DAYTON HUDSON CORP
EXHIBIT 10B
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<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_dayton_hudson_corporation_exec__day03883"> </A></FONT><FONT SIZE=2><B>Dayton Hudson Corporation<BR>   EXECUTIVE LONG TERM INCENTIVE PLAN<BR> OF 1981<BR> (As amended and restated September&nbsp;8, 1999)  </B></FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_i_establishment_of_the_plan"> </A></FONT><FONT SIZE=2><B>ARTICLE I<BR> Establishment of the Plan  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.1&nbsp;&nbsp;The name of this plan shall be "The Dayton Hudson Corporation Executive Long Term Incentive Plan of 1981" (hereinafter called the "Plan").</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;1.2&nbsp;&nbsp;The
purpose of the Plan is to advance the interim performance and long-term growth of the Company by offering long-term incentives, in addition to current
compensation and other benefits, to those key employees of the Company and its Subsidiaries who the Plan Committee determines will contribute to such performance and growth inuring to the benefit of
the shareholders of the Company. Such long-term incentives may take the form of Stock Options, or Performance Shares, or Restricted Stock Awards or any combination.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_ii_definitions"> </A></FONT><FONT SIZE=2><B>ARTICLE II<BR> Definitions  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Award.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;An "Award" is used at times in the Plan to refer to the act of granting a Stock Option,
Performance Share or Restricted Stock Award under the Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Board.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Board" is the Board of Directors of Dayton Hudson Corporation.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Code.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Code" is the Internal Revenue Code of 1986, as amended, as now in force or as hereafter
amended.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Company.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Company" is Dayton Hudson Corporation, a Minnesota corporation, and any successor
thereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Covered Officer.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Covered Officer" includes all Participants whose compensation, in the year in
which the Award is made, is subject to the compensation expense deduction limitations set forth in Section 162(m) of the Code.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Date of Grant.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Date of Grant" shall be the date designated in the resolution by the Plan Committee
as the date of such Stock Option(s) or Performance Share(s) or Restricted Stock Award(s), but such date shall not be earlier than the date of the resolution and action thereon by the Plan Committee,
or earlier than the effective date of the Plan, and in the absence of a date of grant or a fixed method of computing such date being specifically set forth in the Plan Committee's resolution, then the
Date of Grant shall be the date of such Plan Committee's resolution and action.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.7</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Fair Market Value.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Fair Market Value" of a share of Company common stock on any date is 100% of
the mean between the high and low prices for such stock as reported for such stock on the New York Stock Exchange Composite Transactions Listing ("Composite Listing") on such date, or in the absence
of such report 100% of the mean between the high and low prices of such stock on the New York Stock Exchange on such date or, if no sale has been recorded on the Composite Listing or made on such
Exchange on such date, then on the last preceding date on which any such sale shall have been made in the order of primacy above indicated.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.8</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Holder.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A "Holder" is a person who has been granted a Restricted Stock Award.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.9</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Incentive Stock Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Incentive Stock Options" are Stock Options that are intended to qualify
under Section 422 of the Code.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.10</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Non-Qualified Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Non-Qualified Options" are Stock Options that are not intended to qualify
under Section 422 of the Code.
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</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.11</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Participant.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A "Participant" is a person designated as such by the Plan Committee, pursuant to
Article&nbsp;III hereof, for participation in the Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.12</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Performance Goals.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Performance Goals" are defined in Section 4.1 hereof.</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.13</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Performance Period.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;"Performance Period", with respect to a Performance Share, is a period of four
consecutive fiscal years of the Company, beginning with the fiscal year in which such Performance Share is granted and may be referred to herein and by the Plan Committee by use of the calendar year
in which a particular Performance Period commences.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.14</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Performance Share.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A "Performance Share" is a potential award consisting of a right to one share
of the Company's $.3333 par value common stock (subject to increase as provided in Section 4.2 hereof) or a lesser number of shares and the cash payment set forth in Section 5.2 hereof. A Performance
Share shall be of no value to a Participant unless and until earned in accordance with Article&nbsp;V hereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.15</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Plan Committee.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The "Plan Committee" is the Committee referenced in Article&nbsp;IX hereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.16</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Plan Year.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The "Plan Year" shall be a fiscal year of the Company falling within the term of this
Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.17</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Relevant Change Adjustments.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Appropriate adjustments in the number of shares and in the option
price per share as authorized herein, may be made by the Plan Committee, in its discretion (except as provided in Section 11.8 hereof), to give effect to adjustments made in the number of shares of
Company common stock through a merger, consolidation, recapitalization, reclassification, combination, spin-off, common stock dividend, stock split or other relevant change.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.18</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Restricted Stock Award.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A "Restricted Stock Award" is an Award granted under Article&nbsp;VII of
this Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.19</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Stock Option.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A "Stock Option" is a right accruing in a Participant to purchase from the Company
one share of the Company's $.3333 par value common stock at the Fair Market Value of such share of common stock on the Date of Grant of the Stock Option, such exercise of option to be made any time
within ten years and one day (ten years with respect to Incentive Stock Options) following the Date of Grant, and containing the terms and conditions set forth or allowed under Article&nbsp;VI
hereof. Stock Options may be either Non-Qualified Options or Incentive Stock Options.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.20</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Subsidiary Corporation.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;For purposes of this Plan, the term "Subsidiary" or "Subsidiary
Corporation" means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, in which each of the corporations other than the last corporation in the
unbroken chain owns stock possessing fifty percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain as determined at the point in time
when reference is made to such "Subsidiary" or "Subsidiary Corporation" in this Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;2.21</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A "Change in Control" shall be deemed to have occurred if:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>a
majority of the directors of the Company shall be persons other than persons
<BR><BR></FONT>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>for
whose election proxies shall have been solicited by the Board or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>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,</FONT></DD></DL>
</DD></DL>
<UL>
<BR>
</UL>
<DL compact>
<DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>30%
or more of the outstanding Voting Stock (as defined in Article&nbsp;IV of the Restated Articles of Incorporation, as amended, of the Company) of the Company is acquired or
beneficially owned (as defined in Article&nbsp;IV of the Restated Articles of Incorporation, as amended, of the Company) by any person (as defined in Article&nbsp;IV of the Restated Articles of
Incorporation, as amended, of the Company), or</FONT><P><FONT SIZE=2></font></p><p
align=center>2<font></FONT></P>

<P><FONT SIZE=2>

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</FONT></P>

</DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>the
shareholders of the Company approve a definitive agreement or plan to
<BR><BR></FONT>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>merge
or consolidate the Company with or into another corporation (other than (1)&nbsp;a merger or consolidation with a Subsidiary of the Company
or (2) a merger in which the Company is the surviving corporation and either (A)&nbsp;no outstanding Voting Stock of the Company (other than fractional shares) held by shareholders immediately prior
to the merger is converted into cash (except cash upon the exercise by holders of Voting Stock of the Company of statutory dissenters' rights), securities, or other property or (B)&nbsp;all holders
of outstanding Voting Stock of the Company (other than fractional shares) immediately prior to the merger (except those that exercise statutory dissenters' rights) have substantially the same
proportionate ownership of the Voting Stock of the Company or its parent corporation immediately after the merger),
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>exchange,
pursuant to a statutory exchange of shares of Voting Stock of the Company held by shareholders of the Company immediately prior to the
exchange, shares of one or more classes or series of Voting Stock of the Company for shares of another corporation or other securities, cash or other property,
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>sell
or otherwise dispose of all or substantially all of the assets of the Company (in one transaction or a series of transactions) or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iv)</FONT></DT><DD><FONT SIZE=2>liquidate
or dissolve the Company.</FONT></DD></DL>
</DD></DL>
</UL>
<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_iii_granting_of_stock___art04087"> </A></FONT><FONT SIZE=2><B>ARTICLE III<BR> Granting of Stock Options, Performance Shares<BR> and Restricted Stock Awards to Participants  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Eligible Employees.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Stock Options, Restricted Stock Awards or Performance Shares may be granted by
the Plan Committee to any key employee of the Company or a Subsidiary Corporation. A Stock Option(s) or Performance Share(s) or Restricted Stock Award(s) may be granted to a director of the Company
provided that he/she is also at the time of grant a key employee of the Company or a Subsidiary Corporation. No Stock Option(s) or Performance Share(s) or Restricted Stock Award(s) shall be granted to
a person who is at the time of award a member of the Plan Committee. A person who has been engaged by the Company for employment shall be eligible for grants under the Plan,
provided such person actually reports for and commences such employment within ninety days after the Date of Grant.</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Designation of Participants.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;At any time and from time to time during the Plan Year, the Plan
Committee may designate the key employees of the Company and its Subsidiaries eligible for Awards.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Allocation of Stock Option(s), Performance Share(s) or Restricted Stock Award(s).</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Contemporaneously
with the designation of a Participant pursuant to Section 3.2 hereof, the Plan Committee shall determine the number of Stock Option(s) and/or Restricted Stock Award(s) and/or Performance Share(s) to
be granted to such Participant and the Date of Grant for such related Stock Option or Performance Share or Restricted Stock Award, taking into consideration such factors as it deems relevant, which
may include the following:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>the
total number of Stock Option(s) and/or Restricted Stock Award(s) and/or Performance Share(s) available for allocation to all Participants; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>the
work assignment or the position of the Participant and its sensitivity and/or impact in relationship to the profitability and growth of the Company and its Subsidiaries; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>the
Participant's current and potential performance in reference to such factors.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>Allocation
of Awards may, in the discretion of the Plan Committee, be in the form of Stock Option(s) solely or Performance Share(s) solely, or Restricted Stock Award(s) solely, or any combination in
whatever</FONT><FONT SIZE=2></font></p><p
align=center>3<font></FONT><FONT SIZE=2>
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relationship one to the other, if any, as the Plan Committee in its discretion so determines. Allocation of Stock Options may, in the discretion of the Plan Committee, be in the form of Incentive
Stock Option(s) solely or Non-Qualified Option(s) solely or a combination in whatever relationship to the other, if any, as the Plan Committee in its discretion so determines.</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;3.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Notification to Participants and Delivery of Documents.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;As soon as practicable after such
determinations have been made, each Participant, shall be notified of (i)&nbsp;his/her designation as a Participant, (ii)&nbsp;the Date of Grant, and (iii)&nbsp;the number of Stock Option(s),
and/or Restricted Stock Award(s) and/or the number of Performance Share(s) granted to the Participant, and in the case of Performance Share(s), the Performance Period and in the case of Restricted
Stock Award(s), the Restriction Period. The Participant shall thereafter be supplied with written evidence of any such granted Performance Share(s) and/or Restricted Stock Award(s), and shall receive
a Stock Option exercisable for purchase of one share of the Company's $.3333 par value common stock for each Stock Option granted to the Participant pursuant to this Plan or indicating the aggregate
of such grant, which option agreement(s) shall be in conformity with the provisions of Article&nbsp;VI hereof.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_iv_performance_goals_and_maximum_award"> </A></FONT><FONT SIZE=2><B>ARTICLE IV<BR> Performance Goals and Maximum Award  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Establishment of Goals.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Within a reasonable period of time after the beginning of each Performance
Period, Performance Goals relative to such Performance Period shall be established by the Plan Committee in its absolute discretion. Such Performance Goals may include, but, except as provided below,
are not limited to, criteria such as PTOC, EVA, amount or rate of growth in consolidated profits of the Company expressed as a percent, earnings per share, return on capital, return on investment,
return on shareholders' equity. Performance Goals for Covered Officers must be based upon one or more of the
foregoing specifically described performance goals. Performance Goals may be absolute in their terms or be measured against or in relationship to other companies comparably, similarly or otherwise
situated. The Plan Committee, in its sole discretion, may modify the Performance Goals if it determines that circumstances have changed and modification is required to reflect the original intent of
the Performance Goals. The Plan Committee may in its discretion classify Participants into as many groups as it determines, and as to any Participant(s) relate his/her Performance Goals partially, or
entirely, to the measured performance, either absolutely or relatively, of an identified Subsidiary, operating company or test strategy or new venture of the Company.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Levels of Performance Required to Earn Performance Shares.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;At or about the same time that
Performance Goals are established for a specific period, the Plan Committee shall in its absolute discretion establish the percentage (not to exceed 150% thereof) of the Performance Share(s) granted
for such Performance Period which shall be earned by the Participant for various levels of performance measured in relation to achievement of Performance Goals for such Performance Period.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Other Restrictions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan Committee may provide restrictions on the delivery of common stock of
the Company upon the earning of Performance Shares, including the future forfeiture of all or part of the common stock earned. The Plan Committee may provide that the shares of the Company's .3333 par
value common stock issued on Performance Shares Earned be held in escrow and/or legended.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Notification to Participants.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Promptly after the Plan Committee has established Performance Goals
for a specific Performance Period or modified such goals, each Participant who has received a grant of any Performance Share(s) for that period shall be provided with written evidence of the
Performance Goals so established or modified.</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;4.5&nbsp;&nbsp;During
any Plan Year, no Covered Officer may receive Awards that, in the aggregate, could result in that Participant receiving, earning or acquiring more than
1,000,000 shares of the Company's $.3333 par value common stock, subject to the adjustments described in Section 2.17.</FONT><FONT SIZE=2></font></p><p
align=center>4<font></FONT><FONT SIZE=2>
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</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_v_earning_of_performance_shares"> </A></FONT><FONT SIZE=2><B>ARTICLE V<BR> Earning of Performance Shares  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Measurement of Performance against Performance Goals.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan Committee shall as soon as
practicable after the close of each Performance Period, make a determination of:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>the
extent to which the Performance Goals for such Performance Period have been achieved;
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>the
percentage of the Performance Shares granted for such Performance Period which are earned for such Performance Period by Participants who have been from his/her date of hire in
the continuous employ of the Company or Subsidiary or a combination thereof, during the subject Performance Period; and
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>the
percentage of Performance Shares to be paid in cash, if any. The percentage paid in cash shall be uniform for all Participants in a particular Performance Period.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>These
determinations shall be absolute and final as to the facts and conclusions therein made and be binding on all parties. Promptly after the Plan Committee has made the foregoing determination each
Participant who has earned Performance Share(s) based thereon shall be notified, in writing, of the
number of Performance Shares so earned. For all purposes of this Plan notice shall be deemed to have been given the date action is taken by the Plan Committee making the determination.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Treatment of Performance Shares Earned.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Upon the determination that a percentage of the Performance
Share(s) has been earned for a Performance Period, a Participant to whom such earned Performance Share(s) has been granted and who has been (or was) in the employ of the Company or a Subsidiary
thereof continuously from the date of his/her hire during the subject Performance Period to which the grant relates, subject to the exceptions set forth at Section 5.5 and Section 5.6 hereof, shall be
entitled, subject to the other conditions of this Plan, to receive the shares of the Company's $.3333 par value common stock for each Performance Share earned (less the shares paid in cash), plus a
cash payment in the amount of the Fair Market Value of the shares of common stock to be paid in cash as determined in Section&nbsp;5.1(c)&nbsp;hereof, calculated as of the close of business on the
date of the notice referred to in Section&nbsp;5.1 hereof. The provisions of Section 5.5 to the contrary notwithstanding, the Plan Committee may provide that the issued shares of common stock be
held in escrow and/or be legended and that the common stock be subject to restrictions, including the future forfeiture of all or a part of the shares. Performance Shares shall under no circumstances
become earned or have any value whatsoever for any Participant who is not in the employ of the Company or its Subsidiaries continuously during the entire Performance Period for which such Performance
Shares are granted, except as provided at Section 5.5 or Section 5.6 hereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Stock-Cash Distribution.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Each distribution determined in accordance with Section 5.2 above shall be
made as soon as practicable after Performance Shares have been determined to have been earned unless the provisions of Section 5.4(a)&nbsp;hereof are applicable to a Participant.</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.4(a)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Deferral of Receipt of Performance Share Earnout.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A Participant who has received a grant of
Performance Shares may by compliance with the then applicable procedures under the Plan irrevocably elect in writing to defer receipt of all or any part of the stock-cash distribution associated with
the earnout, if any, of the Performance Shares (the combination thereof hereafter referred to as the "deferred account"). The deferral shall be effective until the Participant terminates his/her
employment with the Company and its Subsidiaries except as otherwise provided herein.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
terms and conditions of such deferral, including but not limited to, the period of time for, and form of, election; the manner and method of payout; the form in which the deferred
account shall be held; the interest equivalent or other payment that shall accrue upon the deferred account pending its payout; and the use and form of dividend equivalents in respect of stock units
included within any deferred</FONT><FONT SIZE=2></font></p><p
align=center>5<FONT SIZE=2>
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account, shall be as determined from time to time by the Plan Committee, which Plan Committee may change any and all of the terms and conditions at any time applicable to deferrals thereafter made.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.4(b)</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Amendment of Deferral Arrangements.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Plan Committee may, at any time and from time to time,
but prospectively only except as hereinafter provided, amend, modify, change, suspend or cancel any and all of the rights, procedures, mechanics and timing parameters relating to the deferral of
receipt of Performance Share earnout under the Plan as set forth at Section 5.4(a) hereof. In addition, the Plan Committee may, in its sole discretion, accelerate the payout of the deferred account,
or any portion thereof, either in a lump sum or in a series of payments, but under the following conditions only:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>the
Federal tax statutes, regulations or interpretations are amended, modified, or otherwise changed or affected in such a manner as to adversely alter or modify the tax effect of
the "deferred account" as
it is comprehended under the tax law and interpretations in effect for deferred accounts as of the effective date of this Plan, or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>the
deferred account holder suffers or incurs an event that would qualify for a "withdrawal" of contributions that have not been accumulated for two years without adverse
consequences on the tax status of a qualified profit-sharing or stock bonus plan under the Federal tax laws applicable from time to time to such types of plans.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Non-Disqualifying Termination of Employment.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Except for Section 5.6 hereof, the only exceptions to
the requirement of continuous employment during a Performance Period for Performance Share earnout eligibility are termination of a Participant's employment by reason of death (in which event the
Performance Shares may be transferable by will or the laws of descent and distribution only to such Participant's beneficiary designated to receive the Performance Shares or to the Participant's
applicable legal representatives, heirs or legatees), total and permanent disability, normal or late retirement or early retirement, with the consent of the Plan Committee, or transfer of an executive
in a spin-off, with the consent of the Plan Committee, occurring during the Performance Period applicable to the subject Performance share grant. In such instance an earnout of the Performance Shares
shall be made, as of the end of the Performance Period, and 100% of the total Performance Shares that would have been earned during the Performance Period shall be earned and paid out; provided,
however, in a spin-off situation the Plan Committee may set additional conditions, such as, without limiting the generality of the foregoing, continuous employment with the spin-off entity. If a
Participant's termination of employment does not meet the criteria set forth above, but the Participant had at least 15 years of continuous employment with the Corporation or a Subsidiary or any
combination thereof, provided that if the person is not an Executive Officer (as defined under the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) of the
Corporation at time of termination such 15 years need not be continuous, the Plan Committee may allow earn-outs of up to 100% of the total Performance Shares for the Performance Period(s) in which the
termination of employment occurred, subject to any conditions that the Plan Committee shall determine.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;5.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of a Change in Control, all outstanding Performance Shares granted
under the Plan shall be proratably payable ten days after the Change in Control; provided that no Performance Share shall be payable to a Participant within six months after the Date of Grant. The
amount of Performance Shares payable shall be determined by multiplying 100% of each Performance Share grant by a fraction, the numerator of which shall be the number of months that have elapsed in
the applicable Performance Period and the denominator of which shall be forty-eight.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_vi_stock_options"> </A></FONT><FONT SIZE=2><B>ARTICLE VI<BR> Stock Options  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Non-Qualified Option.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Non-Qualified Options granted under the Plan are not intended to be Incentive
Stock Options under the provisions of Section 422 of the Code. The Non-Qualified Options shall be evidenced by Non-Qualified Option agreements in such form and not inconsistent with the Plan as the</FONT><FONT SIZE=2></font></p><p
align=center>6<FONT SIZE=2>
<!-- ZEQ.=6,SEQ=6,EFW="9929539",CP="DAYTON HUDSON CORPORATION",DN="3",FOLIO=6,FILE='DISK037:[99STP8.99STP2868]KC2868B.;6',USER='BSANDFO',CD='10-DEC-1999;14:53' -->
Plan Committee shall in its sole discretion approve from time to time, which agreements shall specify the number of shares to which they pertain and the purchase price of such shares and shall, but
without limitation, contain in substance the following terms and conditions:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2><I>Option Period.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Each option granted shall expire and all rights to purchase shares thereunder shall cease ten years
and one day after the Date of Grant of the Stock Option or on such date prior thereto
as may be fixed by the Plan Committee, or on such date prior thereto as is provided by this Plan in the event of termination of employment or death or reorganization pursuant to Section
11.8(b)&nbsp;hereof. No option shall permit the purchase of any shares thereunder during the first year after the Date of Grant of such option, except as provided in Section 6.3 hereof.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2><I>Transferability and Termination of Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;During the lifetime of an individual to whom an option is granted, the
option may be exercised only by such individual and only while such individual is an employee of the Company or a Subsidiary and only if the Participant has been continuously so employed by any one or
combination thereof since the Date of Grant of the option; provided, however, that if the employment of such Participant by the Company or a Subsidiary Corporation terminates, the option may
additionally be exercised as follows, or in any other manner provided by the Plan Committee, but in no event later than 10 years and one day after the Date of Grant of the Stock Option, except as set
forth in (ii)&nbsp;below:
<BR><BR></FONT>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>if
a Participant's termination of employment occurs by reason of normal or late retirement under any retirement plan of the Company or its
Subsidiaries, such Participant's Stock Options may be exercised within five years after the date of such termination of employment. If a Participant's termination of employment occurs by reason of
early retirement under any retirement plan of the Company or its Subsidiaries, or, by reason of the transfer of an executive in a spin-off, or by reason of total and permanent disability, as
determined by the Plan Committee, without retirement, then such Participant's Stock Options shall be exercisable for a period of up to five years after the date of such termination of employment if
the Plan Committee consents to such an extension. During the extension period the right to exercise options, if any, accruing in installments, shall continue; provided, however, in an early retirement
or a spin-off situation the Plan Committee may set additional conditions, such as, without limiting the generality of the foregoing, an agreement to not provide services to a competitor of the Company
and its Subsidiaries and/or continuous employment with the spin-off entity.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>if
a Participant's termination of employment occurs by reason of death, then within five years after the date of death or the life of the option,
whichever is less, but in no event less than one year after the date of death, during which time installments shall continue to accrue.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>if
a Participant's termination of employment occurs for any reason other than as specified in Section 6.1(b)(i)&nbsp;or (ii)&nbsp;hereof, the
Participant has been continuously employed by the Company or a Subsidiary or any combination for more than 15 years, provided that if the person is not an Executive Officer (as defined under the
Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) of the Corporation at the time of termination such 15 years need not be continuous, and if the Plan Committee
so approves, then within a period of up to five years after the date of termination of employment. During the period the right to exercise options, if any, accruing in installments shall continue;
provided, however, the Plan Committee may set additional conditions.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iv)</FONT></DT><DD><FONT SIZE=2>if
a Participant's termination of employment occurs for any reason other than as specified in Section 6.1(b)(i)&nbsp;or (ii)&nbsp;hereof, the
Plan Committee has not approved an extension pursuant to Section 6.1(b)(iii)&nbsp;and Participant's termination of employment is not occasioned by the commission of a dishonest or other illegal act,
then, but only with respect to installments that have as of the date of termination already accrued, within ninety days after the date of such</FONT><P><FONT SIZE=2></font></p><p
align=center>7<font></FONT></P>

<P><FONT SIZE=2>
<!-- ZEQ.=7,SEQ=7,EFW="9929539",CP="DAYTON HUDSON CORPORATION",DN="3",FOLIO=7,FILE='DISK037:[99STP8.99STP2868]KC2868B.;6',USER='BSANDFO',CD='10-DEC-1999;14:53' -->
termination of employment except in the case of Participants who would at the time be subject to the provisions of Section 16(b)&nbsp;of the Securities Exchange Act of 1934, in which instance the
period of exercise shall be two hundred ten days after termination. Those Participants terminated because of the commission of a dishonest or other illegal act shall have no additional period after
termination of
employment in which to exercise their options. Absence on a leave of absence approved by the Plan Committee shall not be deemed a termination or interruption of continuous employment for the purposes
of the Plan.</FONT></P>

</DD><DT><FONT SIZE=2>(v)</FONT></DT><DD><FONT SIZE=2>Rights
accruing to a Participant under the aforesaid Subsections (b)(i), (b)(iii)&nbsp;and (b)(iv)&nbsp;may, upon the death of a Participant
subsequent to his/her termination of employment, be exercised or perfected by his/her duly designated beneficiary or otherwise by his/her applicable legal representatives, heirs or legatees to the
extent vested in and unexercised or perfected by the Participant at the date of his/her death.</FONT></DD></DL>
</DD></DL>
<UL>
<UL>
<BR>

<P><FONT SIZE=2>No
option shall be assignable or transferable by the individual to whom it is granted, except that it may be transferable (X) by assignment by the Participant to the extent provided in the applicable
option agreement, or (Y) by will or the laws of descent and distribution in accordance with the provisions of this Plan. An option transferred after the death of the Participant to whom it is granted
may only be exercised by such individual's beneficiary designated to exercise the option or otherwise by his/her applicable legal representatives, heirs or legatees, and only within the specific time
period set forth above and only to the extent vested in and unexercised by the Participant at the date of his/her death, except as provided in Section 6.1(b)(ii).</FONT></P>

<P><FONT SIZE=2>In
no event, whether by the Participant directly or by his/her proper assignee or beneficiary or other representative, shall any option be exercisable at any time after its expiration date as stated
in the option agreement, except as provided in Section 6.1(b)(ii). When an option is no longer exercisable it shall be deemed for all purposes and without further act to have lapsed and terminated.
The Plan Committee may in its sole discretion, but shall not be required to, determine, solely for the purposes of the Plan, that a Participant is permanently and totally disabled, and the acts and
decisions of the Plan Committee made in good faith in relation to any such determination shall be conclusive upon all persons and interests affected thereby.</FONT></P>

</UL>
</UL>
<DL compact>
<DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2><I>Exercise of Options.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;An individual entitled to exercise an option may, subject to its terms and conditions and the
terms and conditions of the Plan, exercise it in whole at any time, or in part from time to time, by delivery to the Company at its principal office of written notice of exercise, specifying the
number of whole shares with respect to which the option is being exercised. Before shares may be issued payment must be made in full, in legal United States tender, in the amount of the purchase price
of the shares to be purchased at the time and any amounts for withholding as provided in Section 11.9 hereof; provided, however, in lieu of paying for the exercise price in cash as described above,
the individual may pay (subject to such conditions and procedures as the Plan Committee may establish) all or part of such exercise price by delivering owned and unencumbered shares of the Company
common stock having a Fair Market Value on the date of exercise of the option equal to or less than the exercise price of the options exercised, with cash, as set forth above, for the remainder, if
any, of the purchase price. Subject to rules&nbsp;established by the Plan Committee, the withholdings required by Section 11.9 hereof may be satisfied by the Company withholding shares of Company
common stock issued on exercise that have a Fair Market Value on the date of exercise of the option equal to or less than the withholding required by Section 11.9 hereof.</FONT><P><FONT SIZE=2></font></p><p
align=center>8<font></FONT></P>

<P><FONT SIZE=2>
<!-- ZEQ.=8,SEQ=8,EFW="9929539",CP="DAYTON HUDSON CORPORATION",DN="3",FOLIO=8,FILE='DISK037:[99STP8.99STP2868]KC2868C.;3',USER='BSANDFO',CD='10-DEC-1999;14:53' -->
</FONT></P>

</DD></DL>
</UL>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Incentive Stock Option.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Incentive Stock Options granted under the Plan are intended to be incentive
stock options under Section 422 of the Code and the Plan shall be administered, except with respect to the right to exercise options after termination of employment, to qualify Incentive Stock Options
issued hereunder as incentive stock options under Section 422 of the Code. An Incentive Stock Option shall not be granted to an employee who owns, or is deemed under Section 424(d)&nbsp;of the Code
to own, stock of the Company (or of any parent or Subsidiary of the Company) possessing more than 10% of the
total combined voting power of all classes of stock therein. The aggregate Fair Market Value (determined as of the time the option is granted) of the stock with respect to which Incentive Stock
Options are exercisable for the first time by any Participant during any calendar year (under all incentive stock option plans of the Company or any parent or Subsidiary of the Company) shall not
exceed $100,000. The Incentive Stock Options shall be evidenced by Incentive Stock Option Agreements in such form and not inconsistent with the Plan as the Plan Committee shall in its sole discretion
approve from time to time, which agreements shall specify the number of shares to which they pertain and the purchase price of such shares.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;The
terms and conditions set forth in Subsections (a)&nbsp;through (c)&nbsp;of Section 6.1 hereof shall apply to an Incentive Stock Option; provided that the term of the Incentive
Stock Option shall not exceed ten years; and provided, further, that in the event Section 6.1(b)(i)&nbsp;hereof is applicable, all installments shall become immediately exercisable.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;6.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of a Change in Control, all outstanding options granted under the
Plan shall accelerate and will be exercisable in full for a period of two hundred ten (210) days after the Change in Control; provided that no option shall be exercisable by a Participant (i) within
six months after the Date of Grant of the option or (ii)&nbsp;after the termination date of the option.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_vii_restricted_stock"> </A></FONT><FONT SIZE=2><B>ARTICLE VII<BR> Restricted Stock  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Restriction Period to be Established by the Plan Committee.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;At the time a Restricted Stock Award is
made, the Plan Committee shall establish a period of time (the "Restriction Period") applicable to such Award, which shall be not less than three years. Each Restricted Stock Award may have a
different Restriction Period, at the discretion of the Plan Committee. Except as permitted or pursuant to Sections 7.4, 7.5 or 11.8 hereof, the Restriction Period applicable to a particular Restricted
Stock Award shall not be changed.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Other Terms and Conditions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Company common stock awarded pursuant to a Restricted Stock Award shall
be represented by a stock certificate registered in the name of the Holder of such Restricted Stock Award. The Holder shall have the right to enjoy all shareholder rights during the Restriction Period
with the exception that:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(i)</FONT></DT><DD><FONT SIZE=2>The
Holder shall not be entitled to delivery of the stock certificate until the Restriction Period shall have expired.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(ii)</FONT></DT><DD><FONT SIZE=2>The
Company may either issue shares subject to such restrictive legends and/or stop-transfer instructions as it deems appropriate or provide for
retention of custody of the Company common stock during the Restriction Period.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iii)</FONT></DT><DD><FONT SIZE=2>The
Holder may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Company common stock during the Restriction Period.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(iv)</FONT></DT><DD><FONT SIZE=2>A
breach of the terms and conditions established by the Plan Committee pursuant to the Restricted Stock Award shall cause a forfeiture of the
Restricted Stock Award, and any dividends withheld thereon.</FONT><P><FONT SIZE=2></font></p><p
align=center>9<font></FONT></P>

<P><FONT SIZE=2>
<!-- ZEQ.=9,SEQ=9,EFW="9929539",CP="DAYTON HUDSON CORPORATION",DN="3",FOLIO=9,FILE='DISK037:[99STP8.99STP2868]KC2868C.;3',USER='BSANDFO',CD='10-DEC-1999;14:53' -->
</FONT></P>

</DD><DT><FONT SIZE=2>(v)</FONT></DT><DD><FONT SIZE=2>Dividends
payable in cash or in shares of stock or otherwise may be either currently paid or withheld by the Company for the Holder's account. At
the discretion of the Plan Committee, interest may be paid on the amount of cash dividends withheld, including cash dividends on stock dividends, at a rate and subject to such terms as determined by
the Plan Committee.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>Provided,
however, and the provisions of Section 7.4 to the contrary notwithstanding, in lieu of the foregoing, the Plan Committee may provide that no shares of common stock be issued until the
Restriction Period is over and further provide that the shares of common stock issued after the Restriction Period has been completed, be issued in escrow and/or be legended and that the common stock
be subject to restrictions including the forfeiture of all or a part of the shares.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Payment for Restricted Stock.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;A Holder shall not be required to make any payment for Company common
stock received pursuant to a Restricted Stock Award, unless the Plan Committee requires payment for such stock in the Restricted Stock Award.</FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Forfeiture Provisions.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Subject to Section 7.5, in the event a Holder terminates employment during a
Restriction Period, a Restricted Stock Award will be forfeited; provided, however, when the Plan Committee issues the Restricted Stock Award, it may provide in the Restricted Stock Award agreement for
proration or full payout in the event of a termination of employment because of normal or late retirement, early retirement or spin-off with the consent of the Plan Committee, or death or total and
permanent disability, as determined by the Plan Committee, or termination of employment after 15 years of continuous employment with the Corporation or a Subsidiary or any combination thereof,
provided that if the person is not an Executive Officer (as defined under the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder) of the Corporation at the time of
termination such 15 years need not be continuous, subject to any other conditions the Plan Committee may determine.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;7.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Change in Control.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In the event of a Change in Control, all outstanding Restricted Stock Awards
granted under the Plan will be proratably payable ten days after the Change in Control; provided that no Restricted Stock Award shall be payable to a Participant within six months after the Date of
Grant. The amount of Company common stock payable shall be determined by multiplying each Restricted Stock Award granted by a fraction, the numerator of which shall be the number of months that have
elapsed in the applicable Restriction Period and the denominator of which shall be the number of months in the Restriction Period.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_viii_shares_of_stock_subject_to_the_plan"> </A></FONT><FONT SIZE=2><B>ARTICLE VIII<BR> Shares of Stock Subject to the Plan  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;8.1&nbsp;&nbsp;The total number of shares that may be available for issuance under all Performance Shares, Stock Options and Restricted Stock Awards
granted pursuant to the Plan shall not exceed in the aggregate 18,600,000 shares of the Company's $.3333 par value common stock. Shares covered by granted Performance Shares which are not earned
pursuant to any of the provisions of Article&nbsp;V hereof, or Stock Options or Performance Shares or Restricted Stock Awards which are forfeited for any reason or are not distributed or are covered
by options that lapse or are cancelled before exercise, shall (unless the Plan shall have been terminated) again be available in the same relative amounts for other Performance Share, Restricted Stock
Award and Stock Option grants under the Plan (except for shares for which cash equivalent payments are received by Participants pursuant to the Plan), except that 660,825 shares for Stock Options,
Performance Shares or Restricted Stock Awards that were outstanding on April&nbsp;10, 1991 that are not earned or are forfeited for any reason or are not distributed or lapse or are cancelled before
exercise shall be available for future grants and any additional shares for Stock Options, Performance Shares or Restricted Stock Awards that were outstanding on April&nbsp;10, 1991 that are not
earned or are forfeited for any reason or are
not distributed or lapse or are cancelled before exercise shall not be available for future Performance Shares, Restricted Stock Awards or Stock Option Grants. Such shares</FONT><FONT SIZE=2></font></p><p
align=center>10<FONT SIZE=2>
<!-- ZEQ.=10,SEQ=10,EFW="9929539",CP="DAYTON HUDSON CORPORATION",DN="3",FOLIO=10,FILE='DISK037:[99STP8.99STP2868]KC2868C.;3',USER='BSANDFO',CD='10-DEC-1999;14:53' -->
may be authorized and unissued shares, or may be treasury shares held by the Company or may be shares purchased or held by the Company or a Subsidiary for purposes of the Plan, or any combination
thereof.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_ix_administration_of_the_plan"> </A></FONT><FONT SIZE=2><B>ARTICLE IX<BR> Administration of the Plan  </B></FONT></P>


<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.1&nbsp;&nbsp;The Plan will be administered by a committee of the Board appointed from time to time by the Board. Each member of the committee shall be a
"non-employee director" as that term is defined under Rule&nbsp;16b-3, promulgated under the Securities Exchange Act of 1934, as amended, or any successor statute or regulation comprehending the
same subject matter.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.2&nbsp;&nbsp;The
Plan Committee shall have and exercise all of the powers and responsibilities granted expressly or by implication to it by the provisions of the Plan. Subject
to and as limited by such provisions, the Plan Committee may from time to time enact, amend and rescind such rules, regulations and procedures with respect to the administration of the Plan as it
deems appropriate or convenient.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.3&nbsp;&nbsp;All
questions arising under the Plan, any Incentive Stock Option, Non-Qualified Stock Option, Performance Share or Restricted Stock Award agreement, or any rule,
regulation or procedure adopted by the Plan Committee shall be determined by the Plan Committee, and its determination thereof shall be conclusive and binding upon all parties.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;9.4&nbsp;&nbsp;Any
action required or permitted to be taken by the Plan Committee under the Plan shall require the affirmative vote of a majority of a quorum of the members of
the Plan Committee. A majority of all members of the Plan Committee shall constitute a "quorum" for Plan Committee business. The Plan Committee may act by written determination instead of by
affirmative vote at a meeting, provided that any written determination shall be signed by all members of the Plan Committee, and any such written determination shall be as fully effective as a
majority vote of a quorum at a meeting.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_x_reduction_in_awards"> </A></FONT><FONT SIZE=2><B>ARTICLE X<BR> Reduction in Awards  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.1&nbsp;&nbsp;Anything in this Plan to the contrary notwithstanding, the provisions of this Article&nbsp;X shall apply to a Participant if
Ernst&nbsp;&amp; Young determines that each of (a)&nbsp;and (b)&nbsp;below are applicable.</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>Payments
or distributions hereunder, determined without application of this Article&nbsp;X, either alone or together with other payments in the nature of compensation to the
Participant which are contingent on a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, or otherwise (but after
any elimination or reduction of such payments under the terms of the Company's Income Continuance Policy Statement or SMG Income Continuance Policy Statement), would result in any portion of the
payments hereunder being subject to an excise tax on excess parachute payments imposed under Section 4999 of the Code.
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>The
excise tax imposed on the Participant under Section 4999 of the Code on excess parachute payments, from whatever source, would result in a lesser net aggregate present value of
payments and distributions to the Participant (after subtraction of the excise tax) than if payments and distributions to
the Participant were reduced to the maximum amount that could be made without incurring the excise tax.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.2&nbsp;&nbsp;Under
this Article&nbsp;X the payments and distributions under this Plan shall be reduced (but not below zero) so that the present value of such payments and
distributions shall equal the Reduced Amount. The "Reduced Amount" (which may be zero) shall be an amount expressed in present value which maximizes the aggregate present value of payments and
distributions under this Plan which can be made without causing any such payment to be subject to the excise tax under Section 4999 of the Code. The determinations and reductions under this paragraph
shall be made after eliminations or reductions, if any,</FONT><FONT SIZE=2></font></p><p
align=center>11<FONT SIZE=2>
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have been made under the Company's Income Continuance Policy Statement or SMG Income Continuance Policy Statement.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.3&nbsp;&nbsp;If
Ernst&nbsp;&amp; Young determines that this Article&nbsp;X is applicable to a Participant, it shall so advise the Plan Committee. The Plan Committee shall then
promptly give the Participant notice to that effect together with a copy of the detailed calculation supporting such determination which shall include a statement of the Reduced Amount. The
Participant may then elect, in his/her sole discretion, which and how much of the Stock Options, Restricted Stock Awards and/or Performance Shares otherwise awarded under this Plan shall be eliminated
or reduced (as long as after such election the aggregate present value of the remaining Stock Options, Restricted Stock Awards and/or Performance Shares under this Plan equals the Reduced Amount), and
shall advise the Plan Committee in writing of his/her election within ten days of his/her receipt of notice. If no such election is made by the Participant within such ten-day period, the Plan
Committee may elect which and how much of the Stock Options, Restricted Stock Awards, and/or Performance Shares shall be eliminated or reduced (as long as after such election their aggregate present
value equals the Reduced Amount) and shall notify the Participant promptly of such election. For purposes of this Article&nbsp;X, present value shall be determined in accordance with Section 280G of
the Code. All the foregoing determinations made by Ernst&nbsp;&amp; Young under this Article&nbsp;X shall be made as promptly as practicable after it is determined that parachute payments will be made
to the Participant if an elimination or reduction is not made. As promptly as practicable following the election hereunder, the Company shall provide to or for the benefit of the Participant such
amounts and shares as are then due to the Participant under this Plan and shall promptly provide to or for the benefit of the Participant in the future such amounts and shares as become due to the
Participant under this Plan.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.4&nbsp;&nbsp;As
a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by Ernst&nbsp;&amp; Young hereunder, it is
possible that payments or distributions under this Plan will have been made which should not have been made ("Overpayment") or that additional payments or distributions which will have not been made
could have been made ("Underpayment"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that Ernst&nbsp;&amp; Young, based upon the assertion of a deficiency
by the Internal Revenue Service against the Company or the Participant which Ernst&nbsp;&amp; Young believes has a high probability of success, determines that an Overpayment has been made, any such
Overpayment shall be treated for all purposes as a loan to the Participant which the Participant shall repay together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of
the Code; provided, however, that no amount shall be payable by the Participant if and to the extent such payment would not reduce the amount which is subject to the excise tax under Section 4999 of
the Code. In the event that Ernst&nbsp;&amp; Young, based upon controlling precedent, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid to or for the benefit of
the Participant together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A)&nbsp;of the Code.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.5&nbsp;&nbsp;In
making its determination under this Article&nbsp;X, the value of any non-cash benefit shall be determined by Ernst&nbsp;&amp; Young in accordance with the
principles of Section 280G(d)(3)&nbsp;of the Code.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;10.6&nbsp;&nbsp;All
determinations made by Ernst&nbsp;&amp; Young under this Article&nbsp;X shall be binding upon the Company, the Plan Committee and the Participant.</FONT></P>

<BR>
<P ALIGN="CENTER"><FONT SIZE=2><A
NAME="kc2868_article_xi_general_provisions"> </A></FONT><FONT SIZE=2><B>ARTICLE XI<BR> General Provisions  </B></FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.1</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Amendment or Termination.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The Board may at any time amend, suspend, discontinue or terminate the
Plan (including the making of any necessary enabling, conforming and procedural amendments to the Plan to authorize and implement the granting of qualified Stock Options or other income tax preferred
stock options which may be authorized by enactment of the United States Congress and/or the</FONT><FONT SIZE=2></font></p><p
align=center>12<font></FONT><FONT SIZE=2>

<!-- ZEQ.=12,SEQ=12,EFW="9929539",CP="DAYTON HUDSON CORPORATION",DN="3",FOLIO=12,FILE='DISK037:[99STP8.99STP2868]KC2868D.;3',USER='BSANDFO',CD='10-DEC-1999;14:53' -->
Internal Revenue Service subsequent to the effective date of this Plan); provided, however, that no amendment by the Board shall, without further approval of the shareholders of the Company:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>except
as provided at Section 2.17 hereof, increase the total number of shares of Company common stock which may be made subject to the Plan; or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>except
as provided at Section 2.17 hereof, change the purchase price of Company common stock under the Plan; or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>materially
modify the class of employees that are eligible to receive Stock Options and/or Performance Shares and/or Restricted Stock Awards pursuant to the Plan.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>No
action taken pursuant to this Section 11.1 of the Plan shall, without the consent of a Participant, alter or impair any Performance Share(s) or Stock Option(s) or Restricted Stock Award(s) which
have been previously granted to a Participant.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.2</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Non-Alienation of Rights and Benefits.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Except as expressly provided herein, no right or benefit
under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same
shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such right or benefit. If any
Participant or beneficiary hereunder should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit hereunder, then such right or benefit
shall, in the sole discretion of the Plan Committee, cease and in such event the Company may hold or apply the same or any or no part thereof for the benefit of the Participant or beneficiary, his/her
spouse, children or other dependents or any of them in any such manner and in such proportion as the Plan Committee in its sole discretion may deem proper.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.3</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;No Rights as Shareholder.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The granting of Performance Share(s) and/or Stock Option(s) and/or
Restricted Stock Award(s) under the Plan shall not entitle a Participant or any other person succeeding to his/her rights, to any dividend, voting or other right as a shareholder of the Company unless
and until the issuance of a stock certificate to the Participant or such other person pursuant to the provisions of the Plan and then only subsequent to the date of issuance thereof.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.4</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Limitation of Liability or Obligation of the Company.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;As illustrative only of the limitations of
liability or obligation of the Company and not intended to be exhaustive thereof, nothing in the Plan shall be construed:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>to
give any employee of the Company any right to be granted any Stock Option and/or Performance Share and/or Restricted Stock Award other than at the sole discretion of the Plan
Committee;
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>to
give any Participant any rights whatsoever with respect to shares of the Company's $.3333 par value common stock except as specifically provided in the Plan;
<BR><BR></FONT></DD><DT><FONT SIZE=2>(c)</FONT></DT><DD><FONT SIZE=2>to
limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment of any Participant at any time; or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(d)</FONT></DT><DD><FONT SIZE=2>to
be evidence of any agreement or understanding, express or implied, that the Company or any Subsidiary will employ any Participant in any particular position at any particular
rate of compensation or for any particular period of time.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.5</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Government Regulations.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Notwithstanding any other provisions of the Plan seemingly to the
contrary, the obligation of the Company with respect to Performance Shares, Stock Options or Restricted Stock Awards granted under the Plan shall at all times be subject to any and all applicable
laws, rules, and regulations and such approvals by any government agencies as may be required or deemed by the Board or Plan Committee as reasonably necessary or appropriate for the protection of the
Company.</FONT><FONT SIZE=2></font></p><p
align=center>13<font></FONT><FONT SIZE=2>
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</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;In
connection with any sale, issuance or transfer hereunder, the Participant acquiring the shares shall, if requested by the Company give assurances satisfactory to counsel of the
Company that the shares are being acquired for investment and not with a view to resale or distribution thereof and assurances in respect of such other matters as the Company may deem desirable to
assure compliance with all applicable legal requirements.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.6</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Non-exclusivity of the Plan.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Neither the adoption of the Plan by the Board nor the submission of
the Plan to shareholders of the Company for approval shall be construed as creating any limitations on the power or authority of the Board to adopt such other or additional incentive or other
compensation arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation of any other plan, practice or arrangement for the payment of
compensation or fringe benefits to employees generally, or to any class or group of employees, which the Company or any Subsidiary now has lawfully put into effect, including, without limitation, any
retirement, pension, savings, profit sharing or stock purchase plan, insurance, death and disability benefits, and executive short term incentive plans.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.7</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Effective Date.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Subject to the approval of this restated Plan by the holders of a majority of the
voting power of the shares present and entitled to vote at the Company's Annual Meeting of Shareholders to be held May&nbsp;21, 1997 and any necessary approval being obtained from any department,
board or agency of the United States or states having jurisdiction, the Plan shall be effective as of May&nbsp;21, 1997.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.8</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Reorganization.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;In case the Company is merged or consolidated with another corporation, or in case
the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization or liquidation of the Company, the Plan Committee or a comparable committee of any
corporation assuming the obligations of the Company hereunder, shall either:</FONT></P>

<UL>
<DL compact>
<DT><FONT SIZE=2>(a)</FONT></DT><DD><FONT SIZE=2>make
appropriate provision for the protection of any outstanding Performance Shares, Stock Options and Restricted Stock Awards granted thereunder by the substitution on an equitable
basis of appropriate stock of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the shares of the Company's $.3333 par value common
stock. Stock to be issued pursuant to such Performance Shares shall be limited so that the excess of the aggregate fair market value of the shares subject to the Performance Shares immediately after
such substitution over the purchase price thereof is not more than the excess of the aggregate fair market value of the shares subject to such Performance Shares immediately before such substitution
over the purchase price thereof; or
<BR><BR></FONT></DD><DT><FONT SIZE=2>(b)</FONT></DT><DD><FONT SIZE=2>upon
written notice to the Participant, provide that all Performance Shares granted to the Participant are deemed earned, that the Restriction Period of all Restricted Stock Awards
has been eliminated and that all outstanding Stock Options shall accelerate and become exercisable in full but that all outstanding Stock Options, whether or not exercisable prior to such
acceleration, must be exercised within not less than sixty days of the date of such notice or they will be terminated. In any such case the Plan Committee may, in its discretion, extend the sixty-day
exercise period.</FONT></DD></DL>
</UL>
<BR>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.9</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Withholding Taxes, etc.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;All distributions under the Plan shall be subject to any required
withholding taxes and other withholdings and, in case of distributions in Company common stock, the Participant or other recipient may, as a condition precedent to the delivery of the common stock, be
required to pay to his/her participating employer the excess, if any, of the amount of required withholding over the withholdings, if any, from any distributions in cash under the Plan. No
distribution under the Plan shall be made in fractional shares of the Company's common stock, but the proportional market value thereof shall be paid in cash.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.10</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;General Restriction.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;Each Performance Share, Stock Option and Restricted Stock Award shall be
subject to the requirement that, if at any time the Board shall determine, in its discretion, that the</FONT><FONT SIZE=2></font></p><p
align=center>14<FONT SIZE=2>
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listing, registration or qualification of the shares subject to such option and/or right upon any securities exchange or under any state or Federal Law, or the consent or approval of any government
regulatory body, is necessary or desirable as a condition of, or in connection with the granting of such Performance Share or Stock Option or Restricted Stock Award or the issue or purchase of shares
respectively thereunder, such Performance Share or Stock Option or Restricted Stock Award may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to the Board.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.11</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Use of Proceeds.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The proceeds derived from the sale of the stock pursuant to Stock Options or
Restricted Stock Awards granted under the Plan shall constitute general funds of the Company.</FONT></P>

<P><FONT SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;11.12</FONT><FONT
SIZE=2><I>&nbsp;&nbsp;Headings.</I></FONT><FONT SIZE=2>&nbsp;&nbsp;The headings of the Articles and their subparts in this Plan are for convenience of
reading only and are not meant to be of substantive significance and shall not add to or detract from the meaning of such Article&nbsp;or subpart to which it refers.</FONT><FONT SIZE=2></font></p><p
align=center>15<FONT SIZE=2>
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</FONT></P>

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<H2><FONT SIZE=3 ><A NAME="#99STP2868_3">QuickLinks</A></FONT></H2>
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<P><FONT SIZE=2><A HREF="#kc2868_dayton_hudson_corporation_exec__day03883">Dayton Hudson Corporation EXECUTIVE LONG TERM INCENTIVE PLAN OF 1981 (As amended and restated September 8, 1999)</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_i_establishment_of_the_plan">ARTICLE I Establishment of the Plan</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_ii_definitions">ARTICLE II Definitions</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_iii_granting_of_stock___art04087">ARTICLE III Granting of Stock Options, Performance Shares and Restricted Stock Awards to Participants</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_iv_performance_goals_and_maximum_award">ARTICLE IV Performance Goals and Maximum Award</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_v_earning_of_performance_shares">ARTICLE V Earning of Performance Shares</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_vi_stock_options">ARTICLE VI Stock Options</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_vii_restricted_stock">ARTICLE VII Restricted Stock</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_viii_shares_of_stock_subject_to_the_plan">ARTICLE VIII Shares of Stock Subject to the Plan</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_ix_administration_of_the_plan">ARTICLE IX Administration of the Plan</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_x_reduction_in_awards">ARTICLE X Reduction in Awards</A></FONT><BR>
<FONT SIZE=2><A HREF="#kc2868_article_xi_general_provisions">ARTICLE XI General Provisions</A></FONT><BR>
</P>

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