10-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)
ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 30, 2010
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                                 to

Commission file number 1-6049

TARGET CORPORATION
(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation or organization)	41-0215170 (I.R.S. Employer Identification No.)
1000 Nicollet Mall, Minneapolis, Minnesota (Address of principal executive offices)	55403 (Zip Code)

Registrant's telephone number, including area code: 612/304-6073

Securities Registered Pursuant To Section 12(B) Of The Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, par value $0.0833 per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No ý

Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ý

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act).

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a
smaller reporting company) Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No ý

Aggregate market value of the voting stock held by non-affiliates of the registrant on August 1, 2009 was $32,739,208,053, based on the closing price of $43.62 per share of Common Stock as reported on the New York Stock Exchange- Composite Index.

Indicate the number of shares outstanding of each of registrant's classes of Common Stock, as of the latest practicable date. Total shares of Common Stock, par value $0.0833, outstanding at March 10, 2010 were 793,316,518.

DOCUMENTS INCORPORATED BY REFERENCE

1.    Portions of Target's Proxy Statement to be filed on or about April 29, 2010 are incorporated into Part III.

TABLE OF CONTENTS

PART I
	Item 1	Business	2
	Item 1A	Risk Factors	4
	Item 1B	Unresolved Staff Comments	7
	Item 2	Properties	8
	Item 3	Legal Proceedings	9
	Item 4	Reserved	9
	Item 4A	Executive Officers	9
PART II
	Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
	Item 6	Selected Financial Data	12
	Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	13
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	24
	Item 8	Financial Statements and Supplementary Data	25
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	55
	Item 9A	Controls and Procedures	55
	Item 9B	Other Information	55
PART III
	Item 10	Directors, Executive Officers and Corporate Governance	56
	Item 11	Executive Compensation	56
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	56
	Item 13	Certain Relationships and Related Transactions, and Director Independence	56
	Item 14	Principal Accountant Fees and Services	56
PART IV
	Item 15	Exhibits and Financial Statement Schedules	57
Signatures			59
Schedule II – Valuation and Qualifying Accounts			60
Exhibit Index			61
Exhibit 12 – Computations of Ratios of Earnings to Fixed Charges for each of the Five Years in the Period Ended January 30, 2010			63

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PART I

Item 1.    Business

General

        Target Corporation (the Corporation or Target) was incorporated in Minnesota in 1902. We operate as two reportable segments: Retail and Credit Card.

        Our Retail Segment includes all of our merchandising operations, including our large-format general merchandise and food discount stores in the United States and our fully integrated online business. We offer both everyday essentials and fashionable, differentiated merchandise at discounted prices. Our ability to deliver a shopping experience that is preferred by our customers, referred to as "guests," is supported by our strong supply chain and technology infrastructure, a devotion to innovation that is ingrained in our organization and culture, and our disciplined approach to managing our current business and investing in future growth. As a component of the Retail Segment, our online business strategy is designed to enable guests to purchase products seamlessly either online or by locating them in one of our stores with the aid of online research and location tools. Our online shopping site offers similar merchandise categories to those found in our stores, excluding food items and household essentials.

        Our Credit Card Segment offers credit to qualified guests through our branded proprietary credit cards, the Target Visa and the Target Card (collectively, REDcards). Our Credit Card Segment strengthens the bond with our guests, drives incremental sales and contributes to our results of operations.

Financial Highlights

        Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal year 2009 (2009) ended January 30, 2010, and consisted of 52 weeks. Fiscal year 2008 (2008) ended January 31, 2009 and consisted of 52 weeks. Fiscal year 2007 (2007) ended February 2, 2008 and consisted of 52 weeks.

        For information on key financial highlights, see the items referenced in Item 6, Selected Financial Data, and Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, of this Annual Report on Form 10-K.

Seasonality

        Due to the seasonal nature of our business, a larger share of annual revenues and earnings traditionally occurs in the fourth quarter because it includes the peak sales period from Thanksgiving to the end of December.

Merchandise

        We operate Target general merchandise stores, the majority of which offer a wide assortment of general merchandise and a limited assortment of food items. During 2009 we increased the offering within some of our general merchandise stores to include a deeper food assortment, including perishables and an expanded offering of dry, dairy and frozen items. In addition, we operate SuperTarget stores with a full line of food and general merchandise items. Target.com offers a wide assortment of general merchandise including many items found in our stores and a complementary assortment, such as extended sizes and colors, sold only online. A significant portion of our sales is from national brand merchandise. In addition, we sell merchandise under private-label brands including, but not limited to, Archer Farms®, Archer Farms® Simply Balanced™, Boots & Barkley®, Choxie®, Circo®, Durabuilt®, Embark®, Gilligan & O'Malley®, itso™, Kaori®, Market Pantry®, Merona®, Play Wonder®, Room Essentials®, Smith & Hawken®, Sutton and Dodge®, Target Home, Vroom®, up & up™, Wine Cube®, and Xhilaration®. We also sell merchandise through unique programs such as ClearRx^SM, GO International®, Great Save^SM and Home Design Event. In addition, we sell merchandise under exclusive licensed and designer brands including, but not limited to, C9 by Champion®, Chefmate®, Cherokee®, Converse® One Star®, Eddie Bauer®, Fieldcrest®, Genuine Kids by Osh Kosh®, Kitchen Essentials® by Calphalon®, Liz Lange® for Target®, Michael Graves Design™, Mossimo®, Nick & Nora®, Sean Conway™, Simply Shabby Chic®, Sonia Kashuk®, Thomas O'Brien®. We also generate revenue from in-store

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amenities such as Target Café^SM, Target Clinic®, Target Pharmacy®, and Target Photo^SM, and from leased or licensed departments such as Optical, Pizza Hut, Portrait Studio and Starbucks.

        Effective inventory management is key to our future success. We utilize various techniques including demand forecasting and planning and various forms of replenishment management. We achieve effective inventory management by being in-stock in core product offerings, maintaining positive vendor relationships, and carefully planning inventory levels for seasonal and apparel items to minimize markdowns.

Sales by Product Category	Percentage of Sales
	2009			2008			2007
Household essentials		23	%		22	%		21	%
Hardlines		22			22			22
Apparel and accessories		20			20			22
Home furnishings and décor		19			21			22
Food and pet supplies		16			15			13
Total		100	%		100	%		100	%

        Household essentials includes pharmacy, beauty, personal care, baby care, cleaning and paper products. Hardlines includes electronics (including video game hardware and software), music, movies, books, computer software, sporting goods and toys. Apparel and accessories includes apparel for women, men, boys, girls, toddlers, infants, and newborns. It also includes intimate apparel, jewelry, accessories and shoes. Home furnishings and décor includes furniture, lighting, kitchenware, small appliances, home décor, bed and bath, home improvement, automotive and seasonal merchandise such as patio furniture and holiday décor. Food and pet supplies includes dry grocery, dairy, frozen food, beverages, candy, snacks, deli, bakery, meat, produce and pet supplies.

Distribution

        The vast majority of our merchandise is distributed through our network of distribution centers. We operated 38 distribution centers, including 4 food distribution centers, at January 30, 2010. General merchandise is shipped to and from our distribution centers by common carriers. In addition, certain food items are distributed by third parties. Merchandise sold through Target.com is distributed through our own distribution network, through third parties, or shipped directly from vendors.

Employees

        At January 30, 2010, we employed approximately 351,000 full-time, part-time and seasonal employees, referred to as "team members." During our peak sales period from Thanksgiving to the end of December, our employment levels peaked at approximately 390,000 team members. We consider our team member relations to be good. We offer a broad range of company-paid benefits to our team members. Eligibility for, and the level of, these benefits varies, depending on team members' full-time or part-time status, compensation level, date of hire and/or length of service. These company-paid benefits include a pension plan, 401(k) plan, medical and dental plans, a retiree medical plan, short-term and long-term disability insurance, paid vacation, tuition reimbursement, various team member assistance programs, life insurance and merchandise discounts.

Working Capital

        Because of the seasonal nature of our business, our working capital needs are greater in the months leading up to our peak sales period from Thanksgiving to the end of December. The increase in working capital during this time is typically financed with cash flow provided by operations and short-term borrowings.

        Additional details are provided in the Liquidity and Capital Resources section in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations.

Competition

        In our Retail Segment, we compete with traditional and off-price general merchandise retailers, apparel retailers, Internet retailers, wholesale clubs, category specific retailers, drug stores, supermarkets and other

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forms of retail commerce. Our ability to positively differentiate ourselves from other retailers largely determines our competitive position within the retail industry.

        In our Credit Card Segment, our primary mission is to deliver financial products and services that drive sales and deepen guest relationships at Target. Our financial products compete with those of other issuers for market share of sales volume. Our ability to differentiate the value of our financial products primarily through our rewards programs, terms, credit line management, and guest service determines our competitive position among credit card issuers.

Intellectual Property

        Our brand image is a critical element of our business strategy. Our principal trademarks, including Target, SuperTarget and our "Bullseye Design," have been registered with the U.S. Patent and Trademark Office. We also seek to obtain intellectual property protection for our private-label brands.

Geographic Information

        Substantially all of our revenues are generated in, and long-lived assets are located in, the United States.

Available Information

        Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge at www.Target.com (click on "Investors" and "SEC Filings") as soon as reasonably practicable after we file such material with, or furnish it to, the Securities and Exchange Commission (SEC). Our Corporate Governance Guidelines, Business Conduct Guide, Corporate Responsibility Report and the position descriptions for our Board of Directors and Board committees are also available free of charge in print upon request or at www.Target.com (click on "Investors" and "Corporate Governance").

Item 1A.    Risk Factors

        Our business is subject to a variety of risks. The most important of these is our ability to remain relevant to our guests with a brand they trust. Meeting our guests' expectations requires us to manage various strategic, operational, compliance, and financial risks. Set forth below are the most significant risks that we face.

If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected.

        The retail business is highly competitive. In the past we have been able to compete successfully by differentiating our shopping experience by creating an attractive value proposition through a careful combination of price, merchandise assortment, convenience, guest service and marketing efforts. Guest perceptions regarding the cleanliness and safety of our stores, our in-stock levels and other factors also affect our ability to compete. No single competitive factor is dominant, and actions by our competitors on any of these factors could have an adverse effect on our sales, gross margin and expenses.

If we fail to anticipate and respond quickly to changing consumer preferences, our sales, gross margin and profitability could suffer.

        A substantial part of our business is dependent on our ability to make trend-right decisions in apparel, home décor, seasonal offerings, food and other merchandise. Failure to accurately predict constantly changing consumer tastes, preferences, spending patterns and other lifestyle decisions may result in lost sales, spoilage and increased inventory markdowns, which would lead to a deterioration in our results of operations.

Our continued success is substantially dependent on positive perceptions of the Target brand.

        We believe that one of the reasons our guests prefer to shop at Target and our team members choose Target as a place of employment is the reputation we have built over many years of serving our four primary

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constituencies: guests, team members, the communities in which we operate, and shareholders. To be successful in the future, we must continue to preserve, grow and leverage the value of our brand. Brand value is based in large part on perceptions of subjective qualities, and even isolated incidents that erode trust and confidence, particularly if they result in adverse publicity, governmental investigations or litigation, can have an adverse impact on these perceptions and lead to tangible adverse affects on our business, including consumer boycotts, loss of new store development opportunities, or team member recruiting difficulties.

We are highly susceptible to the state of macroeconomic conditions and consumer confidence in the United States.

        All of our stores are located within the United States, making our results highly dependent on U.S. consumer confidence and the health of the U.S. economy. In addition, a significant portion of our total sales is derived from stores located in five states: California, Texas, Florida, Minnesota and Illinois, resulting in further dependence on local economic conditions in these states. Deterioration in macroeconomic conditions and consumer confidence could negatively affect our business in many ways, including slowing sales growth or reduction in overall sales, and reducing gross margins.

        In addition to the impact of macroeconomic conditions on our retail sales, these same considerations impact the success of our Credit Card Segment, as any deterioration can adversely affect cardholders' ability to pay their balances and we may not be able to anticipate and respond to changes in the risk profile of our cardholders when extending credit, resulting in higher bad debt expense. The recent Credit Card Accountability, Responsibility and Disclosure Act of 2009 has significantly restricted our ability to make changes to cardholder terms that are commensurate with changes in the risk profile of our credit card receivables portfolio. Demand for consumer credit is also impacted by macroeconomic conditions and other factors, and our performance can also be adversely affected by consumer decisions to use debit cards or other forms of payment.

If we do not effectively manage our large and growing workforce, our results of operations could be adversely affected.

        With over 350,000 team members, our workforce costs represent our largest operating expense, and our business is dependent on our ability to attract, train and retain a growing number of qualified team members. Many of those team members are in entry-level or part-time positions with historically high turnover rates. Our ability to meet our labor needs while controlling our costs is subject to external factors such as unemployment levels, prevailing wage rates, health care and other benefit costs and changing demographics. If we are unable to attract and retain adequate numbers of qualified team members, our operations, guest service levels and support functions could suffer. Those factors, together with increasing wage and benefit costs, could adversely affect our results of operations.

Lack of availability of suitable locations in which to build new stores could slow our growth, and difficulty in executing plans for new stores, expansions and remodels could increase our costs and capital requirements.

        Our future growth is dependent, in part, on our ability to build new stores and expand and remodel existing stores in a manner that achieves appropriate returns on our capital investment. We compete with other retailers and businesses for suitable locations for our stores. In addition, for many sites we are dependent on a third party developer's ability to acquire land, obtain financing and secure the necessary zoning changes and permits for a larger project, of which our store may be one component. Turmoil in the financial markets has made it difficult for third party developers to obtain financing for new projects. Local land use and other regulations applicable to the types of stores we desire to construct may affect our ability to find suitable locations and also influence the cost of constructing, expanding and remodeling our stores. A significant portion of our expected new store development activity is planned to occur within fully developed markets, which is generally a more time-consuming and expensive undertaking than developments in undeveloped suburban and ex-urban markets.

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Interruptions with our vendors and within our supply chain could adversely affect our results.

        We are dependent on our vendors to supply merchandise in a timely and efficient manner. If a vendor fails to deliver on its commitments, whether due to financial difficulties or other reasons, we could experience merchandise out-of-stocks that could lead to lost sales. In addition, a large portion of our merchandise is sourced, directly or indirectly, from outside the United States, with China as our single largest source. Political or financial instability, trade restrictions, increased tariffs, currency exchange rates, the outbreak of pandemics, labor unrest, transport capacity and costs, port security or other events that could slow port activities and affect foreign trade are beyond our control and could disrupt our supply of merchandise and/or adversely affect our results of operations.

Failure to address product safety concerns could adversely affect our sales and results of operations.

        If our merchandise offerings, including food, drug and children's products, do not meet applicable safety standards or our guests' expectations regarding safety, we could experience lost sales, experience increased costs and be exposed to legal and reputational risk. All of our vendors must comply with applicable product safety laws, and we are dependent on them to ensure that the products we buy comply with all safety standards. Events that give rise to actual, potential or perceived product safety concerns, including food or drug contamination, could expose us to government enforcement action or private litigation and result in costly product recalls and other liabilities. In addition, negative guest perceptions regarding the safety of the products we sell could cause our guests to seek alternative sources for their needs, resulting in lost sales. In those circumstances, it may be difficult and costly for us to regain the confidence of our guests.

If we fail to protect the security of personal information about our guests, we could be subject to costly government enforcement actions or private litigation and our reputation could suffer.

        The nature of our business involves the receipt and storage of personal information about our guests. If we experience a data security breach, we could be exposed to government enforcement actions and private litigation. In addition, our guests could lose confidence in our ability to protect their personal information, which could cause them to discontinue usage of our credit card products, decline to use our pharmacy services, or stop shopping at our stores altogether. Such events could lead to lost future sales and adversely affect our results of operations.

Our failure to comply with federal, state or local laws, or changes in these laws could increase our expenses.

        Our business is subject to a wide array of laws and regulations. Significant legislative changes that affect our relationship with our workforce (which is not represented by unions as of the end of 2009) could increase our expenses and adversely affect our operations. Examples of possible legislative changes affecting our relationship with our workforce include changes to an employer's obligation to recognize collective bargaining units, the process by which collective bargaining agreements are negotiated or imposed, minimum wage requirements, and health care mandates. In addition, changes in the regulatory environment regarding topics such as banking and consumer credit, Medicare reimbursements, privacy and information security, product safety or environmental protection, among others, could cause our expenses to increase without an ability to pass through any increased expenses through higher prices. In addition, if we fail to comply with applicable laws and regulations, particularly wage and hour laws, we could be subject to legal risk, including government enforcement action and class action civil litigation, which could adversely affect our results of operations.

Given the geographic concentration of our stores, natural disasters could adversely affect our results of operations.

        Our three largest states, by total sales, are California, Texas and Florida, areas where hurricanes and earthquakes are prevalent. Such events could result in significant physical damage to or closure of one or more of our stores or distribution centers, and cause delays in the distribution of merchandise from our vendors to our distribution centers and stores, which could adversely affect our results of operations.

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Changes in our effective income tax rate could affect our results of operations.

        Our effective income tax rate is influenced by a number of factors. Changes in the tax laws, the interpretation of existing laws, or our failure to sustain our reporting positions on examination could adversely affect our effective tax rate. In addition, our effective income tax rate generally bears an inverse relationship to capital market returns due to the tax-free nature of investment vehicles used to economically hedge our deferred compensation liabilities.

If we are unable to access the capital markets or obtain bank credit, our growth plans, liquidity and results of operations could suffer.

        We are dependent on a stable, liquid and well-functioning financial system to fund our operations and growth plans. In particular, we have historically relied on the public debt markets to raise capital for new store development and other capital expenditures, the commercial paper market and bank credit facilities to fund seasonal needs for working capital, and the asset-backed securities markets to partially fund our accounts receivable portfolio. In addition, we use a variety of derivative products to manage our exposure to market risk, principally interest rate and equity price fluctuations. Disruptions or turmoil in the financial markets could adversely affect our ability to meet our capital requirements, fund our working capital needs or lead to losses on derivative positions resulting from counterparty failures.

A significant disruption in our computer systems could adversely affect our results of operations.

        We rely extensively on our computer systems to manage inventory, process transactions and summarize results. Our systems are subject to damage or interruption from power outages, telecommunications failures, computer viruses, security breaches and catastrophic events. If our systems are damaged or fail to function properly, we may incur substantial costs to repair or replace them, and may experience loss of critical data and interruptions or delays in our ability to manage inventories or process transactions, which could adversely affect our results of operations.

Item 1B.    Unresolved Staff Comments

Not applicable

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Item 2.    Properties

        At January 30, 2010, we had 1,740 stores in 49 states and the District of Columbia:

	Number of Stores		Retail Sq. Ft. (in thousands)			Number of Stores		Retail Sq. Ft. (in thousands)
Alabama		20		2,867	Montana		7		780
Alaska		3		504	Nebraska		14		2,006
Arizona		48		6,363	Nevada		19		2,461
Arkansas		8		1,028	New Hampshire		9		1,148
California		244		32,184	New Jersey		43		5,671
Colorado		42		6,275	New Mexico		9		1,024
Connecticut		20		2,672	New York		64		8,663
Delaware		2		268	North Carolina		47		6,167
District of Columbia		1		179	North Dakota		4		554
Florida		126		17,644	Ohio		63		7,868
Georgia		55		7,517	Oklahoma		14		2,022
Hawaii		3		542	Oregon		19		2,317
Idaho		6		664	Pennsylvania		59		7,713
Illinois		86		11,697	Rhode Island		4		517
Indiana		33		4,377	South Carolina		18		2,224
Iowa		22		3,015	South Dakota		5		580
Kansas		19		2,577	Tennessee		32		4,087
Kentucky		13		1,525	Texas		148		20,838
Louisiana		15		2,108	Utah		11		1,679
Maine		5		630	Vermont		—		—
Maryland		36		4,663	Virginia		56		7,448
Massachusetts		33		4,279	Washington		35		4,097
Michigan		60		7,141	West Virginia		6		755
Minnesota		73		10,456	Wisconsin		37		4,482
Mississippi		6		743	Wyoming		2		187
Missouri		36		4,735
					Total		1,740		231,941

        The following table summarizes the number of owned or leased stores and distribution centers at January 30, 2010:

	Stores		Distribution Centers (b)
Owned		1,492		29
Leased		81		8
Combined (a)		167		1
Total		1,740		38

(a)

Properties within the "combined" category are primarily owned buildings on leased land.

(b)

The 38 distribution centers have a total of 48,588 thousand square feet.

        We own our corporate headquarters buildings located in Minneapolis, Minnesota, and we lease and own additional office space in the United States. Our international sourcing operations have 27 office locations in 18 countries, all of which are leased. We also lease office space in Bangalore, India, where we operate various support functions. Our properties are in good condition, well maintained and suitable to carry on our business.

        For additional information on our properties, see also Capital Expenditures section in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations and Notes 13 and 21 of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data.

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Item 3.    Legal Proceedings

        SEC Rule S-K Item 103 requires that companies disclose environmental legal proceedings involving a governmental authority when such proceedings involve potential monetary sanctions of $100,000 or more.

        We are one of many defendants in a lawsuit filed on February 13, 2008, by the State of California involving environmental matters that may involve potential monetary sanctions in excess of $100,000. The allegation, initially made by the California Air Resources Board in April 2006, involves a nonfood product (hairspray) that allegedly contained levels of a volatile organic compound in excess of permissible levels. We anticipate that the settlement, to be fully indemnified by the vendor, is likely to exceed $100,000 but will not be material to our financial position, results of operations or cash flows. In addition, we are a defendant in a civil lawsuit filed by the California Attorney General in June 2009 alleging that we did not handle and dispose of certain unsold products as a hazardous waste. The case is in its early stages. We anticipate that this lawsuit may involve potential monetary sanctions in excess of $100,000, but will not be material to our financial position, results of operations or cash flows.

        We are the subject of an ongoing Environmental Protection Agency (EPA) investigation for alleged violations of the Clean Air Act (CAA). In March 2009, the EPA issued a Finding of Violation (FOV) related to alleged violations of the CAA, specifically the National Emission Standards for Hazardous Air Pollutants (NESHAP) promulgated by the EPA for asbestos. The FOV pertains to the remodeling of 36 Target stores that occurred between January 1, 2003 and October 28, 2007. The EPA FOV process is ongoing and no specific relief has been sought to date by the EPA. We anticipate that any resolution of this matter will be in the form of monetary penalties that are likely to exceed $100,000 but will not be material to our financial position, results of operations or cash flows.

        The American Jobs Creation Act of 2004 requires SEC registrants to disclose if they have been required to pay certain penalties for failing to disclose to the Internal Revenue Service their participation in listed transactions. We have not been required to pay any of the penalties set forth in Section 6707A(e)(2) of the Internal Revenue Code.

        For a description of other legal proceedings, see Note 18 of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data.

Item 4.    Reserved

Item 4A.    Executive Officers

        The executive officers of Target as of March 10, 2010 and their positions and ages are as follows:

Name	Title	Age
Timothy R. Baer	Executive Vice President, General Counsel and Corporate Secretary		49
Michael R. Francis	Executive Vice President and Chief Marketing Officer		47
John D. Griffith	Executive Vice President, Property Development		48
Beth M. Jacob	Executive Vice President, Technology Services and Chief Information Officer		48
Jodeen A. Kozlak	Executive Vice President, Human Resources		46
Troy H. Risch	Executive Vice President, Stores		42
Douglas A. Scovanner	Executive Vice President and Chief Financial Officer		54
Terrence J. Scully	President, Target Financial Services		57
Gregg W. Steinhafel	Chairman of the Board, President and Chief Executive Officer		55
Kathryn A. Tesija	Executive Vice President, Merchandising		47

        Each officer is elected by and serves at the pleasure of the Board of Directors. There is neither a family relationship between any of the officers named and any other executive officer or member of the Board of Directors nor any arrangement or understanding pursuant to which any person was selected as an officer. The

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service period of each officer in the positions listed and other business experience for the past five years is listed below.

Timothy R. Baer	Executive Vice President, General Counsel and Corporate Secretary since March 2007. Senior Vice President, General Counsel and Corporate Secretary from June 2004 to March 2007.
Michael R. Francis	Executive Vice President and Chief Marketing Officer since August 2008. Executive Vice President, Marketing from January 2003 to August 2008.
John D. Griffith	Executive Vice President, Property Development since January 2005.
Beth M. Jacob	Executive Vice President and Chief Information Officer since January 2010. Senior Vice President and Chief Information Officer from July 2008 to January 2010. Vice President, Guest Operations, Target Financial Services from August 2006 to July 2008. Vice President, Guest Contact Centers, Target Financial Services from September 2003 to August 2006.
Jodeen A. Kozlak	Executive Vice President, Human Resources since March 2007. Senior Vice President, Human Resources from February 2006 to March 2007. Vice President, Human Resources and Employee Relations General Counsel from November 2005 to February 2006. From June 2001 to November 2005 Ms. Kozlak held several positions in Employee Relations at Target.
Troy H. Risch	Executive Vice President, Stores since September 2006. Group Vice President from September 2005 to September 2006. Group Director from February 2002 to September 2005.
Douglas A. Scovanner	Executive Vice President and Chief Financial Officer since February 2000.
Terrence J. Scully	President, Target Financial Services since March 2003.
Gregg W. Steinhafel	Chief Executive Officer since May 2008. President since August 1999. Director since January 2007. Chairman of the Board since February 2009.
Kathryn A. Tesija	Executive Vice President, Merchandising since May 2008. Senior Vice President, Merchandising, from July 2001 to May 2008.

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PART II

Item 5.    Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

        Our common stock is listed on the New York Stock Exchange under the symbol "TGT." We are authorized to issue up to 6,000,000,000 shares of common stock, par value $0.0833, and up to 5,000,000 shares of preferred stock, par value $0.01. At March 10, 2010, there were 17,562 shareholders of record. Dividends declared per share and the high and low closing common stock price for each fiscal quarter during 2009 and 2008 are disclosed in Note 29 of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data.

        In November 2007, our Board of Directors authorized the repurchase of $10 billion of our common stock. In November 2008 we announced a temporary suspension of our open-market share repurchase program. In January 2010, we resumed open-market purchases of shares under this program. Since the inception of this share repurchase program, we have repurchased 103.6 million common shares for a total cash investment of $5,320 million ($51.36 per share).

        The table below presents information with respect to Target common stock purchases made during the three months ended January 30, 2010, by Target or any "affiliated purchaser" of Target, as defined in Rule 10b-18(a)(3) under the Exchange Act.

							Approximate
					Total Number of		Dollar Value of
					Shares Purchased		Shares that May
	Total Number		Average		as Part of		Yet Be Purchased
	of Shares		Price Paid		Publicly Announced		Under the
Period	Purchased		per Share		Program		Program
November 1, 2009 through November 28, 2009		—	$	—		95,235,594	$	5,103,322,945
November 29, 2009 through January 2, 2010		—		—		95,235,594		5,103,322,945
January 3, 2010 through January 30, 2010		8,335,800		50.74		103,571,394		4,680,327,198
		8,335,800	$	50.74		103,571,394	$	4,680,327,198

The table above includes shares of common stock reacquired from team members who wish to tender owned shares to satisfy the tax withholding on equity awards as part of our long-term incentive plans or to satisfy the exercise price on stock option exercises. For the three months ended January 30, 2010, 11,960 shares were acquired at an average per share price of $50.17 pursuant to our long-term incentive plans.

The table above includes shares reacquired upon settlement of prepaid forward contracts. For the three months ended January 30, 2010, no shares were reacquired through these contracts. At January 30, 2010, we held asset positions in prepaid forward contracts for 1.5 million shares of our common stock, for a total cash investment of $66 million, or an average per share price of $42.77. Refer to Notes 24 and 26 of the Notes to Consolidated Financial Statements for further details of these contracts.

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Comparison of Cumulative Five Year Total Return

	Fiscal Years Ended
	January 29, 2005		January 28, 2006		February 3, 2007		February 2, 2008		January 31, 2009		January 30, 2010
Target	$	100.00	$	108.57	$	124.04	$	115.10	$	63.82	$	106.62
S&P 500 Index		100.00		110.38		127.29		125.00		75.79		100.90
Peer Group		100.00		103.10		116.21		108.34		79.13		107.73

        The graph above compares the cumulative total shareholder return on our common stock for the last five fiscal years with the cumulative total return on the S&P 500 Index and a peer group consisting of the companies comprising the S&P 500 Retailing Index and the S&P 500 Food and Staples Retailing Index (Peer Group) over the same period. The Peer Group index consists of 39 general merchandise, food and drug retailers and is weighted by the market capitalization of each component company. The graph assumes the investment of $100 in Target common stock, the S&P 500 Index and the Peer Group on January 29, 2005 and reinvestment of all dividends.

Item 6.    Selected Financial Data

	As of or for the Year Ended
	2009		2008		2007		2006 (a)		2005		2004
Financial Results: (millions)
Total revenues	$	65,357	$	64,948	$	63,367	$	59,490	$	52,620	$	46,839
Earnings from continuing operations		2,488		2,214		2,849		2,787		2,408		1,885
Net Earnings		2,488		2,214		2,849		2,787		2,408		3,198
Per Share:
Basic earnings per share		3.31		2.87		3.37		3.23		2.73		2.09
Diluted earnings per share		3.30		2.86		3.33		3.21		2.71		2.07
Cash dividends declared per share		0.67		0.62		0.54		0.46		0.38		0.31
Financial Position: (millions)
Total assets		44,533		44,106		44,560		37,349		34,995		32,293
Long-term debt, including current portion		16,814		18,752		16,590		10,037		9,872		9,538

(a)

Consisted of 53 weeks.

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Item 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

        Our 2009 financial results in both of our business segments were affected by the challenging economy in which we operated. In light of that environment, performance in our Retail Segment was remarkable, as the segment generated the highest EBIT in the Corporation's history, in a year when comparable-store sales declined 2.5 percent. In the Credit Card Segment, disciplined management led to a 29.4 percent increase in segment profit in a year when Target's average investment in the portfolio declined about 32 percent, representing a near-doubling of segment pretax return on invested capital.

        Cash flow provided by operations was $5,881 million, $4,430 million, and $4,125 million for 2009, 2008, and 2007, respectively. In 2009, we opened 76 new stores representing 58 stores net of 13 relocations and 5 closings. In 2008, we opened 114 new stores representing 91 stores net of 21 relocations and two closings.

        Management's Discussion and Analysis is based on our Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data.

Analysis of Results of Operations

Retail Segment

							Percent Change
Retail Segment Results (millions)
	2009		2008		2007		2009/2008			2008/2007
Sales	$	63,435	$	62,884	$	61,471		0.9	%		2.3	%
Cost of sales		44,062		44,157		42,929		(0.2	)		2.9
Gross margin		19,373		18,727		18,542		3.5			1.0
SG&A expenses (a)		12,989		12,838		12,557		1.2			2.2
EBITDA		6,384		5,889		5,985		8.4			(1.6	)
Depreciation and amortization		2,008		1,808		1,643		11.0			10.1
EBIT	$	4,376	$	4,081	$	4,342		7.3	%		(6.0	)%

   EBITDA is earnings before interest expense, income taxes, depreciation and amortization.

   EBIT is earnings before interest expense and income taxes.

(a)

New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges these discounts to our Credit Card Segment, and the reimbursements of $89 million in 2009, $117 million in 2008, and $114 million in 2007, are recorded as a reduction to SG&A expenses within the Retail Segment.

Retail Segment Rate Analysis	2009			2008			2007
Gross margin rate		30.5	%		29.8	%		30.2	%
SG&A expense rate		20.5			20.4			20.4
EBITDA margin rate		10.1			9.4			9.7
Depreciation and amortization expense rate		3.2			2.9			2.7
EBIT margin rate		6.9			6.5			7.1

   Retail Segment rate analysis metrics are computed by dividing the applicable amount by sales.

Sales

        Sales include merchandise sales, net of expected returns, from our stores and our online business, as well as gift card breakage. Refer to Note 2 of the Notes to Consolidated Financial Statements for a definition of gift card breakage. Total sales for the Retail Segment for 2009 were $63,435 million, compared with $62,884 million in 2008 and $61,471 million in 2007. All periods were 52-week years. Growth in total sales between 2009 and 2008 as well as between 2008 and 2007 resulted from sales from additional stores opened, offset by lower comparable-store sales. In 2009, deflation affected sales growth by approximately

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4 percentage points, compared with an inflationary impact of approximately 2 percentage points in 2008 and a deflationary impact of 2 percentage points in 2007.

	Percentage of Sales
Sales by Product Category
	2009			2008			2007
Household essentials		23	%		22	%		21	%
Hardlines		22			22			22
Apparel and accessories		20			20			22
Home furnishings and décor		19			21			22
Food and pet supplies		16			15			13
Total		100	%		100	%		100	%

        Refer to the Merchandise section in Item 1, Business, for a description of our product categories.

        Comparable-store sales is a measure that indicates the performance of our existing stores by measuring the growth in sales for such stores for a period over the comparable, prior-year period of equivalent length. The method of calculating comparable-store sales varies across the retail industry. As a result, our comparable-store sales calculation is not necessarily comparable to similarly titled measures reported by other companies.

Comparable-store sales are sales from our online business and sales from general merchandise and SuperTarget stores open longer than one year, including:

•

sales from stores that have been remodeled or expanded while remaining open

•

sales from stores that have been relocated to new buildings of the same format within the same trade area, in which the new store opens at about the same time as the old store closes

Comparable-store sales do not include:

•

sales from general merchandise stores that have been converted, or relocated within the same trade area, to a SuperTarget store format

•

sales from stores that were intentionally closed to be remodeled, expanded or reconstructed

Comparable-Store Sales			2009			2008			2007
Comparable-store sales				(2.5)	%		(2.9	)%		3.0	%
Drivers of changes in comparable-store sales:
	Number of transactions			(0.2)	%		(3.1	)%		0.3	%
	Average transaction amount			(2.3)	%		0.2	%		2.6	%
		Units per transaction		(1.5)	%		(2.1	)%		1.1	%
		Selling price per unit		(0.8)	%		2.3	%		1.5	%

The comparable-store sales increases or decreases above are calculated by comparing sales in fiscal year periods with comparable prior fiscal year periods of equivalent length.

        In fiscal 2009, the change in comparable-store sales was driven by a decline in the average transaction amount, primarily due to a decrease in the number of units per transaction. In 2008, the change in comparable-store sales was driven by a decline in the number of transactions, slightly offset by an increase in average transaction amount, which reflects the effect of a higher selling price per unit sold partially offset by a decrease in number of units per transaction. Transaction-level metrics are influenced by a broad array of macroeconomic, competitive and consumer behavioral factors, as well as sales mix, and comparable-store sales rates are negatively impacted by transfer of sales to new stores.

Gross Margin Rate

        Gross margin rate represents gross margin (sales less cost of sales) as a percentage of sales. See Note 3 of the Notes to Consolidated Financial Statements for a description of expenses included in cost of sales. Markup is the difference between an item's cost and its retail price (expressed as a percentage of its retail price). Factors that affect markup include vendor offerings and negotiations, vendor income, sourcing strategies, market forces like raw material and freight costs, and competitive influences. Markdowns are the reduction in the original or previous price of retail merchandise. Factors that affect markdowns include inventory management, competitive influences and economic conditions.

        In 2009, our gross margin rate was 30.5 percent compared with 29.8 percent in 2008. Our 2009 gross margin rate benefitted from rate improvements within categories, partially offset by the mix impact of faster

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sales growth in lower margin rate categories (generally product categories of household essentials and food). The impact of rate performance within merchandise categories on gross margin rate was an approximate 1.1 percentage point increase for 2009. This increase is the result of improved markups and reduced markdowns. The impact of sales mix on gross margin rate was an approximate 0.4 percentage point reduction.

        In 2008 our gross margin rate was 29.8 percent compared with 30.2 percent in 2007. Our 2008 gross margin rate was adversely affected by sales mix, which resulted in a 0.6 percentage point reduction in the gross margin rate. Sales in merchandise categories that yield lower gross margin rates outpaced sales in our higher margin apparel and home merchandise categories. This mix impact was partially offset by favorable supply chain expense rates, as well as higher gross margin rates within merchandise categories across our assortment, which had a combined impact on gross margin rate of an approximate 0.2 percentage point increase.

Selling, General and Administrative Expense Rate

        Our selling, general and administrative (SG&A) expense rate represents SG&A expenses as a percentage of sales. See Note 3 of the Notes to Consolidated Financial Statements for a description of expenses included in SG&A expenses. SG&A expenses exclude depreciation and amortization, as well as expenses associated with our credit card operations, which are reflected separately in our Consolidated Statements of Operations.

        SG&A expense rate was 20.5 percent in 2009 compared with 20.4 percent in both 2008 and 2007. The change in the rate was primarily driven by an approximate 0.4 percentage point impact from an increase in incentive compensation due to better than expected 2009 performance compared with 2008 results. The rate increase was partially offset by an approximate 0.2 percentage point impact from sustained productivity gains in our stores. Within SG&A expenses in 2008 and 2007, there were no expense categories that experienced a significant fluctuation as a percentage of sales, when compared with prior periods.

Depreciation and Amortization Expense Rate

        Our depreciation and amortization expense rate represents depreciation and amortization expense as a percentage of sales. In 2009, our depreciation and amortization expense rate was 3.2 percent compared with 2.9 percent in 2008 and 2.7 percent in 2007. The increase in the rate was primarily due to accelerated depreciation on assets that will be replaced as part of our 340-store 2010 remodel program. The comparative increase in 2008 was due to increased capital expenditures, specifically related to investments in new stores.

Store Data

Number of Stores	Target general merchandise stores			SuperTarget stores			Total
January 31, 2009		1,443			239			1,682
Opened		63			13			76
Closed (a)		(17	)		(1	)		(18	)
January 30, 2010		1,489			251			1,740
Retail Square Feet (b) (thousands)
January 31, 2009		180,321			42,267			222,588
Opened		9,039			2,404			11,443
Closed (a)		(1,911	)		(179	)		(2,090	)
January 30, 2010		187,449			44,492			231,941

(a)

Includes 13 store relocations in the same trade area and 5 stores closed without replacement.

(b)

Reflects total square feet less office, distribution center and vacant space.

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Credit Card Segment

        Credit card revenues are comprised of finance charges, late fees and other revenue, and third party merchant fees, or the amounts received from merchants who accept the Target Visa credit card.

	2009						2008						2007
Credit Card Segment Results
	Amount (in millions)			Rate (d)			Amount (in millions)			Rate (d)			Amount (in millions)			Rate (d)
Finance charge revenue	$	1,450			17.4	%	$	1,451			16.7	%	$	1,308			18.0	%
Late fees and other revenue		349			4.2			461			5.3			422			5.8
Third party merchant fees		123			1.5			152			1.7			166			2.3
Total revenues		1,922			23.0			2,064			23.7			1,896			26.1
Bad debt expense		1,185			14.2			1,251			14.4			481			6.6
Operations and marketing expenses (a)		425			5.1			474			5.4			469			6.4
Depreciation and amortization		14			0.2			17			0.2			16			0.2
Total expenses		1,624			19.4			1,742			20.0			966			13.3
EBIT		298			3.5			322			3.7			930			12.8
Interest expense on nonrecourse debt collateralized by credit card receivables		97						167						133
Segment profit	$	201					$	155					$	797
Average receivables funded by Target (b)	$	2,866					$	4,192					$	4,888
Segment pretax ROIC (c)		7.0	%					3.7	%					16.3	%

(a)

New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $89 million in 2009, $117 million in 2008, and $114 million in 2007, are recorded as an increase to Operations and Marketing expenses within the Credit Card Segment.

(b)

Amounts represent the portion of average gross credit card receivables funded by Target. For 2009, 2008, and 2007, these amounts exclude $5,484 million, $4,503 million, and $2,387 million, respectively, of receivables funded by nonrecourse debt collateralized by credit card receivables.

(c)

ROIC is return on invested capital, and this rate equals our segment profit divided by average gross credit card receivables funded by Target, expressed as an annualized rate.

(d)

As an annualized percentage of average gross credit card receivables.

	2009					2008					2007
Spread Analysis – Total Portfolio
	Amount (in millions)		Rate			Amount (in millions)		Rate			Amount (in millions)		Rate
EBIT	$	298		3.5	% (b)	$	322		3.7	% (b)	$	930		12.8	% (b)
LIBOR (a)				0.3	%				2.3	%				5.1	%
Spread to LIBOR (c)	$	270		3.2	% (b)	$	118		1.4	% (b)	$	558		7.7	% (b)

(a)

Balance-weighted one-month LIBOR.

(b)

As a percentage of average gross credit card receivables.

(c)

Spread to LIBOR is a metric used to analyze the performance of our total credit card portfolio because the majority of our portfolio earned finance charge revenue at rates tied to the Prime Rate, and the interest rate on all nonrecourse debt securitized by credit card receivables is tied to LIBOR.

        Our primary measure of segment profit in our Credit Card Segment is the EBIT generated by our total credit card receivables portfolio less the interest expense on nonrecourse debt collateralized by credit card receivables. We analyze this measure of profit in light of the amount of capital we have invested in our credit card receivables. In addition, we measure the performance of our overall credit card receivables portfolio by calculating the dollar Spread to LIBOR at the portfolio level. This metric approximates overall financial performance of the entire credit card portfolio we manage by measuring the difference between EBIT earned on the portfolio and a hypothetical benchmark rate financing cost applied to the entire portfolio. The interest rate on all nonrecourse debt securitized by credit card receivables is tied to LIBOR. For the first quarter of 2009, the vast majority of our portfolio accrued finance charge revenue at rates tied to the Prime Rate. Effective April 2009, we implemented a terms change to our portfolio that established a minimum annual percentage rate (APR) applied to cardholder account balances. Under these terms, finance charges accrue at a fixed APR if the benchmark Prime Rate is less than 6%; if the Prime Rate is greater than 6%, finance charges accrue at the benchmark Prime Rate, plus a spread. Because the Prime Rate was less than 6% during 2009, the majority of our portfolio accrued finance charges at a fixed APR subsequent to this terms change. As a result of regulatory actions that impact our portfolio, effective January 2010, we implemented a second terms change that converted the minimum APR for the majority of our accounts to a variable rate, and we eliminated penalty

16

pricing for all current, or nondelinquent accounts. Penalty pricing is the charging of a higher interest rate for a period of time, generally 12 months, and is triggered when a cardholder repeatedly fails to make timely payments.

        In 2009, Credit Card Segment profit increased to $201 million from $155 million as a result of improved portfolio performance (Spread to LIBOR) and significantly lower funding costs. The reduction in our investment in the portfolio combined with these results produced a strong improvement in segment ROIC. Segment revenues were $1,922 million, a decrease of $143 million, or 6.9 percent, from the prior year. The decrease in revenue was driven by a lower Prime Rate, lower average receivables, higher finance charge and late-fee write-offs and lower late fees due to fewer delinquent accounts offset by the positive impacts of the terms changes implemented in late 2008 and April 2009. Segment expenses were $1,624 million, a decrease of $118 million, or 6.8 percent, from prior year driven by lower bad debt and operations and marketing expenses, on both a dollar and rate basis. Segment interest expense benefited from a significantly lower LIBOR rate compared to the prior year.

        Segment profit and dollar Spread to LIBOR measures in 2008 were significantly impacted on both a rate and dollar basis by bad debt expense. Segment revenues were $2,064 million, an increase of $168 million, or 8.9 percent, from the prior year, driven by a 19.5 percent increase in average receivables. On a rate basis, revenue yield decreased 2.4 percentage points primarily due to a reduction in the Prime Rate index used to determine finance charge rates in the portfolio and lower external sales volume contributing to the decline in third party merchant fees. This negative pressure on revenue yield was offset modestly by the positive impact of terms changes implemented in 2008 that increased our effective yield. Segment expenses were $1,742 million, an increase of $776 million, or 80.3 percent, from the prior year driven by an increase in bad debt expense of $770 million. The increase in bad debt expense resulted from the increase in our incurred net write-off rate from 5.9 percent in 2007 to 9.3 percent in 2008 and the increase in the allowance for doubtful accounts of $440 million for anticipated future write-offs of current receivables. Segment profit decreased from 16.3 percent in 2007 to 3.7 percent in 2008 primarily due to the effect of bad debt expense, the reduction in receivables owned and funded by Target, and the impact of a lower Prime Rate during 2008.

Receivables Rollforward Analysis	Fiscal Year									Percent Change
(millions)	2009			2008			2007			2009/2008			2008/2007
Beginning gross credit card receivables	$	9,094		$	8,624		$	6,711			5.4	%		28.5	%
Charges at Target		3,553			4,207			4,491			(15.5	)		(6.3	)
Charges at third parties		6,763			8,542			9,398			(20.8	)		(9.1	)
Payments		(12,065	)		(13,482	)		(13,388	)		(10.5	)		0.7
Other		637			1,203			1,412			(47.1	)		(14.8	)
Period-end gross credit card receivables	$	7,982		$	9,094		$	8,624			(12.2	)%		5.4	%
Average gross credit card receivables	$	8,351		$	8,695		$	7,275			(4.0	)%		19.5	%
Accounts with three or more payments (60+ days) past due as a percentage of period-end credit card receivables		6.3	%		6.1	%		4.0	%
Accounts with four or more payments (90+ days) past due as a percentage of period-end gross credit card receivables		4.7	%		4.3	%		2.7	%
Credit card penetration (a)		5.6	%		6.7	%		7.3	%

(a)

Represents charges at Target (including sales taxes and gift cards) divided by sales (which excludes sales taxes and gift cards).

Allowance for Doubtful Accounts	Fiscal Year									Percent Change
(millions)	2009			2008			2007			2009/2008			2008/2007
Allowance at beginning of period	$	1,010		$	570		$	517			77.1	%		10.4	%
Bad debt expense		1,185			1,251			481			(5.3	)		160.1
Net write-offs (a)		(1,179	)		(811	)		(428	)		45.2			89.8
Allowance at end of period	$	1,016		$	1,010		$	570			0.6	%		77.1	%
As a percentage of period-end gross credit card receivables		12.7	%		11.1	%		6.6	%
Net write-offs as a percentage of average gross credit card receivables (annualized)		14.1	%		9.3	%		5.9	%

(a)

Net write-offs include the principal amount of losses (excluding accrued and unpaid finance charges) less current period principal recoveries.

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        Our 2009 period-end gross credit card receivables were $7,982 million compared with $9,094 million in 2008, a decrease of 12.2 percent. Average gross credit card receivables in 2009 decreased 4.0 percent compared with 2008 levels. This change was driven by tighter risk management and underwriting initiatives that have significantly reduced available credit lines for higher-risk cardholders, fewer new accounts being opened, and a decrease in charge activity resulting from reductions in card usage by our guests, partially offset by the impact of a decline in payment rates.

        Our 2008 period-end gross credit card receivables were $9,094 million compared with $8,624 million in 2007, an increase of 5.4 percent. Average gross credit card receivables in 2008 increased 19.5 percent compared with 2007 levels. This growth was driven by the annualization of the prior year's product change from proprietary Target Cards to higher-limit Target Visa cards and the impact of industry-wide declines in payment rates, offset in part by a reduction in charge activity resulting from reductions in card usage by our guests, and from risk management and underwriting initiatives that significantly reduced credit lines for higher risk cardholders.

Other Performance Factors

Net Interest Expense

        Net interest expense was $801 million at the end of 2009, decreasing 7.5 percent, or $65 million from 2008. This decline was due to a decrease in the annualized average portfolio interest rate from 5.3 percent to 4.8 percent partially offset by a $16 million charge related to the early retirement of long-term debt. In 2008, net interest expense was $866 million compared with $647 million in 2007, an increase of 33.8 percent. This increase was due primarily to higher average debt balances supporting capital investment, share repurchase and the receivables portfolio, partially offset by a lower average portfolio net interest rate.

Provision for Income Taxes

        Our effective income tax rate was 35.7 percent in 2009 and 37.4 percent in 2008. The decrease in the effective rate between periods is primarily due to nontaxable capital market returns on investments used to economically hedge the market risk in deferred compensation plans in 2009 compared with nondeductible losses in 2008. The 2009 effective income tax rate is also lower due to federal and state discrete items.

        Our effective income tax rate for 2008 was 37.4 percent compared with 38.4 percent in 2007. The decrease in 2008 was primarily due to tax reserve reductions resulting from audit settlements and the effective resolution of other issues. The 2008 effective income tax rate was also lower due to a comparatively greater proportion of earnings subject to rate differences between taxing jurisdictions. These rate declines were partially offset by lower capital market returns on investments used to economically hedge the market risk in deferred compensation plans. Gains and losses from these investments are not taxable.

Analysis of Financial Condition

Liquidity and Capital Resources

        Our 2009 operations were entirely funded by internally generated funds. Cash flow provided by operations was $5,881 in 2009 compared with $4,430 million in 2008. This strong cash flow allowed us to fund capital expenditures of $1,729 million and pay off $1.3 billion of maturing debt with internally generated funds. In addition we accelerated the payoff of a $550 million 2010 debt maturity, restarted our share repurchase program earlier than expected and experienced a $1.3 billion increase in marketable securities at January 30, 2010.

        Our 2009 period-end gross credit card receivables were $7,982 million compared with $9,094 million in 2008, a decrease of 12.2 percent. Average gross credit card receivables in 2009 decreased 4.0 percent compared with 2008 levels. This change was driven by the factors indicated in the Credit Card Segment above. This trend and the factors influencing it are likely to continue into 2010. Due to the decrease in gross credit card receivables, Target Receivables Corporation (TRC), using cash flows from the receivables, repaid an affiliate of JPMorgan Chase (JPMC) $163 million during 2009 under the terms of our agreement with them as described in Note 10 of the Notes to Consolidated Financial Statements. To the extent the receivables balance continues to decline, TRC expects to continue to pay JPMC a prorata portion of principal collections such that the portion owned by JPMC would not exceed 47 percent.

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        Year-end inventory levels increased $474 million, or 7.1 percent from 2008, primarily due to unusually low inventory levels at the end of 2008 in response to the challenging economic environment. Inventory levels were also higher to support traffic-driving strategic initiatives, such as food and pharmacy, in addition to comparatively higher retail square footage. Accounts payable increased by $174 million, or 2.7 percent over the same period.

        During 2009, we repurchased 9.9 million shares of our common stock for a total cash investment of $479 million ($48.54 per share) under a $10 billion share repurchase plan authorized by our Board of Directors in November 2007. In 2008, we repurchased 67.2 million shares of our common stock for a total cash investment of $3,395 million ($50.49 per share).

        We paid dividends totaling $496 million in 2009 and $465 million in 2008, an increase of 6.7 percent. We declared dividends totaling $503 million ($0.67 per share) in 2009, an increase of 6.8 percent over 2008. In 2008, we declared dividends totaling $471 million ($0.62 per share), an increase of 3.8 percent over 2007. We have paid dividends every quarter since our first dividend was declared following our 1967 initial public offering, and it is our intent to continue to do so in the future.

        Our financing strategy is to ensure liquidity and access to capital markets, to manage our net exposure to floating interest rate volatility, and to maintain a balanced spectrum of debt maturities. Within these parameters, we seek to minimize our borrowing costs.

        Maintaining strong investment-grade debt ratings is a key part of our financing strategy. Our current debt ratings are as follows:

Debt Ratings			Standard and Poor's
	Moody's				Fitch
Long-term debt		A2		A+		A
Commercial paper		P-1		A-1		F1
Securitized receivables (a)		Aa2		A+		n/a

(a)

These rated securitized receivables exclude the interest in our credit card receivables sold to JPMC.

        At January 30, 2010 and January 31, 2009, there were no amounts outstanding under our commercial paper program. In past years, we funded our peak sales season working capital needs through our commercial paper program and then used the cash generated from that sales season to repay the commercial paper issued. In 2009 we funded our working capital needs through internally generated funds. Additionally and as described in Note 10 of the Notes to Consolidated Financial Statements, during 2008 we sold to JPMC an interest in our credit card receivables for approximately $3.8 billion. We received proceeds of approximately $3.6 billion, reflecting a 7 percent discount.

        An additional source of liquidity is available to us through a committed $2 billion unsecured revolving credit facility obtained through a group of banks in April 2007, which will expire in April 2012. No balances were outstanding at any time during 2009 or 2008 under this facility.

        Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants. Additionally, at January 30, 2010, no notes or debentures contained provisions requiring acceleration of payment upon a debt rating downgrade, except that certain outstanding notes allow the note holders to put the notes to us if within a matter of months of each other we experience both (i) a change in control; and (ii) our long-term debt ratings are either reduced and the resulting rating is non-investment grade, or our long-term debt ratings are placed on watch for possible reduction and those ratings are subsequently reduced and the resulting rating is non-investment grade.

        Our interest coverage ratio represents the ratio of pretax earnings before fixed charges to fixed charges. Fixed charges include interest expense and the interest portion of rent expense. Our interest coverage ratio as calculated by the SEC's applicable rules was 5.1x in 2009, 4.3x in 2008, and 6.4x in 2007.

Capital Expenditures

        Capital expenditures were $1,729 million in 2009 compared with $3,547 million in 2008 and $4,369 million in 2007. This decrease was driven by lower capital expenditures for new stores, remodels and technology-related assets. Our 2009 capital expenditures include $232 million related to stores that will open in 2010 and

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later years. Net property and equipment decreased $475 million in 2009 following an increase of $1,661 million in 2008.

Capital Expenditures	Percentage of Capital Expenditures
	2009			2008			2007
New stores		52	%		66	%		71	%
Remodels and expansions		17			8			7
Information technology, distribution and other		31			26			22
Total		100	%		100	%		100	%

Commitments and Contingencies

        At January 30, 2010, our contractual obligations were as follows:

Contractual Obligations		Payments Due by Period
(millions)		Total		Less than 1 Year		1-3 Years		3-5 Years		After 5 Years
Long-term debt (a)
	Unsecured	$	11,071	$	786	$	1,607	$	502	$	8,176
	Nonrecourse		5,553		900		750		3,903		—
Interest payments – long-term debt
	Unsecured		10,405		693		1,240		1,061		7,411
	Nonrecourse (b)		159		39		74		46		—
Capital lease obligations (c)			472		19		44		45		364
Operating leases (c)			4,000		264		324		265		3,147
Deferred compensation			394		41		87		96		170
Real estate obligations			222		222		—		—		—
Purchase obligations			2,016		597		685		627		107
Tax contingencies (d)			—		—		—		—		—
Contractual obligations		$	34,292	$	3,561	$	4,811	$	6,545	$	19,375

(a)

Required principal payments only. Excludes fair market value adjustments recorded in long-term debt, as required by derivative and hedging accounting rules. Principal amounts include the 47 percent interest in credit card receivables sold to JPMC at the principal amount. In the event of a decrease in the receivables principal balance, accelerated repayment of this obligation may occur.

(b)

These payments vary with LIBOR and are calculated assuming LIBOR of 0.25 percent plus a spread, for each year outstanding.

(c)

Total contractual lease payments include $2,016 million of operating lease payments related to options to extend the lease term that are reasonably assured of being exercised. These payments also include $196 million and $88 million of legally binding minimum lease payments for stores opening in 2010 or later for capital and operating leases, respectively. Capital lease obligations include interest. Refer to Note 21 of the Notes to Consolidated Financial Statements for a further description of leases.

(d)

Estimated tax contingencies of $579 million, including interest and penalties, are not included in the table above because we are not able to make reasonably reliable estimates of the period of cash settlement.

        Real estate obligations include commitments for the purchase, construction or remodeling of real estate and facilities. Purchase obligations include all legally binding contracts such as firm minimum commitments for inventory purchases, merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts.

        We issue inventory purchase orders in the normal course of business, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments; therefore, they are excluded from the table above. We also issue trade letters of credit in the ordinary course of business, which are excluded from this table as these obligations are conditional on the purchase order not being cancelled. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation.

        We have not included obligations under our pension and postretirement health care benefit plans in the contractual obligations table above. Our historical practice regarding these plans has been to contribute amounts necessary to satisfy minimum pension funding requirements, plus periodic discretionary amounts determined to be appropriate. Further information on these plans, including our expected contributions for 2010, is included in Note 27 of the Notes to Consolidated Financial Statements.

        We do not have any arrangements or relationships with entities that are not consolidated into the financial statements that are reasonably likely to materially affect our liquidity or the availability of capital resources.

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Critical Accounting Estimates

        Our analysis of operations and financial condition is based on our consolidated financial statements, prepared in accordance with U.S. generally accepted accounting principles (GAAP). Preparation of these consolidated financial statements requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the consolidated financial statements, reported amounts of revenues and expenses during the reporting period and related disclosures of contingent assets and liabilities. In the Notes to Consolidated Financial Statements, we describe the significant accounting policies used in preparing the consolidated financial statements. Our estimates are evaluated on an ongoing basis and are drawn from historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results could differ under different assumptions or conditions. However we do not believe there is a reasonable likelihood that there will be a material change in future estimates or assumptions. Our senior management has discussed the development and selection of our critical accounting estimates with the Audit Committee of our Board of Directors. The following items in our consolidated financial statements require significant estimation or judgment:

Inventory and cost of sales    We use the retail inventory method to account for substantially our entire inventory and the related cost of sales. Under this method, inventory is stated at cost using the last-in, first-out (LIFO) method as determined by applying a cost-to-retail ratio to each merchandise grouping's ending retail value. Cost includes the purchase price as adjusted for vendor income. Since inventory value is adjusted regularly to reflect market conditions, our inventory methodology reflects the lower of cost or market. We reduce inventory for estimated losses related to shrink and markdowns. Our shrink estimate is based on historical losses verified by ongoing physical inventory counts. Historically our actual physical inventory count results have shown our estimates to be reliable. Markdowns designated for clearance activity are recorded when the salability of the merchandise has diminished. Inventory is at risk of obsolescence if economic conditions change. Relevant economic conditions include changing consumer demand, customer preferences, changing consumer credit markets or increasing competition. We believe these risks are largely mitigated because our inventory typically turns in less than three months. Inventory is further described in Note 11 of the Notes to Consolidated Financial Statements.

Vendor income receivable    Cost of sales and SG&A expenses are partially offset by various forms of consideration received from our vendors. This "vendor income" is earned for a variety of vendor-sponsored programs, such as volume rebates, markdown allowances, promotions and advertising allowances, as well as for our compliance programs. We establish a receivable for the vendor income that is earned but not yet received. Based on the agreements in place, this receivable is computed by estimating when we have completed our performance and when the amount is earned. The majority of all year-end vendor income receivables are collected within the following fiscal quarter. Vendor income is described further in Note 4 of the Notes to Consolidated Financial Statements.

Allowance for doubtful accounts    When receivables are recorded, we recognize an allowance for doubtful accounts in an amount equal to anticipated future write-offs. This allowance includes provisions for uncollectible finance charges and other credit-related fees. We estimate future write-offs based on historical experience of delinquencies, risk scores, aging trends and industry risk trends. Substantially all accounts continue to accrue finance charges until they are written off. Accounts are automatically written off when they become 180 days past due. Management believes the allowance for doubtful accounts is adequate to cover anticipated losses in our credit card accounts receivable under current conditions; however, unexpected, significant deterioration in any of the factors mentioned above or in general economic conditions could materially change these expectations. Credit card receivables are described in Note 10 of the Notes to Consolidated Financial Statements.

Analysis of long-lived and intangible assets for impairment    We review assets at the lowest level for which there are identifiable cash flows, usually at the store level, on an annual basis or whenever an event or change in circumstances indicates the carrying value of the asset may not be recoverable. An impairment loss on a long-lived and identifiable intangible asset would be recognized when estimated undiscounted future cash flows from the operation and disposition of the asset are less than the asset carrying amount. Goodwill is tested for impairment by comparing its carrying value to a fair value estimated by discounting future cash flows. This test is performed at least annually or whenever an event or change in circumstances indicates the

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carrying value of the asset may not be recoverable. Impairment on long-lived assets of $49 million in 2009, $2 million in 2008 and $7 million in 2007 were recorded as a result of the tests performed.

        Our estimates of future cash flows require us to make assumptions and to apply judgment, including forecasting future sales and expenses and estimating useful lives of the assets. These estimates can be affected by factors such as future store results, real estate values, and economic conditions that can be difficult to predict.

Insurance/self-insurance    We retain a substantial portion of the risk related to certain general liability, workers' compensation, property loss and team member medical and dental claims. However, we maintain stop-loss coverage to limit the exposure related to certain risks. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We estimate our ultimate cost based on an analysis of historical data and actuarial estimates. General liability and workers' compensation liabilities are recorded at our estimate of their net present value; other liabilities referred to above are not discounted. We believe that the amounts accrued are adequate, although actual losses may differ from the amounts provided. Refer to Item 7A for further disclosure of the market risks associated with these exposures.

Income taxes    We pay income taxes based on the tax statutes, regulations and case law of the various jurisdictions in which we operate. Significant judgment is required in determining income tax provisions and in evaluating the ultimate resolution of tax matters in dispute with tax authorities. Historically, our assessments of the ultimate resolution of tax issues have been materially accurate. The current open tax issues are not dissimilar in size or substance from historical items. We believe the resolution of these matters will not have a material impact on our consolidated financial statements. Income taxes are described further in Note 22 of the Notes to Consolidated Financial Statements.

Pension and postretirement health care accounting    We fund and maintain a qualified defined benefit pension plan. We also maintain several smaller nonqualified plans and a postretirement health care plan for certain current and retired team members. The costs for these plans are determined based on actuarial calculations using the assumptions described in the following paragraphs. Eligibility for, and the level of, these benefits varies depending on team members' full-time or part-time status, date of hire and/or length of service.

        Our expected long-term rate of return on plan assets is determined by the portfolio composition, historical long-term investment performance and current market conditions. Benefits expense recorded during the year is partially dependent upon the long-term rate of return used, and a 0.1 percent decrease in the expected long-term rate of return used to determine net pension and postretirement health care benefits expense would increase annual expense by approximately $2 million.

        The discount rate used to determine benefit obligations is adjusted annually based on the interest rate for long-term high-quality corporate bonds as of the measurement date using yields for maturities that are in line with the duration of our pension liabilities. Historically, this same discount rate has also been used to determine net pension and postretirement health care benefits expense for the following plan year. The discount rates used to determine benefit obligations and benefits expense are included in Note 27 of the Notes to Consolidated Financial Statements. Benefits expense recorded during the year is partially dependent upon the discount rates used, and a 0.1 percent decrease to the weighted average discount rate used to determine net pension and postretirement health care benefits expense would increase annual expense by approximately $4 million.

        Based on our experience, we use a graduated compensation growth schedule that assumes higher compensation growth for younger, shorter-service pension-eligible team members than it does for older, longer-service pension-eligible team members.

        Pension and postretirement health care benefits are further described in Note 27 of the Notes to Consolidated Financial Statements.

New Accounting Pronouncements

Future Adoptions

        In June 2009, the FASB issued SFAS No. 166, "Accounting for Transfers of Financial Assets an amendment of FASB Statement No. 140" (SFAS 166), codified in the Transfers and Servicing accounting principles, which amends the derecognition guidance in former FASB Statement No. 140 and eliminates the exemption from consolidation for qualifying special-purpose entities. This guidance will be effective for the

22

Corporation beginning in fiscal 2010 and adoption is not anticipated to affect our consolidated net earnings, cash flows or financial position.

        In June 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" (SFAS 167), codified in the Consolidation accounting principles, which amends the consolidation guidance applicable to variable interest entities. The amendments will significantly affect the overall consolidation analysis under former FASB Interpretation No. 46(R). This guidance will be effective for the Corporation beginning in fiscal 2010 and adoption is not anticipated to affect our consolidated net earnings, cash flows or financial position.

Outlook

        In the Retail Segment, we expect to generate increases in comparable-store sales, likely in the range of 2 to 4 percent for the year, including an expected 1 percentage point lift from our remodel program. While our comparable-store sales comparisons are easier in the spring than the fall, the expected incremental sales resulting from remodels will grow as the year progresses. Additionally, we expect total sales to increase by a mid-single digit percentage.

        In 2010 we expect to generally preserve our 2009 EBIT margin rate in our Retail Segment, which if achieved would result in our Retail Segment EBIT increasing in line with total sales growth.

        In our Credit Card Segment, we expect the lower consumer usage of credit and our risk management strategies to continue throughout 2010, resulting in a low double-digit percentage decline in gross credit card receivables by the end of the year. We also expect to maintain segment profit on a dollar basis at generally the level earned in 2009, generating a higher pretax segment ROIC in 2010 than in 2009.

        We expect our 2010 book effective tax rate to approximate our long-term structural rate, likely in the range of 37.0 to 37.5 percent.

        We also expect to continue to execute against our share repurchase authorization.

        We expect our 2010 capital expenditures to be in the range of $2 to $2.5 billion, reflective of projects we will complete in 2010 as well as initial spending for our 2011 and 2012 new store programs. Our expectation is that our 2010 new store program will result in approximately 13 new stores and that our 2011 new store program will be in the range of 20 to 30 stores.

        Due to the early repayment of an August 2010 debt maturity, the only significant remaining 2010 maturity, prior to our seasonal working capital peak (which typically occurs in October or November), is the $900 million public series borrowing collateralized by our credit card receivables due in October.

Forward-Looking Statements

        This report contains forward-looking statements, which are based on our current assumptions and expectations. These statements are typically accompanied by the words "expect," "may," "could," "believe," "would," "might," "anticipates," or words of similar import. The principal forward looking statements in this report include: For our Retail Segment, our outlook for sales, expected merchandise returns, comparable-store sales trends and EBIT margin rates; for our Credit Card Segment, our outlook for year-end gross credit card receivables, portfolio size, future write-offs of current receivables, profit, ROIC, and the allowance for doubtful accounts; on a consolidated basis, the expected effective income tax rate, the continued execution of our share repurchase program, our expected capital expenditures and the number of stores to be opened in 2010 and 2011, the expected compliance with debt covenants, our intentions regarding future dividends, the anticipated impact of new accounting pronouncements, our expected future share-based compensation expense, our expected contributions and benefit payments related to our pension and postretirement health care plans, and the adequacy of our reserves for general liability, workers' compensation, property loss, and team member medical and dental, the expected outcome of claims and litigation, and the resolution of tax uncertainties.

        All such forward-looking statements are intended to enjoy the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, as amended. Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are set forth on our description of risk factors in Item 1A to this Form 10-K, which should be read in conjunction with the forward-looking statements in this report. Forward-looking statements speak only as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.

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Item 7A.    Quantitative and Qualitative Disclosures About Market Risk

        Our exposure to market risk results primarily from interest rate changes on our debt obligations, some of which are at a LIBOR-plus floating rate, and on our credit card receivables, the majority of which are assessed finance charges at a Prime-based floating rate. To manage our net interest margin, we generally maintain levels of floating-rate debt to generate similar changes in net interest expense as finance charge revenues fluctuate. The degree of floating asset and liability matching may vary over time and in different interest rate environments. At January 30, 2010, the amount of floating-rate credit card assets exceeded the amount of net floating-rate debt obligations by approximately $1 billion. As a result, based on our balance sheet position at January 30, 2010, the annualized effect of a 0.1 percentage point decrease in floating interest rates on our floating rate debt obligations, net of our floating rate credit card assets and marketable securities, would be to decrease earnings before income taxes by approximately $1 million. See further description in Note 20 of the Notes to Consolidated Financial Statements.

        We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities fluctuate with changes in interest rates. Periodically, in certain interest rate environments, we economically hedge a portion of our exposure to these interest rate changes by entering into interest rate forward contracts that partially mitigate the effects of interest rate changes. Based on our balance sheet position at January 30, 2010, the annualized effect of a 0.5 percentage point decrease in interest rates would be to decrease earnings before income taxes by approximately $9 million.

        In addition, we are exposed to market return fluctuations on our qualified defined benefit pension plans. The annualized effect of a one percentage point decrease in the return on pension plan assets would decrease plan assets by $22 million at January 30, 2010. The value of our pension liabilities is inversely related to changes in interest rates. To protect against declines in interest rates we hold high-quality, long-duration bonds and interest rate swaps in our pension plan trust. At year end, we had hedged approximately 50 percent of the interest rate exposure of our funded status.

        As more fully described in Note 14 and Note 26 of the Notes to Consolidated Financial Statements, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans. We control the risk of offering the nonqualified plans by making investments in life insurance contracts and prepaid forward contracts on our own common stock that offset a substantial portion of our economic exposure to the returns on these plans. The annualized effect of a one percentage point change in market returns on our nonqualified defined contribution plans (inclusive of the effect of the investment vehicles used to manage our economic exposure) would not be significant.

        We do not have significant direct exposure to foreign currency rates as all of our stores are located in the United States, and the vast majority of imported merchandise is purchased in U.S. dollars.

        Overall, there have been no material changes in our primary risk exposures or management of market risks since the prior year.

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Item 8.   Financial Statements and Supplementary Data

Report of Management on the Consolidated Financial Statements

         Management is responsible for the consistency, integrity and presentation of the information in the Annual Report. The consolidated financial statements and other information presented in this Annual Report have been prepared in accordance with accounting principles generally accepted in the United States and include necessary judgments and estimates by management.

         To fulfill our responsibility, we maintain comprehensive systems of internal control designed to provide reasonable assurance that assets are safeguarded and transactions are executed in accordance with established procedures. The concept of reasonable assurance is based upon recognition that the cost of the controls should not exceed the benefit derived. We believe our systems of internal control provide this reasonable assurance.

         The Board of Directors exercised its oversight role with respect to the Corporation's systems of internal control primarily through its Audit Committee, which is comprised of independent directors. The Committee oversees the Corporation's systems of internal control, accounting practices, financial reporting and audits to assess whether their quality, integrity and objectivity are sufficient to protect shareholders' investments.

         In addition, our consolidated financial statements have been audited by Ernst & Young LLP, independent registered public accounting firm, whose report also appears on this page.

Gregg W. Steinhafel Chief Executive Officer and President March 12, 2010	Douglas A. Scovanner Executive Vice President and Chief Financial Officer

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

The Board of Directors and Shareholders
Target Corporation

         We have audited the accompanying consolidated statements of financial position of Target Corporation and subsidiaries (the Corporation) as of January 30, 2010 and January 31, 2009, and the related consolidated statements of operations, cash flows, and shareholders' investment for each of the three years in the period ended January 30, 2010. Our audits also included the financial statement schedule listed in Item 15(a). These financial statements and schedule are the responsibility of the Corporation's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.

         We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

         In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Target Corporation and subsidiaries at January 30, 2010 and January 31, 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 30, 2010, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in all material respects the information set forth therein.

         We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Corporation's internal control over financial reporting as of January 30, 2010, based on criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 12, 2010, expressed an unqualified opinion thereon.

Minneapolis, Minnesota
March 12, 2010

25

Report of Management on Internal Control

         Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f). Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we assessed the effectiveness of our internal control over financial reporting as of January 30, 2010, based on the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our assessment, we conclude that the Corporation's internal control over financial reporting is effective based on those criteria.

         Our internal control over financial reporting as of January 30, 2010, has been audited by Ernst & Young LLP, the independent registered accounting firm who has also audited our consolidated financial statements, as stated in their report which appears on this page.

Gregg W. Steinhafel Chief Executive Officer and President March 12, 2010	Douglas A. Scovanner Executive Vice President and Chief Financial Officer

Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting

The Board of Directors and Shareholders
Target Corporation

         We have audited Target Corporation and subsidiaries' (the Corporation) internal control over financial reporting as of January 30, 2010, based on criteria established in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). The Corporation's management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Report of Management on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Corporation's internal control over financial reporting based on our audit.

         We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

         A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company, (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company, and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

         Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

         In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of January 30, 2010, based on the COSO criteria.

         We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated statements of financial position of Target Corporation and subsidiaries as of January 30, 2010 and January 31, 2009, and the related consolidated statements of operations, cash flows and shareholders' investment for each of the three years in the period ended January 30, 2010, and our report dated March 12, 2010, expressed an unqualified opinion thereon.

Minneapolis, Minnesota
March 12, 2010

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Consolidated Statements of Operations

(millions, except per share data)		2009			2008			2007
Sales		$	63,435		$	62,884		$	61,471
Credit card revenues			1,922			2,064			1,896
Total revenues			65,357			64,948			63,367
Cost of sales			44,062			44,157			42,929
Selling, general and administrative expenses			13,078			12,954			12,670
Credit card expenses			1,521			1,609			837
Depreciation and amortization			2,023			1,826			1,659
Earnings before interest expense and income taxes			4,673			4,402			5,272
Net interest expense
	Nonrecourse debt collateralized by credit card receivables		97			167			133
	Other interest expense		707			727			535
	Interest income		(3	)		(28	)		(21	)
Net interest expense			801			866			647
Earnings before income taxes			3,872			3,536			4,625
Provision for income taxes			1,384			1,322			1,776
Net earnings		$	2,488		$	2,214		$	2,849
Basic earnings per share		$	3.31		$	2.87		$	3.37
Diluted earnings per share		$	3.30		$	2.86		$	3.33
Weighted average common shares outstanding
	Basic		752.0			770.4			845.4
	Diluted		754.8			773.6			850.8

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Financial Position

(millions, except footnotes)		January 30, 2010			January 31, 2009
Assets
Cash and cash equivalents, including marketable securities of $1,617 and $302		$	2,200		$	864
Credit card receivables, net of allowance of $1,016 and $1,010			6,966			8,084
Inventory			7,179			6,705
Other current assets			2,079			1,835
	Total current assets		18,424			17,488
Property and equipment
	Land		5,793			5,767
	Buildings and improvements		22,152			20,430
	Fixtures and equipment		4,743			4,270
	Computer hardware and software		2,575			2,586
	Construction-in-progress		502			1,763
	Accumulated depreciation		(10,485	)		(9,060	)
	Property and equipment, net		25,280			25,756
Other noncurrent assets			829			862
Total assets		$	44,533		$	44,106
Liabilities and shareholders' investment
Accounts payable		$	6,511		$	6,337
Accrued and other current liabilities			3,120			2,913
Unsecured debt and other borrowings			796			1,262
Nonrecourse debt collateralized by credit card receivables			900			—
	Total current liabilities		11,327			10,512
Unsecured debt and other borrowings			10,643			12,000
Nonrecourse debt collateralized by credit card receivables			4,475			5,490
Deferred income taxes			835			455
Other noncurrent liabilities			1,906			1,937
	Total noncurrent liabilities		17,859			19,882
Shareholders' investment
	Common stock		62			63
	Additional paid-in-capital		2,919			2,762
	Retained earnings		12,947			11,443
	Accumulated other comprehensive loss		(581	)		(556	)
	Total shareholders' investment		15,347			13,712
Total liabilities and shareholders' investment		$	44,533		$	44,106

Common Stock  Authorized 6,000,000,000 shares, $0.0833 par value; 744,644,454 shares issued and outstanding at January 30, 2010; 752,712,464 shares issued and outstanding at January 31, 2009.

Preferred Stock  Authorized 5,000,000 shares, $0.01 par value; no shares were issued or outstanding at January 30, 2010 or January 31, 2009.

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

(millions)			2009			2008			2007
Operating activities
Net earnings			$	2,488		$	2,214		$	2,849
Reconciliation to cash flow
	Depreciation and amortization			2,023			1,826			1,659
	Share-based compensation expense			103			72			73
	Deferred income taxes			364			91			(70	)
	Bad debt expense			1,185			1,251			481
	Loss / impairment of property and equipment, net			97			33			28
	Other non-cash items affecting earnings			103			222			52
	Changes in operating accounts providing / (requiring) cash:
		Accounts receivable originated at Target		(57	)		(458	)		(602	)
		Inventory		(474	)		77			(525	)
		Other current assets		(280	)		(224	)		(139	)
		Other noncurrent assets		(127	)		(76	)		101
		Accounts payable		174			(389	)		111
		Accrued and other current liabilities		257			(230	)		62
		Other noncurrent liabilities		25			(139	)		124
	Other			—			160			(79	)
Cash flow provided by operations				5,881			4,430			4,125
Investing activities
	Expenditures for property and equipment			(1,729	)		(3,547	)		(4,369	)
	Proceeds from disposal of property and equipment			33			39			95
	Change in accounts receivable originated at third parties			(10	)		(823	)		(1,739	)
	Other investments			3			(42	)		(182	)
Cash flow required for investing activities				(1,703	)		(4,373	)		(6,195	)
Financing activities
	Additions to short-term notes payable			—			—			1,000
	Reductions of short-term notes payable			—			(500	)		(500	)
	Additions to long-term debt			—			3,557			7,617
	Reductions of long-term debt			(1,970	)		(1,455	)		(1,326	)
	Dividends paid			(496	)		(465	)		(442	)
	Repurchase of stock			(423	)		(2,815	)		(2,477	)
	Premiums on call options			—			—			(331	)
	Stock option exercises and related tax benefit			47			43			210
	Other			—			(8	)		(44	)
Cash flow provided by / (required for) financing activities				(2,842	)		(1,643	)		3,707
Net increase / (decrease) in cash and cash equivalents				1,336			(1,586	)		1,637
Cash and cash equivalents at beginning of year				864			2,450			813
Cash and cash equivalents at end of year			$	2,200		$	864		$	2,450

Cash paid for income taxes was $1,040, $1,399, and $1,734 during 2009, 2008, and 2007, respectively. Cash paid for interest (net of interest capitalized) was $805, $873, and $633 during 2009, 2008, and 2007, respectively.

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Shareholders' Investment

												Accumulated Other Comprehensive Income/(Loss)
(millions, except footnotes)	Common Stock Shares			Stock Par Value			Additional Paid-in Capital		Retained Earnings			Pension and Other Benefit Liability Adjustments			Derivative Instruments, Foreign Currency and Other			Total
February 3, 2007		859.8		$	72		$	2,387	$	13,417		$	(247	)	$	4		$	15,633
Net earnings		—			—			—		2,849			—			—			2,849
Other comprehensive income
Pension and other benefit liability adjustments, net of taxes of $38		—			—			—		—			59			—			59
Unrealized losses on cash flow hedges, net of taxes of $31		—			—			—		—			—			(48	)		(48	)
Total comprehensive income																			2,860
Cumulative effect of adopting new accounting pronouncements		—			—			—		(31	)		54			—			23
Dividends declared		—			—			—		(454	)		—			—			(454	)
Repurchase of stock		(46.2	)		(4	)		—		(2,689	)		—			—			(2,693	)
Premiums on call options		—			—			—		(331	)		—			—			(331	)
Stock options and awards		5.1			—			269		—			—			—			269
February 2, 2008		818.7		$	68		$	2,656	$	12,761		$	(134	)	$	(44	)	$	15,307
Net earnings		—			—			—		2,214			—			—			2,214
Other comprehensive income
Pension and other benefit liability adjustments, net of taxes of $242		—			—			—		—			(376	)		—			(376	)
Unrealized losses on cash flow hedges, net of taxes of $2		—			—			—		—			—			(2	)		(2	)
Total comprehensive income																			1,836
Dividends declared		—			—			—		(471	)		—			—			(471	)
Repurchase of stock		(67.2	)		(5	)		—		(3,061	)		—			—			(3,066	)
Stock options and awards		1.2			—			106		—			—			—			106
January 31, 2009		752.7		$	63		$	2,762	$	11,443		$	(510	)	$	(46	)	$	13,712
Net earnings		—			—			—		2,488			—			—			2,488
Other comprehensive income
Pension and other benefit liability adjustments, net of taxes of $17		—			—			—		—			(27	)		—			(27	)
Unrealized gains on cash flow hedges, net of taxes of $2		—			—			—		—			—			4			4
Currency translation adjustment, net of taxes of $0		—			—			—		—			—			(2	)		(2	)
Total comprehensive income																			2,463
Dividends declared		—			—			—		(503	)		—			—			(503	)
Repurchase of stock		(9.9	)		(1	)		—		(481	)		—			—			(482	)
Stock options and awards		1.8			—			157		—			—			—			157
January 30, 2010		744.6		$	62		$	2,919	$	12,947		$	(537	)	$	(44	)	$	15,347

Dividends declared per share were $0.67, $0.62, and $0.54 in 2009, 2008, and 2007, respectively.

See accompanying Notes to Consolidated Financial Statements.

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Notes to Consolidated Financial Statements

1. Summary of Accounting Policies

Organization    Target Corporation (Target or the Corporation) operates two reportable segments: Retail and Credit Card. Our Retail Segment includes all of our merchandising operations, including our large-format general merchandise and food discount stores in the United States and our fully integrated online business. Our Credit Card Segment offers credit to qualified guests through our branded proprietary credit cards, the Target Visa and the Target Card (collectively, REDcards). Our Credit Card Segment strengthens the bond with our guests, drives incremental sales and contributes to our results of operations.

Consolidation    The consolidated financial statements include the balances of the Corporation and its subsidiaries after elimination of intercompany balances and transactions. All material subsidiaries are wholly owned. We consolidate variable interest entities where it has been determined that the Corporation is the primary beneficiary of those entities' operations. The variable interest entity consolidated is a bankruptcy-remote subsidiary through which we sell certain accounts receivable as a method of providing funding for our accounts receivable.

Use of estimates    The preparation of our consolidated financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions affecting reported amounts in the consolidated financial statements and accompanying notes. Actual results may differ significantly from those estimates.

Fiscal year    Our fiscal year ends on the Saturday nearest January 31. Unless otherwise stated, references to years in this report relate to fiscal years, rather than to calendar years. Fiscal year 2009 (2009) ended January 30, 2010 and consisted of 52 weeks. Fiscal year 2008 (2008) ended January 31, 2009 and consisted of 52 weeks. Fiscal year 2007 (2007) ended February 2, 2008 and consisted of 52 weeks.

Reclassifications    Certain prior year amounts have been reclassified to conform to the current year presentation.

        Accounting policies applicable to the items discussed in the Notes to the Consolidated Financial Statement are described in the respective notes.

2. Revenues

        Our retail stores generally record revenue at the point of sale. Sales from our online business include shipping revenue and are recorded upon delivery to the guest. Total revenues do not include sales tax as we consider ourselves a pass through conduit for collecting and remitting sales taxes. Generally, guests may return merchandise within 90 days of purchase. Revenues are recognized net of expected returns, which we estimate using historical return patterns as a percentage of sales. Commissions earned on sales generated by leased departments are included within sales and were $18 million in 2009, $19 million in 2008, and $17 million in 2007.

        Revenue from gift card sales is recognized upon gift card redemption. Our gift cards do not have expiration dates. Based on historical redemption rates, a small and relatively stable percentage of gift cards will never be redeemed, referred to as "breakage." Estimated breakage revenue is recognized over time in proportion to actual gift card redemptions and was immaterial in 2009, 2008, and 2007.

        Credit card revenues are recognized according to the contractual provisions of each credit card agreement. When accounts are written off, uncollected finance charges and late fees are recorded as a reduction of credit card revenues. Target retail sales charged to our credit cards totaled $3,277 million, $3,883 million, and $4,139 million in 2009, 2008, and 2007, respectively. We offer new account discounts and rewards programs on our REDcard products. These discounts are redeemable only on purchases made at Target. The discounts associated with our REDcard products are included as reductions in sales in our Consolidated Statements of Operations and were $94 million in 2009, $114 million in 2008, and $110 million in 2007.

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3. Cost of Sales and Selling, General and Administrative Expenses

        The following table illustrates the primary costs classified in each major expense category:

Cost of Sales		Selling, General and Administrative Expenses
Total cost of products sold including		Compensation and benefit costs including
•	Freight expenses associated with moving	•	Stores
	merchandise from our vendors to our	•	Headquarters
	distribution centers and our retail stores, and	Occupancy and operating costs of retail and
	among our distribution and retail facilities		headquarters facilities
•	Vendor income that is not reimbursement of	Advertising, offset by vendor income that is a
	specific, incremental and identifiable costs		reimbursement of specific, incremental and
Inventory shrink			identifiable costs
Markdowns		Preopening costs of stores and other facilities
Outbound shipping and handling expenses		Other administrative costs
	associated with sales to our guests
Terms cash discount
Distribution center costs, including compensation
	and benefits costs

The classification of these expenses varies across the retail industry.

4. Consideration Received from Vendors

        We receive consideration for a variety of vendor-sponsored programs, such as volume rebates, markdown allowances, promotions and advertising allowances and for our compliance programs, referred to as "vendor income." Vendor income reduces either our inventory costs or SG&A expenses based on the provisions of the arrangement. Promotional and advertising allowances are intended to offset our costs of promoting and selling merchandise in our stores. Under our compliance programs, vendors are charged for merchandise shipments that do not meet our requirements (violations), such as late or incomplete shipments. These allowances are recorded when violations occur. Substantially all consideration received is recorded as a reduction of cost of sales.

        We establish a receivable for vendor income that is earned but not yet received. Based on provisions of the agreements in place, this receivable is computed by estimating the amount earned when we have completed our performance. We perform detailed analyses to determine the appropriate level of the receivable in the aggregate. The majority of year-end receivables associated with these activities are collected within the following fiscal quarter.

5. Advertising Costs

        Advertising costs are expensed at first showing or distribution of the advertisement and were $1,167 million in 2009, $1,233 million in 2008, and $1,195 million in 2007. Advertising vendor income that offset advertising expenses was approximately $130 million, $143 million, and $123 million 2009, 2008, and 2007, respectively. Newspaper circulars and media broadcast made up the majority of our advertising costs in all three years.

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6. Earnings per Share

        Basic earnings per share (EPS) is net earnings divided by the weighted average number of common shares outstanding during the period. Diluted EPS includes the incremental shares assumed to be issued upon the exercise of stock options and the incremental shares assumed to be issued under performance share and restricted stock unit arrangements.

Earnings Per Share	Basic EPS						Diluted EPS
(millions, except per share data)	2009		2008		2007		2009		2008		2007
Net earnings	$	2,488	$	2,214	$	2,849	$	2,488	$	2,214	$	2,849
Adjustment for prepaid forward contracts		—		—		—		—		—		(11	)
Net earnings for EPS calculation	$	2,488	$	2,214	$	2,849	$	2,488	$	2,214	$	2,838
Basic weighted average common shares outstanding		752.0		770.4		845.4		752.0		770.4		845.4
Incremental stock options, performance share units and restricted stock units		—		—		—		2.8		3.2		6.0
Adjustment for prepaid forward contracts		—		—		—		—		—		(0.6	)
Weighted average common shares outstanding		752.0		770.4		845.4		754.8		773.6		850.8
Earnings per share	$	3.31	$	2.87	$	3.37	$	3.30	$	2.86	$	3.33

        For the 2009, 2008, and 2007 EPS computations, 16.8 million, 10.5 million, and 6.3 million stock options, respectively, were excluded from the calculation of weighted average shares for diluted EPS because their effects were antidilutive. Refer to Note 26 for a description of the prepaid forward contracts referred to in the table above.

7. Other Comprehensive Income/(Loss)

        Other comprehensive income/(loss) includes revenues, expenses, gains and losses that are excluded from net earnings under GAAP and are recorded directly to shareholders' investment. In 2009, 2008, and 2007, other comprehensive income/(loss) included gains and losses on certain hedge transactions, foreign currency translation adjustments and amortization of pension and postretirement plan amounts, net of related taxes. Significant items affecting other comprehensive income/(loss) are shown in the Consolidated Statements of Shareholders' Investment.

8. Fair Value Measurements

        Fair value is the price at which an asset could be exchanged in a current transaction between knowledgeable, willing parties. A liability's fair value is defined as the amount that would be paid to transfer the liability to a new obligor, not the amount that would be paid to settle the liability with the creditor. Fair value measurements are categorized into one of three levels based on the lowest level of significant input used: Level 1 (unadjusted quoted prices in active markets); Level 2 (observable market inputs available at the measurement date, other than quoted prices included in Level 1); and Level 3 (unobservable inputs that cannot be corroborated by observable market data).

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        The following table presents financial assets and liabilities measured at fair value on a recurring basis:

Fair Value Measurements – Recurring Basis		Fair Value at January 30, 2010						Fair Value at January 31, 2009
(millions)		Level 1		Level 2		Level 3		Level 1		Level 2		Level 3
Assets
Cash and cash equivalents
	Marketable securities	$	1,617	$	—	$	—	$	302	$	—	$	—
Other current assets
	Prepaid forward contracts		79		—		—		68		—		—
	Equity swaps		—		—		—		1		—		—
Other noncurrent assets
	Interest rate swaps (a)		—		131		—		—		163		—
	Company-owned life insurance investments (b)		—		305		—		—		296		—
	Total	$	1,696	$	436	$	—	$	371	$	459	$	—
Liabilities
Other noncurrent liabilities
	Interest rate swaps	$	—	$	23	$	—	$	—	$	30	$	—
	Total	$	—	$	23	$	—	$	—	$	30	$	—

(a)

There were no interest rate swaps designated as accounting hedges at January 30, 2010 or January 31, 2009.

(b)

Company-owned life insurance investments consist of equity index funds and fixed income assets. Amounts are presented net of loans that are secured by some of these policies of $244 million at January 30, 2010 and $197 million at January 31, 2009.

Position	Valuation Technique
Marketable securities	Initially valued at transaction price. Carrying value of cash equivalents (including money market funds) approximates fair value because maturities are less than three months.
Prepaid forward contracts	Initially valued at transaction price. Subsequently valued by reference to the market price of Target common stock.
Interest rate swaps/forward and equity swaps	Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model (e.g., interest rates and credit spreads). Model inputs are changed only when corroborated by market data. A credit risk adjustment is made on each swap using observable market credit spreads.
Company-owned life insurance investments	Includes investments in separate accounts that are valued based on market rates credited by the insurer.

        Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). The fair value measurements related to long-lived assets held for sale and held and used in the following table were determined using available market prices at the measurement date based on recent investments or pending transactions of similar assets, third-party independent appraisals, valuation multiples or public comparables. We classify these measurements as Level 2. The fair value measurement of an intangible asset was determined using unobservable inputs that reflect our own assumptions regarding how market participants price the intangible assets at the measurement date. We classify these measurements as Level 3.

		Other current assets			Property and equipment			Other noncurrent assets
Fair Value Measurements – Nonrecurring Basis (millions)		Long-lived assets held for sale (a)			Long-lived assets held and used (b)			Intangible asset
For the year ended January 30, 2010:
	Carrying amount		74			98			6
	Fair value measurement		57			66			—
	Gain/(loss)		(17	)		(32	)		(6	)

(a)

Reported measurement is fair value less cost to sell. Costs to sell were approximately $3 million at January 30, 2010.

(b)

Primarily relates to real estate and buildings intended for sale in the future but not currently meeting the held for sale criteria. Reported measurement is fair value less cost to sell. Costs to sell were approximately $3 million at January 30, 2010.

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        The following table presents the carrying amounts and estimated fair values of financial instruments not measured at fair value in the Consolidated Statements of Financial Position. The fair value of marketable securities is determined using available market prices at the reporting date. The fair value of debt is generally measured using a discounted cash flow analysis based on our current market interest rates for similar types of financial instruments.

Financial Instruments Not Measured at Fair Value		January 30, 2010
(millions)		Carrying Amount		Fair Value
Financial assets
Other current assets
	Marketable securities (a)	$	27	$	27
Other noncurrent assets
	Marketable securities (a)		5		5
	Total	$	32	$	32
Financial liabilities
Total debt (b)		$	16,447	$	17,487
	Total	$	16,447	$	17,487

(a)

Amounts include held-to-maturity government and money market investments that are held to satisfy the capital requirements of Target Bank and Target National Bank.

(b)

Represents the sum of nonrecourse debt collateralized by credit card receivables and unsecured debt and other borrowings excluding unamortized swap valuation adjustments and capital lease obligations.

        The carrying amounts of credit card receivables, net of allowance, accounts payable, and certain accrued and other current liabilities approximate fair value at January 30, 2010.

9. Cash Equivalents

        Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. Cash equivalents also include amounts due from credit card transactions with settlement terms of less than five days. Receivables resulting from third-party credit card sales within our Retail Segment are included within cash equivalents and were $313 million and $323 million at January 30, 2010 and January 31, 2009, respectively. Payables resulting from the use of the Target Visa at third-party merchants are included within cash equivalents and were $40 million and $53 million at January 30, 2010 and January 31, 2009, respectively.

10. Credit Card Receivables

        Credit card receivables are recorded net of an allowance for doubtful accounts. The allowance, recognized in an amount equal to the anticipated future write-offs of existing receivables, was $1,016 million at January 30, 2010 and $1,010 million at January 31, 2009. This allowance includes provisions for uncollectible finance charges and other credit-related fees. We estimate future write-offs based on historical experience of delinquencies, risk scores, aging trends, and industry risk trends. Substantially all accounts continue to accrue finance charges until they are written off. Total receivables past due ninety days or more and still accruing finance charges were $371 million at January 30, 2010 and $393 million at January 31, 2009. Accounts are written off when they become 180 days past due.

        Under certain circumstances, we offer cardholder payment plans that modify finance charges and minimum payments, which meet the accounting definition of a troubled debt restructuring (TDRs). These concessions are made on an individual cardholder basis for economic or legal reasons specific to each individual cardholder's circumstances. As a percentage of period-end gross receivables, receivables classified as TDRs were 6.7 percent at January 30, 2010 and 4.9 percent at January 31, 2009. Receivables classified as TDRs are treated consistently with other aged receivables in determining our allowance for doubtful accounts.

        As a method of providing funding for our credit card receivables, we sell on an ongoing basis all of our consumer credit card receivables to Target Receivables Corporation (TRC), a wholly owned, bankruptcy remote subsidiary. TRC then transfers the receivables to the Target Credit Card Master Trust (the Trust), which from time to time will sell debt securities to third parties either directly or through a related trust. These debt

35

securities represent undivided interests in the Trust assets. TRC uses the proceeds from the sale of debt securities and its share of collections on the receivables to pay the purchase price of the receivables to the Corporation.

        We consolidate the receivables within the Trust and any debt securities issued by the Trust, or a related trust, in our Consolidated Statements of Financial Position based upon the applicable accounting guidance. The receivables transferred to the Trust are not available to general creditors of the Corporation. The payments to the holders of the debt securities issued by the Trust or the related trust are made solely from the assets transferred to the Trust or the related trust and are nonrecourse to the general assets of the Corporation. Upon termination of the securitization program and repayment of all debt securities, any remaining assets could be distributed to the Corporation in a liquidation of TRC.

        In the second quarter of 2008, we sold an interest in our credit card receivables to JPMC. The interest sold represented 47 percent of the receivables portfolio at the time of the transaction. This transaction was accounted for as a secured borrowing, and accordingly, the credit card receivables within the Trust and the note payable issued are reflected in our Consolidated Statements of Financial Position. Notwithstanding this accounting treatment, the accounts receivable assets that collateralize the note payable supply the cash flow to pay principal and interest to the note holder; the receivables are not available to general creditors of the Corporation; and the payments to JPMC are made solely from the Trust and are nonrecourse to the general assets of the Corporation. Interest and principal payments due on the note are satisfied provided the cash flows from the Trust assets are sufficient. If the cash flows are less than the periodic interest, the available amount, if any, is paid with respect to interest. Interest shortfalls will be paid to the extent subsequent cash flows from the assets in the Trust are sufficient. Future principal payments will be made from JPMC's prorata share of cash flows from the Trust assets.

        In the event of a decrease in the receivables principal amount such that JPMC's interest in the entire portfolio would exceed 47 percent for three consecutive months, TRC (using the cash flows from the assets in the Trust) would be required to pay JPMC a prorata amount of principal collections such that the portion owned by JPMC would not exceed 47 percent, unless JPMC provides a waiver. Conversely, at the option of the Corporation, JPMC may be required to fund an increase in the portfolio to maintain their 47 percent interest up to a maximum JPMC principal balance of $4.2 billion. If a three-month average of monthly finance charge excess (JPMC's prorata share of finance charge collections less write-offs and specified expenses) is less than 2 percent of the outstanding principal balance of JPMC's interest, the Corporation must implement mutually agreed upon underwriting strategies. If the three-month average finance charge excess falls below 1 percent of the outstanding principal balance of JPMC's interest, JPMC may compel the Corporation to implement underwriting and collections activities, provided those activities are compatible with the Corporation's systems, as well as consistent with similar credit card receivable portfolios managed by JPMC. If the Corporation fails to implement the activities, JPMC would cause the accelerated repayment of the note payable issued in the transaction. As noted in the preceding paragraph, payments would be made solely from the Trust assets.

11. Inventory

        Substantially all of our inventory and the related cost of sales are accounted for under the retail inventory accounting method (RIM) using the last-in, first-out (LIFO) method. Inventory is stated at the lower of LIFO cost or market. Cost includes purchase price as reduced by vendor income. Inventory is also reduced for estimated losses related to shrink and markdowns. The LIFO provision is calculated based on inventory levels, markup rates and internally measured retail price indices.

        Under RIM, inventory cost and the resulting gross margins are calculated by applying a cost-to-retail ratio to the retail value inventory. RIM is an averaging method that has been widely used in the retail industry due to its practicality. The use of RIM will result in inventory being valued at the lower of cost or market because permanent markdowns are currently taken as a reduction of the retail value of inventory.

        We routinely enter into arrangements with vendors whereby we do not purchase or pay for merchandise until the merchandise is ultimately sold to a guest. Revenues under this program are included in sales in the Consolidated Statements of Operations, but the merchandise received under the program is not included in inventory in our Consolidated Statements of Financial Position because of the virtually simultaneous purchase and sale of this inventory. Sales made under these arrangements totaled $1,820 million in 2009, $1,524 million in 2008, and $1,643 million in 2007.

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12. Other Current Assets

Other Current Assets (millions)	January 30, 2010		January 31, 2009
Deferred taxes	$	724	$	693
Other receivables (a)		526		433
Vendor income receivable		390		236
Other		439		473
Total	$	2,079	$	1,835

(a)

Includes pharmacy receivables and income taxes receivable.

13. Property and Equipment

        Property and equipment are recorded at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over estimated useful lives or lease term if shorter. We amortize leasehold improvements purchased after the beginning of the initial lease term over the shorter of the assets' useful lives or a term that includes the original lease term, plus any renewals that are reasonably assured at the date the leasehold improvements are acquired. Depreciation expense for 2009, 2008, and 2007 was $1,999 million, $1,804 million, and $1,644 million, respectively. For income tax purposes, accelerated depreciation methods are generally used. Repair and maintenance costs are expensed as incurred and were $632 million in 2009, $609 million in 2008, and $592 million in 2007. Facility preopening costs, including supplies and payroll, are expensed as incurred.

Estimated Useful Lives	Life (in years)
Buildings and improvements		8-39
Fixtures and equipment		3-15
Computer hardware and software		4-7

        Long-lived assets are reviewed for impairment annually and also when events or changes in circumstances indicate that the asset's carrying value may not be recoverable. Impairments of $49 million in 2009, $2 million in 2008 and $7 million in 2007 were recorded as a result of the tests performed. Additionally, we wrote off $37 million in 2009, $26 million in 2008 and $4 million in 2007 of capitalized construction in progress costs due to project scope changes.

14. Other Noncurrent Assets

Other Noncurrent Assets (millions)	January 30, 2010		January 31, 2009
Cash surrender value of life insurance (a)	$	319	$	305
Goodwill and intangible assets		239		231
Interest rate swaps (b)		131		163
Other		140		163
Total	$	829	$	862

(a)

Company-owned life insurance policies on approximately 4,000 team members who are designated highly compensated under the Internal Revenue Code and have given their consent to be insured.

(b)

See Notes 8 and 20 for additional information relating to our interest rate swaps.

15. Goodwill and Intangible Assets

        Goodwill and intangible assets are recorded within other noncurrent assets at cost less accumulated amortization. Goodwill totaled $59 million at January 30, 2010 and $60 million at January 31, 2009. Goodwill is not amortized; instead, it is tested at least annually or whenever an event or change in circumstances indicates the carrying value of the asset may not be recoverable. Discounted cash flow models are used in determining fair value for the purposes of the required annual impairment analysis. An impairment loss on a long-lived and identifiable intangible asset would be recognized when estimated undiscounted future cash flows from the operation and disposition of the asset are less than the asset carrying amount.

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        No material impairments related to goodwill and intangible assets were recorded in 2009, 2008, or 2007 as a result of the tests performed. Intangible assets by major classes were as follows:

Intangible Assets	Leasehold
	Acquisition Costs						Other (a)						Total
(millions)	Jan. 30, 2010			Jan. 31, 2009			Jan. 30, 2010			Jan. 31, 2009			Jan. 30, 2010			Jan. 31, 2009
Gross asset	$	197		$	196		$	150		$	129		$	347		$	325
Accumulated amortization		(62	)		(54	)		(105	)		(100	)		(167	)		(154	)
Net intangible assets	$	135		$	142		$	45		$	29		$	180		$	171

(a)

Other intangible assets relate primarily to acquired trademarks and customer lists.

        Amortization is computed on intangible assets with definite useful lives using the straight-line method over estimated useful lives that typically range from 9 to 39 years for leasehold acquisition costs and from 3 to 15 years for other intangible assets. Amortization expense for 2009, 2008, and 2007 was $24 million, $21 million, and $15 million, respectively.

Estimated Amortization Expense (millions)	2010		2011		2012		2013		2014
Amortization expense		$23		$18		$13		$11		$10

16. Accounts Payable

        We reclassify book overdrafts to accounts payable at period end. Overdrafts reclassified to accounts payable were $539 million at January 30, 2010 and $606 million at January 31, 2009.

17. Accrued and Other Current Liabilities

Accrued and Other Current Liabilities (millions)	January 30, 2010		January 31, 2009
Wages and benefits	$	959	$	727
Taxes payable (a)		490		430
Gift card liability (b)		387		381
Straight-line rent accrual		185		167
Workers' compensation and general liability		163		176
Dividends payable		127		120
Interest payable		105		130
Construction in progress		72		182
Other		632		600
Total	$	3,120	$	2,913

(a)

Taxes payable consist of real estate, team member withholdings and sales tax liabilities.

(b)

Gift card liability represents the amount of gift cards that have been issued but have not been redeemed, net of estimated breakage.

18. Commitments and Contingencies

        Purchase obligations, which include all legally binding contracts, such as firm commitments for inventory purchases, merchandise royalties, equipment purchases, marketing-related contracts, software acquisition/license commitments and service contracts, were approximately $2,016 million and $570 million at January 30, 2010 and January 31, 2009, respectively. We issue inventory purchase orders, which represent authorizations to purchase that are cancelable by their terms. We do not consider purchase orders to be firm inventory commitments. We also issue trade letters of credit in the ordinary course of business, which are not firm commitments as they are conditional on the purchase order not being cancelled. If we choose to cancel a purchase order, we may be obligated to reimburse the vendor for unrecoverable outlays incurred prior to cancellation under certain circumstances.

        Trade letters of credit totaled $1,484 million and $1,359 million at January 30, 2010 and January 31, 2009, respectively, a portion of which are reflected in accounts payable. Standby letters of credit, relating primarily to

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retained risk on our insurance claims, totaled $72 million and $64 million at January 30, 2010 and January 31, 2009, respectively.

        We are exposed to claims and litigation arising in the ordinary course of business and use various methods to resolve these matters in a manner that we believe serves the best interest of our shareholders and other constituents. We believe the recorded reserves in our consolidated financial statements are adequate in light of the probable and estimable liabilities. We do not believe that any of the currently identified claims or litigation matters will have a material adverse impact on our results of operations, cash flows or financial condition.

19. Notes Payable and Long-Term Debt

        We obtain short-term financing throughout the year under our commercial paper program, a form of notes payable.

Commercial Paper (millions)	2009			2008
Maximum amount outstanding during the year	$	112		$	1,385
Average amount outstanding during the year		1			274
Amount outstanding at year-end		—			—
Weighted average interest rate		0.2	%		2.1	%

        An additional source of liquidity is available to us through a committed $2 billion unsecured revolving credit facility obtained through a group of banks in April 2007, which will expire in April 2012. No balances were outstanding at any time during 2009 or 2008 under this credit facility.

        As further explained in Note 10, we maintain an accounts receivable financing program through which we sell credit card receivables to a bankruptcy remote, wholly owned subsidiary, which in turn transfers the receivables to a Trust. The Trust, either directly or through related trusts, sells debt securities to third parties. The following summarizes this activity for fiscal 2008 and 2009.

Nonrecourse Debt Collateralized by Credit Card Receivables (millions)		Amount
At February 2, 2008		$	2,400
	Issued, net of $268 discount		3,557
	Accretion (a)		33
	Repaid		(500	)
At January 31, 2009			5,490
	Issued		—
	Accretion (a)		48
	Repaid		(163	)
At January 30, 2010		$	5,375

(a)

Represents the accretion of the 7 percent discount on the 47 percent interest in credit card receivables sold to JPMC.

        Other than debt backed by our credit card receivables and other immaterial borrowings, all of our outstanding borrowings are senior, unsecured obligations.

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        At January 30, 2010, the carrying value and maturities of our debt portfolio, including swap valuation adjustments for our fair value hedges, was as follows:

		January 30, 2010
Debt Maturities (millions)
		Rate (a)			Balance
	Due fiscal 2010-2014		3.2	%	$	8,271
	Due fiscal 2015-2019		5.7			3,232
	Due fiscal 2020-2024		9.2			213
	Due fiscal 2025-2029		6.7			326
	Due fiscal 2030-2034		6.6			905
	Due fiscal 2035-2037		6.8			3,500
Total notes and debentures			4.8			16,447
Unamortized swap valuation adjustments from terminated/de-designated swaps						197
Capital lease obligations						170
Less:
	Amounts due within one year					(1,696	)
Long-term debt					$	15,118

(a)

Reflects the weighted average stated interest rate as of year-end.

        Required principal payments on notes and debentures over the next five years, excluding capital lease obligations, are as follows:

Required Principal Payments (a) (millions)	2010		2011		2012		2013		2014
Unsecured	$	786	$	106	$	1,501	$	501	$	1
Nonrecourse		900		—		750		3,903		—
Total required principal payments	$	1,686	$	106	$	2,251	$	4,404	$	1

(a)

The required principal payments presented in this table do not consider the potential accelerated repayment requirements under our agreement with JPMC in the event of a decrease in credit card receivables.

        Most of our long-term debt obligations contain covenants related to secured debt levels. In addition to a secured debt level covenant, our credit facility also contains a debt leverage covenant. We are, and expect to remain, in compliance with these covenants.

20. Derivative Financial Instruments

        Derivative financial instruments are reported at fair value on the Consolidated Statements of Financial Position. Our derivative instruments have been primarily interest rate swaps. We use these derivatives to mitigate our interest rate risk. We have counterparty credit risk resulting from our derivate instruments. This risk lies primarily with two global financial institutions. We monitor this concentration of counterparty credit risk on an ongoing basis.

        Prior to 2009, the majority of our derivative instruments qualified for fair value hedge accounting treatment. The changes in market value of an interest rate swap, as well as the offsetting change in market value of the hedged debt, were recognized within earnings in the current period. We assessed at the inception of the hedge whether the hedging derivatives were highly effective in offsetting changes in fair value or cash flows of hedged items. Ineffectiveness resulted when changes in the market value of the hedged debt were not completely offset by changes in the market value of the interest rate swap. For those derivatives whose terms met the conditions of the "short-cut method", 100 percent hedge effectiveness was assumed. There was no ineffectiveness recognized in 2009, 2008, or 2007 related to our derivative instruments. As detailed below, at January 30, 2010, there were no derivative instruments designated as accounting hedges.

        During the first quarter of 2008, we terminated certain "pay floating" interest rate swaps with a combined notional amount of $3,125 million for cash proceeds of $160 million, which are classified within other operating cash flows in the Consolidated Statements of Cash Flows. These swaps were designated as hedges; therefore, concurrent with their terminations, we were required to stop making market value adjustments to the associated hedged debt. Gains realized upon termination will be amortized into earnings over the remaining life of the associated hedge debt.

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        Additionally, during 2008, we de-designated certain "pay floating" interest rate swaps, and upon de-designation, these swaps no longer qualified for hedge accounting treatment. As a result of the de-designation, the unrealized gains on these swaps determined at the date of de-designation will be amortized into earnings over the remaining lives of the previously hedged items.

        In 2009, 2008, and 2007, total net gains amortized into net interest expense for terminated and de-designated swaps were $60 million, $55 million, and $6 million, respectively. The amount remaining on unamortized hedged debt valuation gains from terminated and de-designated interest rate swaps that will be amortized into earnings over the remaining lives totaled $197 million, $263 million, and $14 million, at the end of 2009, 2008, and 2007, respectively.

        Simultaneous to the de-designations during 2008, we entered into "pay fixed" swaps to economically hedge the risks associated with the de-designated "pay floating" swaps. These swaps are not designated as hedging instruments and along with the de-designated "pay floating" swaps are measured at fair value on a quarterly basis. Changes in fair value measurements are a component of net interest expense on the Consolidated Statements of Operations.

        At January 30, 2010, a characteristic summary of interest rate swaps outstanding was:

Outstanding Interest Rate Swap Characteristic Summary		Pay Floating	Pay Fixed
Weighted average rate:
	Pay	one-month LIBOR	2.6% fixed
	Receive	5.0% fixed	one-month LIBOR
Weighted average maturity		4.4 years	4.4 years
Notional		$1,250	$1,250

Derivative Contracts – Types, Balance Sheet Classifications and Fair Values (millions)
		Asset					Liability
			Fair Value At					Fair Value At
Type		Classification	Jan. 30, 2010		Jan. 31, 2009		Classification	Jan. 30, 2010		Jan. 31, 2009
Not designated as hedging instruments:
	Interest rate swaps	Other noncurrent assets	$	131	$	163	Other noncurrent liabilities	$	23	$	30
	Total		$	131	$	163		$	23	$	30

        During 2007, we entered into a series of interest rate lock agreements that effectively fixed the interest payments on our anticipated issuance of debt that would be affected by interest-rate fluctuations on the U.S. Treasury benchmark between the beginning date of the interest rate locks and the date of the issuance of the debt. Upon our issuance of fixed-rate debt in fiscal 2007, we terminated these rate lock agreements with a combined notional amount of $2.5 billion for cash payment of $79 million, which is classified within other operating cash flows on the Consolidated Statements of Cash Flows. The loss of $48 million, net of taxes of $31 million, has been recorded in accumulated other comprehensive loss and is being recognized as an adjustment to net interest expense over the same period in which the related interest costs on the debt are recognized in earnings. During 2007, the amount reclassified into earnings was not material. During 2008 and 2009, the amount reclassified into earnings as an increase to interest expense from accumulated other comprehensive income was $3 million ($5 million pre tax) and $3 million ($5 million pre tax). The amount expected to be reclassified into earnings from accumulated other comprehensive income for 2010 is $3 million ($5 million pre tax).

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        Periodic payments, valuation adjustments and amortization of gains or losses from the termination or de-designation of derivative contracts are summarized below:

Derivative Contracts – Effect on Results of Operations (millions)
		Income/(Expense)
	Classification of Income/(Expense)
Type		2009		2008		2007
Interest rate swaps	Other interest expense	$	65	$	71	$	(15	)
Interest rate forward (a)	Selling, general and administrative		—		—		18
Total		$	65	$	71	$	3

(a)

These derivatives are used to mitigate interest rate exposure on our discounted workers' compensation and general liability obligations.

21. Leases

        We lease certain retail locations, warehouses, distribution centers, office space, equipment and land. Assets held under capital lease are included in property and equipment. Operating lease rentals are expensed on a straight-line basis over the life of the lease beginning on the date we take possession of the property. At lease inception, we determine the lease term by assuming the exercise of those renewal options that are reasonably assured because of the significant economic penalty that exists for not exercising those options. The exercise of lease renewal options is at our sole discretion. The expected lease term is used to determine whether a lease is capital or operating and is used to calculate straight-line rent expense. Additionally, the depreciable life of buildings and leasehold improvements is limited by the expected lease term.

        Rent expense on buildings is included in SG&A. Some of our lease agreements include rental payments based on a percentage of retail sales over contractual levels. Total rent expense was $174 million in 2009, $169 million in 2008, and $165 million in 2007, including immaterial amounts of percentage rent expense in 2009, 2008 and 2007. Certain leases require us to pay real estate taxes, insurance, maintenance and other operating expenses associated with the leased premises. These expenses are classified in SG&A consistent with similar costs for owned locations. Most long-term leases include one or more options to renew, with renewal terms that can extend the lease term from one to more than fifty years. Certain leases also include options to purchase the leased property.

Future Minimum Lease Payments (millions)	Operating Leases (a)		Capital Leases
2010	$	264	$	16
2011		181		17
2012		143		18
2013		138		18
2014		127		17
After 2014		3,147		190
Total future minimum lease payments	$	4,000		276
Less: Interest (b)				(106	)
Present value of future minimum capital lease payments (c)			$	170

(a)

Total contractual lease payments include $2,016 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $88 million of legally binding minimum lease payments for stores that will open in 2010 or later.

(b)

Calculated using the interest rate at inception for each lease.

(c)

Includes the current portion of $5 million.

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22. Income Taxes

        Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates in effect for the year the temporary differences are expected to be recovered or settled. Tax rate changes affecting deferred tax assets and liabilities are recognized in income at the enactment date. We have not recorded deferred taxes when earnings from foreign operations are considered to be indefinitely invested outside the U.S. Such amounts are not significant.

Tax Rate Reconciliation	2009			2008			2007
Federal statutory rate		35.0	%		35.0	%		35.0	%
State income taxes, net of federal tax benefit		3.8			4.0			4.0
Other		(3.1	)		(1.6	)		(0.6	)
Effective tax rate		35.7	%		37.4	%		38.4	%

        The decrease in the effective rates between 2009 and 2008 is primarily due to nontaxable capital market returns on investments used to economically hedge the market risk in deferred compensation obligations in 2009 compared with nondeductible losses in 2008. The 2009 effective income tax rate is also lower due to federal and state discrete items. The decrease in 2008 was primarily due to tax reserve reductions resulting from audit settlements and the effective resolution of other issues. The 2008 effective income tax rate was also lower due to a comparatively greater proportion of earnings subject to rate differences between taxing jurisdictions. These rate declines were partially offset by lower capital market returns on investments used to economically hedge the market risk in deferred compensation plans. Gains and losses from these investments are not taxable.

Provision for Income Taxes: Expense/(Benefit) (millions)		2009		2008		2007
Current:
	Federal	$	877	$	1,034	$	1,568
	State/other		143		197		278
Total current			1,020		1,231		1,846
Deferred:
	Federal		339		88		(67	)
	State/other		25		3		(3	)
Total deferred			364		91		(70	)
Total provision		$	1,384	$	1,322	$	1,776

Net Deferred Tax Asset/(Liability) (millions)		January 30, 2010			January 31, 2009
Gross deferred tax assets:
	Accrued and deferred compensation	$	538		$	420
	Allowance for doubtful accounts		393			390
	Accruals and reserves not currently deductible		380			349
	Self-insured benefits		260			289
	Other		92			223
Total gross deferred tax assets			1,663			1,671
Gross deferred tax liabilities:
	Property and equipment		(1,543	)		(1,234	)
	Deferred credit card income		(166	)		(144	)
	Other		(64	)		(55	)
Total gross deferred tax liabilities			(1,773	)		(1,433	)
Total net deferred tax asset/(liability)		$	(110	)	$	238

        We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. We are no longer subject to U.S. federal income tax examinations for years before 2006 and, with few

43

exceptions, are no longer subject to state and local or non-U.S. income tax examinations by tax authorities for years before 2003.

Reconciliation of Unrecognized Tax Benefit Liabilities (millions)	2009			2008
Balance at beginning of period	$	434		$	442
Additions based on tax positions related to the current year		119			27
Additions for tax positions of prior years		47			100
Reductions for tax positions of prior years		(61	)		(101	)
Settlements		(87	)		(34	)
Balance at end of period	$	452		$	434

        If the Corporation were to prevail on all unrecognized tax benefit liabilities recorded, approximately $210 million of the $452 million reserve would benefit the effective tax rate. In addition, the reversal of accrued penalties and interest would also benefit the effective tax rate. Interest and penalties associated with unrecognized tax benefit liabilities are recorded within income tax expense. During the year ended January 30, 2010, we reversed accrued penalties and interest of approximately $10 million. During the years ended January 31, 2009 and February 2, 2008, we recognized approximately $33 million, and $37 million, respectively, in interest and penalties. We had accrued for the payment of interest and penalties of approximately $127 million at January 30, 2010 and $153 million at January 31, 2009.

        Included in the balance at January 30, 2010 and January 31, 2009 are $133 million and $116 million, respectively, of liabilities for tax positions for which the ultimate deductibility is highly certain, but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred tax accounting, other than interest and penalties, the disallowance of the shorter deductibility period would not affect the annual effective tax rate, but would accelerate the cash payment to the taxing authority to an earlier period. During 2010, we will file a tax accounting method change allowed under applicable tax regulations that will determine the timing of deductions for one of our tax positions. Accordingly, this change will result in a decrease in the unrecognized tax benefit liability of approximately $130 million in the next twelve months. Additionally, it is reasonably possible that the amount of the unrecognized tax benefit liabilities with respect to other of our unrecognized tax positions will increase or decrease during the next twelve months; however, we do not currently expect any change to have a significant effect on our results of operations or our financial position.

        During 2009, we filed income tax returns that included tax accounting method changes allowed under applicable tax regulations. These changes resulted in a substantial increase in tax deductions related to property and equipment, resulting in an increase in noncurrent deferred income tax liabilities of approximately $300 million and a corresponding increase in current income taxes receivable, which is classified as other current assets in the Consolidated Statements of Financial Position. These changes did not affect income tax expense for 2009.

23. Other Noncurrent Liabilities

Other Noncurrent Liabilities (millions)	January 30, 2010		January 31, 2009
Income tax liability	$	579	$	506
Workers' compensation and general liability		490		506
Deferred compensation		369		309
Pension and postretirement health care benefits		178		318
Other		290		298
Total	$	1,906	$	1,937

        We retain a substantial portion of the risk related to certain general liability and workers' compensation claims. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We estimate our ultimate cost based on analysis of historical data and actuarial estimates. General liability and workers' compensation liabilities are recorded at our estimate of their net present value.

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24. Share Repurchase

        In November 2007, our Board of Directors approved a share repurchase program totaling $10 billion that replaced a prior program. In November 2008, we announced that, in light of our business outlook, we were temporarily suspending our open-market share repurchase program. In January 2010, we resumed open-market purchases of shares under this program.

        Share repurchases for the last three years, repurchased primarily through open market transactions, were as follows:

Share Repurchases (millions, except per share data)	Total Number of Shares Purchased		Average Price Paid per Share		Total Investment
2007 – Under a prior program		19.7	$	60.72	$	1,197
2007 – Under the 2007 program		26.5		54.64		1,445
2008		67.2		50.49		3,395
2009		9.9		48.54		479
Total		123.3	$	52.85	$	6,516

        Of the shares reacquired and included above, a portion was delivered upon settlement of prepaid forward contracts. The prepaid forward contracts settled in 2009 had a total cash investment of $56 million and an aggregate market value of $60 million at their respective settlement dates. The prepaid forward contracts settled in 2008 had a total cash investment of $249 million and an aggregate market value of $251 million at their respective settlement dates. The prepaid forward contracts settled in 2007 had a total cash investment of $165 million and an aggregate market value of $215 million at their respective settlement dates. These contracts are among the investment vehicles used to reduce our economic exposure related to our nonqualified deferred compensation plans. The details of our positions in prepaid forward contracts have been provided in Note 26.

        Our share repurchases during 2008 included 30 million shares that were acquired through the exercise of call options.

Call Option Repurchase Details
					(amounts per share)
	Number of Options Exercised										Total Cost (millions)
Series			Exercise Date		Premium (a)		Strike Price		Total
Series I		10,000,000		April 2008	$	11.04	$	40.32	$	51.36	$	514
Series II		10,000,000		May 2008		10.87		39.31		50.18		502
Series III		10,000,000		June 2008		11.20		39.40		50.60		506
Total		30,000,000			$	11.04	$	39.68	$	50.71	$	1,522

(a)

Paid in January 2008.

25. Share-Based Compensation

        We maintain a long-term incentive plan for key team members and nonemployee members of our Board of Directors. Our long-term incentive plan allows us to grant equity-based compensation awards, including stock options, stock appreciation rights, performance share unit awards, restricted stock unit awards, restricted stock awards or a combination of awards.

        A majority of granted awards are nonqualified stock options that vest annually in equal amounts over a four-year period and expire no later than 10 years after the grant date. Options granted to the nonemployee members of our Board of Directors become exercisable after one year and have a 10-year term.

        We have issued performance share unit awards annually since January 2003. These awards represent shares potentially issuable in the future; historically, awards have been issued based upon the attainment of compound annual growth rates in revenue and EPS over a three year performance period. Beginning with the March 2009 grant, issuance is based upon the attainment of compound annual EPS growth rate and domestic market share change relative to a retail peer group over a three-year performance period.

        We regularly issue restricted stock units with three-year cliff vesting to select team members. We also regularly issue restricted stock units to our Board of Directors. The number of unissued common shares

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reserved for future grants under the share-based compensation plans was 21,450,009 at January 30, 2010 and 25,755,800 at January 31, 2009.

Share-Based Compensation Award Activity
	Stock Options (a)
	Total Outstanding							Exercisable
(number of options and units in thousands)	No. of Options			Exercise Price (b)		Intrinsic Value (c)		No. of Options		Exercise Price (b)		Intrinsic Value (c)		Performance Share Units (d)			Restricted Stock Units
February 3, 2007		27,910		$	41.95	$	558		17,659	$	35.32	$	470		1,895			221
Granted		5,725			49.54										650			21
Expired/forfeited		(434	)		52.67										—			—
Exercised/issued		(5,061	)		28.00										(370	)		(4	)
February 2, 2008		28,140		$	45.84	$	298		16,226	$	41.07	$	245		2,175			238
Granted		9,914			34.64										764			315
Expired/forfeited		(756	)		51.28										(176	)		(2	)
Exercised/issued		(937	)		33.36										(740	)		(2	)
January 31, 2009		36,361		$	43.00	$	4		19,292	$	43.80	$	4		2,023			549
Granted		5,127			49.08										826			224
Expired/forfeited		(1,507	)		46.14										(662	)		—
Exercised/issued		(1,767	)		35.34										(14	)		(203	)
January 30, 2010		38,214		$	44.05	$	331		22,446	$	44.59	$	189		2,173	(e)		570

(a)

Includes Stock Appreciation Rights granted to certain non-U.S. team members.

(b)

Weighted average per share.

(c)

Represents stock price appreciation subsequent to the grant date, in millions.

(d)

Assumes attainment of maximum payout rates as set forth in the performance criteria.

(e)

Because the performance criteria were not met, approximately 644 thousand of these performance share units outstanding at January 30, 2010 were not earned and will be forfeited in the first quarter of 2010.

        We used a Black-Scholes valuation model to estimate the fair value of the options at grant date based on the assumptions noted in the following table. Volatility represents an average of market estimates for implied volatility of 5.5-year options on Target common stock. The expected life is estimated based on an analysis of options already exercised and any foreseeable trends or changes in recipients' behavior. The risk-free interest rate is an interpolation of the relevant U.S. Treasury security maturities as of each applicable grant date. The assumptions disclosed below represent a weighted average of the assumptions used for all of our stock option grants throughout the years.

Valuation of Share-Based Compensation		2009			2008			2007
Stock options weighted average valuation assumptions:
	Dividend yield		1.4	%		1.9	%		1.1	%
	Volatility		31	%		47	%		39	%
	Risk-free interest rate		2.7	%		1.5	%		3.2	%
	Expected life in years		5.5			5.5			5.5
Stock options grant date weighted average fair value		$	14.18		$	12.87		$	18.08
Performance share units grant date weighted average fair value		$	27.18		$	51.68		$	59.45
Restricted stock units grant date weighted average fair value		$	48.94		$	34.78		$	57.70

        Total share-based compensation expense recognized in the Consolidated Statements of Operations was $103 million, $72 million, and $73 million in 2009, 2008, and 2007, respectively. The related income tax benefit was $40 million, $28 million, and $28 million in 2009, 2008, and 2007, respectively.

Stock Options Exercises (millions)	2009		2008		2007
Compensation expense realized	$	21	$	14	$	187
Related income tax benefit		8		5		73
Net cash proceeds		62		31		142

        At January 30, 2010, there was $147 million of total unrecognized compensation expense related to nonvested stock options, which is expected to be recognized over a weighted average period of 1.4 years.

46

The weighted average remaining life of currently exercisable options is 4.9 years, and the weighted average remaining life of all outstanding options is 8.8 years. The total fair value of options vested was $85 million, $69 million, and $55 million, in 2009, 2008, and 2007, respectively.

        Compensation expense associated with outstanding performance share units is recorded over the life of the awards. The expense recorded each period is dependent upon our estimate of the number of shares that will ultimately be issued. Future compensation expense for currently outstanding awards could reach a maximum of $51 million assuming payout of all outstanding awards. There were no share based liabilities paid during 2009. The total share based liabilities paid were $15 million in 2008 and $18 million in 2007.

        Total unrecognized compensation expense related to restricted stock unit awards was $16 million as of January 30, 2010.

26. Defined Contribution Plans

        Team members who meet certain eligibility requirements can participate in a defined contribution 401(k) plan by investing up to 80 percent of their compensation, as limited by statute or regulation. Generally, we match 100 percent of each team member's contribution up to 5 percent of total compensation. Company match contributions are made to the fund designated by the participant.

        In addition, we maintain nonqualified, unfunded deferred compensation plans for approximately 3,500 current and retired team members. These team members choose from a menu of crediting rate alternatives that are the same as the investment choices in our 401(k) plan, including Target common stock. We credit an additional 2 percent per year to the accounts of all active participants, excluding executive officer participants, in part to recognize the risks inherent to their participation in a plan of this nature. We also maintain a nonqualified, unfunded deferred compensation plan that was frozen during 1996, covering 11 active and 50 retired participants. In this plan deferred compensation earns returns tied to market levels of interest rates, plus an additional 6 percent return, with a minimum of 12 percent and a maximum of 20 percent, as determined by the plan's terms.

        The American Jobs Creation Act of 2004 added Section 409A to the Internal Revenue Code, changing the federal income tax treatment of nonqualified deferred compensation arrangements. Failure to comply with the new requirements would result in early taxation of nonqualified deferred compensation arrangements, as well as a 20 percent penalty tax and additional interest payable to the IRS. In response to these new requirements, we allowed participants to elect to accelerate the distribution dates for their account balances. Participant elections resulted in payments of $29 million in 2009 and $86 million in 2008.

        We control some of our risk of offering the nonqualified plans through investing in vehicles, including company-owned life insurance and prepaid forward contracts in our own common stock that offset a substantial portion of our economic exposure to the returns of these plans. These investment vehicles are general corporate assets and are marked to market with the related gains and losses recognized in the Consolidated Statements of Operations in the period they occur. The total change in fair value for contracts indexed to our own common stock recorded in earnings was pretax income/(loss) of $36 million in 2009, $(19) million in 2008, and $6 million in 2007. During 2009 and 2008, we invested approximately $34 million and $215 million, respectively, in such investment instruments, and these investments are included in the Consolidated Statements of Cash Flows within other investing activities. Adjusting our position in these investment vehicles may involve repurchasing shares of Target common stock when settling the forward contracts. In 2009, 2008, and 2007, these repurchases totaled 1.5 million, 4.7 million, and 3.4 million shares, respectively, and are included in the total share repurchases described in Note 24.

Prepaid Forward Contracts on Target Common Stock			Contractual Price Paid per Share
(millions, except per share data)	Number of Shares				Fair Value		Total Cash Investment
January 31, 2009		2.2	$	39.98	$	68	$	88
January 30, 2010		1.5	$	42.77	$	79	$	66

47

        The settlement dates of these instruments are regularly renegotiated with the counterparty.

Defined Contribution Plan Expenses (millions)	2009			2008			2007
401(k) Defined Contribution Plan
Matching contributions expense	$	178		$	178		$	172
Nonqualified Deferred Compensation Plans
Benefits expense/(income)	$	83		$	(80	)	$	46
Related investment loss/(income) (a)		(77	)		83			(26	)
Nonqualified plan net expense	$	6		$	3		$	20

(a)

Investment loss/(income) includes changes in unrealized gains and losses on prepaid forward contracts and unrealized and realized gains and losses on company-owned life insurance policies.

27. Pension and Postretirement Health Care Plans

        We have qualified defined benefit pension plans covering all U.S. team members who meet age and service requirements, including in certain circumstances, date of hire. We also have unfunded nonqualified pension plans for team members with qualified plan compensation restrictions. Eligibility for, and the level of, these benefits varies depending on team members' date of hire, length of service and/or team member compensation. Upon retirement, team members also become eligible for certain health care benefits if they meet minimum age and service requirements and agree to contribute a portion of the cost. Effective January 1, 2009, our qualified defined benefit pension plan was closed to new participants, with limited exceptions.

        We recognize that our obligations to plan participants can only be met over time through a combination of company contributions to these plans and earnings on plan assets. In light of this concept and as a result of declines in the market value of plan assets in 2008 (which were only partially offset by increases in 2009), we elected to contribute $252 million to our qualified plans during 2009. This restored the qualified plans to a fully-funded status at year-end on an ABO (Accumulated Benefit Obligation) basis.

        During 2009 we amended our postretirement health care plan, resulting in a $46 million reduction to our recorded liability, with a corresponding increase to shareholders' equity of $28 million, net of taxes of $18 million. The financial benefits of this amendment will be recognized though a reduction of benefit plan expense over the next 6 years.

        The following tables provide a summary of the changes in the benefit obligations, fair value of plan assets, and funded status and amounts recognized in our Consolidated Statement of Financial Position for our postretirement benefit plans:

	Pension Benefits
													Postretirement Health Care Benefits
Change in Projected Benefit Obligation (millions)	Qualified Plans						Nonqualified Plans
	2009			2008			2009			2008			2009			2008
Benefit obligation at beginning of measurement period		$1,948			$1,811			$36			$33			$117			$108
Service cost		99			93			1			1			7			5
Interest cost		123			114			2			2			6			7
Actuarial (gain)/loss		155			21			(3	)		4			33			10
Participant contributions		1			—			—			—			6			6
Benefits paid		(99	)		(94	)		(3	)		(4	)		(18	)		(19	)
Plan amendments		—			3			—			—			(64	)		—
Benefit obligation at end of measurement period		$2,227			$1,948			$33			$36			$87			$117

48

	Pension Benefits
													Postretirement Health Care Benefits
Change in Plan Assets (millions)	Qualified Plans						Nonqualified Plans
	2009			2008			2009			2008			2008			2008
Fair value of plan assets at beginning of measurement period	$	1,771		$	2,192		$	—		$	—		$	—		$	—
Actual return on plan assets		232			(430	)		—			—			—			—
Employer contributions		252			103			3			4			12			13
Participant contributions		1			—			—			—			6			6
Benefits paid		(99	)		(94	)		(3	)		(4	)		(18	)		(19	)
Fair value of plan assets at end of measurement period		2,157			1,771			—			—			—			—
Benefit obligation at end of measurement period		2,227			1,948			33			36			87			117
Funded status	$	(70	)	$	(177	)	$	(33	)	$	(36	)	$	(87	)	$	(117	)

        Amounts recognized in the Consolidated Statements of Financial Position consist of the following:

							Nonqualified Plans (a)
	Qualified Plans
Recognition of Funded/(Underfunded) Status (millions)
	2009			2008			2009			2008
Other noncurrent assets	$	2		$	1		$	—		$	—
Accrued and other current liabilities		(1	)		(1	)		(13	)		(13	)
Other noncurrent liabilities		(71	)		(177	)		(107	)		(140	)
Net amounts recognized	$	(70	)	$	(177	)	$	(120	)	$	(153	)

(a)

Includes postretirement health care benefits.

        The following table summarizes the amounts recorded in accumulated other comprehensive income, which have not yet been recognized as a component of net periodic benefit expense:

							Postretirement Health Care Plans
Amounts in Accumulated Other Comprehensive Income (millions)	Pension Plans
	2009			2008			2009			2008
Net actuarial loss	$	900		$	828		$	50		$	19
Prior service credits		(5	)		(7	)		(62	)		—
Amounts in accumulated other comprehensive income	$	895		$	821		$	(12	)	$	19

        The following table summarizes the changes in accumulated other comprehensive income for the years ended January 30, 2010 and January 31, 2009, related to our pension and postretirement health care plans:

							Postretirement Health Care Benefits
	Pension Benefits
Change in Accumulated Other Comprehensive Income (millions)
	Pretax			Net of tax			Pretax			Net of tax
February 2, 2008	$	212		$	129		$	9		$	5
Net actuarial loss		618			376			10			6
Amortization of net actuarial losses		(16	)		(10	)		—			—
Amortization of prior service costs and transition		7			4			—			—
January 31, 2009	$	821		$	499		$	19		$	11
Net actuarial loss		96			58			33			20
Amortization of net actuarial losses		(24	)		(14	)		(2	)		(1	)
Amortization of prior service costs and transition		2			1			2			1
Plan amendments		—			—			(64	)		(38	)
January 30, 2010	$	895		$	544		$	(12	)	$	(7	)

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        The following table summarizes the amounts in accumulated other comprehensive income expected to be amortized and recognized as a component of net periodic benefit expense in 2010:

Expected Amortization of Amounts in Accumulated Other Comprehensive Income (millions)	Pretax			Net of tax
Net actuarial loss	$	49		$	30
Prior service credits		(13	)		(8	)
Total amortization expense	$	36		$	22

        The following table summarizes our net pension and postretirement health care benefits expense for the years 2009, 2008, and 2007:

										Postretirement Health Care Benefits
Net Pension and Postretirement Health Care Benefits Expense (millions)	Pension Benefits
	2009			2008			2007			2009			2008		2007
Service cost benefits earned during the period	$	100		$	94		$	97		$	7		$	5	$	4
Interest cost on projected benefit obligation		125			116			105			6			7		7
Expected return on assets		(177	)		(162	)		(152	)		—			—		—
Amortization of losses		24			16			38			2			—		1
Amortization of prior service cost		(2	)		(4	)		(4	)		(2	)		—		—
Total	$	70		$	60		$	84		$	13		$	12	$	12

        Prior service cost amortization is determined using the straight-line method over the average remaining service period of team members expected to receive benefits under the plan.

Defined Benefit Pension Plan Information (millions)	2009		2008
Accumulated benefit obligation (ABO) for all plans (a)	$	2,118	$	1,812
Projected benefit obligation for pension plans with an ABO in excess of plan assets (b)		48		1,979
Total ABO for pension plans with an ABO in excess of plan assets		42		1,808
Fair value of plan assets for pension plans with an ABO in excess of plan assets		—		1,765

(a)

The present value of benefits earned to date assuming no future salary growth.

(b)

The present value of benefits earned to date by plan participants, including the effect of assumed future salary increases.

Assumptions

        Weighted average assumptions used to determine benefit obligations as of the measurement date were as follows:

Weighted Average Assumptions	Pension Benefits				Postretirement Health Care Benefits
	2009		2008		2009		2008
Discount rate		5.85%		6.50%		4.85%		6.50%
Average assumed rate of compensation increase		4.00%		4.25%		n/a		n/a

50

        Weighted average assumptions used to determine net periodic benefit expense for each fiscal year were as follows:

Weighted Average Assumptions	Pension Benefits						Postretirement Health Care Benefits
	2009		2008		2007		2009			2008		2007
Discount rate		6.50%		6.45%		5.95%		6.50%	(a)		6.45%		5.95%
Expected long-term rate of return on plan assets		8.00%		8.00%		8.00%		n/a			n/a		n/a
Average assumed rate of compensation increase		4.25%		4.25%		4.25%		n/a			n/a		n/a

(a)

Due to the remeasurement from the plan amendment in the third quarter of 2009, the discount rate was decreased from 6.50 percent to 4.85 percent.

        The discount rate used to measure net periodic benefit expense each year is the rate as of the beginning of the year (i.e., the prior measurement date). With an essentially stable asset allocation over the following time periods, our annualized rate of return on qualified plans' assets has averaged 4.6 percent, 4.5 percent and 8.9 percent for the 5-year, 10-year and 15-year periods, respectively, ended January 30, 2010.

        The expected Market-Related Value of Assets ("MRV") is determined each year by adjusting the previous year's value by expected return, benefit payments, and cash contributions. The expected MRV is adjusted for asset gains and losses in equal 20 percent adjustments over a 5-year period.

        Our expected annualized long-term rate of return assumptions as of January 30, 2010 were 8.5 percent for domestic and international equity securities, 5.5 percent for long-duration debt securities, 8.5 percent for balanced funds, and 10.0 percent for other investments. Balanced funds primarily invest in equities, nominal and inflation-linked fixed income securities, commodities, and public real estate. They seek to generate capital market returns while reducing market risk by investing globally in highly diversified portfolios of public securities. These estimates are a judgmental matter in which we consider the composition of our asset portfolio, our historical long-term investment performance and current market conditions. We review the expected long-term rate of return on an annual basis, and revise it accordingly. Additionally, we monitor the mix of investments in our portfolio to ensure alignment with our long-term strategy to manage pension cost and reduce volatility in our assets.

        An increase in the cost of covered health care benefits of 7.5 percent for non-Medicare eligible individuals and 8.5 percent for Medicare eligible individuals was assumed for 2009. In 2010, the rate is assumed to be 7.5 percent for non-Medicare eligible individuals and 7.5 percent for Medicare eligible individuals. Both rates will be reduced to 5.0 percent in 2019 and thereafter.

        A one percent change in assumed health care cost trend rates would have the following effects at January 30, 2010:

Health Care Cost Trend Rates – 1% Change (millions)	1% Increase		1% Decrease
Effect on total of service and interest cost components of net periodic postretirement health care benefit expense	$	1	$	(1	)
Effect on the health care component of the accumulated postretirement benefit obligation	$	5	$	(5	)

Plan Assets

        The plan's asset allocation policy is designed to reduce the long-term cost of funding our pension obligations. The plan invests with both passive and active investment managers depending on the investment's asset class. The plan also seeks to reduce the risk associated with adverse movements in interest rates by employing an interest rate hedging program, which may include the use of interest rate swaps, total return swaps, and other instruments.

51

        Our pension plan weighted average asset allocations at the measurement date by asset category were as follows:

	Current targeted allocation			Actual allocation
Asset Category				2009			2008
Domestic equity securities (a)		20	%		19	%		25	%
International equity securities		11			10			13
Debt securities		25			28			27
Balanced funds		30			19			5
Other (b)		14			24			30
Total		100	%		100	%		100	%

(a)

Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets as of January 30, 2010 and January 31, 2009.

(b)

Other assets include private equity, mezzanine and distressed debt, timber-related assets, and a 4 percent allocation to real estate.

        The fair values of our pension plan assets as of the measurement date, by asset category are as follows:

Fair Value at January 30, 2010 (millions)	Total		Level 1		Level 2		Level 3
Cash and cash equivalents	$	206	$	206	$	—	$	—
Equity securities (a)		490		26		464		—
Fixed income (b)		588		—		588		—
Balanced funds		404		—		404		—
Other (c)		469		—		14		455
Total	$	2,157	$	232	$	1,470	$	455

(a)

This category includes investments in US small, mid, and large cap companies as well as common collective funds that represent passively managed index funds with holdings in domestic and international equities.

(b)

This category primarily consists of investments in government securities, corporate bonds, mortgage-backed securities and passively managed index funds with holdings in long-term government and corporate bonds.

(c)

This category invests primarily in private equity funds (including venture capital, mezzanine and high yield debt, natural resources, and timberland), multi-strategy hedge funds (including domestic and international equity securities, convertible bonds and other alternative investments), and real estate.

Level 3 Reconciliation			Actual return on plan assets (a)
(millions)	Balance at February 1, 2009		Relating to assets still held at the reporting date			Relating to assets sold during the period		Purchases, sales and settlements		Transfers in and/or out of Level 3		Balance at January 30, 2010
Other	$	448	$	(1	)	$	1	$	7	$	—	$	455

(a)

Represents realized and unrealized gains (losses) from changes in values of those financial instruments only for the period in which the instruments were classified as Level 3.

52

Position	Valuation Technique
Cash and cash equivalents	Initially valued at transaction price. Carrying value of cash equivalents (including money market funds) approximates fair value because maturities are generally less than three months.
Equity securities	Valued at the closing price reported on the major market on which the individual securities are traded.
Common collective funds/balanced funds/certain multi-strategy hedge funds	Valued using the net asset value ("NAV") provided by the administrator of the fund. The NAV is a quoted transactional price for participants in the fund, which do not represent an active market.
Fixed income securities	Valued using matrix pricing models and quoted prices of securities with similar characteristics.
Private equity/real estate/certain multi-strategy hedge funds	Valued by deriving Target's proportionate share of equity investment from audited financial statements. Private equity and real estate investments require significant judgment on the part of the fund manager due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such investments. Certain multi-strategy hedge funds represent funds of funds that include liquidity restrictions and for which timely valuation information is not available.

Contributions

        In 2009, we made discretionary contributions of $252 million to our qualified defined benefit pension plans. We are not required to make any contributions in 2010, although we may choose to make discretionary contributions of up to $100 million. We expect to make contributions in the range of $10 million to $15 million to our postretirement health care benefit plan in 2010.

Estimated Future Benefit Payments

        Benefit payments by the plans, which reflect expected future service as appropriate, are expected to be paid as follows:

Estimated Future Benefit Payments (millions)	Pension Benefits		Postretirement Health Care Benefits
2010	$	122	$	10
2011		131		9
2012		138		7
2013		145		8
2014		155		8
2015-2019		895		60

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28. Segment Reporting

        Our measure of profit for each segment is a measure that management considers analytically useful in measuring the return we are achieving on our investment.

		2009							2008							2007
Business Segment Results				Credit Card							Credit Card							Credit Card
(millions)		Retail				Total			Retail				Total			Retail				Total
Sales/Credit card revenues		$	63,435	$	1,922	$	65,357		$	62,884	$	2,064	$	64,948		$	61,471	$	1,896	$	63,367
Cost of sales			44,062		—		44,062			44,157		—		44,157			42,929		—		42,929
Bad debt expense (a)			—		1,185		1,185			—		1,251		1,251			—		481		481
Selling, general and administrative/ Operations and marketing expenses (a) (b)			12,989		425		13,414			12,838		474		13,312			12,557		469		13,026
Depreciation and amortization			2,008		14		2,023			1,808		17		1,826			1,643		16		1,659
Earnings before interest expense and income taxes			4,376		298		4,673			4,081		322		4,402			4,342		930		5,272
Interest expense on nonrecourse debt collateralized by credit card receivables			—		97		97			—		167		167			—		133		133
Segment profit		$	4,376	$	201	$	4,576		$	4,081	$	155	$	4,236		$	4,342	$	797	$	5,139
Unallocated (income)/expense:
	Other interest expense						707							727							535
	Interest income						(3	)						(28	)						(21	)
Earnings before income taxes						$	3,872						$	3,536						$	4,625

(a)

The combination of bad debt expense and operations and marketing expenses within the Credit Card Segment represent credit card expenses on the Consolidated Statements of Operations.

(b)

New account and loyalty rewards redeemed by our guests reduce reported sales. Our Retail Segment charges the cost of these discounts to our Credit Card Segment, and the reimbursements of $89 million in 2009, $117 million in 2008, and $114 million in 2007 are recorded as a reduction to SG&A expenses within the Retail Segment and an increase to operations and marketing expenses within the Credit Card Segment.

Note: The sum of the segment amounts may not equal the total amounts due to rounding.

Total Assets by Business Segment
	2009						2008
(millions)	Retail		Credit Card		Total		Retail		Credit Card		Total
Total assets	$	37,200	$	7,333	$	44,533	$	35,651	$	8,455	$	44,106

        Substantially all of our revenues are generated in, and long-lived assets are located in, the United States.

29. Quarterly Results (Unaudited)

        Due to the seasonal nature of our business, fourth quarter operating results typically represent a substantially larger share of total year revenues and earnings because they include our peak sales period from Thanksgiving through the end of December. We follow the same accounting policies for preparing quarterly and annual financial data. The table below summarizes quarterly results for 2009 and 2008:

Quarterly Results (millions, except per share data)		First Quarter				Second Quarter				Third Quarter				Fourth Quarter				Total Year
		2009		2008		2009		2008		2009		2008		2009		2008		2009		2008
Total revenues		$	14,833	$	14,802	$	15,067	$	15,472	$	15,276	$	15,114	$	20,181	$	19,560	$	65,357	$	64,948
Earnings before income taxes			824		957		957		1,003		683		633		1,409		943		3,872		3,536
Net earnings			522		602		594		634		436		369		936		609		2,488		2,214
Basic earnings per share			0.69		0.75		0.79		0.82		0.58		0.49		1.25		0.81		3.31		2.87
Diluted earnings per share			0.69		0.74		0.79		0.82		0.58		0.49		1.24		0.81		3.30		2.86
Dividends declared per share			0.16		0.14		0.17		0.16		0.17		0.16		0.17		0.16		0.67		0.62
Closing common stock price
	High		41.26		54.89		43.79		55.10		51.35		57.89		52.02		41.35		52.02		57.89
	Low		25.37		48.50		36.75		43.68		41.38		32.69		45.30		26.96		25.37		26.96

Note:  Per share amounts are computed independently for each of the quarters presented. The sum of the quarters may not equal the total year amount due to the impact of changes in average quarterly shares outstanding and all other quarterly amounts may not equal the total year due to rounding.

54

Item 9.    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

        Not applicable

Item 9A.    Controls and Procedures

        As of the end of the period covered by this Annual Report, we conducted an evaluation, under supervision and with the participation of management, including the chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934, as amended (Exchange Act). Based upon that evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective. Disclosure controls and procedures are defined by Rules 13a-15(e) and 15d-15(e) of the Exchange Act as controls and other procedures that are designed to ensure that information required to be disclosed by us in reports filed with the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or person performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

        There were no changes in our internal control over financial reporting during the fourth quarter of fiscal year 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

        For the Report of Management on Internal Control and the Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting, see Item 8, Financial Statements and Supplementary Data.

Item 9B.    Other Information

        Not applicable

55

PART III

        Certain information required by Part III is incorporated by reference from Target's definitive Proxy Statement to be filed on or about April 29, 2010. Except for those portions specifically incorporated in this Form 10-K by reference to Target's Proxy Statement, no other portions of the Proxy Statement are deemed to be filed as part of this Form 10-K.

Item 10.    Directors, Executive Officers and Corporate Governance

        Election of Directors, Section 16(a) Beneficial Ownership Reporting Compliance, Additional Information—Business Ethics and Conduct and General Information About the Board of Directors—Board Meetings and Committees, of Target's Proxy Statement to be filed on or about April 29, 2010, are incorporated herein by reference. See also Item 4A, Executive Officers of Part I hereof.

Item 11.    Executive Compensation

        Executive and Director Compensation, of Target's Proxy Statement to be filed on or about April 29, 2010, is incorporated herein by reference.

Item 12.    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan Information						Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans as of January 30, 2010 (Excluding Securities Reflected in Column (a))
	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights as of January 30, 2010			Weighted Average Exercise Price of Outstanding Options, Warrants and Rights as of January 30, 2010
Plan Category	(a)			(b)		(c)
Equity compensation plans approved by security holders		40,313,999	(1)	$	44.05		22,093,550
Equity compensation plans not approved by security holders		—			—		—
Total		40,313,999		$	44.05		22,093,550

(1)

This amount includes 2,100,139 performance shares and RSU shares potentially issuable under our Long-Term Incentive Plan. The actual number of performance shares to be issued, or credits to be made to deferred compensation accounts, if any, depends on our financial performance over a period of time. Performance shares do not have an exercise price and thus they have been excluded from the weighted average exercise price calculation in column (b).

        Beneficial Ownership of Certain Shareholders and Securities Authorized for Issuance Under Equity Compensation Plans, of Target's Proxy Statement to be filed on or about April 29, 2010, is incorporated herein by reference.

Item 13.    Certain Relationships and Related Transactions, and Director Independence

        Certain Relationships and General Information About the Board of Directors—Director Independence, of Target's Proxy Statement to be filed on or about April 29, 2010, are incorporated herein by reference.

Item 14.    Principal Accountant Fees and Services

        Audit and Non-audit Fees, of Target's Proxy Statement to be filed on or about April 29, 2010, is incorporated herein by reference.

56

PART IV

Item 15.    Exhibits and Financial Statement Schedules

        The following information required under this item is filed as part of this report:

a)

Financial Statements

Consolidated Statements of Operations for the Years Ended January 30, 2010, January 31, 2009, and February 2, 2008

Consolidated Statements of Financial Position at January 30, 2010 and January 31, 2009

Consolidated Statements of Cash Flows for the Years Ended January 30, 2010, January 31, 2009, and February 2, 2008

Consolidated Statements of Shareholders' Investment for the Years Ended January 30, 2010, January 31, 2009 and February 2, 2008

Notes to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Financial Statement Schedules

        For the Years Ended January 30, 2010, January 31, 2009, and February 2, 2008:

                II—Valuation and Qualifying Accounts

        Other schedules have not been included either because they are not applicable or because the information is included elsewhere in this Report.

b)

Exhibits

(3)A		Restated Articles of Incorporation (as amended May 24, 2007) (1)
B		By-Laws (as amended through September 10, 2009) (2)
(4)A		Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A. (3)
B		First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.) (4)
C		Registrant agrees to furnish to the Commission on request copies of other instruments with respect to long-term debt.
(10)A	*	Target Corporation Officer Short-Term Incentive Plan (5)
B	*	Amended and Restated Director Stock Option Plan of 1995 (6)
C	*	Amended and Restated Executive Long-Term Incentive Plan of 1981 (7)
D	*	Target Corporation Long-Term Incentive Plan (as amended and restated on May 28, 2009) (8)
E	*	Target Corporation SPP I (2010 Plan Statement)
F	*	Target Corporation SPP II (2010 Plan Statement)
G	*	Target Corporation SPP III (2010 Plan Statement)
H	*	Target Corporation Officer Deferred Compensation Plan
I	*	Target Corporation Officer EDCP (2010 Plan Statement)
J	*	Amended and Restated Deferred Compensation Plan Directors (9)
K	*	Target Corporation DDCP (2009 Plan Statement) (10)
L	*	Target Corporation Officer Income Continuance Policy Statement (as amended and restated January 13, 2010)
M	*	Executive Excess Long Term Disability Plan (11)
N	*	Director Retirement Program (12)
O	*	Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009) (13)
P		Five-Year Credit Agreement dated as of April 12, 2007 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein (14)

57

Q	‡	Note Purchase Agreement dated May 5, 2008 among Target Corporation, Target Receivables Corporation, BOTAC, Inc. and Chase Bank USA, National Association (15)
R		Indenture dated as of May 19, 2008 between Target Credit Card Owner Trust 2008-1 and Wells Fargo Bank, National Association (16)
S		Series 2008-1 Supplement dated as of May 19, 2008 to Amended and Restated Pooling and Servicing Agreement among Target Receivables Corporation, Target National Bank, and Wells Fargo Bank, National Association (17)
T		Amended and Restated Pooling and Servicing Agreement dated as of April 28, 2000 among Target Receivables Corporation, Target National Bank (formerly known as Retailers National Bank), and Wells Fargo Bank, National Association (formerly known as Norwest Bank Minnesota, National Association) (18)
U		Amendment No. 1 dated as of August 22, 2001 to Amended and Restated Pooling and Servicing Agreement among Target Receivables Corporation, Target National Bank (formerly known as Retailers National Bank) and Wells Fargo Bank, National Association (formerly known as Norwest Bank Minnesota, National Association) (19)
(12)		Statements of Computations of Ratios of Earnings to Fixed Charges
(21)		List of Subsidiaries
(23)		Consent of Independent Registered Public Accounting Firm
(24)		Powers of Attorney
(31)A		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(31)B		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(32)A		Certification of the Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(32)B		Certification of the Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema
101.CAL		XBRL Taxonomy Extension Calculation Linkbase
101.DEF		XBRL Taxonomy Extension Definition Linkbase
101.LAB		XBRL Taxonomy Extension Label Linkbase
101.PRE		XBRL Taxonomy Extension Presentation Linkbase

        Copies of exhibits will be furnished upon written request and payment of Registrant's reasonable expenses in furnishing the exhibits.

*

Management contract or compensation plan or arrangement required to be filed as an exhibit to this Form 10-K.

‡

Certain portions of this exhibit have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

(1)

Incorporated by reference to Exhibit (3)A to Target's Form 8-K Report filed May 25, 2007.

(2)

Incorporated by reference to Exhibit (3)B to Target's Form 8-K Report filed September 10, 2009.

(3)

Incorporated by reference to Exhibit 4.1 to Target's Form 8-K Report filed August 10, 2000.

(4)

Incorporated by reference to Exhibit 4.1 to the Registrant's Form 8-K Report filed May 1, 2007.

(5)

Incorporated by reference to Appendix B to the Registrant's Proxy Statement filed April 9, 2007.

(6)

Incorporated by reference to Exhibit (10)C to Target's Form 10-K Report for the year ended February 3, 2007.

(7)

Incorporated by reference to Exhibit (10)E to Target's Form 10-K Report for the year ended February 3, 2007.

(8)

Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended August 1, 2009.

(9)

Incorporated by reference to Exhibit (10)I to Target's Form 10-K Report for the year ended February 3, 2007.

(10)

Incorporated by reference to Exhibit (10)K to Target's Form 10-K Report for the year ended January 31, 2009.

(11)

Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended February 3, 2001.

(12)

Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005.

(13)

Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 31, 2009.

(14)

Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended May 5, 2007.

(15)

Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended August 2, 2008.

(16)

Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended August 2, 2008.

(17)

Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended August 2, 2008.

(18)

Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended August 2, 2008.

(19)

Incorporated by reference to Exhibit (10)E to Target's Form 10-Q Report for the quarter ended August 2, 2008.

58

SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Target has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	TARGET CORPORATION
	By:
Dated: March 12, 2010		Douglas A. Scovanner Executive Vice President, Chief Financial Officer and Chief Accounting Officer

        Pursuant to the requirements of the Securities Exchange Act of 1934, the report has been signed below by the following persons on behalf of Target and in the capacities and on the dates indicated.

Dated: March 12, 2010	Gregg W. Steinhafel Chairman of the Board, Chief Executive Officer and President
Dated: March 12, 2010	Douglas A. Scovanner Executive Vice President, Chief Financial Officer and Chief Accounting Officer

ROXANNE S. AUSTIN	DERICA W. RICE
CALVIN DARDEN	STEPHEN W. SANGER
MARY N. DILLON	JOHN G. STUMPF
JAMES A. JOHNSON	SOLOMON D. TRUJILLO
RICHARD M. KOVACEVICH
MARY E. MINNICK		Directors
ANNE M. MULCAHY

        Douglas A. Scovanner, by signing his name hereto, does hereby sign this document pursuant to powers of attorney duly executed by the Directors named, filed with the Securities and Exchange Commission on behalf of such Directors, all in the capacities and on the date stated.

	By:
Dated: March 12, 2010		Douglas A. Scovanner Attorney-in-fact

59

TARGET CORPORATION
Schedule II – Valuation and Qualifying Accounts
Fiscal Years 2009, 2008, and 2007

(millions)
Column A		Column B		Column C		Column D			Column E
Description		Balance at Beginning of Period		Additions Charged to Cost, Expenses		Deductions			Balance at End of Period
Allowance for doubtful accounts:
	2009	$	1,010		1,185		(1,179	)	$	1,016
	2008	$	570		1,251		(811	)	$	1,010
	2007	$	517		481		(428	)	$	570
Sales returns reserves (a):
	2009	$	29		1,118		(1,106	)	$	41
	2008	$	29		1,088		(1,088	)	$	29
	2007	$	31		1,103		(1,105	)	$	29

(a)

These amounts represent the gross margin effect of sales returns during the respective years. Expected merchandise returns after year end for sales made before year end were $99 million, $100 million and $93 million for 2009, 2008 and 2007, respectively.

60

Exhibit Index

Exhibit		Description	Manner of Filing
	(3)A	Restated Articles of Incorporation (as amended May 24, 2007)	Incorporated by Reference
	(3)B	By-Laws (as amended through September 10, 2009)	Incorporated by Reference
	(4)A	Indenture, dated as of August 4, 2000 between Target Corporation and Bank One Trust Company, N.A.	Incorporated by Reference
	(4)B	First Supplemental Indenture dated as of May 1, 2007 to Indenture dated as of August 4, 2000 between Target Corporation and The Bank of New York Trust Company, N.A. (as successor in interest to Bank One Trust Company N.A.)	Incorporated by Reference
	(10)A	Target Corporation Officer Short-Term Incentive Plan	Incorporated by Reference
	(10)B	Amended and Restated Director Stock Option Plan of 1995	Incorporated by Reference
	(10)C	Amended and Restated Executive Long-Term Incentive Plan of 1981	Incorporated by Reference
	(10)D	Target Corporation Long-Term Incentive Plan (as amended and restated on May 28, 2009)	Incorporated by Reference
	(10)E	Target Corporation SPP I (2010 Plan Statement)	Filed Electronically
	(10)F	Target Corporation SPP II (2010 Plan Statement)	Filed Electronically
	(10)G	Target Corporation SPP III (2010 Plan Statement)	Filed Electronically
	(10)H	Target Corporation Officer Deferred Compensation Plan	Filed Electronically
	(10)I	Target Corporation Officer EDCP (2010 Plan Statement)	Filed Electronically
	(10)J	Amended and Restated Deferred Compensation Plan Directors	Incorporated by Reference
	(10)K	Target Corporation DDCP (2009 Plan Statement)	Incorporated by Reference
	(10)L	Target Corporation Officer Income Continuance Policy Statement (as amended and restated January 13, 2010)	Filed Electronically
	(10)M	Executive Excess Long Term Disability Plan	Incorporated by Reference
	(10)N	Director Retirement Program	Incorporated by Reference
	(10)O	Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)	Incorporated by Reference
	(10)P	Five-Year Credit Agreement dated as of June 9, 2005 among Target Corporation, Bank of America, N.A. as Administrative Agent and the Banks listed therein	Incorporated by Reference
	(10)Q	Note Purchase Agreement dated May 5, 2008 among Target Corporation, Target Receivables Corporation, BOTAC, Inc. and Chase Bank USA, National Association	Incorporated by Reference
	(10)R	Indenture dated as of May 19, 2008 between Target Credit Card Owner Trust 2008-1 and Wells Fargo Bank, National Association	Incorporated by Reference
	(10)S	Series 2008-1 Supplement dated as of May 19, 2008 to Amended and Restated Pooling and Servicing Agreement among Target Receivables Corporation, Target National Bank, and Wells Fargo Bank, National Association	Incorporated by Reference
	(10)T	Amended and Restated Pooling and Servicing Agreement dated as of April 28, 2000 among Target Receivables Corporation, Target National Bank (formerly known as Retailers National Bank), and Wells Fargo Bank, National Association (formerly known as Norwest Bank Minnesota, National Association)	Incorporated by Reference
	(10)U	Amendment No. 1 dated as of August 22, 2001 to Amended and Restated Pooling and Servicing Agreement among Target Receivables Corporation, Target National Bank (formerly known as Retailers National Bank) and Wells Fargo Bank, National Association (formerly known as Norwest Bank Minnesota, National Association)	Incorporated by Reference
	(12)	Statements of Computations of Ratios of Earnings to Fixed Charges	Filed Electronically
	(21)	List of Subsidiaries	Filed Electronically
	(23)	Consent of Independent Registered Public Accounting Firm	Filed Electronically
	(24)	Powers of Attorney	Filed Electronically
	(31)A	Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically
	(31)B	Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed Electronically

61

Exhibit		Description	Manner of Filing
	(32)A	Certification of the Chief Executive Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Electronically
	(32)B	Certification of the Chief Financial Officer Pursuant to Section 18 U.S.C. Section 1350 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed Electronically
	101.INS	XBRL Instance Document	Filed Electronically
	101.SCH	XBRL Taxonomy Extension Schema	Filed Electronically
	101.CAL	XBRL Taxonomy Extension Calculation Linkbase	Filed Electronically
	101.DEF	XBRL Taxonomy Extension Definition Linkbase	Filed Electronically
	101.LAB	XBRL Taxonomy Extension Label Linkbase	Filed Electronically
	101.PRE	XBRL Taxonomy Extension Presentation Linkbase	Filed Electronically

62

EX-10.(E)

Exhibit 10(E)

TARGET CORPORATION

SPP I

(2010 Plan Statement)

Effective January 13, 2010

As Amended and Restated

TARGET CORPORATION

SPP I

(2010 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS	1
1.1 History	1
1.2 Definitions	1
1.2.1 Actuarial Equivalent	1
1.2.2 Affiliate	1
1.2.3 Beneficiary	1
1.2.4 Board	1
1.2.5 Change-in-Control	1
1.2.6 Code	2
1.2.7 Committee	2
1.2.8 Company	3
1.2.9 Officer	3
1.2.10 Officer EDCP	3
1.2.11 Participant	3
1.2.12 Participating Employer	3
1.2.13 Pension Plan	3
1.2.14 Plan	3
1.2.15 Plan Administrator	3
1.2.16 Plan Rules	3
1.2.17 Plan Statement	3
1.2.18 SPP IV	3
1.2.19 Termination of Employment	3
1.2.20 Trust	4
SECTION 2 PARTICIPATION	5
2.1 Eligibility	5
2.2 Termination of Participation	5
2.3 Rehire	5
2.4 Effect on Employment	5
SECTION 3 BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA	7
3.1 Amount of Pension	7
3.2 Rehire	7
SECTION 4 BENEFIT — PERSONAL PENSION ACCOUNT	8
4.1 Amount of Pension	8
4.2 Rehire	8
SECTION 5 VESTING	9
5.1 General Rule	9
5.2 Rehire	9

5.3 Transfers to Officer EDCP	9
SECTION 6 TRANSFERS	10
6.1 Benefit Distributions	10
6.2 Transfers to Officer EDCP	10
SECTION 7 NATURE OF INTEREST	11
7.1 Unfunded Obligation	11
7.2 Spendthrift Provision	11
7.3 Compensation Recovery (Recoupment)	11
SECTION 8 ADOPTION, AMENDMENT AND TERMINATION	12
8.1 Adoption	12
8.2 Amendment	12
8.3 Termination	12
SECTION 9 CLAIM PROCEDURES	14
9.1 Claim Procedures	14
9.2 Rules and Regulations	15
9.3 Limitations and Exhaustion	16
SECTION 10 PLAN ADMINISTRATION	18
10.1 Plan Administration	18
10.2 Conflict of Interest	18
10.3 Membership and Authority	19
10.4 Service of Process	19
10.5 Choice of Law	19
10.6 Responsibility for Delegate	19
10.7 Expenses	19
10.8 Errors in Computations	19
10.9 Indemnification	19
10.10 Notice	20
SECTION 11 CONSTRUCTION	21
11.1 ERISA Status	21
11.2 IRC Status	21
11.3 Rules of Document Construction	21
11.4 References to Laws	21
11.5 Appendices	21

SECTION 1
INTRODUCTION; DEFINITIONS

1.1          History.  The Company originally established this Plan (formerly known as the Target Corporation Supplemental Pension Plan I) effective as of January 1, 1995.  The Plan is a non-qualified, unfunded plan intended to replace certain pension benefits for a select group of management or highly compensated employees who are officers.  The Plan provides retirement benefits not provided under the Pension Plan as a result of the limitations imposed by Code sections 401(a)(17) and 415.   The Plan is intended to be a “top hat plan” as defined under the Employee Retirement Income Security Act of 1974, as amended from time to time.   Since the effective date of this Plan, upon a Participant becoming an Officer of the Company, the benefit due under the Target Corporation SPP IV has been transferred to this Plan.  Effective April 30, 2002, for Participants in this Plan who were members of the Company’s Corporate Operating Committee, the Company transferred the present value of the vested benefit due under this Plan to the Officer EDCP.  Effective July 31, 2002, this transfer was extended to all Officers of the Company.  After such transfer, no benefits were due or payable to the Participant from this Plan. Further, after the transfer, the individuals would no longer participate in this Plan or be eligible for further accruals under this Plan.  Effective January 1, 2005 (and other effective dates as specifically provided), this Plan was operated in compliance with Code section 409A.  The Plan, which is intended to comply with Code section 409A, was amended and restated effective January 1, 2009.  This Plan Statement, which was amended to incorporate the Company’s recoupment policy, is effective January 13, 2010.

1.2          Definitions.  Terms used herein with initial capital letters will have same meaning as those used in the Pension Plan except as otherwise defined below or where the context clearly indicates to the contrary.

1.2.1       Actuarial Equivalent.  An “Actuarial Equivalent” will be determined by using such factors and assumptions as the Company considers appropriate in its sole and absolute discretion.

1.2.2       Affiliate.  An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

1.2.3       Beneficiary.  The “Beneficiary” is the “Beneficiary” as defined under the Officer EDCP.

1.2.4       Board “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

1.2.5       Change-in-Control.

(a)A “Change-in-Control” shall be deemed to have occurred if:

(i)50% or more of the directors of the Company shall be persons other than persons

(A)for whose election proxies shall have been solicited by the Board, or

(B)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, or

(ii)30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company), other than an entity resulting from a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, or

(iii)the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv)approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this 1.2.5, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company.

1.2.6       Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.7       Committee. “Committee” means the administrative committee appointed in accordance with Section 10.3.

2

1.2.8       Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

1.2.9       Officer.  An “Officer” is a member of the executive committee and any other Employee who is designated and categorized as an officer of the Company by the Company’s Chief Executive Officer.

1.2.10     Officer EDCP.  “Officer EDCP” means the Target Corporation Officer EDCP.

1.2.11     Participant.  A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of Section 2.  An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date of the Participant’s death or, if earlier, the date when the Participant is no longer eligible and upon which the Participant no longer has a benefit due under this Plan (that is, a transfer of the benefit has been made pursuant to Section 6, or the Participant’s benefit under this Plan wears away, or the Participant’s benefit under this Plan has been forfeited as hereinafter provided).

1.2.12     Participating Employer.  “Participating Employer” means the Company and each other Affiliate that, with the consent of the Company, adopts this Plan.   A Participating Employer shall cease to be a Participating Employer on the date it ceases to be an Affiliate.

1.2.13     Pension Plan.  “Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

1.2.14     Plan.  “Plan” means this Target Corporation SPP I (formerly known as the Target Corporation Supplemental Pension Plan I).

1.2.15     Plan Administrator. “Plan Administrator” means the Company or, if affirmatively designated by the Company, some other individual or committee.

1.2.16     Plan Rules.  “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 10.1.5.

1.2.17     Plan Statement.  “Plan Statement” means this document entitled “Target Corporation SPP I (2010 Plan Statement),” as adopted by the Company, effective as of January 13, 2010, as the same may be amended from time to time.

1.2.18     SPP IV.  “SPP IV” means the Target Corporation SPP IV.

1.2.19     Termination of Employment.

(a)For purposes of determining entitlement to or the amount of benefits under the Plan, “Termination of Employment” means a severance of a Participant’s employment relationship with each Participating Employer and all Affiliates, for any reason.

(b)For purposes of determining when a distribution will be made under the Plan, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Participating Employer, all

3

Affiliates and Participant reasonably anticipate that the level of bona fide future services to be performed by the Participant for the Participating Employer and all Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.

(c)A bona fide leave of absence that is six months or less, or during which an individual retains a reemployment right, will not cause a Termination of Employment.  In the case of a leave of absence without a right of reemployment that exceeds the time periods described in this paragraph, a Termination of Employment will be deemed to occur once the leave of absence exceeds six months.

(d)Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

1.2.20     Trust.  “Trust” means the Target Corporation Deferred Compensation Trust Agreement, dated January 1, 2009 by and between the Company and State Street Bank and Trust Company, as it is amended from time to time, or similar trust agreement.

4

SECTION 2
PARTICIPATION

2.1Eligibility.

2.1.1       General Requirements.  An Employee is eligible to participate in this Plan on and after the date he or she:

(a)is an active participant in the Pension Plan; and

(b)is an Officer.

2.1.2       Applicable Benefit Formula.  A Participant’s benefit under this Plan will be determined based on the applicable benefit formula under the Pension Plan.

(a)A Participant with a Pension Plan benefit determined solely by the traditional final average pay formula will have his or her benefit under this Plan determined pursuant to Section 3.

(b)A Participant with a Pension Plan benefit determined solely by the personal pension account formula will have his or her benefit under this Plan determined pursuant to Section 4.

(c)A Participant with a Pension Plan benefit determined in part by the traditional final average pay formula and in part by the personal pension account formula will have his or her benefit under this Plan determined pursuant to Section 3 with respect to the period earning a traditional final average pay benefit under the Pension Plan, and Section 4 with respect to the period earning a personal pension account benefit under the Pension Plan.

2.2          Termination of Participation.  Except as otherwise specifically provided in this Plan or by the Committee, an Employee who ceases to satisfy the requirements of Section 2.1.1 or whose benefit is transferred to the Officer EDCP pursuant to Section 6.2 is not eligible to continue to participate in this Plan, and will not accrue any additional benefits under this Plan.  The Participant’s benefit under this Plan will continue to be governed by the terms of this Plan until such time as the Participant’s benefit is transferred, wears away, or is forfeited in accordance with the terms of this Plan.  A Participant or Beneficiary will cease to be such as of the date on which his or her entire benefit under this Plan has been transferred, wears away, or forfeited.

2.3          Rehire.  A Participant with a vested benefit under this Plan who incurs a Termination of Employment and is rehired will not be eligible to participate in this Plan.

2.4Effect on Employment.

2.4.1       Not a Term of Employment.  Neither the terms of this Plan Statement nor the benefits under this Plan or the continuance thereof shall be a term of the employment of any Employee.

2.4.2       Not an Employment Contract.  The Plan is not and shall not be deemed to constitute a contract of employment between any Participating Employer and any Employee or  

5

other person, nor shall anything herein contained be deemed to give any Employee or other person any right to be retained in any Participating Employer’s employ or in any way limit or restrict any Participating Employer’s right or power to discharge any Employee or other person at any time and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant in this Plan.

6

SECTION 3
BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA

3.1Amount of Pension.

3.1.1       General Rule.       A Participant of this Plan whose benefit under the Pension Plan is determined all or in part by the traditional final average pay formula, shall be entitled to a pension benefit determined under this Plan that is the Actuarial Equivalent of  the sum of:

(a)The monthly pension benefit of the Participant transferred to this Plan as determined under Section 3 of SPP IV, and

(b)The excess, if any, of:

(i)The monthly pension benefit of the Participant as determined under the Pension Plan, based on the “traditional formula” (Article VI of the Pension Plan) if such formula were applied:

(A)without regard to the maximum benefit limits imposed by Code section 415;

(B)without regard to the maximum compensation limits imposed by Code section 401(a)(17); and

(C)without regard to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Pension Plan.

Over

(ii)The sum of:

(A)The monthly pension benefit of the Participant as determined under the Pension Plan, based on the “traditional formula” (Article VI of the Pension Plan); and

(B)The monthly pension benefit of the Participant transferred to this Plan as determined under Section 3 of SPP IV.

Such benefit will be determined as of the date of transfer as provided in Section 6.

3.1.2       Death Benefit.  If a Participant dies prior to receiving a transfer of his or her benefit determined under this Section 3, the death benefit to be transferred pursuant to Section 6 will be calculated in the same manner as the Participant’s benefit under this Section 3, and for purposes of Section 3.1.1, as if the Participant were alive and entitled to a benefit under the Pension Plan and SPP IV as of his or her date of death.

3.2          Rehire.  If a Participant or former Participant is rehired and eligible to participate in this Plan, then a Participant’s service prior to reemployment will be considered for benefit purposes only to the extent such service would be recognized for benefit purposes under the traditional final average pay formula of the Pension Plan.

7

SECTION 4
BENEFIT — PERSONAL PENSION ACCOUNT

4.1Amount of Pension

4.1.1       General Rule.  A Participant of this Plan whose benefit under the Pension Plan is determined all or in part by the personal pension account formula, shall be entitled to a pension benefit under this Plan that is the Actuarial Equivalent of  the sum of:

(a)The pension benefit of the Participant transferred to this Plan as determined under Section 4 of SPP IV, and

(b)the excess, if any, of:

(i)The amount that would have been credited each quarter (including both “pay credits” and “interest credits”) to the Participant’s “personal pension account” under the Pension Plan (Article VII of the Pension Plan), if such account were applied:

(A)without regard to the maximum benefit limits imposed by Code section 415; and

(B)without regard to the maximum compensation limits imposed by Code section 401(a)(17).

Over

(ii)The sum of:

(A)The amount of the credits actually made to the Participant’s “personal pension account” under the Pension Plan; and

(B)The pension benefit of the Participant transferred to this Plan as determined under Section 4 of SPP IV.

Such benefit will be determined as of the date of transfer as provided in Section 6.

4.1.2       Death Benefit.  If a Participant dies prior to receiving a transfer of his or her benefit determined under this Section 4, the death benefit to be transferred pursuant to Section 6 will be calculated in the same manner as the Participant’s benefit under this Section 4.

4.2          Rehire.  If a Participant or former Participant is rehired and eligible to participate in this Plan, then a Participant’s service prior to reemployment will be considered for benefit purposes only to the extent such service would be recognized for benefit purposes under the personal pension account formula of the Pension Plan.

8

SECTION 5
VESTING

5.1          General Rule.  A Participant will be vested in his or her benefit under this Plan to the extent he or she is vested in their benefit under the Pension Plan.

5.2          Rehire.   A Participant’s service prior to reemployment will be considered for vesting purposes only to the extent such service would be recognized for vesting purposes under the Pension Plan.

5.3          Transfers to Officer EDCP.  A Participant whose benefit under this Plan is transferred to the Officer EDCP pursuant to Section 6 will no longer have any rights under this Plan effective as of the date of such transfer.

9

SECTION 6
TRANSFERS

6.1Benefit Distributions.

6.1.1       Benefit Transfer to Officer EDCP.  No benefits transferred to this Plan from SPP IV or benefits accrued and determined under this Plan will be paid directly to Participants.  All vested benefits due under this Plan, as determined under Section 3 and Section 4, will be transferred to the Officer EDCP, and paid to the Participant or Beneficiary pursuant to the terms of the Officer EDCP.

6.1.2       Form and Timing of Benefit Distribution.  Benefits earned under this Plan will be deemed to have a distribution form and timing of an Actuarial Equivalent single lump payment of the vested benefit determined under Sections 3 and 4, as applicable, within 60 days following the one-year anniversary of the date that the Participant incurs a Termination of Employment.  Any benefits earned under this Plan will be subject to the distribution terms of the Officer EDCP, including any provisions regarding the acceleration or delay of distribution (to the extent allowed under Code section 409A).

6.1.3       Transfers from SPP IV.   Benefits transferred to this Plan from SPP IV will have the distribution timing, form, and rights as provided under SPP IV, but upon transfer will be subject to the distribution terms of the Officer EDCP, including any provisions regarding the acceleration or delay of distribution (to the extent allowed under Code section 409A).

6.2          Transfers to Officer EDCP.   A Participant’s vested benefit under this Plan will be transferred to the Officer EDCP as provided below.

6.2.1       Timing of Benefit Transfer.

(a)On or about the April 30 (or the immediately preceding business day) immediately following the calendar year in which a Participant is first eligible to participate in this Plan and has a vested benefit, a Participant will have his or her vested benefit that is determined under this Plan transferred to the Officer EDCP.  The transfer will be an amount equal to the actuarial lump sum present value on March 31 (or the immediately preceding business day) for the Participant’s SPP Benefit accrued through the preceding December 31.  In the case of a Participant who is an executive officer, such transfer will be made and determined on or about the last business day prior to the end of the Company’s fiscal year.

(b)Notwithstanding the foregoing, in the case of a Termination of Employment as defined under Section 1.2.19(a) or a Plan termination upon a Change-in-Control under Section 8.3.2 prior to the date in Section 6.2.1(a), the transfer will be made within 60 days following such event.

6.2.2       Benefit to Be Transferred.  The benefit transferred to the Officer EDCP is the vested benefit accrued and determined under this Plan at the time of transfer to the Officer EDCP provided in Section 6.2.1.  The transfer to the Officer EDCP will not change the payment form, payment timing, or vested status of the benefit determined under this Plan.  After the transfer to the Officer EDCP, the benefit will be subject to the terms of the Officer EDCP, including the acceleration or delay of distributions permitted thereunder.

10

SECTION 7
NATURE OF INTEREST

7.1          Unfunded Obligation.  The obligation of the Participating Employers to provide benefits pursuant to this Plan constitutes only the unsecured (but legally enforceable) promise of the Participating Employers to provide such benefits.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, claims or interests in any specific property or assets of the Company or a Participating Employer, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company.

7.2          Spendthrift Provision.  Except as otherwise provided in this Section 7.2, no Participant or Beneficiary shall have any interest in any benefit which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers.  The Plan Administrator shall not recognize any such effort to convey any interest under this Plan.  No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.  This Section 7.2 shall not prevent the Plan Administrator from exercising, in its discretion, any of the applicable powers and options granted to it under any applicable provision hereof.

7.3          Compensation Recovery (Recoupment).  Notwithstanding any other provision of the Plan, a Participant who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Company’s consolidated financial statements and who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

(a)Any portion of the Participant’s benefit resulting from the receipt of compensation that is subject to recovery under the Recoupment Policy may be forfeited and, in such event, a corresponding adjustment will be made to the Participant’s benefit under this Plan.

(b)If a Participant (or his or her Beneficiary) is entitled to receive a distribution under this Plan and the Participant is subject to a claim for recovery under the Recoupment Policy, then the Company may, subject to any limitations under Code section 409A, retain all or any portion of the Participant’s (or the Beneficiary’s) taxable distribution, net of state, federal or foreign tax withholding, to satisfy such claim.

11

SECTION 8
ADOPTION, AMENDMENT AND TERMINATION

8.1          Adoption.  With the prior approval of the Plan Administrator, an Affiliate may adopt the Plan and become a Participating Employer by furnishing to the Plan Administrator a certified copy of a resolution of its board of directors adopting the Plan.

8.2          Amendment.

8.2.1       General Rule.  The Board may at any time amend this Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate this Plan; provided, unless such amendment is necessary or reasonable to comply with any changes in law, no amendment shall be effective to decrease the benefits, nature or timing thereof payable under this Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment.  The Committee is authorized to make any amendments to this Plan Statement deemed necessary or desirable by the Committee for the operation and administration of this Plan provided such amendment does not have a material financial impact on the Company.  Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.  Written notice of any amendment shall be given to each Participant then participating in this Plan.

8.2.2       Amendment to Benefit of Executive Officer.  Any amendment to the benefit of an executive officer under this Plan, to the extent approval of such amendment by the board of directors would be required by the Securities and Exchange Commission and its regulations or the rules of any applicable securities exchange, will require the approval of the Board.

8.2.3       No Oral Amendments.  No modification of the terms of this Plan Statement shall be effective unless it is in writing.  No oral representation concerning the interpretation or effect of this Plan Statement shall be effective to amend this Plan Statement.

8.3          Termination.

8.3.1       General Rule.

(a)To the extent necessary or reasonable to comply with any changes in law, the Board may at any time terminate this Plan, provided such termination satisfies the requirements of Code section 409A.

(b)To the extent that a Participant’s benefit under the Plan will be immediately included in the income of the Participant, as determined by a court of competent jurisdiction or the Internal Revenue Service, to the extent permitted under Code section 409A, the Board may terminate this Plan, in whole or in part, as it relates to the impacted Participant.

8.3.2       Plan Termination on Account of a Change-in-Control.  Upon a Change-in-Control the Plan will terminate and the transfer of all amounts under the Plan will be accelerated if and to the extent provided in this Section 8.3.2.

(a)The Plan will be terminated effective as of the first date on which there has occurred both (i) a Change-in-Control under Section 1.2.5(a), and (ii) a funding 

12

of the Trust on account of such Change-in-Control (referred to herein as the “Plan termination effective date”) unless, prior to such Plan termination effective date, the Board affirmatively determines that the Plan will not be terminated as of such effective date. The Board will be deemed to have taken action to irrevocably terminate the Plan as of the Plan termination effective date by its failure to affirmatively determine that the Plan will not terminate as of such date.

(b)The determination by the Board under paragraph (a) constitutes a determination that such termination will satisfy the requirements of Code section 409A, including an agreement by the Company that it will take such additional action or refrain from taking such action as may be necessary to satisfy the requirements necessary to terminate and liquidate the Plan under paragraph (c) below.

(c)In the event the Board does not affirmatively determine not to terminate the Plan as provided in paragraph (a), such termination shall be subject to either (i) or (ii), as follows:

(i)If the Change-in-Control qualifies as a “change in control event” for purposes of Code section 409A, transfer of all amounts under the Plan will be accelerated and distributed under the Officer EDCP.

(ii)If the Change-in-Control does not qualify as a “change in control event” for purposes of Code section 409A, transfer of all amounts under the Plan will be accelerated and distributed under the Officer EDCP.

13

SECTION 9
CLAIM PROCEDURES

9.1      Claim Procedures.  Until modified by the Plan Administrator, the claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under the Plan.  An application for a distribution or withdrawal shall be considered as a claim for the purposes of this Section.

9.1.1       Initial Claim.  An individual may, subject to any applicable deadline, file with the Plan Administrator a written claim for benefits under the Plan in a form and manner prescribed by the Plan Administrator.

(a)If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b)The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

9.1.2       Notice of Initial Adverse Determination.  A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant:

(a)the specific reasons for the adverse determination,

(b)references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and

(d)a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

9.1.3       Request for Review.  Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Plan Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits.  Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

9.1.4       Claim on Review.  If the claim, upon review, is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

14

(a)The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b)In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.

(c)The Plan Administrator’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

9.1.5       Notice of Adverse Determination for Claim on Review.  A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant.

(a)the specific reasons for the denial,

(b)references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits,

(d)a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and

(e)a statement of the claimant’s right to bring an action under ERISA section 502(a).

9.2          Rules and Regulations.

9.2.1       Adoption of Rules.  Any rule not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

9.2.2       Specific Rules.

(a)No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures.  The Plan Administrator may require that any claim for benefits and any request

15

for a review of a denied claim be filed on forms to be furnished by the Plan Administrator upon request.

(b)All decisions on claims and on requests for a review of denied claims shall be made by the Plan Administrator unless delegated as provided for in the Plan, in which case references in this Section 9 to the Plan Administrator shall be treated as references to the Plan Administrator’s delegate.

(c)Claimants may be represented by a lawyer or other representative at their own expense, but the Plan Administrator reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant.  A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(d)The decision of the Plan Administrator on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Plan Administrator.

(e)In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

(f)The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(g)The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(h)The Plan Administrator may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

9.3          Limitations and Exhaustion.

9.3.1       Claims.  No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim.  Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

9.3.2       Lawsuits.  No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum within two (2) years from the earlier of:

(a)the date the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or

16

(b)the date the claim was denied.

9.3.3       Exhaustion of Remedies.  These administrative procedures are the exclusive means for resolving any dispute arising under this Plan.  As to such matters:

(a)no Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and

(b)determinations by the Plan Administrator (including determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

9.3.4       Imputed Knowledge.  For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

17

SECTION 10
PLAN ADMINISTRATION

10.1Plan Administration.

10.1.1     Administrator.  The Company is the “administrator” of the Plan for purposes of 3(16)(A) of ERISA.  Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of the Plan and make all decisions and determinations.

10.1.2     Authority and Delegation.  Except in cases where the Plan expressly requires action on behalf of the Company to be taken by the Board, action on behalf of the Company may be taken by any of the following:

(a)The Board.

(b)The Chief Executive Officer of the Company.

(c)The senior Vice President of Human Resources of the Company.

(d)Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are delegated by the Company, by resolution of the Board or by written instrument executed by the Chief Executive Officer or the senior Vice President of Human Resources of the Company and filed with its permanent records, provided action of such person or persons or committee shall be within the scope of said delegation.

10.1.3     Determinations.  The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan.  The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests.

10.1.4     Reliance.  The Plan Administrator may act and rely upon all information reported to it hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

10.1.5     Rules and Regulations.  Any rule, regulation, policy, practice or procedure not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

10.2        Conflict of Interest.  If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

18

10.3        Committee Membership and Authority.

10.3.1     Appointment.  The Company may, in its discretion, appoint a committee to act as agent of the Company in performing the duties of the Plan Administrator.

10.3.2     Membership and Authority.  The committee will consist of three or more persons appointed by the Board and shall be subject to the following:

(a)The committee shall act by a majority of its then members by meeting or by writing filed without meeting.

(b)A committee member may resign at any time by giving ten days’ advance written notice to the Company and the other committee members.  The Board may remove a committee member by giving advance written notice to him or her and the other committee members.

(c)The Board may fill any vacancy in the membership of the committee and shall give prompt written notice thereof to the other committee members.  While there is a vacancy in the membership of the committee, the remaining committee members shall have the same powers as the full committee until the vacancy is filled.

(d)A certificate of either the secretary to the committee or a majority of the members of the committee that the committee has taken or authorized any action will be conclusive in favor of any person relying on the certificate.

10.4        Service of Process.  In the absence of any designation to the contrary by the Plan Administrator, the General Counsel of the Plan Administrator is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

10.5        Choice of Law.  Except to the extent that federal law is controlling, this Plan Statement will be construed and enforced in accordance with the laws of the State of Minnesota.

10.6        Responsibility for Delegate.  No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

10.7        Expenses.All expenses of administering the benefits due under this Plan shall be borne by the Participating Employers.

10.8        Errors in Computations.  It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or trustee.  The Company shall have power to cause such equitable adjustments to be made to correct for such errors as the Company, in its sole discretion, considers appropriate.  Such adjustments shall be final and binding on all persons.

10.9        Indemnification.In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer and Employee of the Participating Employers against any and all liabilities, losses, costs or expenses (including legal fees) of whatsoever kind and nature  

19

which may be imposed on, incurred by or asserted against such person at any time by reason of such person’s services as an administrator in connection with the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost or expense arises.

10.10      Notice.  Any notice required under this Plan Statement may be waived by the person entitled thereto.

20

SECTION 11
CONSTRUCTION

11.1        ERISA Status.  The Plan was adopted and is maintained with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(a)(3) and section 401(a)(1) of ERISA.  The Plan shall be interpreted and administered accordingly.

11.2        IRC Status.  The Plan is intended to be a nonqualified deferred compensation arrangement that will comply in form and operation with the requirements of Code section 409A and the Plan will be construed and administered in a manner that is consistent with and gives effect to such intention.

11.3        Rules of Document Construction.  In the event any provision of the Plan Statement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.  The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the scope, purpose, meaning or intent of any provision hereof.  The provisions of the Plan Statement shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

11.4        References to Laws.  Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so.

11.5        Appendices.  Plan provisions that have application to a limited number of Participants or that otherwise do not apply equally to all Participants may be described in an appendix to the Plan Statement.  In the event of a conflict between the terms of an appendix and the terms of the remainder of the Plan Statement, the terms of the appendix control.

21

EX-10.(F)

Exhibit 10(F)

TARGET CORPORATION

SPP II

(2010 Plan Statement)

Effective January 13, 2010

As Amended and Restated

TARGET CORPORATION

SPP II

(2010 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS	1
1.1 History	1
1.2 Definitions	1
1.2.1 Actuarial Equivalent	1
1.2.2 Affiliate	1
1.2.3 Beneficiary	1
1.2.4 Board	1
1.2.5 Change-in-Control	1
1.2.6 Code	2
1.2.7 Committee	2
1.2.8 Company	3
1.2.9 Officer	3
1.2.10 Officer EDCP	3
1.2.11 Participant	3
1.2.12 Participating Employer	3
1.2.13 Pension Plan	3
1.2.14 Plan	3
1.2.15 Plan Administrator	3
1.2.16 Plan Rules	3
1.2.17 Plan Statement	3
1.2.18 SPP V	3
1.2.19 Termination of Employment	3
1.2.20 Trust	4
SECTION 2 PARTICIPATION	5
2.1 Eligibility	5
2.2 Termination of Participation	5
2.3 Rehire	5
2.4 Effect on Employment	5
SECTION 3 BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA	7
3.1 Amount of Pension	7
3.2 Rehire	8
SECTION 4 BENEFIT — PERSONAL PENSION ACCOUNT	9
4.1 Amount of Pension	9
4.2 Rehire	10
SECTION 5 VESTING	11
5.1 General Rule	11
5.2 Rehire	11
5.3 Transfers to Officer EDCP	11

SECTION 6 TRANSFERS	12
6.1 Benefit Distributions	12
6.2 Transfers to Officer EDCP	12
SECTION 7 NATURE OF INTEREST	13
7.1 Unfunded Obligation	13
7.2 Spendthrift Provision	13
7.3 Compensation Recovery (Recoupment)	13
SECTION 8 ADOPTION, AMENDMENT AND TERMINATION	14
8.1 Adoption	14
8.2 Amendment	14
8.3 Termination	14
SECTION 9 CLAIM PROCEDURES	16
9.1 Claim Procedures	16
9.2 Rules and Regulations	18
9.3 Limitations and Exhaustion	18
SECTION 10 PLAN ADMINISTRATION	20
10.1 Plan Administration	20
10.2 Conflict of Interest	20
10.3 Committee Membership and Authority	21
10.4 Service of Process	21
10.5 Choice of Law	21
10.6 Responsibility for Delegate	21
10.7 Expenses	21
10.8 Errors in Computations	21
10.9 Indemnification	21
10.10 Notice	22
SECTION 11 CONSTRUCTION	23
11.1 ERISA Status	23
11.2 IRC Status	23
11.3 Rules of Document Construction	23
11.4 References to Laws	23
11.5 Appendices	23

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SECTION 1
INTRODUCTION; DEFINITIONS

1.1          History.  The Company originally established this Plan (formerly known as the Target Corporation Supplemental Pension Plan II) effective as of January 1, 1995.  The Plan is a non-qualified, unfunded plan intended to replace certain pension benefits for a select group of management or highly compensated employees who are officers that cannot be provided under the Pension Plan due to certain limitations imposed by the Code.  The Plan provides retirement benefits not provided under the Pension Plan as a result of deferrals into the Officer EDCP.  The Plan is intended to be a “top hat plan” as defined under the Employee Retirement Income Security Act of 1974, as amended from time to time.  Since the effective date of this Plan, upon a Participant becoming an Officer of the Company, the benefit due under the Target Corporation SPP V is transferred to this Plan.  Effective April 30, 2002, for all Officers who were vested in the benefit under this Plan, the Company transferred the present value of the vested benefit due under this Plan to the Officer EDCP.  After such transfer, no benefits were due or payable from this Plan. Further, after the transfer, the individuals would no longer participate in this Plan or be eligible for further accruals under this Plan.   Effective January 1, 2005 (and other effective dates as specifically provided), this Plan was operated in compliance with Code section 409A.  The Plan, which is intended to comply with Code section 409A, was amended and restated effective January 1, 2009.  This Plan Statement, which was amended to incorporate the Company’s recoupment policy, is effective as of January 13, 2010.

1.2          Definitions.  Terms used herein with initial capital letters will have same meaning as those used in the Pension Plan except as otherwise defined below or where the context clearly indicates to the contrary.

1.2.1       Actuarial Equivalent.  An “Actuarial Equivalent” will be determined by using such factors and assumptions as the Company considers appropriate in its sole and absolute discretion.

1.2.2       Affiliate.  An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

1.2.3       Beneficiary.  The “Beneficiary” is the “Beneficiary” as defined under the Officer EDCP.

1.2.4       Board “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

1.2.5       Change-in-Control.

(a)A “Change-in-Control” shall be deemed to have occurred if:

(i)50% or more of the directors of the Company shall be persons other than persons

(A)for whose election proxies shall have been solicited by the Board, or

1

(B)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, or

(ii)30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) other than an entity resulting from a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, or

(iii)the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv)approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this 1.2.5, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company.

1.2.6       Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.7       Committee. “Committee” means the administrative committee appointed in accordance with Section 10.3.

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1.2.8       Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

1.2.9       Officer.  An “Officer” is a member of the executive committee and any other Employee who is designated and categorized as an officer of the Company by the Company’s Chief Executive Officer.

1.2.10     Officer EDCP.  “Officer EDCP” means the Target Corporation Officer EDCP.

1.2.11     Participant.  A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of Section 2.  An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date of the Participant’s death or, if earlier, the date when the Participant is no longer eligible and upon which the Participant no longer has a benefit due under this Plan (that is, a transfer of the benefit has been made pursuant to Section 6, or the Participant’s benefit under this Plan wears away, or the Participant’s benefit under this Plan has been forfeited as hereinafter provided).

1.2.12     Participating Employer.  “Participating Employer” means the Company and each other Affiliate that, with the consent of the Company, adopts this Plan.   A Participating Employer shall cease to be a Participating Employer on the date it ceases to be an Affiliate.

1.2.13     Pension Plan.  “Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

1.2.14     Plan.  “Plan” means this Target Corporation SPP II (formerly known as the Target Corporation Supplemental Pension Plan II).

1.2.15     Plan Administrator. “Plan Administrator” means the Company or, if affirmatively designated by the Company, some other individual or committee.

1.2.16     Plan Rules.  “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 10.1.5.

1.2.17     Plan Statement.  “Plan Statement” means this document entitled “Target Corporation SPP II (2010 Plan Statement),” as adopted by the Company, effective as of January 13, 2010, as the same may be amended from time to time.

1.2.18     SPP V.  “SPP V” means the Target Corporation SPP V.

1.2.19     Termination of Employment.

(a)For purposes of determining entitlement to or the amount of benefits under the Plan, “Termination of Employment” means a severance of a Participant’s employment relationship with each Participating Employer and all Affiliates, for any reason.

(b)For purposes of determining when a distribution will be made under the Plan, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Participating Employer, all

3

Affiliates and Participant reasonably anticipate that the level of bona fide future services to be performed by the Participant for the Participating Employer and all Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.

(c)A bona fide leave of absence that is six months or less, or during which an individual retains a reemployment right, will not cause a Termination of Employment.  In the case of a leave of absence without a right of reemployment that exceeds the time periods described in this paragraph, a Termination of Employment will be deemed to occur once the leave of absence exceeds six months.

(d)Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

1.2.20     Trust.  “Trust” means the Target Corporation Deferred Compensation Trust Agreement, dated January 1, 2009 by and between the Company and State Street Bank and Trust Company, as it is amended from time to time, or similar trust agreement.

4

SECTION 2

PARTICIPATION

2.1Eligibility.

2.1.1       General Requirements.  An Employee is eligible to participate in this Plan on and after the date he or she:

(a)is an active participant in the Pension Plan; and

(b)is an Officer.

2.1.2       Applicable Benefit Formula.  A Participant’s benefit under this Plan will be determined based on the applicable benefit formula under the Pension Plan.

(a)A Participant with a Pension Plan benefit determined solely by the traditional final average pay formula will have his or her benefit under this Plan determined pursuant to Section 3.

(b)A Participant with a Pension Plan benefit determined solely by the personal pension account formula will have his or her benefit under this Plan determined pursuant to Section 4.

(c)A Participant with a Pension Plan benefit determined in part by the traditional final average pay formula and in part by the personal pension account formula will have his or her benefit under this Plan determined pursuant to Section 3 with respect to the period earning a traditional final average pay benefit under the Pension Plan, and Section 4 with respect to the period earning a personal pension account benefit under the Pension Plan.

2.2          Termination of Participation.  Except as otherwise specifically provided in this Plan or by the Committee, an Employee who ceases to satisfy the requirements of Section 2.1.1 or whose benefit is transferred to the Officer EDCP pursuant to Section 6.2 is not eligible to continue to participate in this Plan, and will not accrue any additional benefits under this Plan.  The Participant’s benefit under this Plan will continue to be governed by the terms of this Plan until such time as the Participant’s benefit is transferred, wears away, or is forfeited in accordance with the terms of this Plan.  A Participant or Beneficiary will cease to be such as of the date on which his or her entire benefit under this Plan has been transferred, wears away, or forfeited.

2.3          Rehire.  A Participant with a vested benefit under this Plan who incurs a Termination of Employment and is rehired will not be eligible to participate in this Plan.

2.4Effect on Employment.

2.4.1       Not a Term of Employment.  Neither the terms of this Plan Statement nor the benefits under this Plan or the continuance thereof shall be a term of the employment of any Employee.

2.4.2       Not an Employment Contract.  The Plan is not and shall not be deemed to constitute a contract of employment between any Participating Employer and any Employee or

5

other person, nor shall anything herein contained be deemed to give any Employee or other person any right to be retained in any Participating Employer’s employ or in any way limit or restrict any Participating Employer’s right or power to discharge any Employee or other person at any time and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant in this Plan.

6

SECTION 3

BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA

3.1Amount of Pension.

3.1.1       General Rule.       A Participant of this Plan whose benefit under the Pension Plan is determined all or in part by the traditional final average pay formula, shall be entitled to a pension benefit determined under this Plan that is the Actuarial Equivalent of  the sum of:

(a)The monthly pension benefit of the Participant transferred to this Plan as determined under Section 3 of SPP V, and

(b)The excess, if any, of:

(i)The monthly pension benefit of the Participant as determined under the Pension Plan, based on the “traditional formula” (Article VI of the Pension Plan) if such formula were applied:

(A)without regard to the maximum benefit limits imposed by Code section 415;

(B)without regard to the maximum compensation limits imposed by Code section 401(a)(17);

(C)without regard to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Pension Plan; and

(D)as if the definition of “certified earnings” for a plan year included compensation that would have been paid in the plan year in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation.

Over

(ii)The sum of:

(A)The monthly pension benefit of the Participant as determined under the Pension Plan, based on the “traditional formula” (Article VI of the Pension Plan);

(B)The pension benefit of the Participant transferred to this Plan as determined under Section 3 of SPP V, and

(C)The pension benefit of the Participant as determined under Section 3 of the SPP I.

Such benefit will be determined as of the date of transfer as provided in Section 6.

7

3.1.2       Death Benefit.  If a Participant dies prior to receiving a transfer of his or her benefit determined under this Section 3, the death benefit to be transferred pursuant to Section 6 will be calculated in the same manner as the Participant’s benefit under this Section 3, and for purposes of Section 3.1.1, as if the Participant were alive and entitled to a benefit under the Pension Plan, the SPP V, and the SPP I as of his or her date of death.

3.2          Rehire.  If a Participant or former Participant is rehired and eligible to participate in this Plan, then a Participant’s service prior to reemployment will be considered for benefit purposes only to the extent such service would be recognized for benefit purposes under the traditional final average pay formula of the Pension Plan.

8

SECTION 4

BENEFIT — PERSONAL PENSION ACCOUNT

4.1Amount of Pension.

4.1.1       General Rule.       A Participant of this Plan whose benefit under the Pension Plan is determined all or in part by the personal pension account formula, shall be entitled to a pension benefit under this Plan that is the Actuarial Equivalent of  the sum of:

(a)The pension benefit of the Participant transferred to this Plan as determined under Section 4 of SPP V, and

(b)the excess, if any, of:

(i)The amount that would have been credited each calendar quarter (including both “pay credits” and “interest credits”) to the Participant’s “personal pension account” under the Pension Plan (Article VII of the Pension Plan), if such account were applied:

(A)without regard to the maximum benefit limits imposed by Code section 415,

(B)without regard to the maximum compensation limits imposed by Code section 401(a)(17), and

(C)as if the definition of “certified earnings” for a plan year included compensation that would have been paid in the plan year in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation.

Over

(ii)The sum of:

(A)The amount of the credits actually made to the Participant’s personal pension account under the Pension Plan;

(B)The pension benefit of the Participant transferred to this Plan as determined under Section 4 of SPP V; and

(C)The pension benefit of the Participant as determined under Section 4 of the SPP I.

Such benefit will be determined as of the date of transfer as provided in Section 6.

4.1.2       Death Benefit.  If a Participant dies prior to receiving a transfer of his or her benefit determined under this Section 4, the death benefit to be transferred pursuant to Section 6 will be calculated in the same manner as the Participant’s benefit under this Section 4.

9

4.2          Rehire.  If a Participant or former Participant is rehired and eligible to participate in this Plan, then a Participant’s service prior to reemployment will be considered for benefit purposes only to the extent such service would be recognized for benefit purposes under the personal pension account formula of the Pension Plan.

10

SECTION 5

VESTING

5.1          General Rule.  A Participant will be vested in his or her benefit under this Plan to the extent he or she is vested in their benefit under the Pension Plan.

5.2          Rehire.   A Participant’s service prior to reemployment will be considered for vesting purposes only to the extent such service would be recognized for vesting purposes under the Pension Plan.

5.3          Transfers to Officer EDCP.  A Participant whose benefit under this Plan is transferred to the Officer EDCP pursuant to Section 6 will no longer have any rights under this Plan effective as of the date of such transfer.

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SECTION 6

TRANSFERS

6.1Benefit Distributions.

6.1.1       Benefit Transfer to Officer EDCP.  No benefits transferred to this Plan from SPP V or benefits accrued and determined under this Plan will be paid directly to Participants.  All vested benefits due under this Plan, as determined under Section 3 and Section 4, will be transferred to the Officer EDCP, and paid to the Participant or Beneficiary pursuant to the terms of the Officer EDCP.

6.1.2       Form and Timing of Benefit Distribution.  Benefits earned under this Plan will be deemed to have a distribution form and timing of an Actuarial Equivalent single lump payment of the vested benefit determined under Sections 3 and 4, as applicable, within 60 days following the one-year anniversary of the date that the Participant incurs a Termination of Employment.  Any benefits earned under this Plan will be subject to the distribution terms of the Officer EDCP, including any provisions regarding the acceleration or delay of distribution (to the extent allowed under Code section 409A).

6.1.3       Transfers from SPP V.  Benefits transferred to this Plan from SPP V will have the distribution timing, form, and rights as provided under SPP V, but upon transfer will be subject to the distribution terms of the Officer EDCP, including any provisions regarding the acceleration or delay of distribution (to the extent allowed under Code section 409A).

6.2          Transfers to Officer EDCP.   A Participant’s vested benefit under this Plan will be transferred to the Officer EDCP as provided below:

6.2.1       Timing of Benefit Transfer.

(a)On or about the April 30 (or the immediately preceding business day) immediately following the calendar year in which a Participant is first eligible to participate in this Plan and has a vested benefit, a Participant will have his or her vested benefit that is determined under this Plan transferred to the Officer EDCP.  The transfer will be an amount equal to the actuarial lump sum present value on March 31 (or the immediately preceding business day) for the Participant’s SPP Benefit accrued through the preceding December 31.  In the case of a Participant who is an executive officer, such transfer will be made and determined on or about the last business day prior to the end of the Company’s fiscal year.

(b)Notwithstanding the foregoing, in the case of a Termination of Employment as defined under Section 1.2.19(a) or a Plan termination upon a Change-in-Control under Section 8.3.2 prior to the date in Section 6.2.1(a), the transfer will be made within 60 days following such event.

6.2.2       Benefit to Be Transferred.  The benefit transferred to the Officer EDCP is the vested benefit accrued and determined under this Plan at the time of transfer to the Officer EDCP provided in Section 6.2.1.  The transfer to the Officer EDCP will not change the payment form, payment timing, or vested status of the benefit determined under this Plan.  After the transfer to the Officer EDCP, the benefit will be subject to the terms of the Officer EDCP, including the acceleration or delay of distributions permitted thereunder.

12

SECTION 7

NATURE OF INTEREST

7.1          Unfunded Obligation.  The obligation of the Participating Employers to provide benefits pursuant to this Plan constitutes only the unsecured (but legally enforceable) promise of the Participating Employers to provide such benefits.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, claims or interests in any specific property or assets of the Company or a Participating Employer, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company.

7.2          Spendthrift Provision.  Except as otherwise provided in this Section 7.2, no Participant or Beneficiary shall have any interest in any benefit which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers.  The Plan Administrator shall not recognize any such effort to convey any interest under this Plan.  No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.  This Section 7.2 shall not prevent the Plan Administrator from exercising, in its discretion, any of the applicable powers and options granted to it under any applicable provision hereof.

7.3          Compensation Recovery (Recoupment).  Notwithstanding any other provision of the Plan, a Participant who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Company’s consolidated financial statements and who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

(a)Any portion of the Participant’s benefit resulting from the receipt of compensation that is subject to recovery under the Recoupment Policy may be forfeited and, in such event, a corresponding adjustment will be made to the Participant’s benefit under this Plan.

(b)If a Participant (or his or her Beneficiary) is entitled to receive a distribution under this Plan and the Participant is subject to a claim for recovery under the Recoupment Policy, then the Company may, subject to any limitations under Code section 409A, retain all or any portion of the Participant’s (or the Beneficiary’s) taxable distribution, net of state, federal or foreign tax withholding, to satisfy such claim.

13

SECTION 8

ADOPTION, AMENDMENT AND TERMINATION

8.1          Adoption.  With the prior approval of the Plan Administrator, an Affiliate may adopt the Plan and become a Participating Employer by furnishing to the Plan Administrator a certified copy of a resolution of its board of directors adopting the Plan.

8.2          Amendment.

8.2.1       General Rule.  The Board may at any time amend this Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate this Plan; provided, unless such amendment is necessary or reasonable to comply with any changes in law, no amendment shall be effective to decrease the benefits, nature or timing thereof payable under this Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment.  The Committee is authorized to make any amendments to this Plan Statement deemed necessary or desirable by the Committee for the operation and administration of this Plan provided such amendment does not have a material financial impact on the Company.  Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.  Written notice of any amendment shall be given to each Participant then participating in this Plan.

8.2.2       Amendment to Benefit of Executive Officer.  Any amendment to the benefit of an executive officer under this Plan, to the extent approval of such amendment by the board of directors would be required by the Securities and Exchange Commission and its regulations or the rules of any applicable securities exchange, will require the approval of the Board.

8.2.3       No Oral Amendments.  No modification of the terms of this Plan Statement shall be effective unless it is in writing.  No oral representation concerning the interpretation or effect of this Plan Statement shall be effective to amend this Plan Statement.

8.3          Termination.

8.3.1       General Rule.

(a)To the extent necessary or reasonable to comply with any changes in law, the Board may at any time terminate this Plan, provided such termination satisfies the requirements of Code section 409A.

(b)To the extent that a Participant’s benefit under the Plan will be immediately included in the income of the Participant, as determined by a court of competent jurisdiction or the Internal Revenue Service, to the extent permitted under Code section 409A, the Board may terminate this Plan, in whole or in part, as it relates to the impacted Participant.

8.3.2       Plan Termination on Account of a Change-in-Control.  Upon a Change-in-Control the Plan will terminate and the transfer of all amounts under the Plan will be accelerated if and to the extent provided in this Section 8.3.2.

(a)The Plan will be terminated effective as of the first date on which there has occurred both (i) a Change-in-Control under Section 1.2.5(a), and (ii) a funding

14

of the Trust on account of such Change-in-Control (referred to herein as the “Plan termination effective date”) unless, prior to such Plan termination effective date, the Board affirmatively determines that the Plan will not be terminated as of such effective date. The Board will be deemed to have taken action to irrevocably terminate the Plan as of the Plan termination effective date by its failure to affirmatively determine that the Plan will not terminate as of such date.

(b)The determination by the Board under paragraph (a) constitutes a determination that such termination will satisfy the requirements of Code section 409A, including an agreement by the Company that it will take such additional action or refrain from taking such action as may be necessary to satisfy the requirements necessary to terminate and liquidate the Plan under paragraph (c) below.

(c)In the event the Board does not affirmatively determine not to terminate the Plan as provided in paragraph (a), such termination shall be subject to either (i) or (ii), as follows:

(i)If the Change-in-Control qualifies as a “change in control event” for purposes of Code section 409A, transfer of all amounts under the Plan will be accelerated and distributed under the Officer EDCP.

(ii)If the Change-in-Control does not qualify as a “change in control event” for purposes of Code section 409A, transfer of all amounts under the Plan will be accelerated and distributed under the Officer EDCP.

15

SECTION 9

CLAIM PROCEDURES

9.1          Claim Procedures.  Until modified by the Plan Administrator, the claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under the Plan.  An application for a distribution or withdrawal shall be considered as a claim for the purposes of this Section.

9.1.1       Initial Claim.  An individual may, subject to any applicable deadline, file with the Plan Administrator a written claim for benefits under the Plan in a form and manner prescribed by the Plan Administrator.

(a)If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b)The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

9.1.2       Notice of Initial Adverse Determination.  A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant:

(a)the specific reasons for the adverse determination,

(b)references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and

(d)a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

9.1.3       Request for Review.  Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Plan Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits.  Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

9.1.4       Claim on Review.  If the claim, upon review, is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

16

(a)The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b)In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.

(c)The Plan Administrator’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

9.1.5       Notice of Adverse Determination for Claim on Review.  A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant.

(a)the specific reasons for the denial,

(b)references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits,

(d)a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and

(e)a statement of the claimant’s right to bring an action under ERISA section 502(a).

17

9.2          Rules and Regulations.

9.2.1       Adoption of Rules.  Any rule not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

9.2.2       Specific Rules.

(a)No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures.  The Plan Administrator may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Plan Administrator upon request.

(b)All decisions on claims and on requests for a review of denied claims shall be made by the Plan Administrator unless delegated as provided for in the Plan, in which case references in this Section 9 to the Plan Administrator shall be treated as references to the Plan Administrator’s delegate.

(c)Claimants may be represented by a lawyer or other representative at their own expense, but the Plan Administrator reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant.  A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(d)The decision of the Plan Administrator on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Plan Administrator.

(e)In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

(f)The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(g)The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(h)The Plan Administrator may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

9.3          Limitations and Exhaustion.

9.3.1       Claims.  No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or

18

reasonably should have known) of the general nature of the dispute giving rise to the claim.  Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

9.3.2       Lawsuits.  No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum within two (2) years from the earlier of:

(a)the date the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or

(b)the date the claim was denied.

9.3.3       Exhaustion of Remedies.  These administrative procedures are the exclusive means for resolving any dispute arising under this Plan.  As to such matters:

(a)no Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and

(b)determinations by the Plan Administrator (including determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

9.3.4       Imputed Knowledge.  For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

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SECTION 10

PLAN ADMINISTRATION

10.1Plan Administration.

10.1.1     Administrator.  The Company is the “administrator” of the Plan for purposes of 3(16)(A) of ERISA.  Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of the Plan and make all decisions and determinations.

10.1.2     Authority and Delegation.  Except in cases where the Plan expressly requires action on behalf of the Company to be taken by the Board, action on behalf of the Company may be taken by any of the following:

(a)The Board.

(b)The Chief Executive Officer of the Company.

(c)The senior Vice President of Human Resources of the Company.

(d)Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are delegated by the Company, by resolution of the Board or by written instrument executed by the Chief Executive Officer or the senior Vice President of Human Resources of the Company and filed with its permanent records, provided action of such person or persons or committee shall be within the scope of said delegation.

10.1.3     Determinations.  The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan.  The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests.

10.1.4     Reliance.  The Plan Administrator may act and rely upon all information reported to it hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

10.1.5     Rules and Regulations.  Any rule, regulation, policy, practice or procedure not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

10.2        Conflict of Interest.  If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

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10.3        Committee Membership and Authority.

10.3.1     Appointment.  The Company may, in its discretion, appoint a committee to act as agent of the Company in performing the duties of the Plan Administrator.

10.3.2     Membership and Authority.  The committee will consist of three or more persons appointed by the Board and shall be subject to the following:

(a)The committee shall act by a majority of its then members by meeting or by writing filed without meeting.

(b)A committee member may resign at any time by giving ten days’ advance written notice to the Company and the other committee members.  The Board may remove a committee member by giving advance written notice to him or her and the other committee members.

(c)The Board may fill any vacancy in the membership of the committee and shall give prompt written notice thereof to the other committee members.  While there is a vacancy in the membership of the committee, the remaining committee members shall have the same powers as the full committee until the vacancy is filled.

(d)A certificate of either the secretary to the committee or a majority of the members of the committee that the committee has taken or authorized any action will be conclusive in favor of any person relying on the certificate.

10.4        Service of Process.  In the absence of any designation to the contrary by the Plan Administrator, the General Counsel of the Plan Administrator is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

10.5        Choice of Law.  Except to the extent that federal law is controlling, this Plan Statement will be construed and enforced in accordance with the laws of the State of Minnesota.

10.6        Responsibility for Delegate.  No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

10.7        Expenses.All expenses of administering the benefits due under this Plan shall be borne by the Participating Employers.

10.8        Errors in Computations.  It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or trustee.  The Company shall have power to cause such equitable adjustments to be made to correct for such errors as the Company, in its sole discretion, considers appropriate.  Such adjustments shall be final and binding on all persons.

10.9        Indemnification.In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer and Employee of the Participating Employers against any and all liabilities, losses, costs or expenses (including legal fees) of whatsoever kind and nature

21

which may be imposed on, incurred by or asserted against such person at any time by reason of such person’s services as an administrator in connection with the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost or expense arises.

10.10      Notice.  Any notice required under this Plan Statement may be waived by the person entitled thereto.

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SECTION 11
CONSTRUCTION

11.1        ERISA Status.  The Plan was adopted and is maintained with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(a)(3) and section 401(a)(1) of ERISA.  The Plan shall be interpreted and administered accordingly.

11.2        IRC Status.  The Plan is intended to be a nonqualified deferred compensation arrangement that will comply in form and operation with the requirements of Code section 409A and the Plan will be construed and administered in a manner that is consistent with and gives effect to such intention.

11.3        Rules of Document Construction.  In the event any provision of the Plan Statement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.  The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the scope, purpose, meaning or intent of any provision hereof.  The provisions of the Plan Statement shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

11.4        References to Laws.  Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so.

11.5        Appendices.  Plan provisions that have application to a limited number of Participants or that otherwise do not apply equally to all Participants may be described in an appendix to the Plan Statement.  In the event of a conflict between the terms of an appendix and the terms of the remainder of the Plan Statement, the terms of the appendix control.

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EX-10.(G)

Exhibit 10(G)

TARGET CORPORATION

SPP III

(2010 Plan Statement)

Effective January 13, 2010

As Amended and Restated

TARGET CORPORATION

SPP III

(2010 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS	1
1.1 History	1
1.2 Definitions	1
1.2.1 Actuarial Equivalent	1
1.2.2 Affiliate	1
1.2.3 Beneficiary	1
1.2.4 Board	1
1.2.5 Change-in-Control	1
1.2.6 Code	2
1.2.7 Committee	2
1.2.8 Company	3
1.2.9 Officer	3
1.2.10 Officer EDCP	3
1.2.11 Participant	3
1.2.12 Participating Employer	3
1.2.13 Pension Plan	3
1.2.14 Plan	3
1.2.15 Plan Administrator	3
1.2.16 Plan Rules	3
1.2.17 Plan Statement	3
1.2.18 Termination of Employment	3
1.2.19 Trust	4
SECTION 2 PARTICIPATION	5
2.1 Eligibility	5
2.2 Termination of Participation	5
2.3 Rehire	5
2.4 Effect on Employment	5
SECTION 3 BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA	6
3.1 Amount of Pension	6
SECTION 4 VESTING	8
4.1 General Rule	8
4.2 Transfers to Officer EDCP	8
SECTION 5 TRANSFERS	9
5.1 Benefit Distributions	9
5.2 Transfers to Officer EDCP	9
SECTION 6 NATURE OF INTEREST	10
6.1 Unfunded Obligation	10
6.2 Spendthrift Provision	10

6.3 Compensation Recovery (Recoupment)	10
SECTION 7 ADOPTION, AMENDMENT AND TERMINATION	11
7.1 Adoption	11
7.2 Amendment	11
7.3 Termination	11
SECTION 8 CLAIM PROCEDURES	13
8.1 Claim Procedures	13
8.2 Rules and Regulations	15
8.3 Limitations and Exhaustion	15
SECTION 9 PLAN ADMINISTRATION	17
9.1 Plan Administration	17
9.2 Conflict of Interest	17
9.3 Committee Membership and Authority	18
9.4 Service of Process	18
9.5 Choice of Law	18
9.6 Responsibility for Delegate	18
9.7 Expenses	18
9.8 Errors in Computations	18
9.9 Indemnification	18
9.10 Notice	19
SECTION 10 CONSTRUCTION	20
10.1 ERISA Status	20
10.2 IRC Status	20
10.3 Rules of Document Construction	20
10.4 References to Laws	20
10.5 Appendices	20

2

SECTION 1
INTRODUCTION; DEFINITIONS

1.1History.  The Company originally established this Plan (formerly known as the Target Corporation Supplemental Pension Plan III) effective as of January 1, 1995.  The Plan is a non-qualified, unfunded plan intended to provide certain pension benefits for a select group of management or highly compensated employees who are officers that cannot be provided under the Pension Plan due to certain limitations imposed by the Code.  The Plan is intended to be a “top hat plan” as defined under the Employee Retirement Income Security Act of 1974, as amended from time to time.   Effective as of November 8, 2000, no additional Officers could become eligible to participate in this Plan.  Effective April 30, 2002, for all Officers who had attained age 55, the Company transferred the present value of the vested benefit due under this Plan to the Officer EDCP.  After such transfer, no benefits were due or payable from this Plan. Further, after the transfer, the individuals would no longer participate in this Plan or be eligible for further accruals under this Plan.  Effective January 1, 2005 (and other effective dates as specifically provided), this Plan was operated in compliance with Code section 409A.  The Plan, which is intended to comply with Code section 409A, was amended and restated effective January 1, 2009.  This Plan Statement, which was amended to include the Company’s recoupment policy, is effective January 13, 2010.

1.2Definitions.  Terms used herein with initial capital letters will have same meaning as those used in the Pension Plan except as otherwise defined below or where the context clearly indicates to the contrary.

1.2.1Actuarial Equivalent.  An “Actuarial Equivalent” will be determined by using such factors and assumptions as the Company considers appropriate in its sole and absolute discretion.

1.2.2Affiliate.  An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

1.2.3Beneficiary.  The “Beneficiary” is the “Beneficiary” as defined under the Officer EDCP.

1.2.4Board “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

1.2.5Change-in-Control.

(a)A “Change-in-Control” shall be deemed to have occurred if:

(i)50% or more of the directors of the Company shall be persons other than persons

(A)for whose election proxies shall have been solicited by the Board, or

(B)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, or

(ii)30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company), other than an entity resulting from a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, or

(iii)the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv)approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this 1.2.5, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company.

1.2.6Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.7Committee. “Committee” means the administrative committee appointed in accordance with Section 9.3.

2

1.2.8Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

1.2.9Officer.  An “Officer” is a member of the executive committee and any other Employee who is designated and categorized as an officer of the Company by the Company’s Chief Executive Officer.

1.2.10Officer EDCP.  “Officer EDCP” means the Target Corporation Officer EDCP.

1.2.11Participant.  A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of Section 2.  An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date of the Participant’s death or, if earlier, the date when the Participant is no longer eligible and upon which the Participant no longer has a benefit due under this Plan (that is, a transfer of the benefit has been made pursuant to Section 6, or the Participant’s benefit under this Plan wears away, or the Participant’s benefit under this Plan has been forfeited as hereinafter provided).

1.2.12Participating Employer.  “Participating Employer” means the Company.

1.2.13Pension Plan.  “Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

1.2.14Plan.  “Plan” means this Target Corporation SPP III (formerly known as the Target Corporation Supplemental Pension Plan III).

1.2.15Plan Administrator. “Plan Administrator” means the Company or, if affirmatively designated by the Company, some other individual or committee.

1.2.16Plan Rules.  “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 9.1.5.

1.2.17Plan Statement.  “Plan Statement” means this document entitled “Target Corporation SPP III (2010 Plan Statement),” as adopted by the Company, effective as of January 13, 2010, as the same may be amended from time to time.

1.2.18Termination of Employment.

(a)For purposes of determining entitlement to or the amount of benefits under the Plan, “Termination of Employment” means a severance of a Participant’s employment relationship with each Participating Employer and all Affiliates, for any reason.

(b)For purposes of determining when a distribution will be made under the Plan, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Participating Employer, all Affiliates and Participant reasonably anticipate that the level of bona fide future services to be performed by the Participant for the Participating Employer and all Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.

3

(c)A bona fide leave of absence that is six months or less, or during which an individual retains a reemployment right, will not cause a Termination of Employment.  In the case of a leave of absence without a right of reemployment that exceeds the time periods described in this paragraph, a Termination of Employment will be deemed to occur once the leave of absence exceeds six months.

(d)Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

1.2.19Trust.  “Trust” means the Target Corporation Deferred Compensation Trust Agreement, dated January 1, 2009 by and between the Company and State Street Bank and Trust Company, as it is amended from time to time, or similar trust agreement.

4

SECTION 2

PARTICIPATION

2.1Eligibility.  An Employee who is an Officer previously designated as eligible to participate in this Plan by the Chief Executive Officer of the Company prior to November 8, 2000 is eligible to participate in this Plan on and after the date he:

(a)is an active participant in the Pension Plan; and

(b)has attained the age of 55.

2.2Termination of Participation.  Except as otherwise specifically provided in this Plan, an Employee who ceases to satisfy the requirements of Section 2.1 or whose benefit is transferred to the Officer EDCP pursuant to Section 5.2 is not eligible to continue to participate in this Plan, and will not accrue any additional benefits under this Plan.  The Participant’s benefit under this Plan will continue to be governed by the terms of this Plan until such time as the Participant’s benefit is transferred, wears away, or is forfeited in accordance with the terms of this Plan.  A Participant or Beneficiary will cease to be such as of the date on which his entire benefit under this Plan has been transferred, wears away, or forfeited.

2.3Rehire.  A Participant under this Plan who incurs a Termination of Employment and is rehired will not be eligible to participate in this Plan.

2.4Effect on Employment.

2.4.1Not a Term of Employment.  Neither the terms of this Plan Statement nor the benefits under this Plan or the continuance thereof shall be a term of the employment of any Employee.

2.4.2Not an Employment Contract.  The Plan is not and shall not be deemed to constitute a contract of employment between any Participating Employer and any Employee or other person, nor shall anything herein contained be deemed to give any Employee or other person any right to be retained in any Participating Employer’s employ or in any way limit or restrict any Participating Employer’s right or power to discharge any Employee or other person at any time and to treat him without regard to the effect that such treatment might have upon him as a Participant in this Plan.

5

SECTION 3

BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA

3.1Amount of Pension.

3.1.1General Rule.A Participant of this Plan shall be entitled to a pension benefit under this Plan that is the Actuarial Equivalent of  the excess, if any, of:

(a)The pension benefit of the Participant as determined under Article VI of the Pension Plan applied:

(i)without regard to the maximum benefit limits imposed by Code section 415,

(ii)without regard to the maximum compensation limits imposed by Code section 401(a)(17),

(iii)without regard to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Pension Plan,

(iv)as if the definition of “certified earnings” for a plan year included compensation that would have been paid in the plan year in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation, and

(v)for purposes of the early reduction factors used under the Pension Plan, as if the Participant was five years older than his actual age (but in no case shall  the Participant’s age be deemed to be greater than age 65).

Over

(b)The pension benefit of the Participant as determined under Article VI of the Pension Plan applied:

(i)without regard to the maximum benefit limits imposed by Code section 415,

(ii)without regard to the maximum compensation limits imposed by Code section 401(a)(17),

(iii)without regard to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Pension Plan, and

(iv)as if the definition of “certified earnings” for a plan year included compensation that would have been paid in the plan year in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation.

Such benefit will be determined as of the date of transfer as provided in Section 5.

6

3.1.2Death Benefit.  Subject to the vesting requirements of Section 4, if a Participant dies prior to a transfer of his benefit under this Section 3, the death benefit to be transferred pursuant to Section 5 will be calculated in the same manner as the Participant’s benefit under this Section 3, and for purposes of Section 3.1.1, as if the Participant were alive and entitled to a benefit under the Pension Plan and the Officer EDCP as of his date of death.

7

SECTION 4
VESTING

4.1General Rule.  A Participant will be vested in his benefit under this Plan, unless:

(a)The Participant incurs a Termination of Employment as defined in Section 1.2.18(a)  prior to attaining age 55, or

(b)The Participant is entitled to payments under an income continuation plan or policy of an Affiliate.

4.2Transfers to Officer EDCP.  A Participant whose benefit under this Plan is transferred to the Officer EDCP pursuant to Section 5 will no longer have any rights under this Plan effective as of the date of such transfer.

8

SECTION 5
TRANSFERS

5.1Benefit Distributions.

5.1.1Benefit Transfer to Officer EDCP.  No benefits accrued under this Plan will be paid directly to Participants or Beneficiaries.  All vested benefits due under this Plan, as determined under Section 3, will be transferred to the Officer EDCP, and paid to the Participant or Beneficiary pursuant to the terms of the Officer EDCP.

5.1.2Form and Timing of Benefit Distribution.  Benefits earned under this Plan will be paid in the form of twenty-four (24) monthly installment payments commencing within 60 days following the date that the Participant incurs a Termination of Employment.  Any benefits earned under this Plan will be  transferred to the Officer EDCP and subject to the distribution terms of the Officer EDCP, including any provisions regarding the acceleration or delay of distribution (to the extent allowed under Code section 409A).

5.2Transfers to Officer EDCP.   A Participant’s vested benefit under this Plan will be transferred to the Officer EDCP as provided below:

5.2.1Timing of Benefit Transfer.

(a)On or about the last business day prior to the end of the Company’s fiscal year immediately following the calendar year in which a Participant is first eligible for a benefit under this Plan, a Participant will have his or her benefit determined under this Plan and transferred to the Officer EDCP.  The transfer will be an amount equal to the actuarial lump sum present value of the Participant’s benefit accrued under this Plan.

(b)Notwithstanding the foregoing, in the case of a Termination of Employment as defined under Section 1.2.18(a) or a Plan termination on account of a Change-in-Control under Section 7.3.2 prior to the date in Section 5.2.1(a), the transfer will be made within 60 days following such event.

5.2.2Benefit to Be Transferred.  The benefit transferred to the Officer EDCP is the vested benefit accrued under this Plan and determined at the time of transfer to the Officer EDCP provided in Section 5.2.1.  The transfer to the Officer EDCP will not change the payment form, payment timing, or vested status of the benefit determined under this Plan.  After the transfer to the Officer EDCP, the benefit will thereafter be subject to the terms of the Officer EDCP, including the acceleration or delay of distributions permitted thereunder.

9

SECTION 6
NATURE OF INTEREST

6.1Unfunded Obligation.  The obligation of the Participating Employers to provide benefits pursuant to this Plan constitutes only the unsecured (but legally enforceable) promise of the Participating Employers to provide such benefits.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, claims or interests in any specific property or assets of the Company or a Participating Employer, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company.

6.2Spendthrift Provision.  Except as otherwise provided in this Section 6.2, no Participant or Beneficiary shall have any interest in any benefit which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers.  The Plan Administrator shall not recognize any such effort to convey any interest under this Plan.  No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.  This Section 6.2 shall not prevent the Plan Administrator from exercising, in its discretion, any of the applicable powers and options granted to it under any applicable provision hereof.

6.3Compensation Recovery (Recoupment).  Notwithstanding any other provision of the Plan, a Participant who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Company’s consolidated financial statements and who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

(a)Any portion of the Participant’s benefit resulting from the receipt of compensation that is subject to recovery under the Recoupment Policy may be forfeited and, in such event, a corresponding adjustment will be made to the Participant’s benefit under this Plan.

(b)If a Participant (or his or her Beneficiary) is entitled to receive a distribution under this Plan and the Participant is subject to a claim for recovery under the Recoupment Policy, then the Company may, subject to any limitations under Code section 409A, retain all or any portion of the Participant’s (or the Beneficiary’s) taxable distribution, net of state, federal or foreign tax withholding, to satisfy such claim.

10

SECTION 7

ADOPTION, AMENDMENT AND TERMINATION

7.1Adoption.  With the prior approval of the Plan Administrator, an Affiliate may adopt the Plan and become a Participating Employer by furnishing to the Plan Administrator a certified copy of a resolution of its board of directors adopting the Plan.

7.2Amendment.

7.2.1General Rule.  The Board may at any time amend this Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate this Plan; provided, unless such amendment is necessary or reasonable to comply with any changes in law, no amendment shall be effective to decrease the benefits, nature or timing thereof payable under this Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment.  The Committee is authorized to make any amendments to this Plan Statement deemed necessary or desirable by the Committee for the operation and administration of this Plan provided such amendment does not have a material financial impact on the Company.  Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.  Written notice of any amendment shall be given to each Participant then participating in this Plan.

7.2.2Amendment to Benefit of Executive Officer.  Any amendment to the benefit of an executive officer under this Plan, to the extent approval of such amendment by the board of directors would be required by the Securities and Exchange Commission and its regulations or the rules of any applicable securities exchange, will require the approval of the Board.

7.2.3No Oral Amendments.  No modification of the terms of this Plan Statement shall be effective unless it is in writing.  No oral representation concerning the interpretation or effect of this Plan Statement shall be effective to amend this Plan Statement.

7.3Termination.

7.3.1General Rule.

(a)To the extent necessary or reasonable to comply with any changes in law, the Board may at any time terminate this Plan, provided such termination satisfies the requirements of Code section 409A.

(b)To the extent that a Participant’s benefit under the Plan will be immediately included in the income of the Participant, as determined by a court of competent jurisdiction or the Internal Revenue Service, to the extent permitted under Code section 409A, the Board may terminate this Plan, in whole or in part, as it relates to the impacted Participant.

7.3.2Plan Termination on Account of a Change-in-Control.  Upon a Change-in-Control the Plan will terminate and the transfer of all amounts under the Plan will be accelerated if and to the extent provided in this Section 7.3.2.

(a)The Plan will be terminated effective as of the first date on which there has occurred both (i) a Change-in-Control under Section 1.2.5(a), and (ii) a funding

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of the Trust on account of such Change-in-Control (referred to herein as the “Plan termination effective date”) unless, prior to such Plan termination effective date, the Board affirmatively determines that the Plan will not be terminated as of such effective date. The Board will be deemed to have taken action to irrevocably terminate the Plan as of the Plan termination effective date by its failure to affirmatively determine that the Plan will not terminate as of such date.

(b)The determination by the Board under paragraph (a) constitutes a determination that such termination will satisfy the requirements of Code section 409A, including an agreement by the Company that it will take such additional action or refrain from taking such action as may be necessary to satisfy the requirements necessary to terminate and liquidate the Plan under paragraph (c) below.

(c)In the event the Board does not affirmatively determine not to terminate the Plan as provided in paragraph (a), such termination shall be subject to either (i) or (ii), as follows:

(i)If the Change-in-Control qualifies as a “change in control event” for purposes of Code section 409A, transfer of all amounts under the Plan will be accelerated and distributed under the Officer EDCP.

(ii)If the Change-in-Control does not qualify as a “change in control event” for purposes of Code section 409A, transfer of all amounts under the Plan will be accelerated and distributed under the Officer EDCP.

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SECTION 8
CLAIM PROCEDURES

8.1Claim Procedures.  Until modified by the Plan Administrator, the claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under the Plan.  An application for a distribution or withdrawal shall be considered as a claim for the purposes of this Section.

8.1.1Initial Claim.  An individual may, subject to any applicable deadline, file with the Plan Administrator a written claim for benefits under the Plan in a form and manner prescribed by the Plan Administrator.

(a)If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b)The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

8.1.2Notice of Initial Adverse Determination.  A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant:

(a)the specific reasons for the adverse determination,

(b)references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and

(d)a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

8.1.3Request for Review.  Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Plan Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits.  Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

8.1.4Claim on Review.  If the claim, upon review, is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

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(a)The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b)In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.

(c)The Plan Administrator’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

8.1.5Notice of Adverse Determination for Claim on Review.  A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant.

(a)the specific reasons for the denial,

(b)references to the specific provisions of the Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits,

(d)a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and

(e)a statement of the claimant’s right to bring an action under ERISA section 502(a).

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8.2Rules and Regulations.

8.2.1Adoption of Rules.  Any rule not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

8.2.2Specific Rules.

(a)No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures.  The Plan Administrator may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Plan Administrator upon request.

(b)All decisions on claims and on requests for a review of denied claims shall be made by the Plan Administrator unless delegated as provided for in the Plan, in which case references in this Section 9 to the Plan Administrator shall be treated as references to the Plan Administrator’s delegate.

(c)Claimants may be represented by a lawyer or other representative at their own expense, but the Plan Administrator reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant.  A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(d)The decision of the Plan Administrator on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Plan Administrator.

(e)In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim for benefits.

(f)The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(g)The claims and review procedures shall be administered with appropriate safeguards so that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(h)The Plan Administrator may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

8.3Limitations and Exhaustion.

8.3.1Claims.  No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or

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reasonably should have known) of the general nature of the dispute giving rise to the claim.  Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

8.3.2Lawsuits.  No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum within two (2) years from the earlier of:

(a)the date the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or

(b)the date the claim was denied.

8.3.3Exhaustion of Remedies.  These administrative procedures are the exclusive means for resolving any dispute arising under this Plan.  As to such matters:

(a)no Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and

(b)determinations by the Plan Administrator (including determinations as to whether the claim was timely filed) shall be afforded the maximum deference permitted by law.

8.3.4Imputed Knowledge.  For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

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SECTION 9
PLAN ADMINISTRATION

9.1Plan Administration.

9.1.1Administrator.  The Company is the “administrator” of the Plan for purposes of 3(16)(A) of ERISA.  Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of the Plan and make all decisions and determinations.

9.1.2Authority and Delegation.  Except in cases where the Plan expressly requires action on behalf of the Company to be taken by the Board, action on behalf of the Company may be taken by any of the following:

(a)The Board.

(b)The Chief Executive Officer of the Company.

(c)The senior Vice President of Human Resources of the Company.

(d)Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are delegated by the Company, by resolution of the Board or by written instrument executed by the Chief Executive Officer or the senior Vice President of Human Resources of the Company and filed with its permanent records, provided action of such person or persons or committee shall be within the scope of said delegation.

9.1.3Determinations.  The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan.  The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe the Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests.

9.1.4Reliance.  The Plan Administrator may act and rely upon all information reported to it hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

9.1.5Rules and Regulations.  Any rule, regulation, policy, practice or procedure not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

9.2Conflict of Interest.  If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

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9.3Committee Membership and Authority.

9.3.1Appointment.  The Company may, in its discretion, appoint a committee to act as agent of the Company in performing the duties of the Plan Administrator.

9.3.2Membership and Authority.  The committee will consist of three or more persons appointed by the Board and shall be subject to the following:

(a)The committee shall act by a majority of its then members by meeting or by writing filed without meeting.

(b)A committee member may resign at any time by giving ten days’ advance written notice to the Company and the other committee members.  The Board may remove a committee member by giving advance written notice to him or her and the other committee members.

(c)The Board may fill any vacancy in the membership of the committee and shall give prompt written notice thereof to the other committee members.  While there is a vacancy in the membership of the committee, the remaining committee members shall have the same powers as the full committee until the vacancy is filled.

(d)A certificate of either the secretary to the committee or a majority of the members of the committee that the committee has taken or authorized any action will be conclusive in favor of any person relying on the certificate.

9.4Service of Process.  In the absence of any designation to the contrary by the Plan Administrator, the General Counsel of the Plan Administrator is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

9.5Choice of Law.  Except to the extent that federal law is controlling, this Plan Statement will be construed and enforced in accordance with the laws of the State of Minnesota.

9.6Responsibility for Delegate.  No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

9.7Expenses.All expenses of administering the benefits due under this Plan shall be borne by the Participating Employers.

9.8Errors in Computations.  It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or trustee.  The Company shall have power to cause such equitable adjustments to be made to correct for such errors as the Company, in its sole discretion, considers appropriate.  Such adjustments shall be final and binding on all persons.

9.9Indemnification.In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer and Employee of the Participating Employers against any

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and all liabilities, losses, costs or expenses (including legal fees) of whatsoever kind and nature which may be imposed on, incurred by or asserted against such person at any time by reason of such person’s services as an administrator in connection with the Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost or expense arises.

9.10Notice.  Any notice required under this Plan Statement may be waived by the person entitled thereto.

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SECTION 10

CONSTRUCTION

10.1ERISA Status.  The Plan was adopted and is maintained with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(a)(3) and section 401(a)(1) of ERISA.  The Plan shall be interpreted and administered accordingly.

10.2IRC Status.  The Plan is intended to be a nonqualified deferred compensation arrangement that will comply in form and operation with the requirements of Code section 409A and the Plan will be construed and administered in a manner that is consistent with and gives effect to such intention.

10.3Rules of Document Construction.  In the event any provision of the Plan Statement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of the Plan.  The titles given to the various Sections of the Plan Statement are inserted for convenience of reference only and are not part of the Plan Statement, and they shall not be considered in determining the scope, purpose, meaning or intent of any provision hereof.  The provisions of the Plan Statement shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

10.4References to Laws.  Any reference in the Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so.

10.5Appendices.  Plan provisions that have application to a limited number of Participants or that otherwise do not apply equally to all Participants may be described in an appendix to the Plan Statement.  In the event of a conflict between the terms of a Plan Statement appendix and the terms of the remainder of the Plan Statement, the terms of the Plan Statement appendix control.

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EX-10.(H)

Exhibit 10(H)

TARGET CORPORATION

OFFICER DEFERRED COMPENSATION PLAN

ARTICLE 1

PURPOSE

The purpose of this Target Corporation Officer Deferred Compensation Plan, formerly known as the Target Corporation Deferred Compensation Plan — Senior Management Group,  (the “Plan”) is to provide a means whereby Target Corporation (the “Company”) may afford financial security to a select group of employees who are in the Senior Management Group of the Company and its subsidiaries and who have rendered and continue to render valuable services to the Company or its subsidiaries and who make an important contribution towards the Company’s continued growth and success, by providing for additional future compensation so that such employees may be retained and their productive efforts encouraged.  Participants ceased to be eligible to defer Earnings into the Plan after December 31, 1996.  The Plan, which is intended to comply with Code section 409A, was amended and restated effective January 1, 2009.  This Plan document, which was amended to incorporate the Company’s recoupment policy, is effective January 13, 2010.

ARTICLE 2

DEFINITIONS AND CERTAIN PROVISIONS

Active Status.  “Active Status” means the Participant is currently employed by the Company or has terminated employment under Normal or Early Retirement or under other conditions described in Section 5.2 and has not yet begun to receive payments from the Plan associated with a particular Deferral Account.

Affiliate.  An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

Beneficiary.  “Beneficiary” means the person or persons designated as such in accordance with Article 6.

Benefit Deferral Period.  “Benefit Deferral Period” means that period of one (1) or four (4) Plan Years as determined pursuant to Article 4 over which a Participant defers a portion of such Participant’s Earnings.

Committee.  “Committee” means the plan administration committee appointed to administer the Plan pursuant to Article 3.

Cumulative Deferral Amount.  “Cumulative Deferral Amount” means the total cumulative amount by which a Participant’s Earnings must be reduced over the period prescribed in Section 4.1.  If for a Plan Year a Matching Allocation for an Employee who is a member of the Senior Management Group of the Company pursuant to the Target Corporation Supplemental Retirement, Savings and Employee Stock Ownership Plan (“SRSP”) cannot be made because the Before Tax Deposits or After Tax Deposits elected by the Employee are reduced to comply with the provisions of the SRSP, “Cumulative Deferral Amount” also includes the amount of the Matching Allocation that cannot be made.

Declared Rate.  “Declared Rate” means with respect to any Plan Year the applicable rate announced in advance by the Committee for such Plan Year.  Under no circumstances shall the minimum rate be less than twelve percent (12%) per annum and the maximum rate shall not exceed twenty percent (20%) per annum.  The rate to be announced, subject to the minimum and maximum percentages referenced above, shall be a calculated rate using the following formula:

Moody’s Corporate Bond Yield Average.  Monthly Average Corporates as published by Moody’s Investors Service, Inc. or its successor (or if said index is no longer available, its successor index, or if no successor index exists, such other index as selected by the Committee as most closely replicates the measure produced by said Moody index) for the month of June for the year preceding the subject Plan Year to which the Declared Rate shall apply, said rate of return to be rounded to the nearest ..10% of said reported rate, to which percentage rate shall be added six (6) percentage points (e.g. an index of  7.16% rounded to 7.20%  plus 6% equals a 13.2% “Declared Rate”).  Provided however, if any tax or insurance change shall occur which in the reasoned judgment of the Committee shall have an ongoing adverse economic effect on the underlying COLI financing assumptions related to the Plan, then the Committee may adjust said Declared Rate to reflect such adverse economic impact but in no event below the twelve percent (12%) minimum referenced in the first paragraph hereof.

Deferral Account. “Deferral Account” means the account maintained on the books of account of the Company pursuant to Section 4.4.

Early Retirement.  “Early Retirement” means the Participant’s Termination of Employment for a reason other than death on or after the date the Participant attains age 55 and prior to the date the Participant attains age 65.

Earnings.  “Earnings” means the base pay and incentive pay paid to a Participant by the Company or a subsidiary, excluding car and other allowances and other cash and non-cash compensation.

Eligible Employee.  “Eligible Employee” means each Employee in the Senior Management Group of the Company who executes an Enrollment Agreement to participate in the Plan.

Employee.  “Employee” means any person employed by the Employer on a regular salaried basis, including officers of the Employer.

Employer.  “Employer” means the Company and any of its wholly owned subsidiaries.

Enrollment Agreement.  “Enrollment Agreement” means the written agreement entered into by the Employer and an Eligible Employee pursuant to which the Eligible Employee becomes a Participant in the Plan.  In the sole discretion of the Company, authorization forms filed by any Participant by which the Participant makes the elections provided for by this Plan may be treated as a completed and fully executed Enrollment Agreement for all purposes under the Plan.

Normal Retirement.  “Normal Retirement” means the Termination of Employment of a Participant with the Employer for reasons other than death on or after the date the Participant attains age 65.

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Participant.  “Participant” means an Eligible Employee who has filed a completed and executed Enrollment Agreement or authorization form with the Committee and is participating in the Plan in accordance with the provisions of Article 4.  “Participant” also means an Employee who is a member of the Senior Management Group of the Company who has a Cumulative Deferral Amount based on Matching Allocation that could not be made to the SRSP.

Pay Status.  “Pay Status” means that the Participant has had a Termination of Employment with the Company and has begun to receive payments from the Plan associated with a particular Deferral Account.

Plan Year.  “Plan Year” means the calendar year beginning January 1 and ending December 31.

Specified Employee.  For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if on his or her Termination of Employment, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual is a “key employee” (defined below).  For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), (ii) or (iii) (without regard to Code section 416(i)(5)).  An individual will not be treated as a Specified Employee if the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.

Termination of Employment.

(a)For purposes of determining entitlement to or amount of benefits under the Plan, “Termination of Employment” means a severance of a Participant’s employment relationship with the Employer and all other Affiliates, for any reason.

(b)For purposes of determining when a distribution will be made under the Plan, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Employer, all other Affiliates, and Participant reasonably anticipate that the level of bona fide future services to be performed by the Participant for the Employer and all other Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.

(c)A bona fide leave of absence that is six months or less, or during which an individual retains a reemployment right, will not cause a Termination of Employment.  In the case of a leave of absence without a right of reemployment that exceeds the time periods described in this paragraph, a Termination of Employment will be deemed to occur once the leave of absence exceeds six months.

(d)Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

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ARTICLE 3

ADMINISTRATION OF THE PLAN

A Committee shall be appointed by the Chief Executive Officer of the Company to administer the Plan and to establish, adopt or revise such rules and regulations as it may deem necessary or advisable for the administration of the Plan.  The Committee shall have discretionary authority to determine eligibility for benefits and to construe the terms of the Plan.  Interpretations of the Plan by the Committee shall be conclusive.  Members of the Committee shall be eligible to participate in the Plan while serving as members of the Committee, but a member of the Committee shall not vote or act upon any matter which relates solely to such member’s interest in the Plan as a Participant.

ARTICLE 4

PARTICIPATION

4.1           Election to Participate.  Effective for Plan Years beginning on and after January 1, 1997, Participants ceased to be eligible to defer Earnings into this Plan.  For Plan Years beginning prior to January 1, 1997, any Employee who is a member of the Senior Management Group of the Company may enroll in the Plan by filing a completed and fully executed Enrollment Agreement or authorization form with the Committee. Pursuant to said Enrollment Agreement or authorization form, the Employee shall irrevocably designate a dollar amount by which the aggregate Earnings of such Participant would be reduced over one (1) or four (4) Plan Years next following the execution of the Enrollment Agreement (the “Benefit Deferral Period”), provided, however, that:

(a)           Minimum Deferral.  The reduction for any Plan Year shall not be less than Five Thousand Dollars ($5,000.00)

(b)           Reduction in Earnings.

(i)            In General.  Except as otherwise provided in this Section 4.1, the Earnings of the Participant for each of the Plan Years in the Benefit Deferral Period shall be reduced by the amount specified in the Enrollment Agreement (including any authorization form) applicable to such Plan Year.

(ii)           Accelerated Reduction.  A Participant may elect in a written notice with the consent of the Committee to increase the amount of the reduction of Earnings otherwise provided for by Section 4.1(b)(i) for any of the Plan Years remaining in the Benefit Deferral Period, provided, however, that any such increase in the reduction of Earnings for any remaining Plan Years in the Benefit Deferral Period shall not increase the Cumulative Deferral Amount, but shall act to shorten the length of the Benefit Deferral Period.

(c)           Maximum Reduction in Earnings.  A Participant may not elect a Cumulative Deferral Amount or an increase in reduction of Earnings pursuant to Section 4.1(b)(ii), or any combination of the two, that would cause the aggregate total reduction in Earnings in any Plan Year to exceed twenty-five percent (25%) of the base pay and one hundred percent (100%) of the incentive pay payable during such Plan Year up to a total of $250,000 per year plus the amount of any payout made pursuant to Section 5.4, or such greater percent of base

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pay and/or incentive pay or greater total amount as the Committee may permit in its sole discretion.  In the event that a Participant elects a Cumulative Deferral Amount or increase in reduction of Earnings that would violate the limitation described in this paragraph (c), the election shall be valid except that the Cumulative Deferral Amount or increase in reduction of Earnings so elected shall automatically be reduced to comply with such limitation, whichever is most appropriate in the sole discretion of the Committee.

4.2           Deferral Accounts.  The Committee shall establish and maintain a separate Deferral Account for each Participant. The amount by which a Participant’s Earnings are reduced pursuant to Section 4.1 shall be credited by the Employer to the Participant’s Deferral Account on the fifteenth (15th) day of the month in which such Earnings would otherwise have been paid.  The Participant’s Deferral Account shall be credited with the annual SRSP lost Matching Allocation on January 15 following the year of the lost Matching Allocation.  Effective for Plan Years beginning on and after January 1, 1997, Participants ceased to be eligible for the annual SRSP lost Matching Allocation.  Such Deferral Account shall be debited by the amount of any payments made by the Employer to the Participant or the Participant’s Beneficiary pursuant to this Plan.

(a)           Normal and Early Retirement Interest.  Each Deferral Account of a Participant who retires as a Normal or Early Retirement shall be deemed to bear interest, in accordance with Appendix A, Section 1, from the date such Deferral Account was established through the date of commencement of payment of the Normal or Early Retirement Benefit at a rate equal to the Declared Rate which is announced by the Committee for each Plan Year.  Following the date of commencement of payment of the Normal or Early Retirement Benefit, a Participant’s Deferral Account shall be deemed to bear interest on the balance of such Deferral Account in accordance with Appendix A, Section 2.

(b)           Other Interest.  In the case of any Termination of Employment other than by Normal or Early Retirement or upon the Participant’s termination of enrollment in this Plan pursuant to Section 5.2(b), the Participant’s Deferral Account shall be deemed to bear interest from the date such Deferral Account was established through the date of the earlier of Termination of Employment or termination of enrollment in this Plan under Section 5.2(c) on the balance in such Deferral Account in accordance with Appendix A, Section 1, except that the interest rate used to calculate interest earned in the Deferral Account shall be ten percent (10%) per annum, provided, however, that if more than five (5) years have elapsed since the first day of the Benefit Deferral Period, the Participant’s Deferral Account shall be deemed to bear interest from the date such Deferral Account was established through the date of the earlier of Termination of Employment or termination of enrollment in this Plan on the balance in such Deferral Account at a rate equal to the Declared Rate which is announced by the Committee for each Plan Year, in accordance with Appendix A, Section 1.  Following the earlier of the date of commencement of payment of the Termination Benefit or the date of termination of enrollment in this Plan, a Participant’s Deferral Account shall be deemed to bear interest on the balance in such Deferral Account in accordance with Appendix A, Section 1, if the Participant is in Active Status with respect to the Deferral Account or in accordance with Appendix A, Section 2, if the Participant is in Pay Status with respect to the Deferral Account.  However, in either case the interest rate used to calculate interest earned in the Deferral Account shall be twelve percent (12%) per annum.  Notwithstanding anything contained herein to the contrary, if a Participant has begun receiving benefits under this Plan and the calculation of future benefits, using the method of calculation set forth on Appendix A causes a reduction in benefits, the future

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payments shall be made in accordance with the method used at the time of the Participant’s initial payment.

4.3           Rollover Deferred Compensation Account.  In its sole discretion, the Committee may permit a Participant to make a special rollover election to transfer any amounts which were previously deferred under the Company’s existing deferred compensation plans to this Plan.  Notwithstanding the foregoing, no such special rollover elections or transfers to this Plan shall be permitted after December 31, 2008.

In such event, the Committee shall establish and maintain a separate Rollover Deferral Account for each Participant who makes a rollover transfer to this Plan.  Such Rollover Deferral Account shall be deemed to bear interest at the same rate and subject to the same conditions as other Deferral Accounts pursuant to Section 4.2.  Each Participant who makes a rollover transfer to a Rollover Deferral Account shall be treated for purposes of determining benefits under the Plan as having a separate Cumulative Deferral Amount and Deferral Account which shall initially be in the amount of the rollover transfer.  A Participant who makes a rollover transfer shall be deemed to waive all rights under the Company’s existing deferred compensation plans from which rollover transfers are made with respect to the amounts transferred to this Plan, including the right to make elections regarding the time or manner of payment as permitted thereunder. Rollover transfers shall be subject to the minimum deferral amount set forth in Section 4.1(a), but shall not be subject to any maximum deferral limitation.

4.4           Valuation of Accounts.  The value of a Deferral Account as of any date shall equal the amounts theretofore credited to such account less any payments debited to such account plus the interest deemed to be earned on such account in accordance with Section 4.2.  Interest shall be credited in accordance with Appendix A.

4.5           Statement of Accounts.  The Committee shall submit to each Participant, within one hundred twenty (120) days after the close of each Plan Year, a statement in such form as the Committee deems desirable setting forth the balance standing to the credit of each Participant in his Deferral Account.

4.6           No Future Deferrals.   No Employee or Participant can make additional deferrals into the Plan.

ARTICLE 5

BENEFITS

5.1           Normal or Early Retirement.  Upon a Participant’s Normal or Early Retirement, the payment of benefits shall commence on the first day of the month following such Termination of Employment, or following such later date which the Participant elected in his Enrollment Agreement (including any authorization form).  A Participant may elect in his Enrollment Agreement (including any authorization form) to have payments commence from one (1) to ten (10) years following Termination of Employment, but not later than age 65 (or five (5) years after the first day of the Benefit Deferral Period, if later).

(a)           Single Participant.  In the case of a Participant who is single when payments commence, the Employer shall make periodic payments to the Participant in an

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amount in accordance with Appendix A, Section 2.B., for the life of the Participant, but not less than fifteen (15) years.  The payments shall be the actuarial equivalent of the aggregate of the Participant’s Deferral Account at the time payments commence and the interest that will accrue on the unpaid balance in such Deferral Account during the payment period pursuant to Section 4.2(a).  The payment amount will be redetermined annually to reflect the changes in the Declared Rate.

(b)           Married Participant.  In the case of a Participant who is married when payments commence, the Employer shall make actuarially reduced payments in accordance with Appendix A, Section 2.B., to the Participant for his life and thereafter, if the Participant is survived by a spouse who was married to the Participant when Normal or Early Retirement Benefit payments commenced, shall continue to make payments to the Participant’s spouse for his life, with payments to be made for an aggregate period of not less than fifteen (15) years.  The payments shall be the actuarial equivalent of the payments which would be made to the Participant pursuant to Section 5.1(a) if he were single.  The monthly amount of payments will be redetermined annually to reflect changes in the Declared Rate.

5.2Termination Benefit.

(a)           Terminations of Employment.  If a Participant has a Termination of Employment for any reason other than death or Normal or Early Retirement, the Employer shall pay to the Participant in one immediate lump sum an amount (the “Termination Benefit”) equal to the value of the Deferral Account as of the date of payment and such Participant shall be entitled to no further benefits under this Plan.  Upon Termination of Employment (as defined in paragraph (a) of that definition) the Participant shall immediately cease to be eligible for any benefits under the Plan other than the Termination Benefit.  Payment will be made as soon as practicable but not more than 90 days following the Participant’s Termination of Employment or at such later time provided in Section 5.3.  Except as provided in paragraph (b) below, no other benefit shall be payable to either the Participant or any Beneficiary of such Participant.

(b)           Certain Terminations of Employment.  If a Participant has a Termination of Employment after attaining age 50, but prior to attaining age 55, and the Participant has worked for the Company for at least 10 years, and has received an ICP Contract under the Company’s Income Continuance Policy that is signed by Participant and Company and not rescinded, the Participant will be entitled to an additional, immediate lump sum distribution equal to the difference between:

(i) The actuarial equivalent lump sum value of the periodic payments scheduled to be made to the Participant determined in accordance with Appendix A, Section 2.B for the life of the Participant, but not less than fifteen (15) years payments; and

(ii)  The value of the Participant’s Deferral Account.

(c)           Termination of Enrollment in Plan.  With the written consent of the Committee, a Participant may terminate his enrollment in the Plan by filing with the Committee a written request to terminate enrollment.  The Committee will consent to the termination of a Participant’s enrollment in the Plan in the event of an unforeseeable financial emergency of the Participant.  An unforeseeable financial emergency shall mean an unexpected need for cash

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arising from an illness, casualty loss, sudden financial reversal or other such unforeseeable occurrence, but only if and to the extent such unforeseeable emergency constitutes an “unforeseeable emergency” under Code section 409A.  Cash needs arising from foreseeable events such as the purchase of a house or education expenses for children shall not be considered to be the result of an unforeseeable financial emergency.  Upon termination of enrollment, no further reductions shall be made in the Participant’s Earnings pursuant to his Enrollment Agreement, and the Participant shall immediately cease to be eligible for any benefits under the Plan other than the Termination Benefit.  No other benefit shall be payable to either the Participant or any Beneficiary of such Participant.  In its sole discretion, to the extent necessary to relieve the unforeseeable emergency, the Committee may pay such benefit on a date earlier than the Participant’s Termination of Employment with the Employer.  Following termination of enrollment in the Plan, a Participant’s Deferral Account shall be deemed to bear interest on the balance in such Deferral Account in accordance with Appendix A, Section 1, except that the interest rate used to calculate interest earned in the Deferral Account shall be twelve percent (12%) per annum.

5.3               Lump Sum Election.  Other provisions of Section 5.1 and Section 5.2 notwithstanding, if a Participant in his Enrollment Agreement (including any authorization form) has elected a lump sum payment to be made after his Termination of Employment, the amount of his Deferral Account (including interest) for the Benefit Deferral Period covered by that Agreement shall be paid to the Participant in a lump sum at the time specified in that Agreement.

5.4               [Deleted]

5.5           Survivor Benefits.  Paragraphs (a) and (b) shall apply to Participants whose death occurs prior to Termination of Employment.  Paragraph (c) reflects the survivor benefit rules that apply to annuity benefits that are payable on account of a Participant’s Termination of Employment.

(a)        If a Participant dies prior to his or her Termination of Employment prior to attaining age 55, the Employer will pay to the Participant’s Beneficiary an annual benefit for the greater of:

(i)  ten (10) years, or

(ii)  until the Participant would otherwise have attained age 65,

in an amount equal to fifty percent (50%) of the Cumulative Deferral Amount; provided, however, if the Committee determines that installment distribution of the Participant’s Deferral Account (determined below) would produce a greater benefit, such Deferral Account balance shall be paid to the Participant’s Beneficiary in equal annual installments in accordance with Appendix A, Section 2.C.2, but over the period specified above.  Payments will commence immediately (within 60 days) following the Participant’s death, and will be made each subsequent anniversary of the Participant’s death.

(b)        If a Participant dies prior to Termination of Employment after attaining age 55, the Employer will pay to the Participant’s Beneficiary the benefit that such Participant would have received had the Participant retired on the day prior to such Participant’s death.  Payments will commence immediately (within 60 days) following the Participant’s death, and will be made each subsequent anniversary of the Participant’s death.  Additionally, if the present

8

value of the benefit described in this Section 5.5(b) is less than the present value of the benefit described in Section 5.5(a), using in each case twelve percent (12%) as the discount factor, then the Beneficiary shall receive an immediate lump sum payment equal to difference of such present values.

(c)        If a Participant (who was unmarried at the commencement of the payment of any Early or Normal Retirement Benefit, or whose spouse who was married to the Participant at the time of commencement of payment of any Early or Normal Retirement Benefit predeceases the Participant) dies after the commencement of the payment of any Early or Normal Retirement Benefit, the Employer will pay to the Participant’s Beneficiary the remaining installments of any such benefit for the balance of the fifteen (15) years minimum payment period.  If a spouse who was married to the Participant at the time of commencement of payment of the Early or Normal Retirement Benefit survives beyond such fifteen (15) years minimum payment period, payments shall continue to be made to the spouse until the spouse’s death.  If the spouse who was married to the Participant at the time of commencement of payment of the Early or Normal Retirement Benefit survives the Participant, but does not survive past the fifteen (15) years minimum payment period, the Employer will pay to the Participant’s Beneficiary the remaining installments of any such benefit for the balance of the fifteen (15) years minimum payment period.  In computing any benefits to be paid following the Participant’s death pursuant to this paragraph (c), the Participant’s Deferral Account shall be deemed to bear interest following the Participant’s death on the balance in such Deferral Account annually in accordance with Appendix A, Section 2.B.

5.6           Small Benefit.  Subject to Section 5.8, in the event that the vested Deferral Account balance under the Plan of a Participant who has died or experienced a Termination of Employment is less than the applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as of the date on which the Company makes such determinations, the Company reserves the right to have the Participant’s entire Deferral Account paid in the form of a single lump sum payment provided the Company’s exercise of discretion complies with the requirements of Treas. Reg. Sec. 1.409A-3(j)(4)(v).

5.7           Withholding.  To the extent required by the law in effect at the time payments are made, the Employer shall withhold from payments made hereunder the minimum taxes that the Employer reasonably determines is required to be withheld by the federal or any state or local government.

5.8           Delay in Payment Required by Code Section 409A.  Notwithstanding any other provision in this Article 5, if a Participant is a Specified Employee at Termination of Employment, then any distributions arising on account of the Participant’s Termination of Employment (other than on account of death) shall be suspended and not be made until (6) months have elapsed since such Participant’s Termination of Employment (or, if earlier, upon the date of the Participant’s death).  Any payments that were otherwise payable during the six-month suspension period referred to in the preceding sentence, will be paid within 60 days after the end of such six-month suspension period.  During the six-month suspension period, delayed payments will earn interest at the Declared Rate.

5.9           Acceleration of Distributions.  The Committee in its sole discretion may exercise discretion to accelerate the distribution of any payment under this Plan to the extent allowed under Code section 409A.

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5.10         Delay of Distributions.  The Committee in its sole discretion may exercise discretion to delay the distribution of any payment under this Plan to the extent allowed under Code section 409A, including, but not limited to, as necessary to maximize the Company’s tax deductions as allowed pursuant to Code section 162(m) or to avoid violation of federal securities or other applicable law.

ARTICLE 6

BENEFICIARY DESIGNATION

Each Participant shall have the right, at any time, to designate any person or persons as Beneficiary or Beneficiaries to whom payment under this Plan shall be made in the event of the Participant’s death prior to complete distribution to the Participant of the benefits due under the Plan.  Each Beneficiary designation shall become effective only when filed in writing with the Committee during the Participant’s lifetime on a form prescribed by the Committee.

The filing of a new Beneficiary designation form will cancel all Beneficiary designations previously filed.  Any finalized divorce or marriage (other than a common law marriage) of a Participant subsequent to the date of filing of a Beneficiary designation form shall revoke such designation unless in the case of divorce the previous spouse was not designated as Beneficiary and unless in the case of marriage the Participant’s new spouse had previously been designated as Beneficiary.  The spouse of a married Participant domiciled in a community property jurisdiction shall join in any designation of Beneficiary or Beneficiaries other than the spouse.

If a Participant fails to designate a Beneficiary as provided above, or if his Beneficiary designation is revoked by marriage, divorce, or otherwise without execution of a new designation, or if all designated Beneficiaries predecease the Participant or die prior to complete distribution of the Participant’s benefits, then the Committee shall direct the distribution of such benefits to the Participant’s estate.

ARTICLE 7

AMENDMENT AND TERMINATION OF PLAN

7.1           Amendment.  The Board of Directors of the Company may at any time amend the Plan, in whole or in part for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate the Plan for future deferrals (excluding from such power to terminate future deferrals those future deferrals provided for in Section 5.4 Early Payout Option); provided, however, that no amendment shall be effective to decrease the benefits, nature or timing thereof payable under the Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment.  Written notice of any amendment shall be given each Participant then participating in the Plan.  Notwithstanding the above, the Board authorizes the Committee to amend the Plan to make any other amendments to this Plan deemed necessary or desirable by the Committee for the operation and administration of this Plan provided such amendment does not have a material financial impact on the Company.  Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.

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7.2Termination of Plan.  The Plan shall terminate only under the following circumstances.

(a)General Rule.  To the extent that a Participant’s benefit under the Plan will be immediately included in the income of the Participant, as determined by a court of competent jurisdiction or the Internal Revenue Service, to the extent permitted under Code section 409A, the Board may terminate this Plan, in whole or in part, as it relates to the impacted Participant.  Upon any such termination of the Plan, the Employer will pay the respective Participant the value of the Participant’s Deferral Accounts in an immediate lump sum, determined as if the Participant had a Termination of Employment on the date of such termination of the Plan as provided under Section 5.2(a) hereof.

(b)Plan Termination and Liquidation on Account of a Change-in-Control.  Upon a Change-in-Control, as defined in Section 7.3 hereof, the Plan will terminate and payment of all amounts under the Plan will be accelerated if and to the extent provided in this Section 7.2(b) hereof.

(i)The Plan will be terminated effective as of the first date on which there has occurred both (i) a Change-in-Control under Section 7.3(a), and (ii) a funding of the trust on account of such Change-in-Control (referred to herein as the “Plan termination effective date”) unless, prior to such Plan termination effective date, the Board affirmatively determines that the Plan will not be terminated as of such effective date. The Board will be deemed to have taken action to irrevocably terminate the Plan as of the Plan termination effective date by its failure to affirmatively determine that the Plan will not terminate as of such date.

(ii)The determination by the Board under paragraph (b)(i) constitutes a determination that such termination will satisfy the requirements of Code section 409A, including an agreement by the Company that it will take such additional action or refrain from taking such action as may be necessary to satisfy the requirements necessary to terminate and liquidate the Plan under paragraph (iii) below.

(iii)In the event the Board does not affirmatively determine not to terminate the Plan as provided in paragraph (b)(i),  such termination shall be subject to either (A) or (B), as follows:

(A)If the Change-in-Control qualifies as a “change in control event” for purposes of Code section 409A, payment of all amounts under the Plan will be accelerated and made in a lump sum as soon a administratively practicable but not more than 90 days following the Plan termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)((ix)(B) have been satisfied.

(B)If the Change-in-Control does not qualify as a “change in control event” for purposes of Code section 409A, payment of all amounts under the Plan will be accelerated and made in a lump sum as soon as administratively practicable but not more than 90 days following the 12 month anniversary of the Plan termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have been satisfied.

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(iv)Any lump sums paid pursuant to this Section 7.2(b) will be calculated as provided in Appendix B of the Target Corporation Deferred Compensation Trust Agreement.

7.3Change-in-Control Definition.

(a)A “Change-in-Control” shall be deemed to have occurred if:

(i)50% or more of the directors of the Company shall be persons other than persons

(A)for whose election proxies shall have been solicited by the Board, or

(B)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, or

(ii)30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company), other than an entity resulting from a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, or

(iii)the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business

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Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv)approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this 7.3, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company.

ARTICLE 8

MISCELLANEOUS

8.1Unsecured General Creditor.  Participants and their Beneficiaries, heirs, successors, and assigns shall have no legal or equitable rights, claims, or interests in any specific property or assets of Employer, nor shall they be beneficiaries of, or have any rights, claims, or interests in any life insurance policies, annuity contracts, or the proceeds therefrom owned or which may be acquired by Employer (“Policies”).  Such Policies or other assets of Employer shall not be held under any trust for the benefit of Participants, their Beneficiaries, heirs, successors, or assigns, or held in any way as collateral security for the fulfilling of the obligations of Employer under this Plan.  Any and all of Employer’s assets and Policies shall be, and remain, the general, unpledged, unrestricted assets of Employer.  Employer’s obligation under the Plan shall be merely that of an unfunded and unsecured promise of Employer to pay money in the future.

8.2Nonassignability.  Neither a Participant nor any other person shall have any right to commute, sell, assign, transfer, pledge, anticipate, mortgage or otherwise encumber, hypothecate or convey in advance of actual receipt the amounts, if any, payable hereunder, or any part thereof, or interest therein which are, and all rights to which are, expressly declared to be unassignable and non-transferable.  No part of the amounts payable shall, prior to actual payment, be subject to seizure or sequestration for the payment of any debts, judgments, alimony or separate maintenance owed by a Participant or any other person, nor be transferable by operation of law in the event of a Participant’s or any other person’s bankruptcy or insolvency.

8.3Compensation Recovery (Recoupment).  Notwithstanding any other provision of the Plan, a Participant who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Company’s consolidated financial statements and who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have

13

all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.  If distributions to or on behalf of a Participant have commenced and the Participant is subject to a claim for recovery under the Recoupment Policy, then the Company may, subject to any limitations under Code section 409A, retain all or any portion of the Participant’s (or his or her Beneficiary’s)  taxable distribution, net of state, federal or foreign tax withholding, to satisfy such claim.

8.4Employment Not Guaranteed.  Nothing contained in this Plan nor any action taken hereunder shall be construed as a contract of employment or as giving any Employee any right to be retained in the employ of the Employer.

8.5Protective Provisions.  Each Participant shall cooperate with the Employer by furnishing any and all information requested by the Employer in order to facilitate the payment of benefits hereunder, taking such physical examinations as the Employer may deem necessary and taking such other relevant action as may be requested by the Employer.  If a Participant refuses so to cooperate, the Employer shall have no further obligation to the Participant under the Plan, other than payment to such Participant of the cumulative reductions in Earnings theretofore made pursuant to this Plan.  If a Participant commits suicide during the two (2) year period beginning on the later of (a) the date of adoption of this Plan or (b) the first day of the first Plan Year of such Participant’s participation in the Plan, or if the Participant makes any material misstatement of information or nondisclosure of medical history, then no benefits will be payable hereunder to such Participant or his Beneficiary, other than payment to such Participant of the cumulative reductions in Earnings theretofore made pursuant to this Plan, provided, that in the Employer’s sole discretion, benefits may be payable in an amount reduced to compensate the Employer for any loss, cost, damage or expense suffered or incurred by the Employer as a result in any way of such misstatement or nondisclosure.

8.6Gender, Singular and Plural.  All pronouns and any variations thereof shall be deemed to refer to the masculine or feminine as the identity of the person or persons may require. As the context may require, the singular may be read as the plural and the plural as the singular.

8.7Captions.  The captions of the articles, sections, and paragraphs of this Plan are for convenience only and shall not control or affect the meaning or construction of any of its provisions.

8.8Validity.  In the event any provision of this Plan is held invalid, void, or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.

8.9Notice.  Any notice or filing required or permitted to be given to the Committee under the Plan shall be sufficient if in writing and hand delivered, or sent by registered or certified mail, to the principal office of the Employer, directed to the attention of the President of the Employer.  Such notice shall be deemed given as of the date of delivery or, if delivery is made by mail, as of the date shown on the postmark on the receipt for registration or certification.

8.10Applicable Law.  This Plan shall be governed and construed in accordance with the laws of the State of Minnesota as applied to contracts executed and to be wholly performed in such state.

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APPENDIX A

Section 1

Participant Deferral Account Interest Crediting While in Active Status Assuming No Further Deferrals

A.A Participant shall receive interest credited monthly equal to the Participant’s beginning-of-year (BOY) Deferral Account balance times the Declared Rate divided by twelve:

Interest crediting occurs up to the day the Participant begins to receive annuity payments from the Plan.

Example of interest credited calculation

BOY Deferral Account balance at 1/1/99	= $500,000.00
Declared Rate	= 13.7%
Declared Rate divided by 12 = 13.7%/12 = 1.1417%
Credited interest for each month of 1999	= $500,000 ´ .011417 = $5,708.50

B.A participant’s Deferral Account balance shall be increased each month by taking the beginning-of-month (BOM) balance plus interest credited for the month to equal the end-of-month (EOM) balance.

BOM balance + monthly interest credited = EOM balance

Example of monthly account growth

BOM balance at 1/1/99	= $500,000.00
Monthly crediting dollars for 1998	= $5,708.50
EOM at 1/31/99	= $500,000.00 + 5,708.50 = $505,708.50
EOM at 2/28/99	= $505,708.500 + 5,708.50 = $511,417.00

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Section 2:

Interest Crediting, Deferral Account Balances, and Payments While in Pay Status

A.Definition of Variables for Participant Payment Calculation

1.“n” = number of payments expected to be made to a Participant and spouse. The number of expected payments shall be determined by: (1) The ages of the Participant and spouse at the time annuity payments first begin. (2) The number of years that the Participant and spouse are expected to live, as determined by an actuarially-based mortality table selected by the Committee. (3) The frequency of payments made to the Participant. This frequency shall be determined by the payroll procedures of the Company’s operating division responsible for administering the Participant’s payments.

Example of number of expected payments (assuming payments to begin on 10/1/99)

Frequency of payments	= monthly
Participant age on 10/1/99	= 50 yrs. old
Spouse age on 10/1/99	= 48 yrs. old
Participant’s and spouse’s joint expected remaining lives	= 476 months
“n” for 10/1/99	= 476
“n” for 1/1/00	= 473
“n” for 1/1/01	= 461

2.“i” = interest rate per payment period such that when compounded over the entire year equals the Declared Rate.

“i” shall be expressed either as a weekly or monthly interest rate, depending on the frequency of annuity payments made by the operating division administering the Participant’s payments. If weekly, “i” is the interest rate that, when compounded over 52 periods, will equal the Declared Rate. If monthly, “i” is the interest rate that, when compounded over 12 periods, will equal the Declared Rate.

Example of weekly and monthly interest rates

Declared Rate = 13.7%

Weekly “i” = (1.137)1/52 = .002472 or .2472%

Monthly “i” = (1.137)1/12 = .010757 or 1.0757%

3.The beginning-of-period balance (BOP balance) is the Participant’s Deferral Account balance at any time before credited interest has been added for the period and payments have been subtracted for the period.

End-of-period balance (EOP balance) is the Participant’s Deferral Account balance at any point in time after credited interest has been added for the period and payments have been subtracted for the period.

Example of EOP balance calculation

EOP balance = BOP balance + interest crediting - payment

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B.Payments

1.Calculation of payments

At the beginning of each year (or at the beginning of a month when a Participant’s Deferral Account is first transferred from active status to payment status), a payment shall be calculated for each Participant who has a Deferral Account that is in the payment status. The periodicity of payments shall depend on the payroll procedures of the operating division administering the Participant’s payments. The amount of the payment shall be effective for that calendar year (or portion of the calendar year).

The calculation of the payment amount is based on the present value of an annuity formula. Specifically, the payment is given by:

Example of a calculation with monthly payments

n = 476 months

Monthly i = 1.0757%

BOP balance = $500,000.00

Payment = $5,411.73

Example of a calculation with weekly payments

n = 2,070 weeks

Weekly i = 0.2472%

BOP balance = $500,000.00

Payment = $1,243.50

2.Interest Crediting for Payments

Interest crediting shall be calculated every payment period, with the interest amount equal to the beginning-of-period Deferral Account balance times the periodic interest rate

Example of interest crediting calculation (assuming monthly payments and a 13.7% Declared Rate)

BOP balance = $500,000.00

Monthly i = 1.0757%

Interest crediting = $500,000.00 ´ ..010757 = $5,378.50

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3.Amortization of Participant Deferral Account Balances

Participant Deferral Account balances shall be amortized over the remaining number of expected  payment periods by adding to the beginning-of-period balance the interest credits earned during the period less the payment made for the period to produce an end-of-period Deferral Account balance.

Example of Deferral Account balance amortization (assuming monthly payments and a 13.7% Declared Rate)

BOP balance = $500,000.00

Monthly i = 1.0757%

Interest crediting = $5,378.50

Payment = $5,411.73

EOP balance = $500,000.00 + $5,378.50 - $5,411.73 = $499,966.77

C.Installment Termination Payments

1.[Intentionally left blank.]

2.The four equal annual installment payments are determined by using the present value of an annuity formula referenced in Section 2.B.1. of this Appendix. The interest rate used in calculating the four payments shall be 12%.

Example of a four-year annual installment payout of a Deferral Account balance

n = 4

Annual i = 12%

BOP balance = $500,000.00

Annual installment payments = $164,617.22

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EX-10.(I)

Exhibit 10(I)

TARGET CORPORATION

OFFICER EDCP

(2010 PLAN STATEMENT)

Effective January 13, 2010

As Amended and Restated

TARGET CORPORATION

2010 OFFICER EDCP

(2010 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS	1
1.1  Name of Plan; History	1
1.2  Definitions	1
1.2.1 Account	1
1.2.2 Affiliate	1
1.2.3 Base Salary	1
1.2.4 Beneficiary	2
1.2.5 Board	2
1.2.6 Bonus	2
1.2.7 Certified Earnings	2
1.2.8 Change-in-Control	2
1.2.9 Code	3
1.2.10 Committee	3
1.2.11 Company	3
1.2.12 Company’s Fiscal Year	3
1.2.13 Crediting Rate Alternative	4
1.2.14 Deferral Credit	4
1.2.15 Disabled	4
1.2.16 Discretionary Credit	4
1.2.17 Earnings Credit	4
1.2.18 EDCP	4
1.2.19 Effective Date	4
1.2.20 Eligible Compensation	4
1.2.21 Employee	4
1.2.22 Enhancement	4
1.2.23 ERISA	4
1.2.24 ESBP	4
1.2.25 ESBP Benefit	4
1.2.26 ESBP Benefit Transfer Credits	5
1.2.27 Newly Eligible Employee	5
1.2.28 Officer	5
1.2.29 Participant	5
1.2.30 Participating Employer	5
1.2.31 Performance Share Award	5
1.2.32 Plan	5
1.2.33 Plan Administrator	5
1.2.34 Plan Rules	5
1.2.35 Plan Statement	5
1.2.36 Plan Year	5
1.2.37 Restoration Match Credit	6
1.2.38 Signing Bonus	6

1.2.39 SPP Benefit	6
1.2.40 SPP Benefit Transfer Credit	6
1.2.41 Specified Employee	6
1.2.42 Target 401(k) Plan	6
1.2.43 Target Pension Plan	6
1.2.44 Termination of Employment	6
1.2.45 Trust	7
1.2.46 Unforeseeable Emergency	7
1.2.47 Valuation Date	7
1.2.48 Year Of Service	7
SECTION 2 PARTICIPATION AND DEFERRAL ELECTIONS	8
2.1 Eligibility	8
2.2 Special Rules for Participating Employees	8
2.3 Termination of Participation	8
2.4 Rehires and Transfers	8
2.5 Effect on Employment	9
2.6 Condition of Participation	9
2.7 Deferral Elections	10
2.8 Base Salary Deferrals	10
2.9 Bonus Deferrals	10
2.10 Performance Share Award Deferrals	11
2.11 Special Code section 162(m) Deferral Elections	11
2.12 Cancellation of Deferral Elections	12
SECTION 3 CREDITS TO ACCOUNTS	13
3.1 Elective Deferral Credit	13
3.2 Restoration Match Credit	13
3.3 SPP Benefit Transfer Credits	13
3.4 ESBP Benefit Transfer Credits	15
3.5 Discretionary Credits	16
SECTION 4 ADJUSTMENTS OF ACCOUNTS	17
4.1 Establishment of Accounts	17
4.2 Adjustments of Accounts	17
4.3 Investment Adjustment	17
4.4 Enhancement	17
4.5 Account Adjustments Upon a Change-in-Control or Plan Termination	18
SECTION 5 VESTING	19
5.1 Deferral Credits and Restoration Match Credits	19
5.2 Discretionary Credits	19
5.3 Enhancement	19
5.4 SPP Benefit Transfer Credit	19
5.5 ESBP Benefit Transfer Credit	19
5.6 Failure to Cooperate; Misinformation or Failure to Disclose	19
SECTION 6 DISTRIBUTION	20
6.1 Distribution Elections	20
6.2 General Requirements	20
6.3 Six-Month Suspension for Specified Employees	22
6.4 Distribution on Account of Death	23

6.5 Distribution on Account of Unforeseeable Emergency.	23
6.6 Designation of Beneficiaries	23
6.7 Facility of Payment	25
6.8 Tax Withholding	25
6.9 Payments Upon Rehire	25
6.10 Application for Distribution	25
6.11 Acceleration of Distributions	25
6.12 Delay of Distributions	25
SECTION 7 SOURCE OF PAYMENTS; NATURE OF INTEREST	27
7.1 Source of Payments	27
7.2 Unfunded Obligation	27
7.3 Establishment of Trust	27
7.4 Spendthrift Provision	27
7.5 Compensation Recovery (Recoupment)	28
SECTION 8 ADOPTION, AMENDMENT AND TERMINATION	29
8.1 Adoption	29
8.2 Amendment	29
8.3 Termination	29
SECTION 9 CLAIM PROCEDURES	31
9.1 Claim Procedures	31
9.2 Rules and Regulations	32
9.3 Limitations and Exhaustion	33
SECTION 10 PLAN ADMINISTRATION	35
10.1 Plan Administration	35
10.2 Conflict of Interest	35
10.3 Committee Membership and Authority	36
10.4 Service of Process	36
10.5 Choice of Law	36
10.6 Responsibility for Delegate	36
10.7 Expenses	36
10.8 Errors in Computations	36
10.9 Indemnification	36
10.10 Notice	37
SECTION 11 CONSTRUCTION	38
11.1 ERISA Status	38
11.2 IRC Status	38
11.3 Rules of Document Construction	38
11.4 References to Laws	38
11.5 Appendices	38
APPENDIX A	39

SECTION 1

INTRODUCTION; DEFINITIONS

1.1          Name of Plan; History. This Plan (formerly known as the “Target Corporation SMG Executive Officer Deferred Compensation Plan) is a non-qualified, unfunded plan established for the purpose of allowing a select group of management or highly compensated employees to defer the receipt of income. This Plan was originally adopted effective as of January 1, 1997 and was amended at various times thereafter. Effective April 30, 2002, Participants in this Plan who were members of the Company’s Corporate Operating Committee received credits under this Plan equal to the present value of their benefit under the supplemental pension plans maintained by the Company. Each subsequent April, the Participant receives annual SPP Benefit Transfer Credits equal to the change in value of his or her benefit under the supplemental pension plans. Effective July 31, 2002, this program was extended to include all officers of the Company. Effective April 30, 2002, Participants in this Plan who were members of the Company’s Corporate Operating Committee received credits under this Plan equal to the present value of their benefit under the Company’s ESBP. Each subsequent April, Participants received annual credits equal to the change in value of his or her benefit under the ESBP. Effective October 28, 2005, all officers who had not previously received ESBP Benefit Transfer Credits, received a one-time transfer of the present value of their benefit under the ESBP. As of January 28, 2006, a one-time ESBP credit was made to certain executive committee members and no subsequent ESBP Benefit Transfer Credits were made to those receiving the one-time ESBP credit. From time to time, certain participants in the Target Corporation Deferred Compensation Plan — Senior Management Group (“ODCP”) and the Company negotiated to transfer the economic value of their benefit under ODCP to this Plan. Officers eligible to receive performance share awards granted in the fiscal years ending February 1, 2003 and January 31, 2004 had an opportunity to defer receipt of the value of the earned performance shares into this Plan at the end of the performance period. The performance period for the shares granted in 2003 ended February 3, 2007. The performance period for the shares granted in 2004 ended February 2, 2008. Effective January 1, 2005 (and other effective dates as specifically provided), this Plan was operated in compliance with Code section 409A. Effective January 29, 2006, members of the Company’s executive committee ceased to be eligible to receive enhanced earnings on their account balances. The Plan, which is intended to comply with Code section 409A, was amended and restated effective January 1, 2009. This Plan Statement, which was amended to incorporate the Company’s recoupment policy, is effective January 13, 2010.

1.2          Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

1.2.1       Account. “Account” means the separate bookkeeping account representing the separate unfunded and unsecured general obligation of the Participating Employers established with respect to each person who is a Participant in this Plan. Within each Participant’s Account, separate subaccounts shall be maintained to the extent the Plan Administrator determines it to be necessary or desirable for the administration of this Plan.

1.2.2       Affiliate. An “Affiliate” is the Company and all persons, with whom the Company would be considered a single employer under Code section 414(b) or 414(c).

1.2.3       Base Salary.         “Base Salary” with respect to a Plan Year means Certified Earnings as modified by the rules below:

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(a)the limits imposed by Code section 401(a)(17) will not apply;

(b)deferrals under Section 2.8 of this Plan are included as Base Salary; and

(c)Bonus and Signing Bonus amounts are not included as Base Salary.

1.2.4       Beneficiary. “Beneficiary” means an individual (human being), a trust that is a United Sates person within the meaning of the Code, a person that has been recognized as a charitable organization under Code section 170(b), or the Participant’s estate designated in accordance with Section 6.7 to receive all or a part of the Participant’s Account in the event of the Participant’s death prior to full distribution thereof. A person so designated shall not be considered a Beneficiary until the death of the Participant.

1.2.5       Board. “Board” is the Board of Directors of the Company, or such committee of the Board of Directors to which the Board of Directors of the Company has delegated the respective authority.

1.2.6       Bonus. “Bonus” with respect to a Plan Year means that portion of Certified Earnings that is equal to the amount payable under any regular incentive plan of a Participating Employer that is earned, or intended to be earned, over a period of at least a calendar year or fiscal year as modified by the rules below:

(a)the limits imposed by Code section 401(a)(17) will not apply;

(b)deferrals under Section 2.9 of this Plan are included as Bonus; and

(c)Signing Bonus amounts are not included as Bonus

1.2.7       Certified Earnings. “Certified Earnings” has the same meaning as the defined term in the Target 401(k) Plan.

1.2.8       Change-in-Control.

(a)A “Change-in-Control” shall be deemed to have occurred if:

(i)50% or more of the directors of the Company shall be persons other than persons

A)for whose election proxies shall have been solicited by the Board, or

B)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, or

(ii)30% or more of the outstanding voting power of the Voting Stock of the Company is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company), other than an entity

2

resulting from a Business Combination in which clauses (x) and (y) of subparagraph (iii) apply, or

(iii)the consummation of a merger or consolidation of the Company with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of the Company’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of the Company’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of the Company’s Voting Stock immediately prior to such Business Combination, and (y) no person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company) beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(iv)approval by the shareholders of a definitive agreement or plan to liquidate or dissolve the Company.

For purposes of this 1.2.8, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company.

1.2.9       Code. “Code” means the Internal Revenue Code of 1986, as amended (including, when the context requires, all regulations, interpretations and rulings issued hereunder).

1.2.10     Committee. “Committee” means the administrative committee appointed in accordance with Section 10.3.

1.2.11     Company. “Company” means Target Corporation, a Minnesota corporation, or any successor thereto.

1.2.12     Company’s Fiscal Year. “Company’s Fiscal Year” means the period commencing on the Sunday that immediately follows the Saturday that is nearest to the last day in January through the Saturday that is nearest to the last day in January in the following year.

3

1.2.13     Crediting Rate Alternative. “Crediting Rate Alternative” means a hypothetical investment option used for the purpose of measuring income, gains and losses to the Accounts of Participants (as if the Accounts had in fact been so invested). The Crediting Rate Alternatives shall be designated in writing by the Plan Administrator.

1.2.14     Deferral Credit. A “Deferral Credit” is the amount credited to a Participant’s Account pursuant to Section 3.1.

1.2.15     Disabled. A Participant will be “Disabled” if he or she has become entitled to receive disability income benefits under the provisions of the Social Security Act.

1.2.16     Discretionary Credit. A “Discretionary Credit” is the amount credited to a Participant’s Account pursuant to Section 3.5.

1.2.17     Earnings Credit. “Earnings Credit” means the investment adjustment credited to a Participant’s Account pursuant to Section 4.3 or Section 4.5 as applicable.

1.2.18     EDCP. “EDCP” means the Target Corporation EDCP, a non-qualified, unfunded deferred compensation plan maintained by the Company and certain other Affiliates.

1.2.19     Effective Date. The “Effective Date” of this Plan Statement is January 13, 2010, except as otherwise provided.

1.2.20     Eligible Compensation. “Eligible Compensation” means, the Base Salary, Bonus and Performance Share Award that the Participant receives or is entitled to receive from his or her Participating Employer for services rendered.

1.2.21     Employee. An “Employee” is an individual who performs services for a Participating Employer as an employee of the Participating Employer (as classified by the Participating Employer at the time the services are preformed and without regard to any subsequent reclassification) and does not include any individual who is classified an independent contractor.

1.2.22     Enhancement. “Enhancement” means an additional .1667% of investment earnings per month added to the applicable Crediting Rate Alternatives as provided in Section 4.4.

1.2.23     ERISA. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended (including, when the context requires, all regulations, interpretations and rulings issued thereunder).

1.2.24     ESBP. “ESBP” means the Target Corporation Post Retirement Executive Survivor Benefit Plan.

1.2.25     ESBP Benefit. “ESBP Benefit” means the actuarial lump sum present value of a Participant’s survivor benefit under the ESBP determined as of a particular determination date under Section 3.4 but without regard to whether the Participant had experienced either an “early retirement” or “normal retirement” under the Target Pension Plan as provided under the ESBP. The present value of such survivor benefit will be determined by the Company in its sole and absolute discretion based on such interest rates, mortality factors and other assumptions deemed appropriate by the Company.

4

1.2.26     ESBP Benefit Transfer Credits. “ESBP Benefit Transfer Credits” are the initial and annual credits to a Participant’s Account under Section 3.4.

1.2.27     Newly Eligible Employee. “Newly Eligible Employee” means an Employee who either (i) was not previously eligible to participate in this Plan or any other non-qualified, deferred compensation plans maintained by a Participating Employer or other Affiliate, (ii) had been paid all amounts previously deferred under all non-qualified, deferred compensation plans maintained by a Participating Employer or other Affiliate and had ceased to be eligible to continue to participate in such plans on or before the date of payment of all amounts due under such plans, or (iii) was not eligible to participate in any non-qualified deferred compensation plans (other than the accrual of earnings) maintained by a Participating Employer or other Affiliate at any time during the 24-month period ending on the date the Employee has again become eligible to participate in the Plan.

1.2.28     Officer. An “Officer” is a member of the executive committee and any other Employee who is designated and categorized as an officer of the Company by the Company’s Chief Executive Officer.

1.2.29     Participant. A “Participant” is an Employee who becomes a Participant in this Plan in accordance with the provisions of Section 2. An Employee who has become a Participant shall be considered to continue as a Participant in this Plan until the date when the Participant no longer has any Account under this Plan, or the date of the Participant’s death, if earlier.

1.2.30     Participating Employer. “Participating Employer” means the Company and each other Affiliate that, with the consent of the Company, adopts this Plan. A Participating Employer shall cease to be a Participating Employer on the date it ceases to be an Affiliate.

1.2.31     Performance Share Award. “Performance Share Award” means a performance share award issued under the Company’s Long-Term Incentive Plan of 1999 or the Company’s Long-Term Incentive Plan of 2004.

1.2.32     Plan. “Plan” means the nonqualified, unfunded income deferral program maintained by the Company and established for the benefit of Participants eligible to participate therein, as set forth in this Plan Statement. As used herein, “Plan” does not refer to the documents pursuant to which this Plan is maintained. That document is referred to herein as the “Plan Statement”. The Plan shall be referred to as the “Target Corporation Officer EDCP” (formerly known as the Target Corporation SMG Executive Deferred Compensation Plan).

1.2.33     Plan Administrator. “Plan Administrator” means the Company or, if affirmatively designated by the Company, some other individual or committee.

1.2.34     Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 10.1.5.

1.2.35     Plan Statement. “Plan Statement” means this document entitled “Target Corporation Officer EDCP (2010 Plan Statement),” as adopted by the Company, effective as of January 13, 2010, as the same may be amended from time to time.

1.2.36     Plan Year. “Plan Year” means the period from January 1 through December 31.

5

1.2.37     Restoration Match Credit. “Restoration Match Credit” is the amount credited to a Participant’s Account pursuant to Section 3.2.

1.2.38     Signing Bonus. “Signing Bonus” is the cash remuneration earned following a period of employment provided to certain new Employees related to their acceptance of employment with a Participating Employer.

1.2.39     SPP Benefit. “SPP Benefit” means the amount determined under Appendix A.

1.2.40     SPP Benefit Transfer Credit. “SPP Benefit Transfer Credit” is the amount credited to a Participant’s Account under Section 3.3.

1.2.41     Specified Employee. For purposes of complying with the requirements of Code section 409A(a)(2)(B)(i) (relating to the 6 month suspension of certain benefit distributions), an individual is a “Specified Employee” if on his or her Termination of Employment, the Company or other Affiliate has stock that is traded on an established securities market within the meaning of Code section 409A(a)(2)(B) and such individual is a “key employee” (defined below). For this purpose, an individual is a “key employee” during the 12-month period beginning on April 1 immediately following the calendar year in which the individual was employed by the Company and other Affiliates, and satisfied, at any time within such calendar year, the requirements of Code section 416(i)(1)(A)(i), (ii) or (iii) (without regard to Code section 416(i)(5)). An individual will not be treated as a Specified Employee if the individual is not required to be treated as a Specified Employee under Treasury Regulations issued under Code section 409A.

1.2.42     Target 401(k) Plan. “Target 401(k) Plan” means the tax-qualified defined contribution retirement plan, with a qualified cash or deferred arrangement, established by the Company for the benefit of employees eligible to participate therein, and known as the Target Corporation 401(k) Plan.

1.2.43     Target Pension Plan. “Target Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

1.2.44     Termination of Employment.

(a)For purposes of determining entitlement to or the amount of benefits under the Plan, “Termination of Employment” means a severance of a Participant’s employment relationship with each Participating Employer and all Affiliates, for any reason.

(b)For purposes of determining when a distribution will be made under the Plan, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Participating Employer, all Affiliates and Participant reasonably anticipate that the level of bona fide future services to be performed by the Participant for the Participating Employer and all Affiliates will permanently decrease to no more than 20% of the average level of bona fide services performed over the immediately preceding 36-month period.

(c)A bona fide leave of absence that is six months or less, or during which an individual retains a reemployment right, will not cause a Termination of

6

Employment.  In the case of a leave of absence without a right of reemployment that exceeds the time periods described in this paragraph, a Termination of Employment will be deemed to occur once the leave of absence exceeds six months.

(d)Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Code section 409A and related guidance thereunder.

1.2.45     Trust.  “Trust” means the Target Corporation Deferred Compensation Trust Agreement, dated January 1, 2009 by and between the Company and State Street Bank and Trust Company, as it is amended from time to time, or similar trust agreement.

1.2.46     Unforeseeable Emergency.  “Unforeseeable Emergency” means a severe financial hardship to the Participant resulting from an illness or accident of the Participant, the Participant’s spouse, or a dependent (within the meaning of Code section 152(a)) of the Participant, loss of the Participant’s property due to casualty, or other similar extraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, but only if and to the extent such Unforeseeable Emergency constitutes an “unforeseeable emergency” under Code section 409A.

1.2.47     Valuation Date.  “Valuation Date” means each business day on which the New York Stock Exchange is open.

1.2.48     Year of Service.  A “Year of Service” means each 12-consecutive month period an individual is an Employee after the date the individual is first eligible to participate under this Plan or any other non-qualified deferred compensation plan maintained by a Participating Employer.

7

SECTION 2
PARTICIPATION AND DEFERRAL ELECTIONS

2.1          Eligibility.

2.1.1       An Employee is eligible to participate in this Plan on the first day of a Plan Year if, on such day, he or she:

(a)is a “qualified employee” as that term is defined in the Target 401(k) Plan; and

(b)is an Officer.

2.1.2       A Newly Eligible Employee is eligible to participate in this Plan on the date that is 30 days after he or she satisfies the requirements in Section 2.1.1.

2.1.3       An Employee shall, as a condition of participation in this Plan, complete such forms and make such elections in accordance with Plan Rules as the Plan Administrator may require.  An Employee who satisfies the requirements of this Section 2.1 is eligible to participate in this Plan in accordance with and subject to the requirements of this Plan.

2.1.4       An Employee who has had a Termination of Employment as defined in Section 1.2.44(b), will not be eligible to make deferral elections for subsequent Plan Years until otherwise notified by the Plan Administrator.  Any deferral election in effect at the time of such Termination of Employment will continue to apply with respect to any Eligible Compensation received from a Participating Employer or other Affiliate.  Such Employee will still be eligible to receive credits, if any, pursuant to Sections 3.2, 3.3, 3.4 and 3.5.

2.2          Special Rules for Participating Employees.  A Participant who transfers employment from one Participating Employer to another Affiliate, whether or not a Participating Employer will, for the duration of the Plan Year in which the transfer occurs, continue to participate in this Plan in accordance with the deferral election in effect at the time of such transfer.  A Participant who is simultaneously employed with more than one Participating Employer will participate in this Plan as an Employee of each such Participating Employer on the basis of a single deferral election applied separately to his or her respective, Eligible Compensation from each Participating Employer.

2.3          Termination of Participation.  Except as otherwise specifically provided in this Plan Statement or by the Committee, an Employee who ceases to satisfy the requirements of Section 2.1 is not eligible to continue to participate in the Plan, provided, that any deferral elections in effect, and irrevocable, will continue to apply with respect to any Eligible Compensation received from a Participating Employer or other Affiliate.  The Participant’s Account will continue to be governed by the terms of the Plan until such time as the Participant’s Account balance is paid in accordance with the terms of the Plan.  A Participant or Beneficiary will cease to be such as of the date on which his or her entire Account balance has been distributed.

2.4          Rehires and Transfers.

2.4.1       A Participant who incurs a Termination of Employment and is rehired during the same calendar year will continue Base Salary deferrals for such calendar year in accordance with his or her election in effect immediately prior to the Termination of Employment.

8

2.4.2       A Participant who incurs a Termination of Employment and is rehired prior to the later of the end of the Plan Year or the date the Bonus for such Plan Year is paid in cash, will continue Bonus Deferrals for such Plan Year in accordance with his or her election in effect immediately prior to the Termination of Employment.

2.4.3       Transfers from Non-Officer Plan.  An Employee who is a Participant in the EDCP and is promoted to an Officer position will cease to be eligible to participate in the EDCP and will be eligible to participate in this Plan, subject to the following rules:

(a)The Employee will become a Participant in this Plan immediately upon satisfying the requirements to participate hereunder.

(b)The Employee’s deferral elections made under the EDCP will transfer to the Plan and continue as an election made under Section 2.

(c)The Employee’s account maintained under the EDCP will be transferred to the Employee’s Account under this Plan.

(d)The Employee’s distribution elections made under the EDCP (including any default distributions) will transfer to this Plan and continue as the distribution elections made under this Plan.

(e)The Employee’s beneficiary designation made under the EDCP will be treated as the Employee’s Beneficiary designation under this Plan until changed in accordance with Section 6.7.

2.5          Effect on Employment.

2.5.1       Not a Term of Employment.  Neither the terms of this Plan Statement nor the benefits under this Plan (including the continuance thereof) shall be a term of the employment of any Employee.

2.5.2       Not an Employment Contract.   This Plan is not and shall not be deemed to constitute a contract of employment between any Participating Employer and any Employee or other person, nor shall anything herein contained be deemed to give any Employee or other person any right to be retained in any Participating Employer’s employ or in any way limit or restrict any Participating Employer’s right or power to discharge any Employee or other person at any time and to treat him or her without regard to the effect that such treatment might have upon him or her as a Participant in this Plan.

2.6          Condition of Participation

2.6.1       Cooperation.  Each Participant shall cooperate with the Company by furnishing any and all information requested by the Company in order to facilitate the payment of benefits hereunder and taking such other relevant action as may be requested by the Company.  If a Participant refuses to cooperate, neither the Company nor any Participating Employer shall have any further obligation to the Participant under this Plan, other than payment to such Participant of the aggregate amount of Eligible Compensation deferred under Section 3.1.

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2.6.2       Plan Terms and Rules.  Each Participant, as a condition of participation in this Plan, is bound by all the terms and conditions of this Plan and the Plan Rules.

2.7          Deferral Elections.  An Employee who satisfies the eligibility requirements of Section 2 may, at the time and in the manner provided hereunder, elect to defer the receipt of his or her Eligible Compensation.

2.7.1       General Rule.  Except as otherwise provided in this Plan, an election shall be made before the beginning of the Plan Year during which the Participant performs services for which the Eligible Compensation is earned.  The election must designate the percentage of the Base Salary, Bonus or Performance Share Award which shall be deferred under this Plan.  In accordance with Plan Rules, the Plan Administrator will determine the manner and timing required to file a deferral election.  No deferral election shall be effective unless prior to the deadline for making such election, the Participant has filed with the Plan Administrator, in accordance with Plan Rules, an insurance consent form permitting the Participating Employer or Company to purchase and maintain life insurance coverage on the Employee with the Participating Employer or Company as the beneficiary.  An election to defer Eligible Compensation for the Plan Year or other period is irrevocable once it has been accepted by the Plan Administrator and the deadline for making such election has expired, except as otherwise provided under this Plan.

2.7.2       Newly Eligible Employees.  For a Newly Eligible Employee, the deferral election may be made after the first day of a Plan Year provided it is made within 30 days after becoming eligible to participate in this Plan.  Such a deferral election by a Newly Eligible Employee is irrevocable once it has been received by the Plan Administrator and the deadline for making such election has expired, except as otherwise provided under this Plan.  Such election will be effective with respect to Eligible Compensation payable for services performed after becoming eligible for this Plan and commencing with the next full pay period after the deferral election becomes irrevocable.

2.7.3       Terminations of Employment.  A Participant who completes a deferral election in accordance with this Section 2.7, but who has a Termination of Employment prior to the expiration of the deadline for making such election, will be deemed to have made no deferral election for the respective period.

2.8          Base Salary Deferrals.  A Participant’s election to defer Base Salary is subject to the following requirements:

2.8.1       A Base Salary deferral election will be effective with respect to the first paycheck issued during the Plan Year, including for the payroll period that includes the last day of the preceding Plan Year, and such election will remain in effect through the last paycheck issued during the Plan Year.

2.8.2       Except as provided in Section 2.11, the Base Salary deferral percentage may not exceed 80%.

2.9          Bonus Deferrals.  A Participant’s election to defer his or her Bonus is subject to the following requirements:

2.9.1       A bonus deferral election will be in effect for service periods that begin in the Plan Year immediately following the date the election becomes irrevocable and continue through

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the end of the Plan Year or if the Bonus is paid after such Plan Year, through the date the Bonus would have been paid in cash.

2.9.2       Except as provided in Section 2.11, a Participant’s Bonus effective deferral percentage may not exceed 80%.  For deferral elections that become effective after the beginning of a service period, that portion of a Newly Eligible Employee’s Bonus that may be deferred is limited to the total amount of the bonus multiplied by the ratio equal to the number of days in the service period beginning after the date of the Bonus deferral election became irrevocable over the total number of days in the service period.

2.9.3       If the Plan Administrator determines that a Participant’s Bonus is “performance-based compensation” within the meaning of Code section 409A, then, consistent with Plan Rules, the Participant’s deferral election may be made no later than six months before the last day of the performance period during which the Bonus is earned.

2.9.4       If a Participant has a Termination of Employment before the end of the service period for any Bonus, but is still entitled to receive a bonus, the Participant’s existing Bonus deferral election will continue to apply.

2.10        Performance Share Award Deferrals.  A Participant’s election to defer his or her Performance Share Award is subject to the following requirements:

2.10.1     The election is available for Performance Share Awards issued in the Company’s Fiscal Year ending in calendar year 2003 and 2004.

2.10.2     A Participant’s Performance Share Award deferral percentage may not exceed 100%.

2.10.3     If the Plan Administrator determines that a Participant’s Performance Share Award is “performance-based compensation” within the meaning of Code section 409A, then the Participant’s Performance Share Award deferral election must be made no later than twenty-four (24) months prior to the date the Performance Share Award would otherwise be paid in the form of cash or Company stock, or, if earlier, six (6) months before the end of the period over which the services giving rise to the Performance Share Award were performed.

2.10.4     The “Plan Committee” as defined under the Company’s Long Term Incentive Plan shall determine, in its sole and absolute discretion for each Plan Year during which a Performance Share Award is issued, whether Participants in any group or class are eligible to make deferral elections under this Section 2.10 with respect to a Performance Share Award.

2.11        Special Code Section 162(m) Deferral Elections.  Notwithstanding Sections 2.8 and 2.9, a Participant who, prior to the beginning of a Plan Year, is identified by the Plan Administrator as a potential “covered employee” (within the meaning of Code section 162(m)) for the Company’s Fiscal Year either ending in or beginning in the Plan Year may:

2.11.1     Make a Base Salary deferral election for the Plan Year that consists of two parts:

(a)the first part of the election will apply with respect to the first paycheck issued during the applicable Plan Year through the last paycheck issued prior to the end of the Company’s Fiscal Year ending in the Plan Year, and

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(b)the second part will apply to the paychecks issued after the beginning of the Company’s Fiscal Year beginning in such Plan Year and issued prior to the end of such Plan Year.

2.11.2     Make a separate Bonus deferral election for the Plan Year with respect to:

(a)The Bonus amounts that satisfy the requirements of performance-based compensation under Code section 162(m), and

(b)All other Bonus amounts as determined by the Plan Administrator.

The Plan Administrator will set the maximum Bonus deferral percentage in its sole discretion, on a Participant by Participant basis.

2.12        Cancellation of Deferral Elections.

2.12.1     401(k) Hardship.  Notwithstanding any provisions in the Plan to the contrary, an election to defer under Sections 2.8, 2.9, and 2.10 will be cancelled to the extent necessary for the Participating Employer to comply with the hardship withdrawal provisions of such Participating Employer’s 401(k) plan.

(a)An election to defer Base Salary amounts for the Plan Year during which the hardship withdrawal was made will be cancelled.  Further, no Base Salary deferral election will be effective for the next Plan Year if the hardship withdrawal occurs after June 30, and on or before December 31 of the calendar year.

(b)Any election to defer Bonus or Performance Share Award amounts in effect at the time of the hardship withdrawal will be cancelled.  Further, no deferral election for a Bonus related to service in the next Plan Year will be effective if the hardship withdrawal occurs after June 30, and on or before December 31 of the calendar year.

2.12.2     Unforeseeable Emergency.  Notwithstanding any provisions in the Plan to the contrary, an election to defer under Sections 2.8, 2.9, and 2.10 will be cancelled for the remaining portion of the Plan Year in the event the Participant has received a distribution on account of an Unforeseeable Emergency under Section 6.5.  The revocation shall be made at the time and in the manner specified in Plan Rules and must otherwise comply with the requirements of Section 6.5.

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SECTION 3
CREDITS TO ACCOUNTS

3.1          Elective Deferral Credit.  The Plan Administrator shall credit to the Account of each Participant the amount, if any, of Eligible Compensation the Participant elected to defer pursuant to Section 2.  Such amount shall be credited as nearly as practicable as of the time or times when the Eligible Compensation would have been paid to the Participant but for the election to defer.

3.2          Restoration Match Credit.

3.2.1       Eligibility for Credit.  An Employee who satisfies the eligibility requirements of Section 2.1 during a Plan Year will receive a Restoration Match Credit for the Plan Year if he or she: (i) was actively employed and eligible to participate in this Plan on the last business day of the Plan Year; (ii) has experienced a Termination of Employment as defined under Section 1.2.44(a) during the Plan Year after attaining age 55 and completing five (5) “years of vesting service” as defined in the Target Pension Plan; (iii) has experienced a Termination of Employment as a result of death; or (iv) has become Disabled during such Plan Year.

3.2.2       Amount of Credit.  A Participant who satisfies the requirements of Section 3.2.1 is entitled to a Restoration Match Credit equal to the sum of:

(a)5% of the Participant’s Base Salary and Bonus that is deferred under this Plan during the Plan Year; and

(b)5% of the Participant’s Plan Year Base Salary and Bonus that is not deferred under this Plan during the Plan Year and that exceeds the compensation limit in effect under Code section 401(a)(17) for such Plan Year;

provided, however, that: (y) no Restoration Match Credit shall be made for Base Salary or Bonus paid prior to the date the Participant became eligible to participate in the Target 401(k) Plan, and (z) the credit under this Section 3.2.2 will not exceed the amount of Deferral Credits made by the Participant under Section 3.1 during the Plan Year.

3.2.3       Crediting to Account.         The Plan Administrator shall credit to a Participant’s Account as of the last business day of the Plan Year the amount of the Restoration Match Credit determined for the Plan Year for that Participant under Section 3.2.2.

3.2.4       Credit Upon Change-in-Control.  Upon a Change-in-Control that causes the Plan to be terminated under Section 8.3.2, the Plan Administrator shall credit to a Participant’s Account as of the date of the Plan termination a Restoration Match Credit determined for the Plan Year for that Participant under Section 3.2.2 through such date.  Any subsequent determination of the Restoration Match Credit during the same Plan Year will be made under Section 3.2.2, less any amounts previously credited under this Section 3.2.4.

3.3          SPP Benefit Transfer Credits.

3.3.1       Eligibility.  A Participant who satisfies the eligibility requirements of Section 2.1 shall receive an SPP Benefit Transfer Credit under this Plan if he or she:  (i) is classified as an Officer of the Company; and (ii) has a vested benefit under the Target Pension Plan, including a vested interest arising on account of the Participant’s death.

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3.3.2       Initial SPP Benefit Transfer Credit.

(a)A Participant who satisfies the requirements of Section 3.3.1 receives an initial SPP Benefit Transfer Credit on or about the April 30 (or immediately preceding business day) immediately following the calendar year in which the Participant becomes eligible under Section 3.3.1, in an amount equal to the actuarial lump sum present value on March 31 (or immediately preceding business day) for the Participant’s SPP Benefit accrued through the preceding December 31.  In the case of Participant who is an executive officer, such transfer will be made and determined on or about the last business day prior to the end of the Company’s Fiscal Year.

(b)Upon a Plan termination upon a Change-in-Control under Section 8.3.2, the Plan Administrator shall credit the initial SPP Benefit Transfer Credit to a Participant’s Account as of the Plan termination effective date in an amount equal to the actuarial lump sum present value on the Plan termination effective date.

3.3.3       Annual SPP Benefit Transfer Credit.  A Participant who has received an initial SPP Benefit Transfer Credit under the Plan, who is eligible to receive credits pursuant to Section 3.3.1, and who is employed by a Participating Employer during a Plan Year will receive an annual SPP Benefit Transfer Credit to his or her Account under the Plan as follows:

(a)For each Plan Year, the annual SPP Benefit Transfer Credit will be the difference between (i) the SPP Benefit determined as the last day of the Plan Year expressed as the actuarial lump sum present value on the determination date and (ii) the aggregate amount of the previous SPP Benefit Transfer Credits to the Participant’s Account increased by assumed earnings at an annual rate equal to the sum of the average of the applicable Stable Value Crediting Rate Alternative for the Plan Year plus two percent determined from the crediting date through the determination date; provided that with respect to periods that a Participant does not receive the Enhancement on their Account, the annual rate will be equal to the average of the applicable Stable Value Crediting Rate Alternative.

(b)If the amount of the annual or final SPP Benefit Transfer Credit is positive, a credit will be made to the Participant’s Account.  If the amount of the SPP Benefit Transfer Credit is negative and if, and only if, (i) the Participant is an executive officer on the determination date, or (ii) the Participant is an Employee and member of the Board, but was formerly an executive officer, then such Participant’s Account will be debited by such negative amount.  The debit will be made prorata among all distribution options of the Plan other than fixed payment dates.

(c)The annual SPP Benefit Transfer Credit (including a negative credit) will be made to the Participant’s Account as of the April 30 (or immediately preceding business day) following the determination date.  In the case of a Participant who is an executive officer, such transfer will be made and determined on or about the last business day prior to the end of the Company’s Fiscal Year.

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(d)For purposes of this section, “determination date” means on or about March 31; provided that in the case of Participant who is an executive officer, “determination date” shall mean on or about the last business day prior to the end of the Company’s Fiscal Year.

(e)Upon a Plan termination on account of a Change-in-Control under Section 8.3.2, the Plan Administrator shall credit to a Participant’s Account as of the Plan termination effective date an SPP Benefit Transfer Credit as determined in this Section 3.3.3 as of the Plan termination effective date.

(f)Notwithstanding the foregoing, a Participant’s final SPP Benefit Transfer Credit will be determined within 60 days following his or her Termination of Employment as defined under Section 1.2.44(a).

3.3.4       Forfeiture.  A Participant’s SPP Benefit Transfer Credits under this Section 3.3 and corresponding earnings adjustments under Section 4 are subject to forfeiture at the time and in the amount provided under Sections 3.3.3(b) and 5.4 and Section A-5 of Appendix A.

3.4          ESBP Benefit Transfer Credits.

3.4.1       Eligibility.  A Participant who satisfies Section 2.1, who has received an initial ESBP Benefit Transfer Credit under the Plan, who is employed by a Participating Employer during the a Plan Year, and who has provided advance written notice of his retirement/termination date prior to January 11, 2006 will receive an annual ESBP Benefit Transfer Credit to his Account under the Plan.

(a)For each Plan Year, the annual ESBP Benefit Transfer Credit will be the difference between (i) the ESBP Benefit determined as of the last day of the Plan Year as expressed as the actuarial lump sum present value on the determination date, and (ii) the aggregate amount of the previous ESBP Benefit Transfer Credits to the Participant’s Account increased by earnings at an annual rate equal to the sum of the average of the applicable Stable Value Crediting Rate Alternatives plus two percent, from the crediting dates through the determination date.

(b)The credit to the Participant’s Account will be made as of the April 30 (or immediately preceding business day) following the determination date.

(c)For purposes of this section, “determination date” means on or about March 30.

(d)Upon a Change-in-Control, the Plan Administrator shall credit to a Participant’s Account as of the date of the Change-in-Control an ESBP Benefit Transfer Credit as determined in this Section 3.4. as of the date of the Change-in-Control.

(e)Notwithstanding the foregoing, a final annual ESBP Benefit Transfer Credit will be made to the Participant’s Account 60 days following a Participant’s Termination of Employment as defined under Section 1.2.44(a).

3.4.2       Forfeiture.  A Participant who has a Termination of Employment as defined under Section 1.2.44(a) prior to the attainment of age 55 and completion of 5 Years of Service will forfeit his or her ESBP Benefit Transfer Credits, and an amount of Earnings Credits and

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Enhancement equal to the investment adjustments that would have been credited on the ESBP Benefit Transfer Credits at the Stable Value Crediting Rate Alternative (or successor rate) plus an annual rate of two percent 2%.  The amount to be forfeited will be made prorata among all distribution options of the Plan.

3.5          Discretionary Credits.  The Company in its sole and absolute discretion may determine in writing for each Participant an amount that shall be credited the Participant’s Account as a Discretionary Credit.  Any Discretionary Credit to an executive officer will require the approval of the Compensation Committee of the Board.  The Plan Administrator shall credit to a Participant’s Account the amount of a Participating Employer’s Discretionary Credit, if any, determined for that Participant under this Section.  Such amount shall be credited as nearly as practicable as of the time or times fixed by the Participating Employer when awarding such credit.  Any special provisions relating to Discretionary Credits made on behalf of a Participating Employer’s Employees will be set forth on an exhibit to the Plan Statement.

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SECTION 4

ADJUSTMENTS OF ACCOUNTS

4.1Establishment of Accounts.  There shall be established for each Participant an Account which shall be adjusted as provided under Section 4.

4.2Adjustments of Accounts.  On each Valuation Date, the Plan Administrator shall cause the value of the Account (or subaccount) to be increased (or decreased) for distributions, withdrawals, credits, debits and investment income, gains or losses charged to the Account.

4.3Investment Adjustment.  The investment income, gains and losses shall be determined for the Accounts in accordance with the following:

4.3.1Participant Elections.  In accordance with Plan Rules and procedures established by the Plan Administrator, each Participant shall prospectively elect, as part of the initial enrollment process, and from time to time thereafter, one or more Crediting Rate Alternatives that shall be used to measure income, gains and losses until the next Valuation Date.

4.3.2Default Rate.  If a Participant fails to designate one or more Crediting Rate Alternatives to be used to measure income, gains and losses with respect  to amounts credited to his or her Account, such amounts will be deemed to be invested in a default Crediting Rate Alternative designated by the Plan Administrator in accordance with Plan Rules.

4.3.3Crediting.  As of each Valuation Date, each Participant’s Account shall be adjusted for income, gains and losses as if the Account had in fact been invested in the Crediting Rate Alternative(s) so selected.

4.3.4Responsibility for Investing Adjustments.  The Plan Administrator will not be responsible in any manner to any Participant, Beneficiary or other person for any damages, losses or liabilities, costs or expenses of any kind arising in connection with any designation or elimination of a Crediting Rate Alternative or a Participant’s election of a Crediting Rate Alternative.

4.4Enhancement.

4.4.1General Rule.  The Account of each Participant who is employed by the Company or other Affiliate for the entire calendar month will be credited by an amount equal to the Enhancement multiplied by the balance of the Account on the first day of the month.  On the last business day of each month, this amount will be credited according to the Crediting Rate Alternatives in effect for new Deferral Credits.

4.4.2Exception.  No Enhancement will be credited with respect to the Participant during the remainder of the Company’s Fiscal Year in which the Participant becomes an executive committee member or during any of the Company’s Fiscal Years beginning after the date the Participant becomes an executive committee member; provided that the Committee, in its sole discretion, can cause the forfeiture of the Enhancement credited to a Participant’s Account during the Company’s Fiscal Year in which a Participant initially becomes an executive committee member.

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4.5Account Adjustments Upon a Change-in-Control or Plan Termination.

4.5.1In the event of a Plan termination following a Change-in-Control under Section 8.3.2 that causes a Trust to be established and funded pursuant to Section 7.3 where distribution of a Participant’s Account may not be made from the Trust within 60 days of the event because of restrictions imposed by Code section 409A, then the Participant’s Account as of the date of such event will no longer receive adjustments determined pursuant to Sections 4.3 and 4.4.

4.5.2On and after the date of an event described in Section 4.5.1, the Account will have an investment adjustment determined at an annual rate equal to the sum of the 10-Year U.S. Treasury Note plus 2%.  The 10-Year U.S. Treasury Note rate will be determined as of the date of the Plan termination under Section 8.3.2, or if no such rate is available on that date, the immediately preceding date such rate is available, and reset each calendar quarter as necessary.

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SECTION 5

VESTING

5.1Deferral Credits and Restoration Match Credits.  Deferral Credits and Restoration Match Credits (and related Earnings Credits) of each Participant shall be fully (100%) vested and nonforfeitable at all times except as otherwise provided.

5.2Discretionary Credits.  A Participant will be vested in any Discretionary Credits (and related Earnings Credits) as provided by the Plan Administrator when such amounts are credited to the Participant’s Account.

5.3Enhancement.

5.3.1General Rule.  Except as provided under Section 4.4.2, the Enhancement credited to a Participant’s Account will become fully vested and nonforfeitable upon the earliest occurrence of any of the following events while the Participant is still in the employment of a Participating Employer or other Affiliate:  (i) the Participant’s death; (ii) the last day of the calendar month in which a Participant attains age sixty-five (65) years; (iii) the determination that the Participant is Disabled; (iv) the occurrence of a Change-in-Control; (v) the Participant’s completion of five (5) Years of Service; or (vi) such other date as provided in writing to a Participant from the Plan Administrator.

5.3.2Forfeiture.  Any forfeiture of the Enhancement will occur as soon as practicable after the Participant’s Termination of Employment.  Forfeiture of the Enhancement that is not vested under Section 5.3.1 is limited to the aggregate amount of the Enhancement credited with respect to such amounts determined without regard to Earnings Credits on such Enhancement.  The amount of the Enhancement to be forfeited will be debited prorata against the Participant’s distribution options.

5.4SPP Benefit Transfer Credit.  A Participant has a forfeiture of the SPP Benefit to the extent there is a debit as provided in Section 3.3 or Appendix A.  The forfeiture amount will be debited against a Participant’s Account.  The debit will be made prorata among all distribution options of the Plan.

5.5ESBP Benefit Transfer Credit.  A Participant has a forfeiture of the ESBP Benefit to the extent there is a forfeiture as provided in Section 3.4.2.  The forfeiture amount will be debited against a Participant’s Account.  The debit will be made prorata among all the Participant’s distribution options under the Plan.

5.6Failure to Cooperate; Misinformation or Failure to Disclose.  A Participant’s Account is subject to forfeiture as provided under Sections 2.6.1.

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SECTION 6

DISTRIBUTION

6.1Distribution Elections.  Except as otherwise specifically provided in this Plan, a Participant may irrevocably elect for each Plan Year the form and time of distribution of the credits made to his or her Account for such Plan Year.

6.2General Rule.  A Participant’s distribution election relating to Deferral Credits must be made prior to the date the Participant’s deferral election becomes irrevocable.  The election shall be made in the form and manner prescribed by Plan Rules.  Distribution elections for Base Salary deferrals will also apply to Restoration Match Credits related to the same Plan Year.  Earnings Credits and Enhancements will be distributed in the same form and time as in effect for the related Account credit.  All Discretionary Credits will be distributed in the form of a single lump sum as of the time determined under Section 6.2.2(b).

6.2.1Form of Distribution.  The Participant may elect among the following forms of distribution.

(a)Installments.  A series of annual installments made over either five (5) years or ten (10) years commencing at a time provided under Section 6.2.2(a) or (b).  For purposes of Code section 409A, installment payments will be treated as a series of separate payments at all times.

(b)Lump Sum.  A single lump sum payment.

6.2.2Time of Payment.  The Participant may elect among the distribution commencement times described in this section; provided that: (y) SPP Benefit Transfer Credits determined pursuant to Appendix A, Section A-4.3 will be distributed as provided in Section 6.2.5(b), and (z) SPP Benefit Transfer Credits, other than those pursuant to Appendix A, Section A-4.3, as well as unvested ESBP Benefit Transfer Credits may not be distributed on a fixed payment date as described in paragraph (c).

(a)Termination of Employment.  Within 60 days following the Participant’s Termination of Employment.

(b)One-Year Anniversary of Termination of Employment.  Within 60 days following the one-year anniversary of the Participant’s Termination of Employment.

(c)Fixed Payment Date.  Within 60 days of January 1 of the calendar year elected by the Participant at the time of deferral.  If a Participant has a Termination of Employment as defined in Section 1.2.44 prior to the fixed payment date, such amount shall be paid on the earlier of: (i) within 60 days following January 1 in the tenth year following the year of the Termination of Employment, or (ii) January 1 of the calendar year elected by the Participant at the time of deferral.  The Plan Administrator will establish Plan Rules, procedures and limitations on establishing the number and times of the fixed payment dates available for Participants to elect.

(d)Payouts in 2008 and 2009.  During 2007 and 2008, consistent with transition relief available under Code section 409A, and subject to Plan Rules:

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(i)Participants had an opportunity to elect during 2007 to receive a distribution of all or a portion of their Account valued as of December 31, 2007 to be distributed in January 2008.

(ii)Participants had an opportunity to elect during 2007 to receive a distribution of all or a portion of their Bonus Deferral Credits for 2007 and Performance Share Awards in 2004, if any, to be credited under this Plan in 2008, to be distributed on the date such Bonus Deferral Credits or Performance Share Awards would otherwise have been credited to this Plan, or, with respect to such Performance Share Awards, such other date as specified in the election form.

(iii)Participants had an opportunity to elect during 2008 to receive a distribution of all or a portion of their Account valued as of December 31, 2008 to be distributed in January 2009.

(iv)Participants had an opportunity to elect during 2008 to receive a distribution of all or a portion of their Bonus Deferral Credits for 2008, if any, to be credited under this Plan in 2009, to be distributed on the date such Bonus Deferral Credits would otherwise have been credited to this Plan.

6.2.3Installment Amounts.  The amount of the annual installments shall be determined by dividing the amount of the vested portion of the Account as of the most recent Valuation Date preceding the date the installment is being paid by the number of remaining installment payments to be made (including the payment being determined).

6.2.4Small Benefit.  Subject to Section 6.3, in the event that the vested Account balance of a Participant who has died or experienced a Termination of Employment under the Plan is less than the applicable dollar amount under Code section 402(g)(1)(B) for that Plan Year as of the date on which the Company makes such determinations, the Company reserves the right to have the Participant’s entire Account paid in the form of a single lump sum payment, provided the Company’s exercise of discretion complies with the requirements of Treas. Reg. Sec. 1.409A-3(j)(4)(v).

6.2.5Default.  If for any reason a Participant shall have failed to make a timely designation of the form or time of distribution with respect to credits for a Plan Year (including reasons entirely beyond the control of the Participant), except as provided in Section 6.2.6, the distribution shall be made as indicated below:

(a)In the case of SPP Benefit Transfer Credits, other than those pursuant to Appendix A, Section A-4.3 - -  a single lump sum within 60 days following the one-year anniversary of the Participant’s Termination of Employment.

(b)In the case of SPP Benefit Transfer Credits pursuant to Appendix A, Section A-4.3:

(i)Twenty-four (24) monthly installment payments commencing within 60 days following the Participant’s Termination of Employment;

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(ii)Each monthly installment payment will be determined by dividing: (A) the amount of the vested portion of the Account attributable to Appendix A, Section A-4.3 and an amount of Earnings Credits equal to the investment adjustment that would have been credited on such SPP Benefit Transfer Credits at the Stable Value Crediting Rate Alternative   as of the most recent Valuation Date preceding the date the installment is due, by (B) twenty-four (24), less the number of monthly installment payments that have previously been made from the Plan.

(c)In all other cases - a single lump sum payment within 60 days following the Participant’s Termination of Employment.

6.2.6Crediting of Amounts after Benefit Distribution.  Notwithstanding any provision in this Plan Statement to the contrary other than Section 6.3:

(a)Deferral and Restoration Match Credits.

(i)Lump Sum Distribution.  If Deferral or Restoration Match Credits are due after the complete distribution of the Participant’s vested Account balance, or subaccount balance to which such Deferral or Restoration Match Credit relate, then such subsequent credits will be made to the Account and paid to the Participant in a single lump sum cash payment within 60 days of being credited to the Account.

(ii)Installment Distribution.  If Deferral or Restoration Match Credits are due after a related installment distribution occurs, then such subsequent credits will be made to the Account and included to determine the amount of the remaining scheduled payments as applicable.

(b)SPP or ESBP Benefit Transfer Credit.  The SPP Benefit Transfer Credit other than those pursuant to Appendix A, Section A-4.3 or ESBP Benefit Transfer Credit, as applicable, arising after a Participant’s Termination of Employment pursuant to Sections 3.3.3(f) and 3.4.1(e) shall be distributed in a single lump sum within 60 days following the Termination of Employment.

6.2.7Vesting in Benefits After the Distribution Date.  No portion of a Participant’s Account will be distributed prior to being vested.  Subject to Section 6.3, if Participant is scheduled to receive a distribution of a portion of his or her Account that is not vested, such unvested amount will not be paid until subsequently vested, at which time it will be paid out in accordance with the respective distribution election.

6.2.8No Spousal Rights.  No spouse, former spouse, Beneficiary or other person shall have any right to participate in the Participant’s designation of a form or time of payment.

6.3Six-Month Suspension for Specified Employees.  Notwithstanding any other provision in this Section 6 to the contrary, if a Participant is a Specified Employee at Termination of Employment, then any distributions arising on account of the Participant’s Termination of Employment (other than on account of death) that are due shall be suspended and not be made until (6) months have elapsed since such Participant’s Termination of Employment (or, if earlier, upon the date of the Participant’s death).  Any payments that were otherwise payable during the

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six-month suspension period referred to in the preceding sentence, will be paid within 60 days after the end of such six-month suspension period.

6.4Distribution on Account of Death.  Upon the death of a Participant, the Participant’s Account balance will be paid to the Participant’s Beneficiary in a single lump sum within 90 days following the Participant’s death.

6.5Distribution on Account of Unforeseeable Emergency.

6.5.1When Available.  A Participant may receive a distribution from the vested portion of his or her Account (which shall be deemed to include the deferral that would have been made but for the cancellation under Section 6.5.3) if the Plan Administrator determines that such distribution is on account of an Unforeseeable Emergency and the conditions in Section 6.5.2 have been fulfilled.  To receive such a distribution, the Participant must request a distribution by filing an application with the Plan Administrator and furnish such supporting documentation as the Plan Administrator may require.  In the application, the Participant shall specify the basis for the distribution and the dollar amount to be distributed.  If such request is approved by the Plan Administrator, distribution shall be made in a lump sum payment within 60 days following the approval by the Plan Administrator of the completed application.

6.5.2Limitations.  The amount that may be distributed with respect to a Participant’s Unforeseeable Emergency shall not exceed the amounts necessary to satisfy the emergency plus amounts necessary to pay taxes reasonably anticipated as a result of the distribution, after taking into account the extent to which such Unforeseeable Emergency is or may be relieved through reimbursement or compensation by insurance or otherwise by liquidation of the Participant’s assets (to the extent the liquidation of such assets would not itself cause severe financial hardship), and/or cancellation of deferrals pursuant to Section 6.5.3, provided the determination of such limitation is consistent with the requirements of Code section 409A(a)(2)(B)(ii).

6.5.3Cancellation of Deferral Elections.  As provided by Section 2.12, in the event of a distribution under Section 6.5.1 the Plan Administrator will cancel the Participant’s deferral elections for the balance of the applicable Plan Year.

6.6Designation of Beneficiaries.

6.6.1Right to Designate or Revoke.

(a)Each Participant may designate one or more primary Beneficiaries or secondary Beneficiaries to receive all or a specified part of such Participant’s vested Account in the event of such Participant’s death.  If fewer than all designated primary or secondary Beneficiaries predecease the Participant, then the amount of such predeceased Beneficiary’s portion shall be allocated to the remaining primary or secondary Beneficiaries, as the case may be.

(b)The Participant may change or revoke any such designation from time to time without notice to or consent from any spouse, any person named as Beneficiary or any other person.

(c)No such designation, change or revocation shall be effective unless completed and filed with the Plan Administrator in accordance with Plan Rules during the Participant’s lifetime.

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6.6.2Failure of Designation.  If a Participant:

(a)fails to designate a Beneficiary,

(b)designates a Beneficiary and thereafter revokes such designation without naming another Beneficiary, or

(c)designates one or more Beneficiaries and all such Beneficiaries so designated fail to survive the Participant, such Participant’s vested Account, shall be payable to the first class of the following classes of automatic Beneficiaries:

Participant’s surviving spouse
Representative of Participant’s estate

6.6.3Disclaimers by Beneficiaries.  A Beneficiary entitled to a distribution of all or a portion of a deceased Participant’s vested Account may disclaim an interest therein subject to the Plan Rules.

6.6.4Special Rules.  Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

(a)If there is not sufficient evidence that a person designated as a Beneficiary was living at the time of the death of the Participant, it shall be deemed that the Beneficiary was not living at the time of the death of the Participant.

(b)The automatic Beneficiaries specified in Section 6.6.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death (subject to Section 6.6.3) so that, if a Beneficiary survives the Participant but dies before the receipt of all payments due such Beneficiary hereunder, such remaining payments shall be payable to the representative of such Beneficiary’s estate.

(c)If the Participant designates as a Beneficiary the person who is the Participant’s spouse on the date of the designation, either by name or by relationship, or both, the dissolution, annulment or other legal termination of the marriage between the Participant and such person shall automatically revoke such designation.  The foregoing shall not prevent the Participant from designating a former spouse as a beneficiary on a form that is both executed by the Participant and received by the Plan Administrator (i) after the date of the legal termination of the marriage between the Participant and such former spouse and (ii) during the Participant’s lifetime.

(d)A finalized marriage (other than a common law marriage) of a Participant subsequent to the date of filing of a Beneficiary designation shall revoke such designation unless the Participant’s new spouse had previously been designated as the Beneficiary.

(e)Any designation of a nonspouse Beneficiary by name that is accompanied by a description of relationship to the Participant shall be given effect without regard

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to whether the relationship to the Participant exists either then or at the Participant’s death.

(f)Any designation of a Beneficiary only by statement of relationship to the Participant shall be effective only to designate the person or persons standing in such relationship to the Participant at the Participant’s death.

6.7Facility of Payment.

6.7.1Legal Disability.  In case of the legal disability, including minority, of an individual entitled to receive any payment under this Plan, payment shall be made, if the Plan Administrator shall be advised of the existence of such condition:

(a)to the duly appointed guardian, conservator or other legal representative of such individual, or

(b)to a person or institution entrusted with the care or maintenance of the incompetent or disable Participant or Beneficiary, provided such person or institution has satisfied the Plan Administrator that the payment will be used for the best interest and assist in the care of such individual, and provided further, that no prior claim for said payment has been made by a duly appointed guardian, conservator or other legal representative of such individual.

6.7.2Discharge of Liability.  Any payment made in accordance with the foregoing provisions of this Section 6.7 shall constitute a complete discharge of any liability or obligation of the Participating Employers under this Plan.

6.8Tax Withholding.  The Participating Employer (or any other person legally obligated to do so) shall withhold the amount of any federal, state or local income tax, payroll tax or other tax that the payer reasonably determines is required to be withheld under applicable law with respect to any amount payable under this Plan.  All benefits otherwise due hereunder shall be reduced by the amount to be withheld.

6.9Payments Upon Rehire.  If a Participant who is receiving installment payments or due a deferred lump sum payment under this Plan is rehired, the payments will continue in accordance with the prior distribution elections.

6.10Application for Distribution.  A Participant may be required to make application to receive payment and to complete other forms and furnish other documentation required by the Plan Administrator.  Distribution shall not be made to any Beneficiary until such Beneficiary shall have filed an application for benefits in a form acceptable to the Plan Administrator and such application shall have been approved by the Plan Administrator and the Plan Administrator has determined that the applicant is entitled to payment.

6.11Acceleration of Distributions.  The Plan Administrator in its sole discretion may exercise discretion to accelerate the distribution of any payment under this Plan to the extent allowed under Code section 409A.

6.12Delay of Distributions.  The Plan Administrator in its sole discretion may exercise discretion to delay the distribution of any payment under this Plan to the extent allowed under Code section 409A, including, but not limited to, as necessary to maximize the Company’s tax

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deductions as allowed pursuant to Code section 162(m) or to avoid violation of federal securities or other applicable law.

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SECTION 7

SOURCE OF PAYMENTS; NATURE OF INTEREST

7.1Source of Payments.

7.1.1General Assets.  Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under Section 6, and all costs, charges and expenses relating thereto.

7.1.2Trust.  Upon a Change-in-Control that causes the Plan to be terminated under Section 8.3.2, the trustee of the Trust will make distributions to Participants and Beneficiaries from the Trust in satisfaction of a Participating Employer’s obligations to make distributions under this Plan in accordance with and subject to the terms of the Trust to the extent such payments are not otherwise made directly by the Participating Employer.

7.2Unfunded Obligation.  The obligation of the Participating Employers to make payments under this Plan constitutes only the unsecured (but legally enforceable) promise of the Participating Employers to make such payments.  Participants and their Beneficiaries, heirs, successors and assigns shall have no legal or equitable rights, claims or interests in any specific property or assets of the Company or a Participating Employer, nor shall they be beneficiaries of, or have any rights, claims or interests in any life insurance policies, annuity contracts or the proceeds therefrom owned or which may be acquired by the Company.

7.3Establishment of Trust.  The Participating Employers shall have no obligation to establish or maintain any fund, trust or account (other than a bookkeeping account or reserve) for the purpose of funding or paying the benefits promised under this Plan except as provided in the Trust.  The Participating Employers may from time to time transfer to the Trust cash, or other marketable securities or other property acceptable to the trustee in accordance with the terms of the Trust.  If the Participating Employers have deposited funds in the Trust, such funds shall remain the sole and exclusive property of the Participating Employer that deposited such funds.

7.4Spendthrift Provision.  Except as otherwise provided in this Section 7.4, no Participant or Beneficiary shall have any interest in any Account which can be transferred nor shall any Participant or Beneficiary have any power to anticipate, alienate, dispose of, pledge or encumber the same while in the possession or control of the Participating Employers.  The Plan Administrator shall not recognize any such effort to convey any interest under this Plan.  No benefit payable under this Plan shall be subject to attachment, garnishment, or execution following judgment or other legal process before actual payment to such person.

7.4.1Right to Designate Beneficiary.  The power to designate Beneficiaries to receive the Account of a Participant in the event of such Participant’s death shall not permit or be construed to permit such power or right to be exercised by the Participant so as thereby to anticipate, pledge, mortgage or encumber such Participant’s Account or any part thereof, and any attempt of a Participant so to exercise said power in violation of this provision shall be of no force and effect and shall be disregarded by the Participating Employers.

7.4.2Plan Administrator’s Right to Exercise Discretion.  This Section 7.4 shall not prevent the Plan Administrator from exercising, in its discretion, any of the applicable powers and options granted to it under any applicable provision hereof.

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7.5Compensation Recovery (Recoupment).  Notwithstanding any other provision of the Plan, a Participant who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Company’s consolidated financial statements and who becomes subject to the Company’s recoupment policy as adopted by the Compensation Committee of the Company’s Board of Directors and amended from time to time (“Recoupment Policy”) may have all or a portion of his or her benefit under this Plan forfeited and/or all or a portion of any distributions payable to the Participant or his or her Beneficiary recovered by the Company.

7.5.1Any Deferral Credit and related Earnings Credits resulting from the deferral of Eligible Compensation that is subject to recovery under the Recoupment Policy may be forfeited and, in such event, a corresponding adjustment will be made to the Participant’s Account balance.

7.5.2If a Participant has commenced distributions and is subject to a claim for recovery under the Recoupment Policy, then the Company may, subject to any limitations under Code section 409A, retain all or any portion of the Participant’s (or his or her Beneficiary’s) taxable distribution, net of state, federal or foreign tax withholding, to satisfy such claim.

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SECTION 8
ADOPTION, AMENDMENT AND TERMINATION

8.1Adoption.  With the prior approval of the Plan Administrator, an Affiliate may adopt the Plan and become a Participating Employer by furnishing to the Plan Administrator a certified copy of a resolution of its board of directors adopting this Plan.

8.2Amendment.

8.2.1General Rule.  The Board may at any time amend this Plan, in whole or in part, for any reason, including but not limited to tax, accounting or insurance changes, a result of which may be to terminate this Plan for future deferrals; provided, unless such amendment is necessary or reasonable to comply with any changes in law, no amendment shall be effective to decrease the benefits, nature or timing thereof payable under this Plan to any Participant with respect to deferrals made (and benefits thereafter accruing) prior to the date of such amendment.  Notwithstanding the above, the Board authorizes the Committee to amend this Plan to make changes to the Crediting Rate Alternatives by either adding any new or deleting any existing Crediting Rate Alternatives, to impose limitations on selection of or deferral into any Crediting Rate Alternative, or to make any amendments to this Plan Statement deemed necessary or desirable by the Committee for the operation and administration of this Plan provided such amendment does not have a material financial impact on the Company.  Such changes will be considered an Amendment to this Plan and shall be effective without further action by the Board.  Written notice of any amendment shall be given to each Participant then participating in this Plan.

8.2.2Amendment to Benefit of Executive Officer.  Any amendment to the benefit of an executive officer under this Plan, to the extent approval of such amendment by the board of directors would be required by the Securities and Exchange Commission and its regulations or the rules of any applicable securities exchange, will require the approval of the Board.

8.2.3No Oral Amendments.  No modification of the terms of this Plan Statement shall be effective unless it is in writing.  No oral representation concerning the interpretation or effect of this Plan Statement shall be effective to amend this Plan Statement.

8.3Termination and Liquidation.

8.3.1General Rule.

(a)To the extent necessary or reasonable to comply with any changes in law, the Board may at any time terminate and liquidate this Plan, provided such termination and liquidation satisfies the requirements of Code section 409A.

(b)To the extent that a Participant’s benefit under the Plan will be immediately included in the income of the Participant, as determined by a court of competent jurisdiction or the Internal Revenue Service, to the extent permitted under Code section 409A, the Board may terminate and liquidate this Plan, in whole or in part, as it relates to the impacted Participant.

8.3.2Plan Termination and Liquidation on Account of a Change-in-Control.  Upon a Change-in-Control, the Plan will terminate and payment of all amounts under the Plan will be accelerated if and to the extent provided in this Section 8.3.2.

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(a)The Plan will be terminated effective as of the first date on which there has occurred both (i) a Change-in-Control under Section 1.2.8(a), and (ii) a funding of the Trust on account of such Change-in-Control (referred to herein as the “Plan termination effective date”) unless, prior to such Plan termination effective date, the Board affirmatively determines that the Plan will not be terminated as of such effective date. The Board will be deemed to have taken action to irrevocably terminate the Plan as of the Plan termination effective date by its failure to affirmatively determine that the Plan will not terminate as of such date.

(b)The determination by the Board under paragraph (a) constitutes a determination that such termination will satisfy the requirements of Code section 409A, including an agreement by the Company that it will take such additional action or refrain from taking such action as may be necessary to satisfy the requirements necessary to terminate and liquidate the Plan under paragraph (c) below.

(c)In the event the Board does not affirmatively determine not to terminate the Plan as provided in paragraph (a),  such termination shall be subject to either (i) or (ii), as follows:

(i)If the Change-in-Control qualifies as a “change in control event” for purposes of Code section 409A, payment of all amounts under the Plan will be accelerated and made in a lump sum as soon a administratively practicable but not more than 90 days following the Plan termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) have been satisfied.

(ii)If the Change-in-Control does not qualify as a “change in control event” for purposes of Code section 409A, payment of all amounts under the Plan will be accelerated and made in a lump sum as soon as administratively practicable but not more than 60 days following the 12 month anniversary of the Plan termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have been satisfied.

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SECTION 9
CLAIM PROCEDURES

9.1Claims Procedure.  Until modified by the Plan Administrator, the claim and review procedures set forth in this Section shall be the mandatory claim and review procedures for the resolution of disputes and disposition of claims filed under this Plan.  An application for a distribution or withdrawal shall be considered as a claim for the purposes of this Section.

9.1.1Initial Claim.  An individual may, subject to any applicable deadline, file with the Plan Administrator a written claim for benefits under this Plan in a form and manner prescribed by the Plan Administrator.

(a)If the claim is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within ninety (90) days after receipt of the claim.

(b)The ninety (90) day period for making the claim determination may be extended for ninety (90) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial ninety (90) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

9.1.2Notice of Initial Adverse Determination.  A notice of an adverse determination shall set forth in a manner calculated to be understood by the claimant.

(a)The specific reasons for the adverse determinations,

(b)references to the specific provisions of this Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a description of any additional material or information necessary to perfect the claim and an explanation of why such material or information is necessary, and

(d)a description of the claim and review procedures, including the time limits applicable to such procedure, and a statement of the claimant’s right to bring a civil action under ERISA section 502(a) following an adverse determination on review.

9.1.3Request for Review.  Within sixty (60) days after receipt of an initial adverse benefit determination notice, the claimant may file with the Plan Administrator a written request for a review of the adverse determination and may, in connection therewith submit written comments, documents, records and other information relating to the claim benefits.  Any request for review of the initial adverse determination not filed within sixty (60) days after receipt of the initial adverse determination notice shall be untimely.

9.1.4Claim on Review.  If the claim, upon review, is denied in whole or in part, the Plan Administrator shall notify the claimant of the adverse benefit determination within sixty (60) days after receipt of such a request for review.

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(a)The sixty (60) day period for deciding the claim on review may be extended for sixty (60) days if the Plan Administrator determines that special circumstances require an extension of time for determination of the claim, provided that the Plan Administrator notifies the claimant, prior to the expiration of the initial sixty (60) day period, of the special circumstances requiring an extension and the date by which a claim determination is expected to be made.

(b)In the event that the time period is extended due to a claimant’s failure to submit information necessary to decide a claim on review, the claimant shall have sixty (60) days within which to provide the necessary information and the period for making the claim determination on review shall be tolled from the date on which the notification of the extension is sent to the claimant until the date on which the claimant responds to the request for additional information or, if earlier, the expiration of sixty (60) days.

(c)The Plan Administrator’s review of a denied claim shall take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

9.1.5Notice of Adverse Determination for Claim on Review.  A notice of an adverse determination for a claim on review shall set forth in a manner calculated to be understood by the claimant.

(a)the specific reasons for the denial,

(b)references to the specific provisions of this Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(c)a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all  documents, records, and other information relevant to the claimant’s claim for benefits,

(d)a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain information about such procedures, and

(e)a statement of the claimant’s right to bring an action under ERISA section 502(a).

9.2Rules and Regulations.

9.2.1Adoption of Rules.  Any rule not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

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9.2.2Specific Rules.

(a)No inquiry or question shall be deemed to be a claim or a request for a review of a denied claim unless made in accordance with the established claim procedures.  The Plan Administrator may require that any claim for benefits and any request for a review of a denied claim be filed on forms to be furnished by the Plan Administrator upon request.

(b)All decisions on claims and on requests for a review of denied claims shall be made by the Plan Administrator unless delegated as provided for in the Plan, in which case references in this Section 9 to the Plan Administrator shall be treated as references to the Plan Administrator’s delegate.

(c)Claimants may be represented by a lawyer or other representative at their own expense, but the Plan Administrator reserves the right to require the claimant to furnish written authorization and establish reasonable procedures for determining whether an individual has been authorized to act on behalf of a claimant.  A claimant’s representative shall be entitled to copies of all notices given to the claimant.

(d)The decision of the Plan Administrator on a claim and on a request for a review of a denied claim may be provided to the claimant in electronic form instead of in writing at the discretion of the Plan Administrator.

(e)In connection with the review of a denied claim, the claimant or the claimant’s representative shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information necessary to make a benefit determination accompanies the filing.

(f)The time period within which a benefit determination will be made shall begin to run at the time a claim or request for review is filed in accordance with the claims procedures, without regard to whether all the information necessary to make a benefit determination accompanies the filing.

(g)The claims and review procedures shall be administered with appropriate safeguards to that benefit claim determinations are made in accordance with governing plan documents and, where appropriate, the plan provisions have been applied consistently with respect to similarly situated claimants.

(h)The Plan Administrator may, in its discretion, rely on any applicable statute of limitation or deadline as a basis for denial of any claim.

9.3Limitations and Exhaustion.

9.3.1Claims.  No claim shall be considered under these administrative procedures unless it is filed with the Plan Administrator within two (2) years after the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the claim.  Every untimely claim shall be denied by the Plan Administrator without regard to the merits of the claim.

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9.3.2Lawsuits.  No suit may be brought by or on behalf of any Participant or Beneficiary on any matter pertaining to this Plan unless the action is commenced in the proper forum within two (2) years from the earlier of:

(a)the date the Participant knew (or reasonably should have known) of the general nature of the dispute giving rise to the action, or

(b)the date the claim was denied.

9.3.3Exhaustion of Remedies.  These administrative procedures are the exclusive means for resolving any dispute arising under this Plan.  As to such matters:

(a)no Participant or Beneficiary shall be permitted to litigate any such matter unless a timely claim has been filed under these administrative procedures and these administrative procedures have been exhausted, and

(b)determinations by the Plan Administrator (including determinations as to whether the claim was timely filed shall be afforded the maximum deference permitted by law.

9.3.4Imputed Knowledge.  For the purpose of applying the deadlines to file a claim or a legal action, knowledge of all facts that a Participant knew or reasonably should have known shall be imputed to every claimant who is or claims to be a Beneficiary of the Participant or otherwise claims to derive an entitlement by reference to the Participant for the purpose of applying the previously specified periods.

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SECTION 10
PLAN ADMINISTRATION

10.1Plan Administration

10.1.1Administrator.  The Company is the “administrator” of the Plan for purposes of section 3(16)(A) of ERISA.  Except as expressly otherwise provided herein, the Company shall control and manage the operation and administration of this Plan and make all decisions and determinations.

10.1.2Authority and Delegation.  Except in cases where this Plan expressly requires action on behalf of the Company to be taken by the Board, action on behalf of the Company may be taken by any of the following:

(a)The Board.

(b)The Chief Executive Officer of the Company.

(c)The senior Vice President of Human Resources of the Company.

(d)Any person or persons, natural or otherwise, or committee, to whom responsibilities for the operation and administration of the Plan are delegated by the Company, by resolution of the Board or by written instrument executed by the Chief Executive Officer or the senior Vice President of Human Resources of the Company and filed with its permanent records, provided action of such person or persons or committee shall be within the scope of said delegation.

10.1.3Determination.  The Plan Administrator shall make such determinations as may be required from time to time in the administration of this Plan.  The Plan Administrator shall have the discretionary authority and responsibility to interpret and construe this Plan Statement and to determine all factual and legal questions under this Plan, including but not limited to the entitlement of Participants and Beneficiaries, and the amounts of their respective interests.

10.1.4Reliance.  The Plan Administrator may act and rely upon all information reported to it hereunder and need not inquire into the accuracy thereof, nor be charged with any notice to the contrary.

10.1.5Rules and Regulations.  Any rule, regulation, policy, practice or procedure not in conflict or at variance with the provisions hereof may be adopted by the Plan Administrator.

10.2Conflict of Interest.  If any individual to whom authority has been delegated or redelegated hereunder shall also be a Participant in this Plan, such Participant shall have no authority with respect to any matter specially affecting such Participant’s individual interest hereunder or the interest of a person superior to him or her in the organization (as distinguished from the interests of all Participants and Beneficiaries or a broad class of Participants and Beneficiaries), all such authority being reserved exclusively to other individuals as the case may be, to the exclusion of such Participant, and such Participant shall act only in such Participant’s individual capacity in connection with any such matter.

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10.3Committee Membership and Authority.

10.3.1Appointment.  The Company may, in its discretion, appoint a committee to act as agent of the Company in performing the duties of the Plan Administrator.

10.3.2Membership and Authority.  The committee will consist of three or more persons appointed by the Board and shall be subject to the following:

(a)The committee shall act by a majority of its then members by meeting or by writing filed without meeting.

(b)A committee member may resign at any time by giving ten days’ advance written notice to the Company and the other committee members.  The Board may remove a committee member by giving advance written notice to him or her and the other committee members.

(c)The Board may fill any vacancy in the membership of the committee and shall give prompt written notice thereof to the other committee members.  While there is a vacancy in the membership of the committee, the remaining committee members shall have the same powers as the full committee until the vacancy is filled.

(d)A certificate of either the secretary to the committee or a majority of the members of the committee that the committee has taken or authorized any action will be conclusive in favor of any person relying on the certificate.

10.4Service of Process.  In the absence of any designation to the contrary by the Plan Administrator, the General Counsel of the Plan Administrator is designated as the appropriate and exclusive agent for the receipt of service of process directed to this Plan in any legal proceeding, including arbitration, involving this Plan.

10.5Choice of Law.  Except to the extent that federal law is controlling, this Plan Statement will be construed and enforced in accordance with the laws of the State of Minnesota.

10.6Responsibility for Delegate.  No person shall be liable for an act or omission of another person with regard to a responsibility that has been allocated to or delegated to such other person pursuant to the terms of the Plan Statement or pursuant to procedures set forth in the Plan Statement.

10.7Expenses.  All expenses of administering the benefits due under this Plan shall be borne by the Participating Employers.

10.8Errors in Computations.  It is recognized that in the operation and administration of the Plan certain mathematical and accounting errors may be made or mistakes may arise by reason of factual errors in information supplied to the Company or trustee.  The Company shall have power to cause such equitable adjustments to be made to correct for such errors as the Company, in its sole discretion, considers appropriate.  Such adjustments shall be final and binding on all persons.

10.9Indemnification.  In addition to any other applicable provisions for indemnification, the Participating Employers jointly and severally agree to indemnify and hold harmless, to the extent permitted by law, each director, officer and Employee of the Participating Employers against any

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and all liabilities, losses, costs or expenses (including legal fees) of whatsoever kind and nature which may be imposed on, incurred by or asserted against such person at any time by reason of such person’s services as an administrator in connection with this Plan, but only if such person did not act dishonestly, or in bad faith, or in willful violation of the law or regulations under which such liability, loss, cost or expense arises.

10.10Notice.  Any notice required under this Plan Statement may be waived by the person entitled thereto.

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SECTION 11
CONSTRUCTION

11.1ERISA Status.  This Plan was adopted and is maintained with the understanding that it is an unfunded plan maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees as provided in section 201(2), section 301(a)(3) and section 401(a)(1) of ERISA.  This Plan shall be interpreted and administered accordingly.

11.2IRC Status.  This Plan is intended to be a nonqualified deferred compensation arrangement that will comply in form and operation with the requirements of Code section 409A and this Plan will be construed and administered in a manner that is consistent with and gives effect to such intention.

11.3Rules of Document Construction.  In the event any provision of this Plan Statement is held invalid, void or unenforceable, the same shall not affect, in any respect whatsoever, the validity of any other provision of this Plan.  The titles given to the various Sections of this Plan Statement are inserted for convenience of reference only and are not part of this Plan Statement, and they shall not be considered in determining the scope, purpose, meaning or intent of any provision hereof.  The provisions of this Plan Statement shall be construed as a whole in such manner as to carry out the provisions thereof and shall not be construed separately without relation to the context.

11.4References to Laws.  Any reference in this Plan Statement to a statute or regulation shall be considered also to mean and refer to any subsequent amendment or replacement of that statute or regulation unless, under the circumstances, it would be inappropriate to do so.

11.5Appendices.  The Plan provisions that have application to a limited number of Participants or that otherwise do not apply equally to all Participants may be described in an appendix to this Plan Statement.  In the event of a conflict between the terms of an appendix and the terms of the remainder of this Plan Statement, the appendix will control.

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APPENDIX A

SPP Benefit

A-1Purpose and Application.  The purpose of this Appendix A to this Plan Statement is to establish the rules for determining the amount of the SPP Benefit Transfer Credit under this Plan.

A-2Background.

A-2.1Transfer Credits.The Company has adopted and maintained several nonqualified supplemental pension plans to provide retirement income to a select group of highly compensated and key management employees in excess of the retirement income that can be provided under the Target Pension Plan on account of limitations imposed by the Code.  Effective April 30, 2002, the Company began converting the accrued supplemental pension benefits of certain participants to credits under this Plan as adjusted annually to reflect changes in such benefits.

A-2.2Cash Balance Formula.Effective January 1, 2003, the Target Pension Plan was amended to add a cash balance pension plan formula (referred to as the “personal pension account”).  Depending on the date participation commences or an election was made, a Participant who has a benefit under the Target Pension Plan may have his or her accrued benefit under such plan based solely on the final average pay formula (the “traditional formula”), solely on the personal pension account, or a combination of the traditional formula (frozen as of December 31, 2002) and the personal pension account.

A-3Definitions.

A-3.1SPP I“SPP I” means the Target Corporation SPP I.

A-3.2SPP II“SPP II” means the Target Corporation SPP II.

A-3.3SPP III“SPP III” means the Target Corporation SPP III.

A-4SPP Benefit.  Each Participant’s SPP Benefit is equal to the sum of the benefits under Section A-4.1, Section A-4.2 and Section A-4.3.

A-4.1Traditional Formula Benefit.  A Participant’s SPP Benefit is the excess, if any, of the monthly pension benefit under (a) over the monthly pension benefit under (b):

(a)The monthly pension benefit the Participant would be entitled to under the Target Pension Plan, based on the “traditional formula,” if such formula were applied

(i)without regard to the maximum benefit limitation required by Code section 415;

(ii)without regard to the maximum compensation limitation under Code section 401(a)(17);

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(iii)as if the definition of “certified earnings” under the Target Pension Plan for a plan year included compensation that would have been paid in the plan year in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation plan;

(iv)without regard to the alternative benefit formula of Sections 4.6(a)(3) and 4.6(b)(2) of the Target Pension  Plan.

(b)The monthly pension benefit the Participant is entitled to receive under the Target Pension Plan on account of the “traditional formula.”

A-4.2Personal Pension Account.  A Participant’s SPP Benefit includes the excess, if any, of the amount determined under (a) over the amount determined under (b):

(a)The amount that would have been credited each quarter (including both “pay credits” and “interest credits”) to the Participant’s “personal pension account” under the Target Pension Plan, if such account were applied:

(i)without regard to the maximum benefit limitations required by Code section 415;

(ii)without regard to the maximum compensation limitation under Code section 401(a)(17);

(iii)as if the definition of “certified earnings” under the Target Pension Plan for a calendar quarter included compensation that would have been paid during such calendar quarter in the absence of the Participant’s election to defer payment of the compensation to a later date pursuant to the provisions of a deferred compensation plan;

(iv)as if a distribution had been made from such account equal to any SPP Benefit Transfer Credits made under Section 3.3.

(b)The amount of the credits actually made to the Participant’s “personal pension account” under the Target Pension Plan.

A-4.3SPP III.  For a Participant who was participating in SPP III, the Participant’s SPP Benefit includes the actuarial equivalent lump sum present value of the monthly pension benefit under (a) over the monthly pension benefit under (b):

(a)The monthly pension benefits determined under Section A-4.1(a) determined by treating the Participant as five (5) years older than his or her actual age solely for purposes of determining the early reduction factor (but in no case shall the Participant’s age be deemed to be greater than age 65).

(b)The monthly pension benefits determined under Section A-4.1(a).

A-4.4Company Determination.  The actuarial lump sum present value of a Participant’s benefit determined under this Appendix A will be determined by the Company, in

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its sole and absolute discretion, by using such factors and assumptions as the Company considers appropriate in its sole and absolute discretion as of the date of distribution or transfer.

A-5Forfeiture of SPP III Benefit.

A-5.1Pre-Age 55 SPP III Forfeiture.A Participant who has a Termination of Employment prior to attaining age 55 will forfeit that portion of his or her SPP Benefit Transfer Credit and Earnings Credit determined under Section A-5.3.

A-5.2ICP Eligibility SPP III Forfeiture.  A Participant who becomes entitled to receive payments under an income continuation plan or policy of an Affiliate on account of his or her Termination of Employment after attaining age 55 will forfeit that portion of his or her SPP Benefit Transfer Credit and Earnings Credit determined under Section A-5.3.

A-5.3Amount of SPP III Forfeiture.  A Participant’s forfeiture under Sections A-5.1 or A-5.2 is that portion of the SPP Benefit Transfer Credits attributable to his or her SPP Benefit determined under Section A-4.3 of Appendix A, and an amount of Earnings Credits equal to the investment adjustment that would have been credited on such SPP Benefit Transfer Credits at the Stable Value Crediting Rate Alternative.

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EX-10.(L)

Exhibit 10(L)

TARGET CORPORATION

OFFICER INCOME CONTINUANCE POLICY STATEMENT

As Amended and Restated January 13, 2010

I.CONCEPTS

A.GENERAL

The present policy of the Corporation is to provide, under certain defined circumstances, Income Continuance Payments to certain “Officers” or “Executives” whose employment is terminated at the instance of the Corporation or who involuntarily or for good reason terminate within two years after a Change in Control. This policy is intended to assist in the occupational transition and financial security of those identified Executives whose services are no longer deemed required within the Corporation, who have during their tenure been faithful and honest employees, who do not during the period of those payments engage in disqualifying misconduct, and to the extent not compensated for services to a directly competitive employer and to assist Executives who involuntarily or for good reason terminate employment with the Corporation within two years after a Change in Control.

This will be known as the Officer Income Continuance Policy (“Officer-ICP”) of the Corporation. It will be interpreted and applied in accordance with this Statement of policy and with any subsequent amendment or restatement applicable to the Executive. The Corporation’s Income Continuance Policy Statement has been consolidated and transferred into the Officer-ICP.

The Officer-ICP has been operated in compliance with Internal Revenue Code (“Code”) Section 409A since January 1, 2005.  Effective January 1, 2009, the Officer-ICP was amended to comply with Code Section 409A with respect to all amounts payable from the Officer-ICP that are considered nonqualified deferred compensation.

B.ELIGIBILITY

To be eligible under Officer-ICP, an individual must be an Officer as specified in this Statement.

C.REASSIGNMENT

An Executive will continue to have income protection under Officer-ICP for at least 12 calendar months (Eligibility Period) after internal reassignment to a position which does not otherwise include eligibility for Officer-ICP benefits.

D.SPIN-OFF

An Executive who is employed by a business unit on the closing date of any Spin-Off which includes such business unit is no longer eligible for Officer-ICP.

E.DISQUALIFICATION AND REDUCTION

Serious and deliberate misconduct in employment by an Executive resulting in discharge for cause can disqualify an Executive from Officer-ICP eligibility. Except as otherwise expressly provided in this Statement, after termination under Officer-ICP and normal windup of former duties an Executive will not be required to perform any regular services for the Corporation, and will be free to accept any other employment. Except as otherwise provided in this Statement, Officer-ICP Payments otherwise payable to an Executive will be reduced or excused in the amount of compensation from Directly Competitive Employment as specifically defined to the Executive in advance according to this Statement. An Executive otherwise entitled to Officer-ICP Payments after Termination or Reassignment will be disqualified from receiving future Payments by reason of serious and deliberate misconduct which is unlawful or clearly and seriously harmful to the Corporation, or to its interests.

F.INTERPRETATION

Subject to the express terms of this Statement, the Chief Executive Officer of the Corporation will have sole and final authority to interpret the Officer-ICP and determine its application, and will interpret it consistently. Section I of this Statement is intended as a summary of the more detailed provisions of Section II. For that reason, Section II will control in the event of any difference.

II.APPLICATION

A.ELIGIBILITY PERIOD - DEFINITION

The “Eligibility Period” of an Executive is determined by the Executive’s most recent Salary Grade on the Notice of Termination or Reassignment by the Corporation; provided, however, in the event of a downgrade or downgrades, the Eligibility Period of the Executive’s highest Salary Grade shall continue to be applicable until the expiration of the Eligibility Period for that Salary Grade and then the Eligibility Period for the next highest Salary Grade shall be used until it expires and this process shall continue until the Eligibility Period for the last Salary Grade for which this Statement covers expires. It will be calculated according to the following schedule:

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Salary Grade	Eligibility Period
37 or higher	24 months
35-36	22 months
32-34	20 months
30-31	18 months
28-29	16 months
26-27	14 months
lower than 26	12 months

An Executive entitled to Officer-ICP Payments will not be entitled to prepayment or other change in the payment schedule.

B.ELIGIBILITY PERIOD - USE

The Eligibility Period of an Executive will determine the number of consecutive calendar months for which an Executive remains eligible for Officer-ICP Payments under this Statement after:

1.Reassignment to a new position within the Corporation which is not designated an Officer Position, or

2.A downgrade as set forth in A. above.

C.PAYMENT PERIOD - - DEFINITION

The Payment Period for an Executive will consist of the same number of months as the Executive’s Eligibility Period, measured from the time when Officer-ICP Payments first become payable to the Executive under the terms of this Statement.

D.PAYMENTS

1.Amount

Each monthly Officer-ICP amount during the Payment Period will equal one twelfth (1/12) of the Executive’s Final Annual Cash Compensation from the Corporation which will consist of the sum of:

a.Base Compensation

The annual Base (regular monthly or other fixed salary) rate payable as Cash Compensation to the Executive at the time of Notice of Termination or effective date of Reassignment or downgrade, but in no event less than the highest annual rate paid to the Executive at any time during a number of months equal to the Executive’s Eligibility Period immediately before the Notice of Termination or effective date of Reassignment or downgrade, and

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b.Performance Bonus

The average amount of the three annual Performance Bonuses most recently paid or credited to the Executive as Cash Compensation or deferred bonus, prior to Executive’s Notice of Termination or effective date of Reassignment or downgrade. For purposes of Officer-ICP, the Performance Bonus of an Executive shall be determined according to the applicable Short Term Incentive Plan of the Corporation, shall also include, if applicable, any discretionary bonus paid during said applicable period on account of the Executive’s performance but outside of the purview of the then applicable Short Term Incentive Plan.

c.Adjustment

The annual rate in dollars of each merit increase awarded to an Executive before Notice of Termination will be included in Base Compensation to determine the Executive’s Officer-ICP Payments. If the Executive’s annual rate of Base Compensation at the time of Notice of Termination has been increased or decreased to reflect a change from the Short Term Incentive Plan used to determine the Performance Bonus defined above, and the change is for the purpose of altering the future relationship of Bonus to total Annual Cash Compensation of the Executive, then the dollar amount of that increase or decrease in annual rate of Base Compensation will be excluded in determining ICP Payments.

d.Installment Payments

Although the amount of an Executive’s benefit is determined on a monthly basis, such monthly amount shall be converted to and made at the same frequency as the Corporation’s standard payroll practices. With respect to any benefit under Officer-ICP that is considered deferred compensation pursuant to Code Section 409A, each installment payment shall be considered a separate payment.

2.Commencement

Officer-ICP Payments, or entitlement to begin receiving them, will commence after the Corporation has received a valid unrevoked Release and Agreement from Executive, subject to any Set-offs, Adjustments and Withholding as specified herein. Unless the Executive is a Specified Employee, Officer-ICP Payments shall commence not later than ninety (90) days following the date of the Executive’s separation from service, as defined under Code Section 409A. If at the time of the Executive’s separation from service, as defined under Code Section 409A, the Executive is a Specified Employee then no distribution of an Officer-ICP Payment that is considered deferred compensation pursuant to Code Section 409A will be made within 6 months of the separation from service, as defined under Code Section 409A, unless such Officer-ICP Payment would

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otherwise be exempt from the requirements of Code Section 409A. Any Officer-ICP Payments suspended during such 6 month period will be paid at the time of the first Officer-ICP Payment after such 6 month period. The Executive shall not be entitled to any compensation, benefits or perquisites, other than Officer-ICP Payments, after the date of the Executive’s separation from service, as defined under Code Section 409A.

3.Set-Off and Withholding

Officer-ICP Payments are not intended to duplicate or be in addition to any other payment due between the Corporation and the Executive.

a.Reduction

Each Payment otherwise due from the Corporation to the Executive will be reduced, dollar for dollar and in timing by all amounts which the Executive receives or is entitled to receive from the Corporation or under a plan, program or agreement maintained by and at the expense of the Corporation after the Employment Severance Date. This will include but not be limited to legally required payments during any required notice period or in connection with a plant closing, mass layoff, termination, severance or redundancy under any law, regulation or order. This will also include such sources as life and disability insurance. It will not apply to accrued vacation or expense reimbursement (both will be paid in cash at termination), pension proceeds, 401(k) proceeds, deferred compensation plans, Social Security, equity awards (for example, stock options, performance shares or restricted stock awards) or benefits payable under any Worker’s Compensation or similar law or regulation. Termination of employment by reason of mandatory retirement under a lawful and uniform policy of the employer applicable to the Executive will not be treated as a termination for Officer-ICP purposes. In no circumstance whatsoever shall there be any combination or duplication of any Officer-ICP Payments with any such other legally required payment or payments which shall result in the Executive receiving because of or due to termination of employment a combined total amount from the Corporation which is greater than the amount of Officer-ICP Payments to which Executive is entitled under this Officer-ICP before accounting for such legally required other payments.

b.Adjustments

Taxes and other amounts which the Corporation reasonably determines are required by law or by the Executive’s written instruction will be withheld from Officer-ICP amounts otherwise payable.

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E.DEATH OF EXECUTIVE

If an Executive should die after Notice of Termination and before completion of the Executive’s Payment Period, the remaining Payments will be made by the Corporation as follows, without unnecessary interruption:

1.Unless the Executive has otherwise designated in unrevoked writing, acknowledged in writing by the CEO, the surviving spouse of the Executive, if any, will be entitled to all remaining Payments.

2.If the Executive has otherwise effectively designated in unrevoked writing, acknowledged in writing by the CEO, then Payment will be made to or for the account of the person or persons so designated as identified by the Corporation.

3.In the absence of effective prior written designation by the Executive and of a known surviving spouse, the Corporation shall pay any remaining Payments to the Executive’s estate.

4.In the interest of providing uninterrupted income to authorized beneficiaries of the Executive, any Officer-ICP Payment made with reasonable care and in good faith by the Corporation shall conclusively constitute Payment by the Corporation in accordance with and satisfaction of the entitlement of the Executive and Executive’s beneficiaries under Officer-ICP. No interest or other charge shall be payable by the Corporation or its representatives on any Payment delayed by the Corporation to permit reasonable verification of authorized recipient(s).

F.DISQUALIFICATION

1.No Executive will be disqualified from receipt of future Officer-ICP Payments by reason of any act or omission of anyone other than the Executive or one or more persons acting pursuant to the conscious and effective control of the Executive. Disqualification will be interpreted as follows:

a.While Employed in the Corporation

Deliberate and serious disloyal or dishonest conduct in the course of employment will disqualify if it justifies and results in prompt discharge for specific cause under the established policies and practices of the Corporation as interpreted by the CEO for this purpose. Examples would include material unlawful conduct, material and conscious falsification or unauthorized disclosure of important records or reports, embezzlement or unauthorized conversion of property, serious violation of conflict of interest or vendor relations policies, and misuse or disclosure of significant trade secrets or other information likely to be of use to the detriment of the Corporation or its interests.

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b.After Notice of Termination

The Officer-ICP will not restrict an Executive’s conduct or employment opportunities after Notice of Termination, or any independent remedy of the Corporation or its representatives by reason of the Executive’s conduct while employed. The obligation of the Corporation to or for an Executive during the Eligibility and Payment Periods can be terminated only by the deliberate conduct of the Executive or one acting under the Executive’s conscious and effective control, and only as to any Officer-ICP Payments not yet due, by reason of one or more of the following events:

1)Unauthorized removal, use or disclosure of strategic or operating plans, trade secrets, customer lists, internal systems or other significant proprietary information of or concerning the Corporation or its personnel, the use or disclosure of which is intended or likely to cause loss or reduction of business advantage or substantial injury to the Corporation or its management, business opportunities or interests.

2)Expressing or endorsing publication of untrue statements which are intended or likely to receive broad public attention and to bring the Corporation or its interests, methods or representatives into disrepute.

3)Providing materially false or misleading information concerning post-termination employment, or failure or refusal promptly and accurately to provide required information, verification or authorization required by the CEO as provided in this Statement and affecting any Officer-ICP payment due from the Corporation.

4)Solicitation of or an offer to an employee within the Corporation to accept employment elsewhere, where the selection of or offer to the recruited employee was based in the whole or in part upon Executive’s knowledge or experience concerning the employee which was acquired by the Executive while employed within the Corporation or through one or more personal acquaintances employed within the Corporation.

5)Exercising the discretion, authority or powers of an office or position held by an Executive after Notice of Termination, and whether or not before an Employment Severance Date, unless specifically authorized or directed in writing in advance by an authorized executive of the Corporation.

2.Recoupment

Notwithstanding any other provisions of the Officer-ICP, pursuant to the Corporation’s recoupment policy as adopted by the Compensation Committee of

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the Board of Directors (the “Committee”) and as amended from time to time (“Recoupment Policy”), an Officer who engaged in intentional misconduct that contributed directly or indirectly, in whole or in part, to the need for a restatement of the Corporation’s consolidated financial statements may be disqualified from receipt of Officer-ICP Payments and the Committee retains the discretion to recover Officer-ICP Payments in such event.

a.If the Committee determines Officer-ICP Payments are subject to recovery by the Corporation under this Section II.F.2. and the Recoupment Policy, the Committee shall be entitled, in its discretion, to demand repayment or cancellation of all or a portion of the maximum amount that can be recovered or cancelled, to the extent necessary to avoid unjust enrichment of the recipient under the circumstances.

b.Pending a determination by the Committee on the application of this Section II.F.2. and the Recoupment Policy to a recipient of Officer-ICP Payments, the Committee shall have the authority to suspend any payments under the Officer-ICP.

c.Upon a determination by the Committee that Officer-ICP payments are subject to recovery by the Corporation, the Corporation shall have the right, to the extent permitted by law, to set-off amounts due under this Section II.F.2. and the Recoupment Policy against any amount owed by the Corporation to the recipient of Officer-ICP Payments under any deferred compensation plan.

d.An amendment of the Recoupment Policy shall not be treated as an amendment of the Officer-ICP under Section II.M.

3.Preservation of Rights

Neither Officer-ICP nor its application shall waive, excuse, preclude or otherwise affect any right or remedy which the Corporation or any agent or representative of the Corporation may have, individually or collectively, under law by reason of conduct of the Executive during or after employment within the Corporation. Any remedies or rights set forth in this Section II.F. will be additional and not exclusive remedies.

G.COMPETITIVE EMPLOYMENT

An Executive will receive not less than the full amount of the specified Officer-ICP Payments from the Employment Severance Date through the full Payment Period whether or not compensated by another employer for services in that period, unless disqualified under Section F., immediately above or as provided in this Section G. Compensation from employment which is not identified as Directly Competitive Employment (“DCE”) will be in addition to and will not reduce any Officer-ICP Payment. If an Executive engages in DCE as specifically defined in advance and by this Statement, then each Officer-ICP Payment otherwise payable to the Executive will be

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currently reduced, dollar for dollar and in timing, by the amount of all Cash Compensation earned (whether on a current or deferred payment basis) from that source during the Payment Period.

These provisions will be interpreted and administered as follows:

1.Purpose of Set-Off

Reduction of Officer-ICP Payments by the amount of Cash Compensation determined to be from DCE is not intended to restrict or penalize an Executive’s choice of alternative career opportunities, but only to preserve and reconcile the personal income security intended to be provided to Executives by Officer-ICP with the legitimate interests of the Shareholders of the Corporation in its highly competitive business context.

2.Competitors Identified

At or about the time of Notice of Termination, the Corporation will inform the Executive in writing of those employers who have been individually and specifically determined to offer DCE for Officer-ICP purposes with respect to the Executive’s former employment within the Corporation. This designation will take into account existing operations and known plans of the Corporation and of the employers listed, and will not change during the Eligibility Period by reason of subsequent and mutually unanticipated changes in the operations or plans of either.

3.Criteria

The following criteria will be employed in determining and administering Officer-ICP application to DCE.

a.Selective Potential Detriment

A position will not be determined to constitute DCE for this purpose unless the CEO determines that the competitive effectiveness of the Executive and the new employer would be materially enhanced by the Executive’s current knowledge of such matters as the particular methods, policies, customers, suppliers, personnel or plans of the Corporation or its relevant business unit, as distinguished from the skills, experience and services of the Executive generally. The Corporation will identify for DCE purposes not more than five persons, firms or corporations who are determined for this purpose to be the leading direct and immediate competitors of the affected business of the Corporation.

b.Preservation of Employment Opportunities

Whether or not an Executive’s most recent employment within the Corporation involved direct participation in the management of one or

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more business units, this section will not be used to discourage or penalize otherwise suitable employment opportunities in retailing or otherwise. The Corporation may require, as a condition of avoiding DCE designation for the Executive, a suitable written undertaking by the Executive and the new employer that the Executive remains obliged not to use or divulge trade secrets or proprietary information of the Corporation and that the Executive will not volunteer or be expected or required to violate that obligation in the course of the new employment.

c.Relevant Considerations

In determining DCE, the CEO will give suitable consideration to geographic, product and price-line marketing overlaps, the nature and content of the Executive’s particular knowledge of strategies and plans within the Corporation, and the extent to which the Executive’s knowledge, as distinguished from skills, is likely to be a significant factor in generating an employment opportunity. Employment exclusively with a component of a larger business entity, which component is not presently or known to be planned to be a direct and immediate competitor of the Executive’s former business unit, will not be treated as DCE merely because one or more other components of that entity is or may become a competitor of the Corporation or one or more of its business units.

4.Officer-ICP Payment Reduction

Uniform and responsible administration of Officer-ICP will require reliable information and verification to the Corporation.

a.Reporting

To be eligible for any Officer-ICP Payment during a period of DCE, an Executive must, in addition to all other required reporting, provide to the Corporation in writing an accurate statement of the amount and payment schedule of all Cash Compensation or its equivalent to be received from the new DCE employer and of any subsequent change or correction of that amount, in such form and with such verification as the CEO may request in writing. An Executive will not be or become entitled to receive or retain any portion of any Officer-ICP Payment on account of any Payment Period for which that information, and any required verification, is not currently and accurately provided.

b.Verification and Reconciliation

Required verification may include authorization for written confirmation from the employer and confidential disclosure of completed W-2, payroll and income tax forms of the Executive on which taxes have been or will be paid. If the Corporation withholds for more than 30 days any Officer-

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ICP Payment pending receipt of required information or verification which is later received and found satisfactory, the Corporation will pay interest at a realistic rate determined by the CEO for the period of delay. The Corporation and the Executive will each fairly and promptly adjust by payment any discrepancy later discovered between reported and actual Cash Compensation of the Executive, but the Corporation will have no liability for any amount not claimed by an Executive in writing before final expiration of the Executive’s Payment Period.

H.REASSIGNMENT AND SPIN-OFF

1.Reassignment and Other Adjustments

The Corporation may transfer an Executive to another position within the Corporation or reduce the Executive’s Base Compensation in Executive’s current position (collectively referred to as “Reassignment”). An Executive in the case of either event may elect Officer-ICP Payments if the Executive’s total monetary compensation after Reassignment will be measurably and substantially below the total monetary compensation of the Executive immediately before notice of Reassignment. For this purpose, total monetary compensation will include salary and bonus and continuation, or payment of the substantial equivalent in Cash Compensation, of all non-cash personal benefits and perquisites which the Executive was receiving immediately before and does not receive after the Reassignment and which are susceptible of accurate and objective measurement in dollars as determined by the CEO. An Executive who elects Officer-ICP Payments must terminate employment with the Corporation within thirty (30) days after notice of Reassignment to be eligible for such payments.

2.Spin-Off

An Executive who is employed by a business unit on the closing date of any Spin-Off that includes such business unit is no longer eligible for Officer-ICP. A Spin-Off will be deemed to have occurred for purposes of this paragraph whether or not afterward: (a) the Executive has a personal ownership or incentive interest in the severed business unit or operation; or (b) the severed business unit or operation becomes, as a result of or after the severance, a part of one or more other legal entity or entities.

I.REPORTING

For convenience and uniformity of administration, each Executive while eligible for or entitled to Officer-ICP Payments after Notice of Termination will be expected as a pre-condition currently and accurately to inform the Corporation in writing of the name and business address of each employer of Executive during the Eligibility and Payment Periods, including a summary description of the nature and principal business locations of the new employer and the title, principal duties, address and telephone number of the Executive. Significant changes in employment, duties or location will also be promptly reported. The Corporation will not be required to make any Officer-ICP Payment for

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any period for which it has not received a current and accurate report as required by, or by the CEO in accordance with, this Statement.

J.INTERPRETATION

1.Any decision of the CEO will be: (1) Final and conclusive of the rights and obligations of all affected parties and (2) Applied uniformly as to all Executives then similarly situated (subject to subsequent Officer-ICP amendment); and (3) Not subject to separate determination or review by any public or private agency or authority except as expressly provided in this Statement.

2.References to compensation and other monetary rates or measurements in this Statement and its applications are in current dollars, unadjusted by reason of inflation, deflation or otherwise.

3.Any portion of a full calendar month or year will be prorated on a full calendar basis, without differential related to such considerations as working days or holidays. Any portion of a day will be treated as a full day, and measurement days will begin and end at midnight, current time. The fiscal year of the Corporation will be treated for all purposes as it is for financial reporting purposes.

4.In the event of application or interpretation of Officer-ICP to an individual Executive who is a Director of the Corporation, or otherwise in its sole discretion, the Board of Directors of the Corporation or its authorized committee shall have and may exercise the sole, exclusive and final authority and discretion of the CEO for any purpose under Officer-ICP.

K.RELEASE

Payment and receipt of Officer-ICP Payments will be in full and final satisfaction of all claims by or through an Executive against the Corporation and its representatives by reason of the employment of the Executive and its termination, except as otherwise expressly provided in this Statement or as required by applicable law or regulation. A signed and unrevoked written Release to that effect, in form approved by the CEO, will be delivered by the Executive or the Executive’s representative to the Corporation before any Officer-ICP Payment will become payable by the Corporation to or on account of the Executive. Such Release must be delivered to the Corporation within 60 days of the date of Executive’s separation from service, as defined under Code Section 409A. The Release may, without limitation, require a representation that no confidential documents concerning the Corporation or its intentions have been or will be removed or retained by the Executive without specific authority, and that the Executive will not engage in disqualifying misconduct as defined in this Statement, in reference to the Corporation. The Release will not affect any conversion, vested or continuing rights available to an Executive under a plan of the Corporation other than Officer-ICP.

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L.GENERAL

The Officer-ICP and this Statement will not constitute or infer an obligation or undertaking to employ any person for any future period of time or in any specific position. Officer-ICP Eligibility or Payments after Notice of Termination will not create, continue or evidence any employment relationship with the Corporation. All employment privileges, benefits and perquisites not expressly and in writing reserved to an Executive under Officer-ICP will terminate on Executive’s separation from service, as defined under Code Section 409A, unless otherwise expressly agreed in advance in writing by the Corporation. This will not affect any conversion, vested or other continuing benefits or rights available to an Executive under a plan of the Corporation other than Officer-ICP.

M.AMENDMENT

Officer-ICP and this Statement may not be terminated and may not be amended to reduce benefits with respect an Executive subject to the Officer-ICP until twelve months after the Executive receives written notice of the proposed termination or amendment. Except as set forth in the first sentence hereof, Officer-ICP and this Statement can be amended (including modification, restatement, suspension and termination) at any time, without prior written notice to or consultation with any Executive, by the Board of Directors or any committee appointed by the Board of Directors having the authority of the Board for that purpose. Any such change will have effect as follows:

1.Effective Date of Change

Except as set forth below, any amendment will be effective on the date of its adoption by the Board or committee or such other such subsequent date or dates as may be specified in the amendment or the resolution by which it is adopted. Unless otherwise mutually agreed in writing by the parties, (a) an amendment or termination will have no effect upon any Executive who at the time has received Notice of Termination under Officer-ICP and (b) a termination or an amendment that reduces benefits will not be effective as to an Executive subject to the Officer-ICP until twelve months after the Executive receives written notice of the termination or amendment.

2.Notice of Amendment

The Corporation will promptly after any amendment provide to each Executive then eligible for Officer-ICP benefits a written statement of Officer-ICP as amended, and no amendment will be effective as to an Executive until the later of the date the Executive receives such written statement, or twelve months after notice as provided in 1 above. An Executive will be deemed to have received the written statement if it is delivered to the Executive in person, or after 48 hours following its hand delivery or dispatch by mail or other suitable means of delivery to the last known address of the Executive.

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3.Acquiescence

An amendment will apply in full to an Executive if mutually agreed in writing by the Executive and the Corporation, or if the Executive or the Executive’s representative knowingly receives a benefit or improvement under Officer-ICP as amended which would not have been available without the amendment. If any such benefit from an amendment is knowingly received by an Executive with the consent of the Corporation, then all elements of that amendment and all prior Officer-ICP Statements and amendments then currently in effect will also be applicable to the Executive.

4.Adjustment

A change in or addition or deletion of any benefit or perquisite plan or program of the Corporation applicable to an Executive may be expressly made subject to prior written agreement by the Executive upon a corresponding change in the interpretation or application of Officer-ICP to the Executive, to prevent redundant or other unintended benefits or detriments to the Executive or the Corporation which might otherwise result.

5.Change in Control

No amendment or termination that would adversely affect the benefits or protections under the Officer-ICP of any eligible Executive as of the date of such amendment or termination shall be effective as to such individual unless no Change in Control occurs within twelve (12) months of the adoption of such amendment or termination, and any such attempted amendment or termination adopted within twelve (12) months prior to a Change in Control shall retroactively be null and void from the date of adoption as it relates to all such Executives who were eligible for benefits under the Officer-ICP prior to such adoption.

For two (2) years after a Change in Control, the Officer-ICP and this Statement may not be amended in any manner that would adversely affect the benefits or protections under the Officer-ICP of the Executives who are eligible for benefits under the Officer-ICP at the time of the Change in Control.

N.APPLICABLE LAW

It is intended that the decision of the CEO, as specified in the Officer-ICP statement, will be exclusive and final with respect to any application or interpretation of Officer-ICP. If any body of law should be used or applied in determining the meaning or effect of Officer-ICP, in the interest of consistency this will be deemed an agreement made and executed in the State of Minnesota and the law of the State of Minnesota will control to the extent not preempted by federal law.

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O.DEFINITIONS

As used in this Statement:

1.“Cash Compensation”

Means all amounts earned, whether or not currently payable, as wages, salary, bonus or a combination by an Executive, payable in cash or its equivalent or agreed to be in lieu of cash compensation. This will not include any stock-based compensation (whether such stock-based compensation is settled in cash or otherwise), or the value of employee or executive perquisites or benefits accrued or received pursuant to a plan of the employer which is uniformly applied to all of the employees of the employer who are similarly situated or is consistent with established prior practice for the position occupied by the Executive.

2.“CEO”

Means the Chief Executive Officer of Target Corporation, as then currently designated by its Board of Directors, or as otherwise expressly provided in the Officer-ICP Statement.

3.“Corporation”

Means Target Corporation and each and all of its business units, including divisions and subsidiaries, unless otherwise clearly intended by the written context, and any person with whom Target Corporation would be considered a single employer under Code Sections 414(b) and 414(c).

4.“Directly Competitive Employment” (or “DCE”)

Means personal services to, or for the direct and intended benefit of, a person, firm or corporation determined by the CEO and specified in writing to the Executive at or about the time of Notice of Termination as constituting DCE for Officer-ICP purposes.

5.“Employment Severance Date”

All employment relationships between the Executive and the Corporation shall cease on the Employment Severance Date.

6.“Executive” or “Officer” (both of which shall have the same definition)

Means an Executive Officer (as defined by the Securities and Exchange Commission) of the Corporation or an individual employed as an executive within the Corporation who currently is, or within the designated Eligibility Period has been designated and categorized as an officer of the Corporation by the CEO. Unless clearly otherwise intended by the written context, Executive or

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Officer will include all beneficiaries of and persons claiming by or through the designated employee or former employee.

An Executive or Officer is not eligible for Officer-ICP unless (1) his or her services are performed within the continental United States (including Alaska) or Hawaii or (2) his or her principal base of operations to which he or she frequently returns is within the continental United States (including Alaska ) or Hawaii.

7.“Notice of Termination” (or “Notice”)

Means an unconditional written or oral statement of an Executive’s organizational superior that the Executive’s employment in the Corporation is terminated at the instance of the Corporation. Notice that an Executive’s employment will end because of achievement of the age of mandatory retirement under lawful policies of the Corporation will not be a Notice of Termination for Officer-ICP purposes.

8.“Payments” (or “ICP Payments”)

By the Corporation will include all of those payments made by or on account of the Corporation under Officer-ICP and will include all of those made to or for the account of an Executive or a designated creditor or authorized representative or beneficiary of an Executive or deceased Executive.

9.“Reassignment”

Means the transfer of an Executive to another position within the Corporation or a reduction on the Executive’s Base Compensation in Executive’s current position.

10.“Spin-Off”

Means a sale of assets or stock or other disposition as a going business of the Corporation’s ownership or control of a business unit or other operation previously a part of the Corporation.

11.“Change in Control”

A “Change in Control” shall be deemed to have occurred if:

(a)50% or more of the directors of Target shall be persons other than persons

(i)for whose election proxies shall have been solicited by the Board of Directors of Target or

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(ii)who are then serving as directors appointed by the Board of Directors of Target to fill vacancies on the Board of Directors of Target caused by death or resignation (but not by removal) or to fill newly-created directorships, or

(b)30% or more of the outstanding voting power of the Voting Stock of Target is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of Target) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of Target), other than an entity resulting from a Business Combination in which clauses (x) and (y) of subparagraph (c) apply, or

(c)the consummation of a merger or consolidation of Target with or into another entity, a statutory share exchange, a sale or other disposition (in one transaction or a series of transactions) of all or substantially all of Target’s assets or a similar business combination (each, a “Business Combination”), in each case unless, immediately following such Business Combination, (x) all or substantially all of the beneficial owners of Target’s Voting Stock immediately prior to such Business Combination beneficially own, directly or indirectly, more than 60% of the voting power of the then outstanding shares of voting stock (or comparable voting equity interests) of the surviving or acquiring entity resulting from such Business Combination (including such beneficial ownership of an entity that, as a result of such transaction, owns Target or all or substantially all of Target’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of Target’s Voting Stock immediately prior to such Business Combination) as their beneficial ownership of Target’s Voting Stock immediately prior to such Business Combination, and (y) no person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of Target) beneficially owns, directly or indirectly, 30% or more of the voting power of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity (other than a direct or indirect parent entity of the surviving or acquiring entity, that, after giving effect to the Business Combination, beneficially owns, directly or indirectly, 100% of the outstanding voting stock (or comparable equity interests) of the surviving or acquiring entity), or

(d)approval by the shareholders of a definitive agreement or plan to liquidate or dissolve Target.

For purposes of this Section II.O.11, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of Target.

For purposes of this Section II.O.11, “Target” shall mean Target Corporation, a Minnesota corporation, and any successor thereof.

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12.“Salary Grade”

The numerical “Salary Grade” that the Executive is assigned under the Corporation’s salary grading system.

13.“Auditor”

The “Auditor” is the independent auditor selected by a committee of two or more members of the Compensation Committee of the Board of Directors who are appointed from time to time by the Board and who are outside, independent Board members.

14.“Specified Employee”

“Specified Employee” means an Executive who as of the date of his or her separation from service, as defined under Code Section 409A, is a “key employee” (as defined below), and the Corporation has stock that is traded on an established securities market (within the meaning of Code Section 409A(a)(2)(B)). The Executive is a “key employee” during the 12-month period beginning on the April 1 immediately following a calendar year, any time during which such Executive was a key employee as defined in Code Section 416(i) (without regard to Code Section 416(i)(5)), of the Corporation. An Executive will not be treated as a Specified Employee if he or she would not be a “specified employee” as defined under Treasury regulations issued under Code Section 409A.

NOTE:Additional Definitions for particular purposes are contained in the text.

P.CHANGE IN CONTROL

Other provisions of this Statement to the contrary notwithstanding, in the event of a Change in Control:

1.If an Executive’s employment with the Corporation is terminated, whether involuntarily or by the Executive for “good reason” (as defined in Section II.P.5), within two years following a Change in Control, an Executive shall be eligible for Officer-ICP Payments.

2.To the extent the Officer ICP-Payments are not subject to Code Section 409A (including pursuant to a short-term deferral exception under Treasury Regulation Section 1.409A-1(b)(4) and separation pay plan exception under Treasury Regulation Section 1.409A-1(b)(9)), or such Change in Control qualifies as a “change in control event” under Code Section 409A, the Officer-ICP Payments shall be made in a lump sum payment within 20 days of the Executive’s separation of service, as defined under Code Section 409A; provided that if the Executive is a Specified Employee, the distribution of any such Officer-ICP Payments subject to Code Section 409A will be made 6 months after the separation of service, as defined under Code Section 409A.  The lump sum amount shall be determined by discounting the periodic Officer-

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ICP Payments by a rate equivalent to the annual prime rate as published in the Wall Street Journal on the first business day following the Officer-ICP Payments.

3.To the extent the Officer-ICP Payments are subject to Code Section 409A, (after considering any exceptions to Code Section 409A, including the short-term deferral exception under Treasury Regulation Section 1.409A-1(b)(4) and separation pay plan exception under Treasury Regulation Section 1.409A-1(b)(9))  and such Change in Control does not qualify as a change in control event under Code Section 409A, the Officer-ICP Payments shall be made according to the payment schedule set forth in Section II.D of this Statement; provided that if the Executive is a Specified Employee, the distribution of any such Officer-ICP Payments subject to Code Section 409A will be made 6 months after Executive’s separation from service, as defined under Code Section 409A.

4.Except for the Release required by Section II.K of this Statement, all other obligations or restrictions of Executive under this Statement shall terminate.

5.For purposes of this Section II.P, “good reason” shall mean any material diminution of the Executive’s position, authority, duties or responsibilities (including the assignment of duties materially inconsistent with the Executive’s position or a material increase in the time Executive is required by the Corporation or its successor to travel), any reduction in salary or in the Executive’s aggregate bonus and incentive opportunities, any material reduction in the aggregate value of the Executive’s employee benefits (including retirement, welfare and fringe benefits), or relocation to a principal work site that is more than 40 miles from the Executive’s principal work site immediately prior to the Change in Control.

6.If an Executive’s employment was terminated prior to a Change in Control, such Executive is receiving or is entitled to receive Officer-ICP Payments that will continue after the Change in Control, and the Change in Control qualified as a “change in control event” for purposes of Code Section 409A, then, subject to the six month delay for Specified Employees in effect under Section II.D.2, the Officer-ICP Payments due after such change in control event will be accelerated and paid to Executive in a lump sum as soon as practicable, but not more than 90 days following such change in control event. The lump sum under this Section II.P.6 will be calculated in the same manner as the lump sum calculated under Section II.P.2 above.

Q.CERTAIN REDUCTION OF PAYMENTS BY THE CORPORATION

1.Anything in this Officer-ICP to the contrary notwithstanding, the provisions of this Section Q shall apply to an Executive if the Auditor determines that each of a and b below are applicable.

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a.Payments hereunder, determined without application of this Section Q, either alone or together with other payments in the nature of compensation to the Executive which are contingent on or accelerated by a change in the ownership or effective control of the Corporation, or in the ownership of a substantial portion of the assets of the Corporation, or otherwise, would result in any portion of the payments hereunder being subject to an excise tax on excess parachute payments imposed under Code Section 4999.

b.The excise tax imposed on the Executive 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 Executive (after subtraction of the excise tax) than if payments and distributions to the Executive were reduced to the maximum amount that could be made without incurring the excise tax.

2.Under this Section Q the payments under this Officer-ICP 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 as the present value of the payments and distributions under this Officer-ICP that can be made without causing such payments and distributions to be subject to the excise tax under Section 4999 of the Code. To the extent necessary, the reductions in the payments and distributions will be applied to those Officer-ICP payments nearest the Employment Severance Date until the full amount of the necessary reductions have been applied. The determinations and reductions under this Section Q shall be made before any eliminations or reductions, if any, have been made under the Corporation’s Long Term Incentive Plan.

3.If the Auditor determines that this Section Q is applicable to an Executive, it shall so advise the Corporation. The Corporation shall then promptly give the Executive notice to that effect together with a copy of the detailed calculation supporting such determination which shall include a statement of the Reduced Amount. Such notice shall also include a description of which and how much of the payments shall be eliminated or reduced (as long as after such election the aggregate present value of the payments equals the Reduced Amount.) For purposes of this Section Q, present value shall be determined in accordance with Section 280G of the Code. All the foregoing determinations made by the Auditor under this Section Q shall be made as promptly as practicable after it is determined that parachute payments will be made to the Executive if an elimination or reduction is not made. As promptly as practicable following the election hereunder, the Corporation shall pay to or for the benefit of the Executive such amounts as are then due to the Executive under this Officer-ICP and shall promptly pay to or for the benefit of the Executive in the future such amounts as become due to the Executive under this Officer-ICP.

4.As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Auditor hereunder, it is possible that

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payments under this Officer-ICP will have been made which should not have been made (“Overpayment”) or that additional payments 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 the Auditor, based upon the assertion of a deficiency by the Internal Revenue Service against the Corporation or the Executive which the Auditor 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 Executive which the Executive 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 Executive 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 the Auditor, based upon controlling precedent, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

5.In making its determination under this Section Q, the value of any non-cash benefit shall be determined by the Auditor in accordance with the principles of Section 280G(d)(3) of the Code.

6.All determinations made by the Auditor under this Section Q shall be binding upon the Corporation and the Executive.

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CLAIMS PROCEDURE

for the

Target Corporation

Officer Income Continuance Policy Statement

When your employment with Target Corporation (the “Company”) terminates, the Company will tell you whether you are eligible for benefits from the above-referenced plan and, if so, the amount and timing of the payments that will be made to you.

If you believe that the Company’s determination is incorrect in any way, you must file a written claim with the Chief Executive Officer of the Company. The Chief Executive Officer or his or her delegate ordinarily will respond to the claim within 90 days of the date on which it is received. However, if special circumstances require an extension of the period of time for processing a claim, the 90-day period can be extended for an additional 90 days by giving you written notice of the extension and the reason that the extension is necessary.

If the claim for a benefit is approved, you will receive written notice of the amount of your benefit and the date on which payments will begin. If your claim is denied in whole or in part, you will be told in writing the specific reasons for the decision and will receive an explanation of the procedures for reviewing the decision.

If you do not agree with the decision, you can request that the Chief Executive Officer reconsider his or her decision by filing a written request for review within 60 days after receiving notice that the claim has been denied. You or your representative can also present written statements which explain why you believe that the benefit claimed should be paid and may review all pertinent plan documents.

Generally, the decision will be reviewed within 60 days after the Chief Executive Officer receives a request for reconsideration. However, if special circumstances require a delay, the review may take up to 120 days. (If a decision cannot be made within the 60-day period, you will be notified of this fact in writing.) You will receive a written notice of the decision which will explain the reasons for the decision by making specific reference to the Plan provisions on which the decision is based.

These Claims Procedures must be followed before you can file a lawsuit seeking recovery of any Officer-ICP Payments to which you claim to be entitled.

EX-12

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Exhibit 12

TARGET CORPORATION
Computations of Ratios of Earnings to Fixed Charges for each of the
Five Years in the Period Ended January 30, 2010

				Fiscal Year Ended
Ratio of Earnings to Fixed Charges				Jan. 30, 2010			Jan. 31, 2009			Feb. 2, 2008			Feb. 3, 2007			Jan. 28, 2006
(millions)
Earnings from continuing operations before income taxes				$	3,872		$	3,536		$	4,625		$	4,497		$	3,860
	Capitalized interest				(9	)		(48	)		(66	)		(47	)		(42	)
		Adjusted earnings from continuing operations before income taxes			3,863			3,488			4,559			4,450			3,818
Fixed charges:
	Interest expense (a)				830			956			747			646			532
	Interest portion of rental expense				105			103			94			88			84
			Total fixed charges		935			1,059			841			734			616
			Earnings from continuing operations before income taxes and fixed charges	$	4,798		$	4,547		$	5,400		$	5,184		$	4,434
Ratio of earnings to fixed charges					5.13			4.29			6.42			7.06			7.21

(a)

Includes interest on debt and capital leases (including capitalized interest) and amortization of debt issuance costs. Excludes interest income and interest associated with unrecognized tax benefit liabilities, which is recorded within income tax expense.

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Exhibit 12

EX-21

Exhibit 21

Target Corporation

(A Minnesota Corporation)

List of Subsidiaries

(As of January 30, 2010)

AMC (S) Pte. Ltd. (Singapore)

AMC Dominican Republic, S.A. (Dominican Republic)

AMC Honduras, S.A. (Honduras)

AMC Nicaragua, S.A. (Nicaragua)

Amcrest Corporation (NY)

Amcrest France Sarl (France)

Associated Merchandising Corporation Pensionsverwaltung GmBH (Germany)

Associated Merchandising Korea Corporation (Korea)

Dayton Credit Company (MN)

Glendale West, LLC (CA)

ITC Sales and Procurement, LLC (MN)

PP&E, LLC (TX)

Red Tail LLC (DE)

STL of Nebraska, Inc. (MN)

SuperTarget Liquor of Massachusetts, Inc. (MA)

SuperTarget Liquor of Missouri, Inc. (MN)

SuperTarget Liquor of Texas, Inc. (TX)

Target Bank (UT banking corporation)

Target Brands, Inc. (MN)

Target Bridges, Inc. (DE)

Target Capital Corporation (MN)

Target Clinic Medical Associates Maryland, LLC (MD)

Target Commercial Interiors, Inc. (MN)

Target Connect, Inc. (MN)

Target Corporation India Private Limited (India)

Target Customs Brokers, Inc. (MN)

Target Global Trade, Inc. (MN)

Target Jefferson Boulevard, LLC (CA)

Target Medford Urban Renewal, LLC (NJ)

Target Millville Urban Renewal, LLC (NJ)

Target National Bank (a national banking association)

Target Receivables Corporation (MN)

Target Services, Inc. (MN)

Target Sourcing Services Asia Limited (Hong Kong)

Target Sourcing Services Guatemala Sociedad Anonima (Guatemala)

Target Sourcing Services Hong Kong Limited (Hong Kong)

Target Sourcing Services India Private Limited (India)

Target Sourcing Services Italy S.r.l. (Italy)

Target Sourcing Services Limited (Hong Kong)

Target Sourcing Services Pacific Limited (Hong Kong)

Target Stafford Urban Renewal, LLC (NJ)

Target Stores, Inc. (MN)

Target Wilson Yard QALICB, LLC (DE)

TCDC, Inc. (MN)

TG Holdings (Bermuda)

The Associated Merchandising Corporation (NY)

TSS One Limited (Hong Kong)

TSS Two Limited (Hong Kong)

Walsh Bros. (AZ)

Westbury Holding Company (MN)

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements of Target Corporation of our reports dated March 12, 2010, with respect to the consolidated financial statements and schedule of Target Corporation and the effectiveness of internal control over financial reporting of Target Corporation, included in this Annual Report (Form 10-K) for the year ended January 30, 2010.

Registration Statement Form S-3 Nos. 333-163489 and 333-65347; Form S-8 Nos. 33-64013 pertaining to the Dayton Hudson Corporation Director Stock Plan of 1995; 333-30311 pertaining to the Dayton Hudson Corporation Executive Deferred Compensation Plan, the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan, the Dayton Hudson Corporation SMG Executive Deferred Compensation Plan, and the Dayton Hudson Corporation Director Deferred Compensation Plan; 333-27435 pertaining to the Dayton Hudson Corporation Supplemental Retirement, Savings, and Employee Stock Ownership Plan; 333-86373 pertaining to the Dayton Hudson Corporation Long-Term Incentive Plan of 1999; 333-112260 and 333-75782 pertaining to the Dayton Hudson Corporation Highly Compensated Capital Accumulation Plan; 333-116096 pertaining to the Target Corporation Long-Term Incentive Plan; 333-131082 pertaining to the Target Corporation Director Deferred Compensation Plan, Target Corporation Executive Deferred Compensation Plan, and the Target Corporation SMG Executive Deferred Compensation Plan; 333-103920, 333-131083, 33-66050, and 333-153250 pertaining to the Target Corporation 401(k) Plan.

Minneapolis, Minnesota

March 12, 2010

EX-24

Exhibit 24

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 2nd day of February, 2010.

/s/ Roxanne S. Austin

Roxanne S. Austin

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 1st day of February, 2010.

/s/ Calvin Darden

Calvin Darden

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 1st day of February, 2010.

/s/ Mary Dillon

Mary Dillon

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 24th day of February, 2010.

/s/ James A. Johnson

James A. Johnson

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 2nd day of February, 2010.

/s/ Richard M. Kovacevich

Richard M. Kovacevich

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 5th day of February, 2010

/s/ Mary E. Minnick

Mary E. Minnick

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 3rd day of February, 2010.

/s/ Anne M. Mulcahy

Anne M. Mulcahy

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 3rd day of February, 2010.

/s/ Derica W. Rice

Derica W. Rice

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 9th day of February, 2010.

/s/ Stephen W. Sanger

Stephen W. Sanger

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 1st day of February, 2010.

/s/ Gregg W. Steinhafel

Gregg W. Steinhafel

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 10th day of March, 2010.

/s/ John G. Stumpf

John G. Stumpf

TARGET CORPORATION

Power of Attorney
of Director and/or Officer

KNOW ALL MEN BY THESE PRESENTS, that the undersigned director and/or officer of TARGET CORPORATION, a Minnesota corporation (the “Corporation”), does hereby make, constitute and appoint GREGG W. STEINHAFEL, DOUGLAS A. SCOVANNER, TIMOTHY R. BAER, DAVID L. DONLIN and MARY B. STANLEY, and each or any one of them, the undersigned’s true and lawful attorneys-in-fact, with power of substitution, for the undersigned and in the undersigned’s name, place and stead, to sign and affix the undersigned’s name as director and/or officer of the Corporation to (1) a Form 10-K, Annual Report, or other applicable form, pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), including any and all exhibits, schedules, supplements, certifications and supporting documents thereto, including, but not limited to, the Form 11-K Annual Reports of the Corporation’s 401(k) Plan and similar plans pursuant to the 1934 Act, and all amendments, supplementations and corrections thereto, to be filed by the Corporation with the Securities and Exchange Commission (the “SEC”), as required in connection with its registration under the 1934 Act; (2) one or more Forms 3, 4 or 5 pursuant to the 1934 Act and all related documents, amendments, supplementations and corrections thereto, to be filed with the SEC as required under the 1934 Act; and (3) one or more Registration Statements, on Form S-3, Form S-8, Form 144 or other applicable forms, and all amendments, including post-effective amendments thereto, to be filed by the Corporation with the SEC in connection with the registration under the Securities Act of 1933, as amended, of debt, equity and other securities of the Corporation, and to file the same, with all exhibits thereto and other supporting documents, with the SEC.

The undersigned also grants to said attorneys-in-fact, and each of them, full power and authority to do and perform any and all acts necessary or incidental to the performance and execution of the powers herein expressly granted.  This Power of Attorney shall remain in effect until revoked in writing by the undersigned.

IN WITNESS WHEREOF, the undersigned has signed below as of this 12th day of February, 2010.

/s/ Solomon D. Trujillo

Solomon D. Trujillo

EX-31.(A)

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Exhibit (31)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Gregg W. Steinhafel, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Target Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 12, 2010

/s/ GREGG W. STEINHAFEL
Gregg W. Steinhafel
Chairman, President and Chief Executive Officer

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CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-31.(B)

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Exhibit (31)B

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

Certifications

I, Douglas A. Scovanner, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Target Corporation;

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f)) for the registrant and have:

a.

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b.

designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c.

evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d.

disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.

The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

a.

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b.

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 12, 2010

/s/ DOUGLAS A. SCOVANNER
Douglas A. Scovanner
Executive Vice President and Chief Financial Officer

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CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.(A)

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Exhibit (32)A

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Target Corporation, a Minnesota corporation (the "Company"), for the year ended January 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: March 12, 2010

/s/ GREGG W. STEINHAFEL
Gregg W. Steinhafel
Chairman, President and Chief Executive Officer

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CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EX-32.(B)

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Exhibit (32)B

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report on Form 10-K of Target Corporation, a Minnesota corporation (the "Company"), for the year ended January 30, 2010, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officer of the Company certifies pursuant to 18 U.S.C. Section 1350, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

1.

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Date: March 12, 2010

/s/ DOUGLAS A. SCOVANNER
Douglas A. Scovanner
Executive Vice President and Chief Financial Officer

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CERTIFICATION OF THE CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350 PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002