THE TDL GROUP CORP. PERSONAL SUPPLEMENTAL EXECUTIVE RETIREMENT SAVINGS PLAN

1.01

Effective January 1, 2009, The TDL Group Corp. establishes The TDL Group Corp. Personal Supplemental Executive Retirement Savings Plan (the “Savings Plan”), the terms and conditions of which are contained in this document.

1.02

The purpose of the Savings Plan is to provide designated employees of The TDL Group Corp. and Participating Affiliates (as defined below) with additional compensation to be saved for their retirements in accordance with and subject to the provisions and limitations of this Savings Plan.

2.01

“ Administration Agreement ” means the agreement between the Company and the Administrative Agent to be entered into on or prior to the Effective Date relating to the Administrative Agent’s responsibilities in connection with this Savings Plan.

2.02

“Administrative Agent” means                      or another financial institution selected by the Company to act as Administrative Agent for this Savings Plan.

2.03

“Affiliate” means any Person which is subsidiary to, or associated or affiliated with, THI where:

(a)

in the case of a Person that is a corporation, THI and/or its Affiliates beneficially own, directly or indirectly, shares representing 50% or more of the votes that may be cast to elect directors of such corporation;

(b)

in the case of a Person that is a limited partnership, the general partner of such limited partnership is an Affiliate of THI;

(c)

in the case of a Person that is a trust where the trustees have discretionary powers in respect of the trust assets, THI and/or its Affiliates have the right to elect or appoint a majority of the trustees of such trust; and

(d)

in the case of a Person other than a corporation, limited partnership or trust, THI and/or its Affiliates possess, directly or indirectly, at least a majority ownership

interest in such Person and have the power to determine the policies and conduct of the management of such Person;

2.04

“Acknowledgment and Direction” means an irrevocable Acknowledgment and Direction executed by a Participant in the form attached hereto as Schedule A.

2.05

“Board” means the Board of Directors of THI, a committee thereof, including the HRCC, or any person authorized by the Board to act on its behalf.

2.06

“Business Day” means a day on which banks are open for business in the City of Toronto.

2.07

“ CEO” means the Chief Executive Officer of the Company.

2.08

“ Change in Control ” means:

(a)

the direct or indirect acquisition of a majority of the voting shares of TDL or THI by any unaffiliated entity after the Effective Date;

(b)

the merger or amalgamation of TDL or THI into an unaffiliated entity the effect of which is that a majority of the voting shares of TDL or THI are acquired, directly or indirectly, by any unaffiliated entity after the Effective Date;

(c)

the acquisition of all or substantially all of the assets of TDL or THI by any unaffiliated entity after the Effective Date; or

(d)

with respect to any Participant who is and continues to be employed by a Person other than THI or TDL, such employer ceasing to be an Affiliate of THI for any reason whatsoever;

(e)

the amalgamation or merger of TDL, THI or an Affiliate with TDL, THI or an Affiliate;

(f)

the dissolution of TDL, THI or an Affiliate into TDL, THI or an Affiliate; or

(g)

the acquisition of all or substantially all of the assets or voting shares of TDL, THI or an Affiliate by an Affiliate.

2.09

“Company” means THI, TDL and any Affiliate, and their successors and assigns so long as such entities remain Affiliates; provided that, where any action is to be taken or decision to be made, “Company” shall mean only TDL.

2.10

“Earnings” means the aggregate of each Participant’s base salary and short-term incentive compensation ( i.e. , annual bonus) received during the Plan Year from the Company, excluding special bonuses and allowances, as these terms are used by the Company in the ordinary course of its business and also excluding any amount paid or credited to the Participant’s Vested Account, Tax Free Savings Account or Notional Account pursuant to this Savings Plan during the Plan Year. For sake of greater clarity, “Earnings” does not include stock-based incentives granted to Participants or disability benefits paid to a Participant under the TDL Group Benefit Program or a similar program maintained for the benefit of employees of one or more Participating Affiliates.

2.11

“Effective Date” means January 1, 2009.

2.12

“Employee” means an employee of the Company or a Participating Affiliate who is a Canadian resident for purposes of the Tax Act.

2.13

“HRCC” means the Human Resources Compensation Committee.

2.14

“Non-Vested Participant” means an Employee who has satisfied the eligibility conditions in Section 3.02 but has not yet completed three years of Service.

2.15

“ Notional Account ” means the notional account established by the Company or the Administrative Agent for a Non-Vested Participant pursuant to Section 6.01.

2.16

“Participant” means both a Vested Participant and a Non-Vested Participant.

2.17

“Participating Affiliate” means an Affiliate established or continued under Canadian law that has employees meeting the eligibility requirements to be able to participate in this Savings Plan.

2.18

“Permitted Investment” means one of the investments or portfolios that is listed in Appendix B or designated by the Company and the Administrative Agent pursuant to Section 5.02.

2.19

“Person” means an individual, partnership, limited partnership, general partnership, joint stock company, joint venture, association, company, trust, pension fund, bank, trust company, loan company, insurance company, land trust, business trust or other

organization, whether or not legal entities, and government and agency and any political subdivision thereof.

2.20

“Plan Year” means the calendar year.

2.21

“Registered Plan” means the defined contribution pension plan for the employees of TDL and certain other Canadian Affiliates registered under the Pension Benefits Act of Ontario and the Tax Act.

2.22

“Savings Plan” has the meaning set forth in Section 1.01.

2.23

“Service” means a Participant’s period of employment with the Company commencing on the Participant’s date of hire. Service will not be considered to be broken by periods of absence (with or without pay), granted by the Company in accordance with its regular and established practices or by periods of absence while benefits are being paid to the Participant under the Company’s salary continuance or long term disability plan. For any Participant for whom a prior period of employment would be disregarded following a prior termination of such employment, the Company may, in its sole discretion, treat such prior and current periods of employment as Service.

2.24

“Tax Act” means the Income Tax Act (Canada), as amended.

2.25

“Tax Free Savings Account” means the account established for a Vested Participant pursuant to Section 5.01 on terms acceptable to the Company that is a “qualifying arrangement” for purposes of subsection 146.2(1) of the Tax Act.

2.26

“TDL” means The TDL Group Corp., a Nova Scotia unlimited liability company and its successors and assigns.

2.27

“TDL Group Benefit Program” means the TDL group benefits program G001 16072 issued by Manulife Financial, or such replacement policy or policies that the Company may arrange.

2.28

“ TDL Supplemental Plan ” means The TDL Group Corp. Amended and Restated Supplementary Retirement Plan, established effective November 1, 2006.

2.29

“THI” means Tim Hortons Inc., a Delaware corporation, and its successors and assigns.

2.30

“Total Disability” (or “Totally Disabled”) means a disability that qualifies a Participant for disability benefits under the TDL Group Benefit Program or a similar program maintained for the benefit of employees of one or more Participating Affiliates.

2.31

“Vested Account” means the account established for a Vested Participant pursuant to Section 5.01 on terms acceptable to the Company.

2.32

“Vested Participant” means an Employee who has satisfied:

(a)

the eligibility requirements of Section 3.01; or

(b)

the eligibility requirements of Section 3.03.

2.33

“Withholding Tax” means all taxes, charges, fees, levies and other amounts (whether federal, provincial, local or foreign), including Canada Pension Plan and Employment Insurance premiums or similar amounts, required to be deducted and withheld and remitted to the Canada Revenue Agency, any federal, provincial, local or foreign governmental authority in respect of any payment paid to a Participant or his or her estate.

2.34

“Yearly Amount” means:

(a)

for the 2009 Plan Year of a Participant whose contribution rate for 2008 under the TDL Supplemental Plan (as determined pursuant to Section 4.02(a) thereof) was at either 6% or 8% of Earnings, an amount equal to 10% of the Participant’s Earnings, less the amount of the Company’s contribution on the Participant’s behalf to the Registered Plan in the 2009 Plan Year;

(b)

for the 2009 Plan Year of a Participant whose contribution rate for 2008 under the TDL Supplemental Plan (as determined pursuant to Section 4.02(a) thereof) was at 22% of Earnings, an amount equal to 18% of the Participant’s Earnings, less the amount of the Company’s contribution on the Participant’s behalf to the Registered Plan in the 2009 Plan Year;

(c)

for the 2010 Plan Year of a Participant whose contribution rate for 2008 under the TDL Supplemental Plan (as determined pursuant to Section 4.02(a) thereof) was at 22% of Earnings, an amount equal to 15% of the Participant’s Earnings, less the amount of the Company’s contribution on the Participant’s behalf to the Registered Plan in the 2010 Plan Year; and

(d)

in all other cases, an amount equal to 12% of the Participant’s Earnings, less the amount of the Company’s contribution on the Participant’s behalf to the Registered Plan in the applicable Plan Year.

3.01

Participants on the Effective Date

(a)

shall become a Vested Participant in the Savings Plan on the Effective Date, provided that such Employee has completed three years of Service; or

(b)

shall become a Non-Vested Participant in the Savings Plan on the Effective Date, where such Employee has not completed three years of Service.

3.02

Participants After the Effective Date

(a)

is an individual who is promoted to or hired at the Vice President officer level or above for the Company or a Participating Affiliate, or who is otherwise designated as a Participant by the HRCC as eligible for participation in the Savings Plan;

(b)

is a member of the Registered Plan; and

(c)

has delivered an Acknowledgment and Direction to the Company,

3.03

Becoming a Vested Participant

(a)

the day that the Non-Vested Participant has completed three years of Service; or

(b)

a Change of Control,

3.04

Other Employee Plans

4.01

Participant Contributions

4.02

Company Payments to Vested Participants

4.03

Tax Free Savings Account

4.04

Contribution of TDL Supplemental Plan Balances