Human Resources of Staples, Inc. Uses in Administration Clause

Administration from Amended and Restated

WHEREAS, Staples, Inc. (the "Company") heretofore adopted the Staples, Inc. Supplemental Executive Retirement Plan (the "Plan"), an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the United States Code of Federal Regulations Section 2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"); and

Administration. The Committee on Employee Benefit Plans, as constituted pursuant to the terms of the 401(k) Plan (the "Administrator"), shall have the general authority to control and manage the operation and administration of the Plan. In connection herewith, the Administrator shall also have the following powers and duties: (1) to adopt rules and regulations necessary for the performance of its duties under the Plan; (2) to construe the Plan and to decide all questions arising under the Plan; (3) to act for the Company in connection with any administrative or judicial proceeding affecting the Plan; (4) to employ, subject to the requirements of the financial officers of the Company, persons to render accounting, actuarial, legal, investment or insurance advice and to rely on such advice; (5) to determine the eligibility of Participants to receive benefits and the amount of benefits to which any Participant or Beneficiary may be entitled under the Plan and to enforce the claims procedure set forth in Section 16; and (6) such other responsibilities as are provided for under the terms of this Plan. In connection with the administration of the Plan, any two of the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or Executive Vice President - Human Resources of Staples, Inc., acting jointly, by and on behalf of the Company, are hereby authorized:

Administration from Amended and Restated

WHEREAS, Staples, Inc. (the Company) heretofore adopted the Staples, Inc. Supplemental Executive Retirement Plan (the Plan), an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the United States Code of Federal Regulations Section 2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 (ERISA); and

Administration. The Committee on Employee Benefit Plans, as constituted pursuant to the terms of the 401(k) Plan (the Administrator), shall have the general authority to control and manage the operation and administration of the Plan. In connection herewith, the Administrator shall also have the following powers and duties: (1) to adopt rules and regulations necessary for the performance of its duties under the Plan; (2) to construe the Plan and to decide all questions arising under the Plan; (3) to act for the Company in connection with any administrative or judicial proceeding affecting the Plan; (4) to employ, subject to the requirements of the financial officers of the Company, persons to render accounting, actuarial, legal, investment or insurance advice and to rely on such advice; (5) to determine the eligibility of Participants to receive benefits and the amount of benefits to which any Participant or Beneficiary may be entitled under the Plan and to enforce the claims procedure set forth in Section 16; and (6) such other responsibilities as are provided for under the terms of this Plan. In connection with the administration of the Plan, any two of the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or Executive Vice President Human Resources of Staples, Inc., acting jointly, by and on behalf of the Company, are hereby authorized:

Administration from Amended and Restated

WHEREAS, Staples, Inc. (the "Company") heretofore adopted the Staples, Inc. Supplemental Executive Retirement Plan (the "Plan"), an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees within the meaning of the United States Code of Federal Regulations Section 2520.104-23 and Sections 201(2), 301(a)(3) and 401(a)(1) of the Employee Retirement Income Security Act of 1974 ("ERISA"); and

Administration. The Committee on Employee Benefit Plans, as constituted pursuant to the terms of the 401(k) Plan (the "Administrator"), shall have the general authority to control and manage the operation and administration of the Plan. In connection herewith, the Administrator shall also have the following powers and duties: (1) to adopt rules and regulations necessary for the performance of its duties under the Plan; (2) to construe the Plan and to decide all questions arising under the Plan; (3) to act for the Company in connection with any administrative or judicial proceeding affecting the Plan; (4) to employ, subject to the requirements of the financial officers of the Company, persons to render accounting, actuarial, legal, investment or insurance advice and to rely on such advice; (5) to determine the eligibility of Participants to receive benefits and the amount of benefits to which any Participant or Beneficiary may be entitled under the Plan and to enforce the claims procedure set forth in Section 16; and (6) such other responsibilities as are provided for under the terms of this Plan. In connection with the administration of the Plan, any two of the Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary or Executive Vice PresidentHuman Resources of Staples, Inc., acting jointly, by and on behalf of the Company, are hereby authorized: