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Supplemental Pension Plan

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Sectors: Retail
Effective Date: January 08, 1997
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11-29-94
Date Adopted: 12-14-94
Effective: 1-1-95
Amended and Restated 1-8-97


DAYTON HUDSON CORPORATION


SUPPLEMENTAL PENSION PLAN I


ARTICLE I


GENERAL


Sec. 1.1 NAME OF PLAN. The name of the pension plan set forth herein is "Dayton Hudson Corporation Supplemental Pension Plan I" (the "Plan").


Sec. 1.2 PURPOSE. The Plan has been established by Dayton Hudson Corporation (the "Company") to provide retirement income that the Dayton Hudson Corporation Employees' Retirement Plan (the "DHC Plan") as in effect from time to time, The Retirement Plan of The J. L. Hudson Company (the "Hudson Plan") as in effect from time to time, the Mervyn's Pension Plan (the "Mervyn's Plan") as in effect from time to time, and the Dayton Hudson Corporation Excess Benefit Plan (the "Excess Plan") as in effect from time to time cannot provide to certain Participants in such plans because of the limitations imposed by the Internal Revenue Code of 1986, as amended from time to time, relative to compensation above a certain maximum in connection with computing pension benefits under qualified plans. The Plan is intended to be a "top hat plan" as defined in Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974, as amended from time to time, ("ERISA") and shall be interpreted and administered accordingly.


Sec. 1.3 QUALIFIED PLAN. Each of the DHC Plan, the Hudson Plan and the Mervyn's Plan is sometimes referred to herein as a "Qualified Plan".


Sec. 1.4 PARTICIPATION. An employee of the Company or a subsidiary of the Company becomes and remains a Participant in this Plan only if he is a Participant in the DHC Plan and/or the Hudson Plan and/or the Mervyn's Plan, and only if he is a member of a select group of management of the Company or a subsidiary of the Company and is a highly compensated employee of the Company or a subsidiary of the Company. In order to meet the criteria of being a member of a select group of management of the Company or a subsidiary of the Company and being a highly compensated employee of the Company or a subsidiary of the Company, the employee must be designated a member of the Senior Management Group ("SMG") by the Chief Executive Officer of the Company or of an equivalent rank on any revised classification system.


Sec. 1.5 MISCELLANEOUS. The terms in this Plan shall have the same meaning as those used in the Qualified Plans unless the context clearly indicates the contrary.


ARTICLE II
PENSION BENEFITS


Sec. 2.1 AMOUNT OF PENSION. Each Participant in this Plan shall be entitled to a pension under this Plan that is the actuarial equivalent of the excess, if any, of (a) the pension the Participant would be entitled under the benefit formula of the Qualified Plans applied (i) without re
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