


1.1 Plan Name. The name of the Plan is the "Fingerhut
Corporation Pension Excess Plan."


1.2 Plan Purpose. The purpose of the Plan is to ensure that
Participants will not be deprived of benefits that would
otherwise be payable under the Pension Plan but for the reduction
in the limitation on compensation imposed by Code section
401(a)(17) from $235,840 to $150,000 and based on the $115,641
limitation in effect for 1993 under Code section 415(b)(1)(A).


1.3 Plan Type. The Plan is an unfunded plan maintained
primarily for the purpose of providing deferred compensation for
a select group of management or highly compensated employees and,
as such, is exempt from Parts 2, 3 and 4 of Subtitle B of Title I
of ERISA by operation of sections 201(2), 302(a)(3) and 401(a)(4)
thereof, respectively, and from Title IV of ERISA by operation of
section 4021(a)(6) thereof. The Plan is also intended to be
unfunded for tax purposes. The Plan will be construed and
administered in a manner that is consistent with and gives effect
to the foregoing.


ARTICLE 2
Definitions, Construction and Interpretation


The definitions and rules of construction and interpretation set forth in this article apply in construing the Plan unless the context otherwise indicates.


2.1 Administrator. "Administrator" means the Company or any
individual or committee appointed by the Board to perform
administrative duties pursuant to Section 7.1.


2.2 Board. "Board" means the Company's Board of Directors or
any individual or committee authorized to act on behalf of such
Board of Directors.


2.3 Code. "Code" means the Internal Revenue Code of 1986, as
amended. Any reference to a specific provision of the Code
includes a reference to that provision as it may be amended from
time to time and to any successor provision.


2.4 Company. "Company" means Fingerhut Corporation or any
successor thereto.


2.5 ERISA. "ERISA" means the Employee Retirement Income
Security Act of 1974, as amended. Any reference to a specific
provision of ERISA includes a reference to that provision as it
may be amended from time to time and to any successor provision.


2.6 Governing Law. To the extent state law is not preempted by
the provisions of ERISA or any other laws of the United States,
this Plan will be administered, and all questions pertaining to
the construction, validity, effect and enforcement of the Plan
will be determined, in accordance with the internal, substantive
laws of the State of Minnesota without regard to the conflict of
law rules of the State of Minnesota or of any other jurisdiction.


2.7 Headings. The headings of articles, sections, subsections
and clauses are included solely for convenience and, if there is
a conflict between such headings and the text of the Plan, the
text will control.


2.8 Number and Gender. Wherever appropriate, the singular may
be read as the plural, the plural may be read as the singular and
one gender may be read as the other gender.


2.9 Participant. "Participant" means an individual described in
Section 3.1.


2.10 Pension Plan. "Pension Plan" means the Fingerhut
Corporation Pension Plan.


2.11 Plan. "Plan" means the Fingerhut Corporation Pension Excess
Plan, as from time to time amended.


2.12 Trust. "Trust" means any trust or trusts established by the
Company pursuant to Section 5.1.


2.13 Trustee. "Trustee" means the independent corporate trustee
or trustees that at the relevant time has or have been appointed
to act as Trustee of the Trust.


ARTICLE 3
Participation


3.1 Participation. To be eligible to receive benefits pursuant
to the Plan, an individual must have been


(a) an officer of the Company on January 1, 1994 and
December 31, 1994 and


(b) a participant in the Pension Plan on January 1, 1994.


A Participant will cease to be such as of the date on which
all benefits to which he or she is entitled under the Plan
have been distributed in full.


3.2 Condition of Participation. As a condition to the receipt
of benefits pursuant to the Plan, each Participant is bound by
all of the terms and conditions of the Plan, including but not
limited to the reserved right of the Board to amend or terminate
the Plan and the provisions of Section 7.7, and is required to
furnish to the Administrator such pertinent information, and must
execute such instruments, as the Administrator may require.


ARTICLE 4
Benefits


4.1 Amount.


(A) As of the date on which a Participant's Pension Plan
benefit is scheduled to commence, the Administrator will
determine the amount of the benefit to which the Participant is
entitled pursuant to the Plan in accordance with Subsection (B).


(B) Subject to Sections 4.2 and 4.3, the amount of the
benefit to which a Participant is entitled pursuant to the Plan
will be computed in the following manner:


(1) The Administrator will determine a monthly benefit
amount equal to the amount by which the monthly benefit
determined pursuant to clause (a) exceeds the monthly benef ...