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 31, 2009
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 $.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 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 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 2, 2008 was $33,662,914,485, based on the closing price of $44.68 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 $.0833, outstanding at March 11, 2009 were 752,672,699.

DOCUMENTS INCORPORATED BY REFERENCE

1. Portions of Target's Proxy Statement to be filed on or about April 13, 2009 are incorporated into Part III.

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TABLE OF CONTENTS


PART I
	Item 1	Business	2
	Item 1A	Risk Factors	4
	Item 1B	Unresolved Staff Comments	6
	Item 2	Properties	7
	Item 3	Legal Proceedings	7
	Item 4	Submission of Matters to a Vote of Security Holders	8
	Item 4A	Executive Officers	8
PART II
	Item 5	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10
	Item 6	Selected Financial Data	11
	Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	12
	Item 7A	Quantitative and Qualitative Disclosures About Market Risk	23
	Item 8	Financial Statements and Supplementary Data	24
	Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	52
	Item 9A	Controls and Procedures	52
	Item 9B	Other Information	52
PART III
	Item 10	Directors, Executive Officers and Corporate Governance	53
	Item 11	Executive Compensation	53
	Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	53
	Item 13	Certain Relationships and Related Transactions, and Director Independence	53
	Item 14	Principal Accountant Fees and Services	53
PART IV
	Item 15	Exhibits and Financial Statement Schedules	54
Signatures			56
Schedule II – Valuation and Qualifying Accounts			57
Exhibit Index			58
Exhibit 12 – Computations of Ratios of Earnings to Fixed Charges for each of the Five Years in the Period Ended January 31, 2009			60

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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 exceptional prices. Our ability to deliver a shopping experience that is preferred by our 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 on-line research and location tools. Our online shopping site offers similar merchandise categories to those found in our stores, excluding food items and household commodities.

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.

Prior to 2008, we operated as a single business segment. Financial information about our segments is included in Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Note 28 of the Notes to Consolidated Financial Statements, included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

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 2008 (2008) ended January 31, 2009 and consisted of 52 weeks. Fiscal year 2007 (2007) ended February 2, 2008 and consisted of 52 weeks. Fiscal year 2006 (2006) ended February 3, 2007 and consisted of 53 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 substantially larger share of total 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 with a wide assortment of general merchandise and a limited assortment of food items, as well as 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®, Boots & Barkley®, Choxie®, Circo®, Durabuilt®, Embark®, Garden Place®, Gilligan & O'Malley®, itso™, Kaori®, Market Pantry®, Merona®, Playwonder®, Room Essentials®, Sutton and Dodge®, Target Brand, Target Home, Trutech®, Vroom®, Wine Cube®, and Xhilaration®. We also sell merchandise through unique programs such as ClearRx ^SM , GO International®, and Home Design Event. In addition, we sell merchandise under licensed 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, Perfect Pieces by Victoria Hagan, Sean Conway, Simply Shabby Chic, Smith & Hawken, Sonia Kashuk, Thomas O'Brien,

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Waverly and Woolrich. We also generate revenue from in-store amenities such as Food Avenue®, Target Clinic®, Target Pharmacy ^SM , and Target Photo ^SM , and from leased or licensed departments such as Optical, Pizza Hut, Portrait Studio and Starbucks.

Sales by Product Category	Percentage of Sales


	2008			2007			2006

Consumables and commodities		37	%		34	%		32	%
Electronics, entertainment, sporting goods and toys		22			22			23
Apparel and accessories		20			22			22
Home furnishings and décor		21			22			23

Total		100	%		100	%		100	%

Distribution

The vast majority of our merchandise is distributed through our network of distribution centers. We operated 34 distribution centers at January 31, 2009. General merchandise is shipped to and from our distribution centers by common carriers. 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 31, 2009, 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 400,000 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 forms of retail commerce. Our ability to 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.

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.

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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 and a brand they trust. Meeting our guests' expectations requires us to manage various operational and financial risks. Set forth below are the most significant risks that we face.

Our success depends on our ability to positively differentiate ourselves from other retailers.

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 and our in-stock levels are also factors in 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 continue to positively differentiate ourselves from our competitors, our results of operations could be adversely affected.

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 and other merchandise. Failure to accurately predict constantly changing consumer tastes, preferences, spending patterns and other lifestyle decisions could lead to lost sales, increased markdowns on inventory and adversely affect our results of operations.

All of our stores are located within the United States, making us highly susceptible to deteriorations in U.S. macroeconomic conditions and consumer confidence.

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. The success of our credit card business is also highly dependent on consumers' willingness to use credit cards over other payment methods, their ability to pay and our ability to anticipate changes to the risk profile of our cardholders when extending credit. Deterioration in macroeconomic conditions and consumer confidence could negatively impact our business in many ways, including:

•: Slowing sales growth or reduction in overall sales.
•: Reducing gross margins.
•: Increasing our expenses, including bad debt expense.

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If we do not continually attract, train and retain qualified employees, our results of operations could be adversely affected.

Our business is dependent on our ability to attract, train and retain a large and 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, health care 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, and we could experience delays in opening new stores. Those factors, together with increased wage and benefit costs, could adversely affect our results of operations.

Inability to build new stores in suitable locations could slow our growth, and difficulty in building new stores could increase our costs and capital requirements.

Our future growth is dependent, in part, on our ability to build new stores and expand 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 impact our ability to find suitable locations and also influence the cost of constructing and expanding 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. Delays in new store openings could have an adverse effect on our sales growth, and increased costs associated with new stores and store expansions could adversely affect our results of operations.

Interruptions in 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 shortages 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, 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 impact foreign trade are beyond our control and could disrupt our supply of merchandise and adversely affect our results of operations.

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

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services, or stop shopping at our stores altogether. Such events could lead to lost future sales and adversely affect our results of operations.

Changes in federal, state or local laws and regulations, or our failure to comply with such laws and regulations, could increase our expenses and expose us to legal risks.

Our business is subject to a wide array of laws and regulations. Significant legislative changes that impact our relationship with our workforce (none of which is represented by unions as of the end of 2008) could increase our expenses and adversely affect our operations. Examples of possible legislative changes impacting 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, certain aspects of our business, such as our pharmacy and credit card operations, are more heavily regulated than other areas. 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. 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.

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, including statutory tax rates, the valuation of deferred tax assets and liabilities, and, due to the method by which we economically hedge our deferred compensation liabilities, changes in capital market returns. 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 bears an inverse relationship to capital market returns due principally to our use of company-owned life insurance as an investment vehicle 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.

Item 1B. Unresolved Staff Comments

Not applicable

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Item 2. Properties

At January 31, 2009, we had 1,682 stores in 48 states and the District of Columbia:





Alabama	19	2,681	Montana	7	780
Alaska	2	333	Nebraska	14	2,006
Arizona	48	6,296	Nevada	16	2,056
Arkansas	7	890	New Hampshire	8	1,023
California	236	30,909	New Jersey	42	5,489
Colorado	41	6,089	New Mexico	9	1,024
Connecticut	19	2,545	New York	62	8,328
Delaware	2	268	North Carolina	47	6,156
District of Columbia	1	179	North Dakota	4	554
Florida	122	16,998	Ohio	63	7,826
Georgia	54	7,374	Oklahoma	12	1,708
Hawaii	—	—	Oregon	18	2,180
Idaho	6	664	Pennsylvania	51	6,552
Illinois	85	11,471	Rhode Island	4	517
Indiana	33	4,377	South Carolina	18	2,224
Iowa	21	2,855	South Dakota	4	446
Kansas	19	2,577	Tennessee	31	3,949
Kentucky	12	1,383	Texas	143	19,815
Louisiana	14	1,980	Utah	11	1,679
Maine	5	630	Vermont	—	—
Maryland	36	4,644	Virginia	55	7,289
Massachusetts	31	3,945	Washington	35	4,097
Michigan	60	7,110	West Virginia	5	627
Minnesota	73	10,481	Wisconsin	35	4,199
Mississippi	5	616	Wyoming	2	187
Missouri	35	4,582

			Total	1,682	222,588

The following table summarizes the number of owned or leased stores and distribution centers at January 31, 2009:





Owned	1,442	27
Leased	73	6
Combined (a)	167	1

Total	1,682	34

(a): Properties within the "combined" category are primarily owned buildings on leased land.
(b): The 34 distribution centers have a total of 46,030 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 28 office locations in 19 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.

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.

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We are a defendant in a civil lawsuit filed by the California Attorney General in October 2008 alleging that we sold certain products that contained volatile organic compounds in excess of regulated limits (windshield washer fluid and air fresheners) and other products that were not approved for sale in California (gas cans and gas generators). The case is in its early stages and settlement discussions are continuing. We anticipate that any resolution of this matter 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 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 non-food 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.

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. Submission of Matters to a Vote of Security Holders

Not applicable

Item 4A. Executive Officers

The executive officers of Target as of March 11, 2009 and their positions and ages are as follows:

Name	Title



Timothy R. Baer	Executive Vice President, General Counsel and Corporate Secretary	48
Michael R. Francis	Executive Vice President and Chief Marketing Officer	46
John D. Griffith	Executive Vice President, Property Development	47
Beth M. Jacob	Senior Vice President, Technology Services and Chief Information Officer	47
Jodeen A. Kozlak	Executive Vice President, Human Resources	45
Troy H. Risch	Executive Vice President, Stores	41
Douglas A. Scovanner	Executive Vice President and Chief Financial Officer	53
Terrence J. Scully	President, Target Financial Services	56
Gregg W. Steinhafel	Chairman of the Board, President and Chief Executive Officer	54
Kathryn A. Tesija	Executive Vice President, Merchandising	46

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 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. Senior Vice President from April 2004 to May 2004. Vice President from February 2002 to March 2004.
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. Senior Vice President, Property Development from February 2000 to January 2005.

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Beth M. Jacob		Senior Vice President and Chief Information Officer since July 2008. 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 $.0833, and up to 5,000,000 shares of preferred stock, par value $.01. At March 11, 2009, there were 18,007 shareholders of record. Dividends declared per share and the high and low closing common stock price for each fiscal quarter during 2008 and 2007 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. Since the inception of this share repurchase program, we have repurchased 93.7 million common shares for a total cash investment of $4,840 million ($51.66 per share). In November 2008 we announced that, in light of our business outlook, we were temporarily suspending our open-market share repurchase program.

The table below presents information with respect to Target common stock purchases made during the three months ended January 31, 2009, 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 2, 2008 through November 29, 2008		—	$	—		93,334,886	$	5,174,497,303
November 30, 2008 through January 3, 2009		364,831		41.13		93,699,717		5,159,490,017
January 4, 2009 through January 31, 2009		—		—		93,699,717		5,159,490,017

Total		364,831	$	41.13		93,699,717	$	5,159,490,017

The table above includes common stock shares 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. In the fourth quarter of 2008, 17,037 shares were acquired at an average per share price of $35.34 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 31, 2009, 0.4 million shares were reacquired through these contracts. At January 31, 2009, we held asset positions in prepaid forward contracts for 2.2 million shares of our common stock, for a total cash investment of $88 million, or an average per share price of $39.98. 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 31,		January 29,		January 28,		February 3,		February 2,		January 31,
	2004		2005		2006		2007		2008		2009

Target	$	100.00	$	134.62	$	146.16	$	166.98	$	154.95	$	85.91
S&P 500 Index		100.00		106.23		117.26		135.22		132.78		80.51
Peer Group		100.00		109.98		113.26		127.58		118.61		86.42

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 36 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 31, 2004 and reinvestment of all dividends.

Item 6. Selected Financial Data

	As of or for the Year Ended


	2008		2007		2006 (a)		2005		2004		2003

Financial Results: (millions)
Total revenues	$	64,948	$	63,367	$	59,490	$	52,620	$	46,839	$	42,025
Earnings from continuing operations		2,214		2,849		2,787		2,408		1,885		1,619
Net Earnings		2,214		2,849		2,787		2,408		3,198		1,809
Per Share:
Basic earnings per share		2.87		3.37		3.23		2.73		2.09		1.78
Diluted earnings per share		2.86		3.33		3.21		2.71		2.07		1.76
Cash dividends declared per share		0.62		0.54		0.46		0.38		0.31		0.27
Financial Position: (millions)
Total assets		44,106		44,560		37,349		34,995		32,293		27,390
Long-term debt, including current portion		18,752		16,590		10,037		9,872		9,538		11,018

(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 financial results for both the fourth quarter and 2008 fiscal year reflect the impact of adverse economic conditions on our business segments. Our Retail Segment results were affected by changes in consumer spending patterns that negatively impacted our traffic and sales, particularly in higher margin discretionary categories, creating an elevated level of markdowns resulting from weaker than expected sales. Our Credit Card Segment performance, like that of other credit card issuers, was adversely affected by the deteriorating credit and risk environment. As a result, we incurred higher-than-expected bad debt expense as we both wrote-off accounts and added significantly to our allowance for doubtful accounts. In light of this challenging retail and credit environment, we have suspended our share repurchase program and reduced spending on new store construction and remodels.

Sales totaled $62,884 million in 2008, $61,471 million in 2007 and $57,878 million in 2006, increasing 2.3 percent in 2008 and 6.2 percent in 2007. Comparable-store sales (as defined below) in 2008 declined 2.9 percent from 2007; comparable-store sales in 2007 grew 3.0 percent from 2006. Credit card revenues were $2,064 million, $1,896 million and $1,612 million in 2008, 2007 and 2006, respectively, increasing 8.9 percent in 2008 and 17.6 percent in 2007. The combination of retail and credit card operations produced earnings before interest expense and income taxes of $4,402 million in 2008, $5,272 million in 2007 and $5,069 million in 2006, decreasing 16.5 percent in 2008 and increasing 4.0 percent in 2007. Cash flow provided by operations was $4,430 million, $4,125 million and $4,862 million for 2008, 2007 and 2006, respectively. Additionally, we paid dividends of $465 million in 2008, $442 million in 2007 and $380 million in 2006. We opened 114 new stores in 2008, or 91 stores net of 21 relocations and two closings. In 2007, we opened 118 new stores representing 103 stores net of 14 relocations and one closing.

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)							Percent Change
Retail Segment Results (millions)	2008		2007		2006		2008/2007			2007/2006

Sales	$	62,884	$	61,471	$	57,878		2.3	%		6.2	%
Cost of sales		44,157		42,929		40,366		2.9			6.3

Gross margin		18,727		18,542		17,512		1.0			5.9
SG&A expenses (a)		12,838		12,557		11,745		2.2			6.9

EBITDA		5,889		5,985		5,767		(1.6	)		3.8
Depreciation and amortization		1,808		1,643		1,481		10.1			10.9

EBIT	$	4,081	$	4,342	$	4,286		(6.0	)%		1.3	%

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 $117 million in 2008, $114 million in 2007 and $109 million in 2006, are recorded as a reduction to SG&A expenses within the Retail Segment.

Retail Segment Rate Analysis



Gross margin rate	29.8	%	30.2	%	30.3	%
SG&A expense rate	20.4		20.4		20.3
EBITDA margin rate	9.4		9.7		10.0
Depreciation and amortization expense rate	2.9		2.7		2.6
EBIT margin rate	6.5		7.1		7.4

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

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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 for a definition of gift card breakage. Total sales for the Retail Segment for the 2008 year were $62,884 million, compared with $61,471 million in 2007 and $57,878 million in 2006. The 2008 and 2007 periods were 52-week years compared to the 2006 period that was a 53-week year. Growth in total sales between 2008 and 2007 resulted from sales from stores opened in 2008, offset by lower comparable-store sales. The increase in total sales between 2007 and 2006 is attributable to both new stores and comparable-store sales increases. In 2008, inflation affected sales growth by approximately 2 percentage points, compared with a deflationary impact of 2 percent in 2007 and 1 percent in 2006.

	Percentage of Sales


Sales by Product Category	Percentage of Sales
Sales by Product Category	2008			2007			2006

Consumables and commodities		37	%		34	%		32	%
Electronics, entertainment, sporting goods and toys		22			22			23
Apparel and accessories		20			22			22
Home furnishings and décor		21			22			23

Total		100	%		100	%		100	%

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. Additionally, beginning in 2007, we changed our comparable-store sales calculation to include sales from our online business because we believe this combined measure represents a more useful disclosure in light of our fully integrated, multi-channel approach to our business.

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



Comparable-store sales			(2.9)	%	3.0	%	4.8	%
Drivers of changes in comparable-store sales:
	Number of transactions		(3.1)	%	0.3	%	1.1	%
	Average transaction amount		0.2	%	2.6	%	3.7	%
		Units per transaction	(2.1)	%	1.1	%	2.2	%
		Selling price per unit	2.3	%	1.5	%	1.4	%

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 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. In fiscal 2007, the comparable store sales increase was driven primarily by an increase in average transaction amount when compared to 2006, with both the number of units and selling price per unit sold, each representing roughly half of the increase attributable to average transaction amount. Transaction-level metrics are influenced by a broad array of macroeconomic, competitive and consumer behavioral factors, and comparable-store sales rates is negatively impacted by transfer of sales to new stores.

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Gross Margin Rate

Gross margin rate represents gross margin (sales less cost of sales) as a percentage of sales. See Note 3 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 2008, our consolidated 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 (generally non-discretionary product categories of consumables and commodities) 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 favorable impact on gross margin rate of approximately 0.2 percentage point.

In 2007, our consolidated gross margin rate was consistent with the 2006 gross margin rate. Our gross margin rate for 2007 benefited from higher margin rates within merchandise categories. Substantially all of this benefit was offset by the adverse effects from sales of lower margin merchandise categories outpacing sales of higher margin merchandise categories. During 2007, rate improvement within categories was driven generally by an array of inventory control initiatives that minimized markdowns.

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 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 20.4 percent in 2008, which was the same as 2007 and consistent with 20.3 percent in 2006. 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 to prior periods. These expense rates reflect sustained productivity gains in our stores and disciplined expense control across the Corporation.

Depreciation and Amortization Expense Rate

Our depreciation and amortization expense rate represents depreciation and amortization expense as a percentage of sales. In 2008, our depreciation and amortization expense rate was 2.9 percent compared with 2.7 percent in 2007 and 2.6 percent in 2006. The comparative increases in 2008 and 2007 were due to increased capital expenditures, specifically related to investments in new stores. During 2006, we adjusted the period over which we amortize leasehold acquisition costs to match the expected terms for individual leases, resulting in a cumulative benefit to depreciation and amortization expense of approximately $28 million.

Store Data

Number of Stores



February 2, 2008	1,381		210	1,591
Opened	85		29	114
Closed (a)	(23	)	—	(23	)

January 31, 2009	1,443		239	1,682

Retail Square Feet (b) (thousands)
February 2, 2008	170,858		37,087	207,945
Opened	11,841		5,180	17,021
Closed (a)	(2,378	)	—	(2,378	)

January 31, 2009	180,321		42,267	222,588

(a): Includes 21 store relocations in the same trade area and 2 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 revenues, and third party merchant fees, or the amounts received from merchants who accept the Target Visa credit card.

		2008						2007						2006


Credit Card Segment Results		2008						2007						2006
Credit Card Segment Results		Amount (in millions)			Annualized Rate (d)			Amount (in millions)			Annualized Rate (d)			Amount (in millions)			Annualized Rate (d)

Finance charge revenue		$	1,451			16.7	%	$	1,308			18.0	%	$	1,117			17.8	%
Late fees and other
	revenue		461			5.3			422			5.8			356			5.7
Third party merchant fees			152			1.7			166			2.3			139			2.2

Total revenues			2,064			23.7			1,896			26.1			1,612			25.7

Bad debt expense			1,251			14.4			481			6.6			380			6.1
Operations and marketing expenses (a)			474			5.4			469			6.4			434			6.9
Depreciation and amortization			17			0.2			16			0.2			15			0.2

Total expenses			1,742			20.0			966			13.3			829			13.2

EBIT			322			3.7			930			12.8			783			12.5
Interest expense on nonrecourse debt collateralized by credit card receivables			167						133						98

Segment profit		$	155					$	797					$	685

Average receivables funded by Target (b)		$	4,192					$	4,888					$	4,379
Segment pretax ROIC (c)			3.7	%					16.3	%					15.3	%

(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 $117 million in 2008, $114 million in 2007 and $109 million in 2006, are recorded as an increase to Operations and Marketing expenses within the Credit Card Segment.
(b): Amounts represent the portion of average credit card receivables funded by Target. For 2008, 2007 and 2006, these amounts exclude $4,503 million, $2,387 million and $1,782 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 receivables funded by Target, expressed as an annualized rate.
(d): As an annualized percentage of average receivables.

	2008					2007					2006


Spread Analysis – Total Portfolio	2008					2007					2006
Spread Analysis – Total Portfolio	Amount (in millions)		Annualized Rate			Amount (in millions)		Annualized Rate			Amount (in millions)		Annualized Rate

EBIT	$	322		3.7	% (b)	$	930		12.8	% (b)	$	783		12.5	% (b)
LIBOR (a)				2.3	%				5.1	%				5.2	%
Spread to LIBOR (c)	$	118		1.4	% (b)	$	558		7.7	% (b)	$	450		7.3	% (b)

(a): Balance-weighted one-month LIBOR
(b): As a percentage of average receivables
(c): Spread to LIBOR is a metric used to analyze the performance of our total credit card portfolio because the vast majority of our portfolio earns 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 profitability 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 Target has 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 the credit performance and 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 vast majority of our portfolio accrues 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.

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,

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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.

2007 segment revenues were $1,896 million, an increase of $284 million, or 17.6 percent, from the prior year, driven by a higher average receivables balance. The annualized rates for the components of segment revenue were consistent with prior periods. Segment expenses were $966 million, an increase of $136 million, or 16.4 percent, from 2006. This increase was due to bad debt expense in 2007 which rose reflecting an increase in net write-offs and an increase in the allowance for doubtful accounts as a result of higher expected future losses on period-end receivables. Segment ROIC benefited from a slightly higher percentage of third party funding of our credit card receivables.

We implemented a terms change to our portfolio, effective in April 2009, that establishes a minimum annual percentage rate (APR) applied to a receivables balance as a finance charge. Under this terms change, finance charges will accrue at a fixed APR if the benchmark Prime Rate is less than a threshold amount; if the Prime Rate is greater than the threshold, finance charges will accrue at the benchmark Prime Rate, plus a spread.

Receivables Rollforward Analysis	Fiscal Year									Percent Change


(millions)	2008			2007			2006			2008/2007			2007/2006

Beginning receivables	$	8,624		$	6,711		$	6,117			28.5	%		9.7	%
Charges at Target		4,207			4,491			4,339			(6.3	)		3.5
Charges at third parties		8,542			9,398			7,831			(9.1	)		20.0
Payments		(13,482	)		(13,388	)		(12,832	)		0.7			4.3
Other		1,203			1,412			1,256			(14.8	)		12.4

Period-end receivables	$	9,094		$	8,624		$	6,711			5.4			28.5

Average receivables	$	8,695		$	7,275		$	6,161			19.5			18.1

Accounts with three or more payments (60+ days) past due as a percentage of period-end receivables		6.1	%		4.0	%		3.5	%

Accounts with four or more payments (90+ days) past due as a percentage of period-end receivables		4.3	%		2.7	%		2.4	%

Allowance for Doubtful Accounts	Fiscal Year									Percent Change


(millions)	2008			2007			2006			2008/2007			2007/2006

Allowance at beginning of period	$	570		$	517		$	451			10.4	%		14.6	%
Bad debt provision		1,251			481			380			160.1			26.5
Net write-offs (a)		(811	)		(428	)		(314	)		89.8			36.0

Allowance at end of period	$	1,010		$	570		$	517			77.1			10.4

As a percentage of period-end receivables		11.1	%		6.6	%		7.7	%

Net write-offs as a percentage of average receivables (annualized)		9.3	%		5.9	%		5.1	%

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

Our 2008 period-end gross receivables were $9,094 million compared with $8,624 million in 2007, an increase of 5.4 percent. Average 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 guests.

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2007 period-end receivables were $8,624 million compared with $6,711 million in 2006, an increase of 28.5 percent. Average receivables in 2007 increased 18.1 percent to $7,275 million from $6,161 million. This growth in receivables measure was driven primarily by a product change from proprietary Target Cards to Target Visa cards for a group of higher credit-quality Target Card Guests. A product change to a Target Visa card generally results in a higher receivables balance because it can be used for purchases outside of Target stores and has a higher credit limit. Accounts converted from a Target Card to a Target Visa accounted for approximately 20 percentage points of the growth in period-end receivables. The remainder of our year-over-year receivables growth was primarily due to a reduction in payment rates on non-converted accounts.

Other Performance Factors

Net Interest Expense

Net interest expense was $866 million at the end of 2008, increasing 33.8 percent, or $219 million from 2007. 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. In 2007, net interest expense was $647 million compared with $572 million in 2006, an increase of 13.2 percent. This increase related to higher average debt balances, including the debt to fund growth in accounts receivable. The average portfolio interest rate was 5.3 percent in 2008, 6.1 percent in 2007 and 6.2 percent in 2006.

Provision for Income Taxes

Our effective income tax rate was 37.4 percent in 2008, 38.4 percent in 2007 and 38.0 percent in 2006. 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 is 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. The increase in the 2007 effective rate from the prior year was primarily due to lower capital market returns on these investments as compared to 2006.

Workforce Reduction

In 2008, we recorded a $47 million charge related to workforce reduction actions, approximately $21 million of which related to actions announced in January 2009 affecting our headquarters population. This charge was comprised of severance and benefit costs of $37 million and other expenses, primarily early lease exit costs, of $10 million. At the end of 2008, the remaining liability balance relating to severance costs was approximately $31 million. We believe that the liability will be substantially extinguished by the end of the first quarter of 2009. The liability is recorded as a component of other current liabilities and the expenses are recorded as a component of SG&A.

We will incur costs in 2009 for workforce reduction actions announced in 2008 but where team members are required to provide future services. We estimate those costs will be approximately $11 million and generally represent severance and benefits costs to be paid during 2009.

Analysis of Financial Condition

Liquidity and Capital Resources

We continue to fund our operations and growth through a combination of internally generated funds and debt financing. Cash flow provided by operations was $4,430 million in 2008 compared with $4,125 million in 2007.

Our 2008 period-end gross receivables were $9,094 million compared with $8,624 million in 2007, an increase of 5.4 percent. Average 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 risk management and underwriting initiatives that significantly

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reduced credit lines and from notable reductions in card usage. As further described in Note 10, we sold an interest in our credit card receivables to a JPMorgan Chase affiliate (JPMC). The interest sold represented 47 percent of the receivables portfolio at the time of the transaction.

Year-end inventory levels decreased $75 million, or 1.1 percent from 2007, reflecting inventory management initiatives responding to declining consumer demand offset by increased inventory levels required to support comparatively higher retail square footage. Accounts payable decreased by 5.7 percent over the same period.

During 2008, we repurchased 67.2 million shares of our common stock for a total cash investment of $3,395 million ($50.49 per share) under a $10 billion share repurchase plan authorized by our Board of Directors in November 2007. In 2007 we repurchased 46.2 million shares of our common stock for a total cash investment of $2,642 million ($57.24 per share). In November 2008 we announced that, in light of our business outlook, we were temporarily suspending our open-market share repurchase program.

We declared dividends totaling $471 million ($0.62 per share) in 2008, an increase of 3.8 percent over 2007. In 2007 we declared dividends totaling $454 million ($0.54 per share), an increase of 14.6 percent over 2006. 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		Standard and Poor's		Fitch

Long-term debt		A2		A+		A
Commercial paper		P-1		A-1		F1
Securitized receivables (a)		Aaa		AA		n/a

(a): These rated securitized receivables exclude the interest in our credit card receivables sold to JPMC.

At January 31, 2009 and February 2, 2008, there were no amounts outstanding under our commercial paper program. We fund our peak sales season working capital needs through our commercial paper program and typically use the cash generated from that sales season to repay the commercial paper issued. Additionally and as described in Note 10, 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 2008 or 2007 under this or previously existing revolving credit facilities.

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 31, 2009, 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 pre-tax 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 4.3x in 2008, 6.4x in 2007 and 7.1x in 2006.

Capital Expenditures

Capital expenditures were $3,547 million in 2008, compared with $4,369 million in 2007 and $3,928 million in 2006. This decrease was driven by lower capital expenditures for new stores, remodels and technology-related assets. Our 2008 capital expenditures include $1,258 million related to stores that will

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open in 2009 and later years. Net property and equipment increased $1,661 million in 2008 following an increase of $2,664 million in 2007.

Capital Expenditures


	Percentage of Capital Expenditures
	2008			2007			2006

New stores		66	%		71	%		61	%
Remodels and expansions		8			7			12
Information technology, distribution and other		26			22			27

Total		100	%		100	%		100	%

Commitments and Contingencies

At January 31, 2009, 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	$	12,875	$	1,251	$	1,443	$	2,002	$	8,179
	Nonrecourse		5,725		—		900		4,825		—
Interest payments – long-term debt
	Unsecured		11,210		761		1,373		1,136		7,940
	Nonrecourse (b)		265		56		105		104		—
Capital lease obligations			253		30		41		44		138
Operating leases (c)			3,857		245		373		289		2,950
Deferred compensation			389		84		54		57		194
Real estate obligations			377		377		—		—		—
Purchase obligations			570		441		111		10		8
Tax contingencies (d)			140		73		67		—		—

Contractual obligations		$	35,661	$	3,318	$	4,467	$	8,467	$	19,409

(a): Required principal payments only. Excludes Statement of Financial Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging Activities," fair market value adjustments recorded in long-term debt. Principal amounts include the 47 percent interest in credit card receivables sold to JPMC at the principal amount.
(b): These payments vary with LIBOR and are calculated assuming LIBOR of 0.5 percent plus a spread, for each year outstanding.
(c): Total contractual lease payments include $1,830 million of lease payments related to options to extend the lease term that are reasonably assured of being exercised and also includes $164 million of legally binding minimum lease payments for stores opening in 2009 or later. Refer to Note 21 for a further description of leases.
(d): Estimated tax contingencies of $447 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 2009, is included in Note 27.

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. 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, changing consumer credit markets or increasing competition. We believe these risks are largely mitigated because our inventory typically turns in less than six months. Inventory is further described in Note 11.

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, 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 the amount 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.

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. We believe that the allowance recorded at January 31, 2009 is sufficient to cover currently anticipated losses. Credit card receivables are described in Note 10.

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. 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 discounted future cash flows. No material impairments were recorded in 2008, 2007 or 2006 as a result of the tests performed.

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. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported. We estimate

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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. We maintain stop-loss coverage to limit the exposure related to certain risks. Refer to Item 7A for further disclosure of the market risks associated with our insurance policies.

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.

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.

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 pension and postretirement health care expense for the following plan year. Effective February 4, 2007, we adopted the measurement date provisions of SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)" (SFAS 158). The discount rates used to determine benefit obligations and benefits expense are included in Note 27. Benefits expense recorded during the year is partially dependent upon the discount rates used, and a 0.1 percent increase to the weighted average discount rate used to determine pension and postretirement health care expenses would decrease 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.

New Accounting Pronouncements

2008 Adoptions

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" (SFAS 157). SFAS 157 defines fair value, provides guidance for measuring fair value in accordance with GAAP and expands disclosures about fair value measurements. SFAS 157, as originally issued, was effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB issued FASB Staff Position FAS 157-2, which deferred the effective date of SFAS 157 for one year, as it relates to nonfinancial assets and liabilities. We adopted SFAS 157 for financial assets and liabilities at the beginning of the first quarter of 2008, and the adoption had no impact to our consolidated net earnings, cash flows and financial position. Subsequent to our adoption of SFAS 157, the FASB has issued various other FASB Staff Positions and guidance on fair value measurement; the additional guidance has not had an impact on our adoption. We will adopt SFAS 157 for nonfinancial assets and liabilities at the beginning of 2009 and do not expect to have a material impact on our consolidated net earnings, cash flows or financial position.

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities" (SFAS 159). SFAS 159 permits entities to choose to measure many financial instruments and certain other items at fair value. We adopted SFAS 159 at the beginning of fiscal 2008, and the adoption had no impact to our consolidated net earnings, cash flows or financial position.

In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative Instruments and Hedging Activities, an amendment of FASB Statement No. 133" (SFAS 161). SFAS 161 requires enhanced disclosures about derivatives and hedging activities. SFAS 161, as originally issued, was effective at the beginning of fiscal

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2009. However, in October 2008, the FASB issued Staff Position No. FAS 133-1 and FIN 45-4, which, amongst other actions, accelerated the effective date of SFAS 161 to be effective for interim and annual periods beginning after November 15, 2008. Since SFAS 161 requires only additional disclosures concerning derivatives and hedging activities, the adoption of SFAS 161 did not have any impact on our consolidated net earnings, cash flows or financial position.

In November 2008, the FASB Staff Position FAS 140-e and FIN 46(R)-e, Disclosures about Transfers of Financial Assets and Interests in Variable Interest Entities (the FSP) was published with an effective date for periods ending December 15, 2008. The FSP is intended to enhance currently required disclosures until the pending amendments to SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and FASB Interpretation No. 46 (revised December 2003), "Consolidation of Variable Interest Entities," are published. Since the FSP requires only additional disclosures related to certain asset transfers, the adoption of the FSP did not have any impact on our consolidated net earnings, cash flows or financial position.

Future Adoptions

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations" (SFAS 141(R)), which changes the accounting for business combinations and their effects on the financial statements. SFAS 141(R) will be effective at the beginning of fiscal 2009. The adoption of this statement is not expected to have a material impact on our consolidated net earnings, cash flows or financial position.

In December 2007, the FASB issued SFAS No. 160, "Accounting and Reporting of Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51" (SFAS 160). SFAS 160 requires entities to report noncontrolling interests in subsidiaries as equity in their consolidated financial statements. SFAS 160 will be effective at the beginning of fiscal 2009. The adoption of this statement is not expected to have a material impact on our consolidated net earnings, cash flows or financial position.

Outlook for Fiscal Year 2009

We anticipate that the challenging economic and consumer environment we experienced in 2008 will continue into 2009. In the first half of 2009, in our Retail Segment, we expect a continuation of recent sales trends – specifically mid-single digit declines in overall comparable-store sales with stronger growth in our lower-margin non-discretionary categories than in our higher-margin home and apparel categories. This sales performance will likely lead to a moderate decline in our gross margin rate because it is unlikely that we will be able to offset the impact of the adverse sales mix with rate improvements within categories. Even in light of continued strong expense control, we expect a moderate de-leveraging in our SG&A expense rate as a result of our expectation for soft comparable store sales. As a result, we expect to generate EBITDA and EBIT in our Retail Segment below last year's levels for the first half of the year.

In our Credit Card Segment we expect net write-offs to stabilize in the range of $300 million in each of the first two quarters of 2009, levels which were anticipated in establishing the allowance for doubtful accounts at the end of fiscal 2008. We do not anticipate the need to add any meaningful reserves in the foreseeable future, especially in light of the high likelihood that we will experience modest decreases in gross receivables. Overall, we expect to generate moderate rates of profit in the Credit Card Segment in the first two quarters of 2009, though it is not likely to be as strong as the profits generated in the first two quarters of 2008.

In light of the current environment, we are being very deliberate in the management and application of cash resources. This means that we have planned for fewer stores to open in 2009, particularly in our October cycle, than we would have in a more robust environment. Specifically, we expect to open about 75 stores in 2009, or about 60 stores net of rebuilds and relocations. Based on these store opening expectations, our base capital investment plan for 2009 envisions investing just over $2 billion, with the possibility that it might be as high as $2.5 billion if we were to see clear and measurable signs of improvement in the economy that lead us to approve incremental store openings in 2010 and beyond.

We expect to again generate more than $4 billion in cash from operations in 2009, which, in light of our current suspension of substantially all share repurchase activity, would provide ample cash from internal sources to fund our projected capital investments, pay dividends on our common stock and fund the $1.3 billion of debt that is maturing in 2009, all without the need to access the term debt capital markets during the year.

Our expectation is for earnings per share (diluted) in the first two quarters of 2009 to be well below 2008 levels, in line with our experience in the fourth quarter of 2008. Whether our performance will improve in the

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last two quarters of 2009 will depend on the extent to which economic conditions improve, and in turn to what extent our Retail Segment sales improve, and to a lesser degree when, and to what extent, we begin to experience clear and measurable benefits of recent risk management efforts in the Credit Card Segment.

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: The expected earnings per share (diluted) for the first two quarters of 2009; for our Retail Segment, our outlook for sales trends, gross margin rates, SG&A expense rate, and EBITDA and EBIT; for our Credit Card Segment, our outlook for future write-offs of current receivables, profit, and the allowance for doubtful accounts; the expected cash generated from operations in 2009; our expected capital expenditures and the number of stores to be opened in 2009; the expected compliance with debt covenants; and the adequacy of our reserves for general liability, workers' compensation, property loss, team member medical and dental claims, workforce reduction costs, 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.

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. Our degree of floating asset and liability matching may vary over time and vary in different interest rate environments. At January 31, 2009, our level of floating-rate credit card assets exceeded our level of net floating-rate debt obligations by approximately $1.3 billion. As a result, based on our balance sheet position at January 31, 2009, the annualized effect of a half 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 $7 million. See further description in Note 20.

We record our general liability and workers' compensation liabilities at net present value; therefore, these liabilities fluctuate with changes in interest rates. Periodically and 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 31, 2009, the annualized effect of a one percentage point decrease in interest rates would be to decrease earnings before income taxes by approximately $19 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 $18 million at January 31, 2009. The resulting impact on net pension expense would be calculated consistent with the provisions of SFAS No. 87, "Employers' Accounting for Pensions." 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, we are exposed to market returns on accumulated team member balances in our nonqualified, unfunded deferred compensation plans. We control our 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 four 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 11, 2009		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 31, 2009 and February 2, 2008, and the related consolidated statements of operations, cash flows, and shareholders' investment for each of the three years in the period ended January 31, 2009. 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 31, 2009 and February 2, 2008, and the consolidated results of their operations and their cash flows for each of the three years in the period ended January 31, 2009, 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.

As discussed in Note 27, Pension and Postretirement Health Care Plans, to the consolidated financial statements, effective February 3, 2007, the Corporation adopted the recognition and disclosure provisions of Statement of Financial Accounting Standards (SFAS) No. 158, Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans—an amendment of FASB Statements No. 87, 88, 106, and 132(R). Also, effective February 4, 2007, the Corporation adopted the measurement provision of SFAS No. 158.

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 31, 2009, 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 11, 2009, expressed an unqualified opinion thereon.

Minneapolis, Minnesota
March 11, 2009

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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 31, 2009, 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 31, 2009, 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 11, 2009		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 31, 2009, 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 31, 2009, 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 31, 2009 and February 2, 2008, and the related consolidated statements of operations, cash flows and shareholders' investment for each of the three years in the period ended January 31, 2009, and our report dated March 11, 2009, expressed an unqualified opinion thereon.

Minneapolis, Minnesota
March 11, 2009

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Consolidated Statements of Operations

(millions, except per share data)		2008			2007			2006



Sales		$	62,884		$	61,471		$	57,878
Credit card revenues			2,064			1,896			1,612

Total revenues			64,948			63,367			59,490
Cost of sales			44,157			42,929			40,366
Selling, general and administrative expenses			12,954			12,670			11,852
Credit card expenses			1,609			837			707
Depreciation and amortization			1,826			1,659			1,496

Earnings before interest expense and income taxes			4,402			5,272			5,069
Net interest expense
	Nonrecourse debt collateralized by credit card receivables		167			133			98
	Other interest expense		727			535			499
	Interest income		(28	)		(21	)		(25	)

Net interest expense			866			647			572

Earnings before income taxes			3,536			4,625			4,497
Provision for income taxes			1,322			1,776			1,710

Net earnings		$	2,214		$	2,849		$	2,787

Basic earnings per share		$	2.87		$	3.37		$	3.23

Diluted earnings per share		$	2.86		$	3.33		$	3.21

Weighted average common shares outstanding
	Basic		770.4			845.4			861.9
	Diluted		773.6			850.8			868.6

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Financial Position

(millions, except footnotes)		January 31, 2009			February 2, 2008



Assets
Cash and cash equivalents		$	864		$	2,450
Credit card receivables, net of allowance of $1,010 and $570			8,084			8,054
Inventory			6,705			6,780
Other current assets			1,835			1,622

	Total current assets		17,488			18,906
Property and equipment
	Land		5,767			5,522
	Buildings and improvements		20,430			18,329
	Fixtures and equipment		4,270			3,858
	Computer hardware and software		2,586			2,421
	Construction-in-progress		1,763			1,852
	Accumulated depreciation		(9,060	)		(7,887	)

	Property and equipment, net		25,756			24,095
Other noncurrent assets			862			1,559

Total assets		$	44,106		$	44,560

Liabilities and shareholders' investment
Accounts payable		$	6,337		$	6,721
Accrued and other current liabilities			2,913			3,097
Unsecured debt and other borrowings			1,262			1,464
Nonrecourse debt collateralized by credit card receivables			—			500

	Total current liabilities		10,512			11,782
Unsecured debt and other borrowings			12,000			13,226
Nonrecourse debt collateralized by credit card receivables			5,490			1,900
Deferred income taxes			455			470
Other noncurrent liabilities			1,937			1,875

	Total noncurrent liabilities		19,882			17,471
Shareholders' investment
	Common stock		63			68
	Additional paid-in-capital		2,762			2,656
	Retained earnings		11,443			12,761
	Accumulated other comprehensive loss		(556	)		(178	)

	Total shareholders' investment		13,712			15,307

Total liabilities and shareholders' investment		$	44,106		$	44,560

Common Stock Authorized 6,000,000,000 shares, $.0833 par value; 752,712,464 shares issued and outstanding at January 31, 2009; 818,737,715 shares issued and outstanding at February 2, 2008

Preferred Stock Authorized 5,000,000 shares, $.01 par value; no shares were issued or outstanding at January 31, 2009 or February 2, 2008

See accompanying Notes to Consolidated Financial Statements.

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Consolidated Statements of Cash Flows

(millions)			2008			2007			2006



Operating activities
Net earnings			$	2,214		$	2,849		$	2,787
Reconciliation to cash flow
	Depreciation and amortization			1,826			1,659			1,496
	Share-based compensation expense			72			73			99
	Deferred income taxes			91			(70	)		(201	)
	Bad debt provision			1,251			481			380
	Loss on disposal of property and equipment, net			33			28			53
	Other non-cash items affecting earnings			222			52			(35	)
	Changes in operating accounts providing / (requiring) cash:
		Accounts receivable originated at Target		(458	)		(602	)		(226	)
		Inventory		77			(525	)		(431	)
		Other current assets		(224	)		(139	)		(30	)
		Other noncurrent assets		(76	)		101			5
		Accounts payable		(389	)		111			435
		Accrued and other current liabilities		(230	)		62			430
		Other noncurrent liabilities		(139	)		124			100
	Other			160			(79	)		—

Cash flow provided by operations				4,430			4,125			4,862

Investing activities
	Expenditures for property and equipment			(3,547	)		(4,369	)		(3,928	)
	Proceeds from disposal of property and equipment			39			95			62
	Change in accounts receivable originated at third parties			(823	)		(1,739	)		(683	)
	Other investments			(42	)		(182	)		(144	)

Cash flow required for investing activities				(4,373	)		(6,195	)		(4,693	)

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			1,256
	Reductions of long-term debt			(1,455	)		(1,326	)		(1,155	)
	Dividends paid			(465	)		(442	)		(380	)
	Repurchase of stock			(2,815	)		(2,477	)		(901	)
	Premiums on call options			—			(331	)		—
	Stock option exercises and related tax benefit			43			210			181
	Other			(8	)		(44	)		(5	)

Cash flow provided by / (required for) financing activities				(1,643	)		3,707			(1,004	)

Net increase / (decrease) in cash and cash equivalents				(1,586	)		1,637			(835	)
Cash and cash equivalents at beginning of year				2,450			813			1,648

Cash and cash equivalents at end of year			$	864		$	2,450		$	813

Amounts presented herein are on a cash basis and therefore may differ from those shown in other sections of this Annual Report. Consistent with the provisions of Statement of Financial Accounting Standards (SFAS) No. 95, "Statement of Cash Flows," cash flows related to accounts receivable are classified as either an operating activity or an investing activity, depending on their origin.

Cash paid for income taxes was $ 1,399, $1,734 and $1,823 during 2008, 2007 and 2006, respectively. Cash paid for interest (net of interest capitalized) was $ 873, $633 and $584 during 2008, 2007 and 2006, 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 and Other			Total

January 28, 2006		874.1			$73			$2,121		$12,013			$ (6	)		$ 4		$	14,205
Net earnings		—			—			—		2,787			—			—			2,787
Other comprehensive loss, net of taxes of $5		—			—			—		—			(7	)		—			(7	)

Total comprehensive income																			2,780
Cumulative effect of adopting SFAS 158, net of taxes of $152		—			—			—		—			(234	)		—			(234	)
Dividends declared		—			—			—		(396	)		—			—			(396	)
Repurchase of stock		(19.5	)		(2	)		—		(987	)		—			—			(989	)
Stock options and awards		5.2			1			266		—			—			—			267

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

Dividends declared per share were $0.62, $0.54 and $0.46 in 2008, 2007 and 2006, 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 (the Corporation or Target) operates two reportable segments: Retail and Credit Card. Our Retail Segment includes all of our merchandising operations, including the operation of our large-format general merchandise and food discount stores in the United States and our fully integrated online business, Target.com. 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 2008 (2008) ended January 31, 2009 and consisted of 52 weeks. Fiscal year 2007 (2007) ended February 2, 2008 and consisted of 52 weeks. Fiscal year 2006 (2006) ended February 3, 2007 and consisted of 53 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. Commissions earned on sales generated by leased departments are included within sales and were $19 million in 2008, $17 million in 2007, and $16 million in 2006. A leased business is an agreement we enter into with another entity such as Starbucks or Pizza Hut where the entity's products and services are offered in our stores.

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 2008, 2007, and 2006.

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 store sales charged to our credit cards totaled $3,854 million, $4,105 million, and $3,961 million in 2008, 2007 and 2006, 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 $114 million in 2008, $110 million in 2007 and $104 million in 2006.

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

During the first quarter of 2008, we reviewed our Consolidated Statements of Operations cost classification policy, primarily related to distribution and other supply chain costs that were previously classified within selling, general and administrative expenses (SG&A). The review was prompted by changes within our supply chain processes and infrastructure, primarily the opening of our own food distribution network. As a result of this review, we have reclassified certain costs within our Consolidated Statements of Operations. The most significant change is that distribution center costs are now presented within cost of sales, as opposed to SG&A. We have reclassified all prior periods to conform to the current year presentation.

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 • Freight expenses associated with moving merchandise from our vendors to our distribution centers and our retail stores, and among our distribution and retail facilities • Vendor income that is not reimbursement of specific, incremental and identifiable costs Inventory shrink Markdowns Outbound shipping and handling expenses associated with sales to our guests Terms cash discount Distribution center costs, including compensation and benefits costs		Compensation and benefit costs including • Stores • Headquarters Occupancy and operating costs of retail and headquarters facilities Advertising, offset by vendor income that is a reimbursement of specific, incremental and identifiable costs Pre-opening costs of stores and other facilities Other administrative 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 and for our compliance programs, referred to as "vendor income." Vendor income reduces either our inventory costs or SG&A 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 $1,233 million in 2008, $1,195 million in 2007 and $1,170 million in 2006. Advertising vendor income that offset advertising expenses was approximately $143 million, $123 million and $118 million for 2008, 2007 and 2006, 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 (millions, except per share data)	Basic EPS						Diluted EPS


Earnings Per Share (millions, except per share data)	2008		2007		2006		2008		2007			2006

Net earnings	$	2,214	$	2,849	$	2,787	$	2,214	$	2,849		$	2,787
Adjustment for prepaid forward contracts		—		—		—		—		(11	)		—

Net earnings for EPS calculation	$	2,214	$	2,849	$	2,787	$	2,214	$	2,838		$	2,787

Basic weighted average common shares outstanding		770.4		845.4		861.9		770.4		845.4			861.9
Incremental stock options, performance share units and restricted stock units		—		—		—		3.2		6.0			6.7
Adjustment for prepaid forward contracts		—		—		—		—		(0.6	)		—

Weighted average common shares outstanding		770.4		845.4		861.9		773.6		850.8			868.6

Earnings per share	$	2.87	$	3.37	$	3.23	$	2.86	$	3.33		$	3.21

For the 2008, 2007 and 2006 EPS computations, 10.5 million, 6.3 million and 1.8 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 2008, 2007 and 2006, other comprehensive income/(loss) included gains and losses on certain hedge transactions, the change in our minimum pension liability (prior to the adoption of SFAS 158), 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

In the first quarter of 2008, we adopted SFAS 157 for financial assets and liabilities. This standard defines fair value, establishes a framework for measuring fair value and expands disclosure requirements about fair value measurements. SFAS 157 defines fair value as 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. In February 2008, the FASB issued FSPs FAS 157-1 and FAS 157-2, which removed leasing transactions from the scope of SFAS 157 and deferred for one year the effective date for SFAS 157 as it applies to certain nonfinancial assets and liabilities.

Assets and liabilities recorded at fair value are categorized using defined hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of an asset or liability: Level 1 (unadjusted quoted prices in active markets); Level 2 (inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly); and Level 3 (unobservable inputs that cannot be corroborated by observable market data). Assets measured at fair value on a recurring basis are categorized based upon the lowest level of significant input to the valuations.

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In determining fair value we use observable market data when available. Additionally, we consider both counterparty credit risk and our own creditworthiness in determining fair value. We attempt to mitigate credit risk to third parties by entering into netting and collateral arrangements. In those instances, the net exposure is then measured considering the counterparty's creditworthiness.

Fair Value Measurements		Fair Value at Jan. 31, 2009								Fair Value at Feb. 2, 2008


				Using Inputs Considered as								Using Inputs Considered as
(millions)		Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3

Cash and cash equivalents
	Marketable securities	$	302	$	302	$	—	$	—	$	1,851	$	1,851	$	—	$	—
Other current assets
	Prepaid forward contracts		69		69		—		—		124		124		—		—
	Interest rate forward		—		—		—		—		11		—		11		—
	Interest rate swaps		—		—		—		—		8		—		8		—
Other noncurrent assets
	Interest rate swaps		163		—		163		—		215		—		215		—
Company-owned life insurance investments			493		493		—		—		561		561		—		—
Other noncurrent liabilities
	Interest rate swaps		30		—		30		—		—		—		—		—

Total		$	1,057	$	864	$	193	$	—	$	2,770	$	2,536	$	234	$	—

The following sets forth the types of assets measured at fair value and a brief description of the valuation technique for each asset type:



	Position description		Valuation Technique

	Marketable securities		Initially valued at transaction price. Carrying value of cash equivalents (including money market funds) approximates fair value as 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		Valuation models are calibrated to initial trade price. Subsequent valuations are based on observable inputs to the valuation model ( e.g. , interest rates, credit spreads, etc.). 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		Initially valued at transaction price. Subsequently valued by reference to the index fund in which the investment position is held. The market values of these investments are determined based upon quoted market prices.

9. Cash Equivalents

Cash equivalents include highly liquid investments with an original maturity of three months or less from the time of purchase. We carry these investments at cost, which approximates fair value. These investments totaled $302 million and $1,851 million at January 31, 2009 and February 2, 2008, respectively.

Also included in cash equivalents are 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 $323 million and $400 million at January 31, 2009 and February 2, 2008, respectively. Payables resulting from the use of the Target Visa at third-party merchants are included within cash equivalents and were $53 million and $60 million at January 31, 2009 and February 2, 2008, 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 $1,010 million at January 31, 2009 and $570 million at February 2, 2008. 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

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accrue finance charges until they are written off. Total accounts receivable past due ninety days or more and still accruing finance charges were $393 million at January 31, 2009 and $235 million at February 2, 2008. Accounts are written off when they become 180 days past due.

As a method of providing funding for our accounts receivable, 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 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 Target.

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 Target. 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 Target. Upon termination of the securitization program and repayment of all debt securities, any remaining assets could be distributed to Target in a liquidation of TRC.

In the second quarter of 2008, we sold an interest in our credit card receivables to a JPMorgan Chase affiliate (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 receivables within the trust and the note payable issued by the trust are reflected in our Consolidated Statements of Financial Position. Notwithstanding this accounting treatment, the receivables transferred to the trust are not available to general creditors of Target, and the payments to JPMC are made solely from the trust assets and are nonrecourse to the general assets of Target. The accounts receivable assets that collateralize the note payable supply the cash flow to pay principal and interest to the note holder. Periodic interest 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.

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 pay JPMC a pro rata amount of principal collections such that the interest owned by JPMC would not exceed 47 percent. 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 may cause the accelerated repayment of the note payable issued in the transaction.

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 adjusted for 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 since permanent markdowns are currently taken as a reduction of the retail value of inventory.

We routinely enter into arrangements with certain 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

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simultaneous purchase and sale of this inventory. Sales made under these arrangements totaled $1,266 million in 2008, $1,390 million in 2007, and $1,178 million in 2006.

12. Other Current Assets

Other Current Assets (millions)	January 31, 2009		February 2, 2008



Deferred taxes	$	693	$	556
Other receivables (a)		433		353
Vendor income receivable		236		244
Other (b)		473		469

Total	$	1,835	$	1,622

(a): Other receivables relate primarily to pharmacy receivables and merchandise sourcing services provided to third parties.
(b): Amount includes held-to-maturity government and money market investments that are held to satisfy the capital requirements of Target Bank and Target National Bank. In 2008 and 2007 the carrying value of these investments were $29 million and $25 million, respectively. The estimated fair value of these investments using available market prices in 2008 and 2007 did not materially differ from the carrying amount.

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 2008, 2007 and 2006 was $1,804 million, $1,644 million and $1,509 million, respectively. For income tax purposes, accelerated depreciation methods are generally used. Repair and maintenance costs are expensed as incurred and were $609 million in 2008, $592 million in 2007 and $532 million in 2006. Facility pre-opening 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. No material impairments were recorded in 2008, 2007 or 2006 as a result of the tests performed.

14. Other Noncurrent Assets

Other Noncurrent Assets (millions)	January 31, 2009		February 2, 2008



Cash surrender value of life insurance (a)	$	305	$	578
Goodwill and intangible assets		231		208
Interest rate swaps (b)		163		215
Prepaid pension expense		1		394
Other		162		164

Total	$	862	$	1,559

(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 $60 million at January 31, 2009 and February 2, 2008. An impairment loss on a

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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 not amortized; instead, it is subject to an annual impairment test. Discounted cash flow models are used in determining fair value for the purposes of the required annual impairment analysis.

No material impairments were recorded in 2008, 2007 or 2006 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. 31, 2009			Feb. 2, 2008			Jan. 31, 2009			Feb. 2, 2008			Jan. 31, 2009			Feb. 2, 2008

Gross asset	$	196		$	181		$	129		$	111		$	325		$	292
Accumulated amortization		(54	)		(52	)		(100	)		(92	)		(154	)		(144	)

Net intangible assets	$	142		$	129		$	29		$	19		$	171		$	148

(a): Other intangible assets relate primarily to acquired trade names and customer lists.

Amortization is computed on intangible assets with definite useful lives using the straight-line method over estimated useful lives that range from three to 39 years. During 2006, we adjusted the period over which we amortize leasehold acquisition costs to match the expected terms for individual leases resulting in a cumulative benefit to amortization expense of approximately $28 million. Amortization expense for 2008, 2007 and 2006 was $21 million, $15 million, and $(13) million, respectively.

Estimated Amortization Expense (millions)



Amortization expense	$20	$15	$11	$9	$9

16. Accounts Payable

We reclassify book overdrafts to accounts payable at period end. Overdrafts reclassified to accounts payable were $606 million at January 31, 2009 and $588 million at February 2, 2008.

17. Accrued and Other Current Liabilities

Accrued and Other Current Liabilities (millions)	January 31, 2009		February 2, 2008



Wages and benefits	$	727	$	727
Taxes payable (a)		430		400
Gift card liability (b)		381		372
Construction in process accrual		182		228
Workers' compensation and general liability		176		164
Straight-line rent accrual		167		152
Interest payable		130		162
Dividends payable		120		115
Deferred compensation		84		176
Income taxes payable		—		111
Other		516		490

Total	$	2,913	$	3,097

(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 $570 million and $663 million at January 31, 2009 and February 2, 2008, respectively. We issue inventory purchase orders, which represent authorizations

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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 $1,359 million and $1,861 million at January 31, 2009 and February 2, 2008, respectively, a portion of which are reflected in accounts payable. Standby letters of credit, relating primarily to retained risk on our insurance claims, totaled $64 million and $69 million at January 31, 2009 and February 2, 2008, 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)	2008		2007



Maximum amount outstanding during the year	$	1,385	$	1,589
Average amount outstanding during the year		274		404
Amount outstanding at year-end		—		—
Weighted average interest rate		2.1%		5.2%

In April 2007, we entered into a five-year $2 billion unsecured revolving credit facility with a group of banks, which will expire in 2012. No balances were outstanding at any time during 2008 or 2007 under this or previously existing revolving credit facilities.

We did not issue any unsecured, long-term debt during 2008. We issued various long-term, unsecured debt instruments during 2007. Information on these transactions is as follows:

Issuance of Long-Term Unsecured Debt – 2007 (millions)		Amount



	5.375% notes due May 2017	$	1,000
	LIBOR plus 0.125% floating rates notes due August 2009		500
	6.5% notes due October 2037		1,250
	5.125% notes due January 2013		500
	6.0% notes due January 2018		1,250
	7.0% notes due January 2038		2,250

Total for 2007		$	6,750

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 2007 and 2008.

Nonrecourse Debt Collateralized by Credit Card Receivables (millions)		Amount



At February 3, 2007		$	1,750
	Issued		1,900
	Repaid		(1,250	)

At February 2, 2008			2,400
	Issued, net of $268 discount		3,557
	Accretion (a)		33
	Repaid		(500	)

At January 31, 2009		$	5,490

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

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

At January 31, 2009, the carrying value and maturities of our debt portfolio, including swap valuation adjustments for our fair value hedges, was as follows:

		January 31, 2009


Debt Maturities (millions)		January 31, 2009
Debt Maturities (millions)		Rate (a)			Balance

	Due fiscal 2009-2012		4.3	%	$	5,845
	Due fiscal 2013-2017		4.0			7,372
	Due fiscal 2018-2022		7.1			416
	Due fiscal 2023-2027		6.7			171
	Due fiscal 2028-2032		6.6			1,060
	Due fiscal 2033-2038		6.8			3,501

Total notes and debentures (b)			4.9			18,365
Unamortized swap valuation adjustments from terminated/de-designated swaps						263
Capital lease obligations						124
Less:
	Amounts due within one year					(1,262	)

Long-term debt					$	17,490

(a): Reflects the weighted average stated interest rate as of year-end.
(b): The estimated fair value of total notes and debentures, using a discounted cash flow analysis based on our current market interest rates for similar types of financial instruments, was $17,553 million at January 31, 2009.

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

Required Principal Payments (millions)



Unsecured	$1,251	$1,336	$107	$1,501	$501
Nonrecourse	—	900	—	750	4,075

Total required principal payments	$1,251	$2,236	$107	$2,251	$4,576

20. Derivative Financial Instruments

Derivative financial instruments are reported at fair value on the balance sheet. Our derivative instruments have been primarily interest rate swaps. We use these derivatives to mitigate our interest rate risk.

Historically, the majority of our derivative instruments qualified for hedge accounting under SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities" (SFAS 133). 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 are 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. Under the provisions of SFAS 133, 100 percent hedge effectiveness was assumed for those derivatives whose terms met the conditions of the SFAS 133 "short-cut method." There was no ineffectiveness recognized in 2008, 2007 or 2006 related to our derivative instruments. As detailed below, at January 31, 2009, we had 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. Because these swaps were designated as hedges, and 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.

Simultaneous to the de-designations, 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.

Interest Rate Swap Rollforward


		Notional
(in millions)		Pay Floating			Pay Fixed		Total Fair Value

February 2, 2008		$	4,575		$	—	$	223
	New		750			1,250		—
	Matured		(950	)		—		—
	Terminated		(3,125	)		—		(160	)
	Valuation adjustment gain/(loss)		—			—		70

January 31, 2009		$	1,250		$	1,250	$	133

At January 31, 2009 a characteristic summary of interest rate swaps outstanding was:

Outstanding Interest Rate Swap Characteristic Summary


At January 31, 2009:		Pay Floating	Pay Fixed

Weighted average rate:
	Pay	one-month LIBOR	2.6% fixed
	Receive	5.0% fixed	one-month LIBOR
Weighted average maturity		5.4 years	5.4 years

In 2008, 2007 and 2006, total net gains amortized into net interest expense for terminated and dedesignated swaps were $55 million, $6 million and $9 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 $263 million, $14 million and $19 million, at the end of 2008, 2007, and 2006, respectively.

Derivative Contracts – Types, Balance Sheet Classifications and Fair Values (millions)


		Asset					Liability
			Fair Value At					Fair Value At
Type		Classification	Jan. 31, 2009		Feb. 2, 2008		Classification	Jan. 31, 2009		Feb. 2, 2008

Designated as hedging instruments:
	Interest Rate Swaps	Other current assets	$	—	$	8		$	—	$	—
	Interest Rate Swaps	Other noncurrent assets		—		215			—		—
Not designated as hedging instruments:
	Interest Rate Swaps	Other noncurrent assets		163		—	Other noncurrent liabilities		30		—
	Interest Rate Forward	Other current assets		—		11			—		—

	Total		$	163	$	234		$	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

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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, the amount reclassified into earnings as an increase to interest expense from accumulated other comprehensive income was $3 million ($5 million pre tax). The amount expected to be reclassified into earnings from accumulated other comprehensive income for 2009 is expected to be $3 million ($5 million pre tax).

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)	Income/(Expense)
Type	Classification of Income/(Expense)	2008		2007			2006

Interest Rate Swaps	Other interest expense	$	71	$	(15	)	$	(22	)
Interest Rate Forward (a)	Selling, general and administrative		—		18			—

Total		$	71	$	3		$	(22	)

(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. 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, which is included in SG&A, includes rental payments based on a percentage of retail sales over contractual levels for certain stores. Total rent expense was $169 million in 2008, $165 million in 2007 and $158 million in 2006, including percentage rent expense of $4 million in 2008 and $5 million in 2007 and 2006. 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		Capital Leases



2009	$	245	$	30
2010		216		20
2011		157		21
2012		146		22
2013		143		22
After 2013		2,950		138

Total future minimum lease payments (a)	$	3,857		253
Less: Interest (b)				(129	)

Present value of future minimum capital lease payments (c)			$	124

(a): Total contractual lease payments include $1,830 million related to options to extend lease terms that are reasonably assured of being exercised and also includes $164 million of legally binding minimum lease payments for stores that will open in 2009 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

We account for income taxes under the asset and liability method. We have recognized deferred tax assets and liabilities for the estimated future tax consequences attributable to differences between the 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. In the Consolidated Statements of Financial Position, the current deferred tax asset balance is the net of all current deferred tax assets and current deferred tax liabilities. The noncurrent deferred tax liability is the net of all noncurrent deferred tax assets and noncurrent deferred tax liabilities.

Tax Rate Reconciliation



Federal statutory rate	35.0	%	35.0	%	35.0	%
State income taxes, net of federal tax benefit	4.0		4.0		4.0
Other	(1.6	)	(0.6	)	(1.0	)

Effective tax rate	37.4	%	38.4	%	38.0	%

Provision for Income Taxes: Expense (Benefit) (millions)		2008		2007			2006



Current:
	Federal	$	1,034	$	1,568		$	1,627
	State/other		197		278			284

Total current			1,231		1,846			1,911

Deferred:
	Federal		88		(67	)		(174	)
	State/other		3		(3	)		(27	)

Total deferred			91		(70	)		(201	)

Total provision		$	1,322	$	1,776		$	1,710

Net Deferred Tax Asset/(Liability) (millions)		January 31, 2009			February 2, 2008



Gross deferred tax assets:
	Accrued and deferred compensation	$	420		$	466
	Allowance for doubtful accounts		390			220
	Accruals and reserves not currently deductible		349			347
	Self-insured benefits		289			271
	Other		223			104

Total gross deferred tax assets			1,671			1,408

Gross deferred tax liabilities:
	Property and equipment		(1,234	)		(1,069	)
	Pension		—			(131	)
	Deferred credit card income		(144	)		(94	)
	Other		(55	)		(28	)

Total gross deferred tax liabilities			(1,433	)		(1,322	)

Total net deferred tax asset/(liability)		$	238		$	86

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We file a U.S. federal income tax return and income tax returns in various states and foreign jurisdictions. With few exceptions, we are no longer subject to income tax examinations for years before 1999.

Reconciliation of Unrecognized Tax Benefit Liabilities (millions)	2008			2007



Balance at beginning of period	$	442		$	379
Additions based on tax positions related to the current year		27			60
Additions for tax positions of prior years		100			26
Reductions for tax positions of prior years		(101	)		(8	)
Settlements		(34	)		(15	)

Balance at end of period	$	434		$	442

If the Corporation were to prevail on all unrecognized tax benefit liabilities recorded, approximately $208 million of the $434 million reserve would benefit the effective tax rate. In addition, the impact of 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 years ended January 31, 2009, February 2, 2008 and February 3, 2007, we recognized approximately $33 million, $37 million and $37 million, respectively, in interest and penalties. We had accrued for the payment of interest and penalties of approximately $153 million at January 31, 2009 and $129 million at February 2, 2008.

Included in the balance at January 31, 2009 and February 2, 2008 are $116 million and $72 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.

It is reasonably possible that the amount of the unrecognized tax benefit liabilities with respect to certain 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.

23. Other Noncurrent Liabilities

Other Noncurrent Liabilities (millions)	January 31, 2009		February 2, 2008



Income tax liability	$	506	$	571
Workers' compensation and general liability		506		475
Pension and postretirement health care benefits		318		142
Deferred compensation		309		486
Other		298		201

Total	$	1,937	$	1,875

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.

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.

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

Share Repurchases (millions, except per share data)		Average Price Paid per Share		Total Investment



2006	19.5	$	50.16	$	977
2007 – Under the 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

Total	132.9	$	52.79	$	7,014

Of the shares reacquired and included above, a portion was delivered upon settlement of prepaid forward contracts. 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. The prepaid forward contracts settled in 2006 had a total cash investment of $76 million and an aggregate market value of $88 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				(amounts per share)						Total Cost (millions)
Series	Number of Options Exercised		Exercise Date		Premium(a)		Strike Price		Total		Total Cost (millions)

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 non-employee 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, 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 non-employee 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 based upon the attainment of compound annual growth rates in revenue and EPS as set forth in the performance criteria. In 2006 and 2008, we issued restricted stock units with three-year cliff vesting to select team members. We also regularly issue restricted stock units to our Board of Directors. Restricted stock units granted in 2008 have one-year graded vesting. The number of unissued

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common shares reserved for future grants under the share-based compensation plans was 25,755,800 at January 31, 2009 and 36,190,569 at February 2, 2008.

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

January 28, 2006		28,714		$	36.82	$	505		19,229	$	31.64	$	438		1,953			—
Granted		4,980			56.84										119	(e)		221
Expired/forfeited		(607	)		48.06										(177	)		—
Exercised/Issued		(5,177	)		27.08										—			—

February 3, 2007		27,910		$	41.95	$	558		17,659	$	35.32	$	470		1,895			221
Granted		5,725			49.54										650	(f)		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	(g)		315
Expired/forfeited		(756	)		51.28										(176)	(h)		(2	)
Exercised/Issued		(937	)		33.36										(740	)		(2	)

January 31, 2009		36,361		$	43.00	$	4		19,292	$	43.80	$	4		2,023	(i)		549

(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 compound annual growth rates as set forth in the performance criteria.
(e): Awards were earned based on performance during the three years ending January 31, 2009.
(f): Awards will be earned based on performance during the three years ending January 30, 2010.
(g): Awards will be earned based on performance during the three years ending January 29, 2011.
(h): Includes differences resulting from attainment of actual versus maximum compound annual growth rates as set forth in the performance criteria. The number of share units not attained was approximately 133 thousand.
(i): Based on performance criteria for the three years ending January 31, 2009, we expect approximately 637 thousand share units will not be attained in 2009.

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 quotes 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		2008		2007		2006



Stock options weighted average valuation assumptions:
	Dividend yield		1.9%		1.1%		0.8%
	Volatility		47%		39%		23%
	Risk-free interest rate		1.5%		3.2%		4.7%
	Expected life in years		5.5		5.5		5.5
Stock options grant date weighted average fair value		$	12.87	$	18.08	$	16.52
Performance share units grant date weighted average fair value		$	51.68	$	59.45	$	49.98
Restricted stock units grant date weighted average fair value		$	34.78	$	57.70	$	57.60

Total share-based compensation expense recognized in the Consolidated Statements of Operations was $72 million, $73 million, and $99 million in 2008, 2007, and 2006, respectively. The related income tax benefit was $28 million, $28 million, and $39 million in 2008, 2007, and 2006, respectively.

Stock Options Exercises (millions)		2008		2007		2006



Compensation expense realized		$	14	$	187	$	142
	Related income tax benefit		5		73		56
Net cash proceeds			31		198		176

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At January 31, 2009, there was $173 million of total unrecognized compensation expense related to nonvested stock options. That cost is expected to be recognized over a weighted average period of 1.5 years. The weighted average remaining life of currently exercisable options is 4.8 years, and the weighted average remaining life of all outstanding options is 6.8 years. The total fair value of options vested was $51 million, $35 million, and $47 million in 2008, 2007, and 2006, respectively.

Performance share unit award recipients will receive shares of common stock if certain revenue and EPS growth targets are met and the recipients also satisfy service-based vesting requirements. 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 and, for some awards, the current Target common stock price. Future compensation expense for currently outstanding awards could reach a maximum of $57 million assuming payout of all outstanding awards. The total share based liabilities paid were $15 million and $18 million in 2008 and 2007, respectively. There were no share based liabilities paid in 2006.

In 2008, we recorded a $12 million reversal of previously recorded expense related to performance share units that were to be paid to award recipients at the end of the fiscal year. The related performance share units will not be delivered to award recipients because we did not meet certain revenue and EPS compound annual growth rates as set forth in the performance criteria.

Total unrecognized compensation expense related to restricted stock unit awards was $14 million as of January 31, 2009.

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. Our contribution to the plan is initially invested in Target common stock. These amounts are free to be diversified by the team member immediately.

In addition, we maintain nonqualified, unfunded deferred compensation plans for approximately 4,000 current and retired team members whose participation in our 401(k) plan is limited by statute or regulation. 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 52 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 $86 million in 2008 and $74 million in 2007.

We control some of our risk of offering the nonqualified plans through investing in vehicles, including 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 pre-tax income/(loss) of $(19) million in 2008, $6 million in 2007 and $37 million in 2006. During 2008 and 2007, we invested approximately $215 million and $164 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 2008, 2007 and 2006, these

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repurchases totaled 4.7 million, 3.4 million and 1.6 million shares, respectively, and are included in the total share repurchases described in Note 24.

Prepaid Forward Contracts on Target Common Stock (millions, except per share data)


	Number of Shares						Current Fair Value at
Contractual Settlement Date	Number of Shares				Contract Price per Share		Current Fair Value at
Contractual Settlement Date	January 31, 2009		February 2, 2008		Contract Price per Share		January 31, 2009		February 2, 2008

May 2008				250,000	$	48.76			$	14
July 2008				72,832		62.46				4
August 2008				57,331		62.25				3
August 2008				145,894		61.69				9
August 2008				371,262		61.95				21
October 2008				247,524		60.60				14
November 2008				288,001		59.03				17
February 2008				177,085		56.47				10
February 2008				157,960		50.65				9
January 2009				400,000		48.11				23
October 2009		1,946,169				41.11	$	61
November 2009		255,200				31.35		8

		2,201,369		2,167,889			$	69	$	124

The settlement dates of these instruments are regularly renegotiated with the counterparty, so settlement may not occur during the months listed on the table above.

Defined Contribution Plan Expenses (millions)	2008			2007			2006



401(k) Defined Contribution Plan
Matching contributions expense	$	178		$	172		$	141
Nonqualified Deferred Compensation Plans
Benefits expense/(income)	$	(80	)	$	46		$	98
Related investment loss/(income) (a)		83			(26	)		(68	)

Nonqualified plan net expense	$	3		$	20		$	30

(a): Investment income includes changes in unrealized gains and losses on prepaid forward contracts 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.

SFAS No. 158, "Employers' Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R)" (SFAS 158) requires plan sponsors of defined benefit pension and other postretirement benefit plans (collectively postretirement benefit plans) to recognize the funded status of their postretirement benefit plans in the statement of financial position, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end statement of financial position and provide additional disclosures.

At the beginning of fiscal 2007, we early adopted the measurement date provisions of SFAS 158 which require us to measure the fair value of plan assets and benefit obligations as of the date of the year-end statement of financial position. Before 2007, we measured our pension and postretirement benefit obligations at the end of October each year. As a result, we recorded a $16 million decrease to retained earnings, a $54 million increase to accumulated other comprehensive income, a $65 million increase to other noncurrent assets, a $3 million increase to other noncurrent liabilities, and a $24 million decrease to deferred income taxes. The adoption of the measurement date provisions of SFAS 158 had no effect on our Consolidated Statements of Financial Position at February 4, 2007 or any prior periods.

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We adopted the recognition and disclosure provisions of SFAS 158 on February 3, 2007, which require us to recognize the funded status, which is the difference between the fair value of plan assets and the projected benefit obligations, of our postretirement benefit plans in the February 3, 2007 Consolidated Statements of Financial Position, with a corresponding adjustment to accumulated other comprehensive loss, net of tax. The adjustment to accumulated other comprehensive loss at adoption represents the net unrecognized actuarial losses and unrecognized prior service costs. The adoption of the recognition provisions of SFAS 158 had no effect on our Consolidated Statements of Operations at February 3, 2007 or any prior periods.

The following table provides 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


Change in Projected	Pension Benefits												Postretirement Health Care Benefits
Benefit Obligation (millions)	Qualified Plans						Nonqualified Plans						Postretirement Health Care Benefits
	2008			2007			2008			2007			2008			2007

Benefit obligation at beginning of measurement period (a)		$1,811			$1,764			$33			$36			$108			$115
Effect of SFAS 158 adoption		—			8			—			1			—			2
Service cost		93			96			1			1			5			4
Interest cost		114			103			2			2			7			7
Actuarial (gain)/loss		21			(80	)		4			(4	)		10			(10	)
Participant contributions		—			1			—			—			6			7
Benefits paid		(94	)		(81	)		(4	)		(3	)		(19	)		(17	)
Plan amendments		3			—			—			—			—			—

Benefit obligation at end of measurement period		$1,948			$1,811			$36			$33			$117			$108

(a): Beginning in 2007, the measurement date is the last day of the fiscal year.

	Pension Benefits


	Pension Benefits												Postretirement Health Care Benefits
Change in Plan Assets	Qualified Plans						Nonqualified Plans
(millions)	Qualified Plans						Nonqualified Plans
	2008			2007			2008			2007			2008			2007

Fair value of plan assets at beginning of measurement period	$	2,192		$	2,075		$	—		$	—		$	—		$	—
Effect of SFAS 158 adoption		—			75			—			—			—			—
Actual return on plan assets		(430	)		119			—			—			—			—
Employer contribution		103			3			4			3			13			10
Participant contributions		—			1			—			—			6			7
Benefits paid		(94	)		(81	)		(4	)		(3	)		(19	)		(17	)

Fair value of plan assets at end of measurement period		1,771			2,192			—			—			—			—
Benefit obligation at end of measurement period		1,948			1,811			36			33			117			108

Funded status	$	(177	)	$	381		$	(36	)	$	(33	)	$	(117	)	$	(108	)

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

	Qualified Plans						Nonqualified Plans (a)


Recognition of Funded/(Underfunded) Status (millions)	Qualified Plans						Nonqualified Plans (a)
Recognition of Funded/(Underfunded) Status (millions)	2008			2007			2008			2007

Other noncurrent assets	$	1		$	394		$	—		$	—
Accrued and other current liabilities		(1	)		—			(13	)		(12	)
Other noncurrent liabilities		(177	)		(13	)		(140	)		(129	)

Net amounts recognized	$	(177	)	$	381		$	(153	)	$	(141	)

(a): Includes postretirement health care benefits.

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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						Postretirement Health Care Plans
	2008			2007			2008		2007

Net actuarial loss	$	828		$	227		$	19	$	9
Prior service credits		(7	)		(15	)		—		—

Amounts in accumulated other comprehensive income	$	821		$	212		$	19	$	9

The following table summarizes the changes in accumulated other comprehensive income for the years ended January 31, 2009 and February 2, 2008, related to our pension and postretirement plans:

Change in Accumulated Other Comprehensive Income (millions)	Pension Benefits						Postretirement Health Care Benefits


	Pre-tax			Net of tax			Pre-tax			Net of tax

Accumulated other comprehensive income at beginning of 2007		$385			$234			$21			$13
Effect of SFAS 158 adoption		(88	)		(53	)		(1	)		(1	)
Net actuarial gain		(51	)		(31	)		(10	)		(6	)
Amortization of net actuarial losses		(38	)		(23	)		(1	)		(1	)
Amortization of prior service costs and transition		4			2			—			—

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

The following table summarizes the amounts in accumulated other comprehensive income expected to be amortized and recognized as a component of net periodic benefit cost in 2009:

Expected Amortization of Amounts in Accumulated Other Comprehensive Income (millions)	Pre-tax			Net of tax



Net actuarial loss	$	24		$	15
Prior service credits		(3	)		(2	)

Total amortization expense	$	21		$	13

The following table summarizes our net pension and postretirement health care benefits expenses for the years 2008, 2007 and 2006:




Net Pension and Postretirement Health Care Benefits Expense
Net Pension and Postretirement Health Care Benefits Expense	Pension Benefits									Postretirement Health Care Benefits
(millions)	Pension Benefits									Postretirement Health Care Benefits
	2008			2007			2006			2008		2007		2006

Service cost benefits earned during the period	$	94		$	97		$	83		$	5	$	4	$	3
Interest cost on projected benefit obligation		116			105			93			7		7		6
Expected return on assets		(162	)		(152	)		(141	)		—		—		—
Amortization of losses		16			38			47			—		1		1
Amortization of prior service cost		(4	)		(4	)		(5	)		—		—		—

Total	$	60		$	84		$	77		$	12	$	12	$	10

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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)	2008		2007



Accumulated benefit obligation (ABO) for all plans (a)	$	1,812	$	1,687
Projected benefit obligation for pension plans with an ABO in excess of plan assets (b)		1,979		48
Total ABO for pension plans with an ABO in excess of plan assets		1,808		39
Fair value of plan assets for pension plans with an ABO in excess of plan assets		1,765		2

(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


	2008	2007	2008	2007

Discount rate	6.50%	6.45%	6.50%	6.45%
Average assumed rate of compensation increase	4.25%	4.25%	n/a	n/a

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


	2008		2007		2006		2008		2007		2006

Discount rate		6.45%		5.95%		5.75%		6.45%		5.95%		5.75%
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%		3.50%		n/a		n/a		n/a

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 6.3 percent, 5.7 percent and 8.8 percent for the 5-year, 10-year and 15-year periods, respectively, ended January 31, 2009.

An increase in the cost of covered health care benefits of 9 percent was assumed for 2008. In 2009, the rate is assumed to be 8 percent for non-Medicare eligible individuals and 9 percent for Medicare eligible individuals. Both rates will be reduced to 5 percent in 2013 and thereafter.

A one percent change in assumed health care cost trend rates would have the following effects at January 31, 2009:

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	$	7	$	(7	)

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Additional Information

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

Asset Category



Domestic equity securities	25	%	31	%
International equity securities	13		17
Debt securities	27		25
Other (a)	35		27

Total	100	%	100	%

(a): Other assets include private equity, mezzanine and distressed debt, a balanced portfolio of global equities and global fixed income securities, timber-related assets, and a 5 percent allocation to real estate.

Our asset allocation strategy targets 32 percent in domestic equity securities, 18 percent in international equity securities, 23 percent in high quality, long-duration debt securities, including interest rate swaps, and 27 percent in alternative assets. Equity securities include our common stock in amounts substantially less than 1 percent of total plan assets as of January 31, 2009 and February 2, 2008. Our expected annualized long-term rate of return assumptions as of January 31, 2009 were 8.5 percent for domestic and international equity securities, 5.5 percent for long-duration debt securities, and 9.5 percent for other assets.

Contributions

We are not required to make any contributions in 2009, although we may choose to make discretionary contributions of up to $100 million. We expect to make contributions in the range of $5 million to $15 million to our postretirement health care benefit plan in 2009.

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



2009	$	111	$	10
2010		120		10
2011		126		11
2012		133		12
2013		140		12
2014-2018		825		76

28. Segment Reporting

Prior to 2008, we operated as a single business segment. During the first quarter of 2008 our Chief Executive Officer (CEO), Robert Ulrich, who was our chief operating decision maker (CODM) as defined in SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information" (SFAS 131), retired, and he was succeeded by Gregg Steinhafel. As a result of this change and in light of the anticipated sale of an undivided interest in approximately one-half of our credit card receivables, we reevaluated the provisions of SFAS 131. Based upon our review performed in the first quarter of 2008, we determined that we have two reportable segments, which reflects how our new CODM reviews our results in terms of allocating resources and assessing performance. These two reportable segments are based on our different products and services: Retail and Credit Card. As a result, prior period disclosures reflect the change in reportable segments.

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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.

Business Segment Results		2008							2007							2006


(millions)		Retail		Credit Card		Total			Retail		Credit Card		Total			Retail		Credit Card		Total

Sales/Credit card revenues		$	62,884	$	2,064	$	64,948		$	61,471	$	1,896	$	63,367		$	57,878	$	1,612	$	59,490
Cost of sales			44,157		—		44,157			42,929		—		42,929			40,366		—		40,366
Bad debt expense (a)			—		1,251		1,251			—		481		481			—		380		380
Selling, general and administrative/Operations and marketing expenses (a) (b)			12,838		474		13,312			12,557		469		13,026			11,745		434		12,179
Depreciation and amortization			1,808		17		1,826			1,643		16		1,659			1,481		15		1,496

Earnings before interest expense and income taxes			4,081		322		4,402			4,342		930		5,272			4,286		783		5,069
Interest expense on nonrecourse debt collateralized by credit card receivables			—		167		167			—		133		133			—		98		98

Segment profit		$	4,081	$	155	$	4,236		$	4,342	$	797	$	5,139		$	4,286	$	685	$	4,971
Unallocated (income)/expense:
	Other interest expense						727							535							499
	Interest income						(28	)						(21	)						(25	)

Earnings before income taxes						$	3,536						$	4,625						$	4,497

(a): The combination of bad debt expense and operations and marketing expenses within the Credit Card Segment represent credit card expenses on the Consolidated Statement 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 $117 million in 2008, $114 million in 2007 and $109 million in 2006 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	2008						2007


(millions)	Retail		Credit Card		Total		Retail		Credit Card		Total

Total assets	$	35,651	$	8,455	$	44,106	$	36,306	$	8,254	$	44,560

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 2008 and 2007:

Quarterly Results (millions, except per share data)		First Quarter				Second Quarter				Third Quarter				Fourth Quarter				Total Year


Quarterly Results (millions, except per share data)		2008		2007		2008		2007		2008		2007		2008		2007		2008		2007

Total revenues		$	14,802	$	14,041	$	15,472	$	14,620	$	15,114	$	14,835	$	19,560	$	19,872	$	64,948	$	63,367
Earnings before income taxes			957		1,064		1,003		1,113		633		781		943		1,665		3,536		4,625
Net earnings			602		651		634		686		369		483		609		1,028		2,214		2,849
Basic earnings per share (a)			0.75		0.76		0.82		0.81		0.49		0.57		0.81		1.24		2.87		3.37
Diluted earnings per share (a)			0.74		0.75		0.82		0.80		0.49		0.56		0.81		1.23		2.86		3.33
Dividends declared per share			0.14		0.12		0.16		0.14		0.16		0.14		0.16		0.14		0.62		0.54
Closing common stock price
	High		54.89		64.32		55.10		70.14		57.89		67.57		41.35		60.13		57.89		70.14
	Low		48.50		58.58		43.68		57.31		32.69		58.11		26.96		48.08		26.96		48.08

(a): 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.

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

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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 2008 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

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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 13, 2009. 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 13, 2009, 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 13, 2009, is incorporated herein by reference.

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

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 13, 2009, 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 13, 2009, 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 13, 2009, is incorporated herein by reference.

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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 31, 2009, February 2, 2008, and February 3, 2007
	Consolidated Statements of Financial Position at January 31, 2009 and February 2, 2008
	Consolidated Statements of Cash Flows for the Years Ended January 31, 2009, February 2, 2008, and February 3, 2007
	Consolidated Statements of Shareholders' Investment for the Years Ended January 31, 2009, February 2, 2008, and February 3, 2007
	Notes to Consolidated Financial Statements
	Report of Independent Registered Public Accounting Firm on Consolidated Financial Statements

Financial Statement Schedules

For the Years Ended January 31, 2009, February 2, 2008, and February 3, 2007:

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 November 11, 1998) (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 November 12, 2008)
E	*	Target Corporation SPP I (2009 Plan Statement)
F	*	Target Corporation SPP II (2009 Plan Statement)
G	*	Target Corporation SPP III (2009 Plan Statement)
H	*	Target Corporation Officer Deferred Compensation Plan
I	*	Target Corporation Officer EDCP (2009 Plan Statement)
J	*	Amended and Restated Deferred Compensation Plan Directors (8)
K	*	Target Corporation DDCP (2009 Plan Statement)
L	*	Target Corporation Officer Income Continuance Policy Statement (as amended and restated November 12, 2008)
M	*	Executive Excess Long Term Disability Plan (9)
N	*	Director Retirement Program (10)

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O	*	Target Corporation Deferred Compensation Trust Agreement (as amended and restated effective January 1, 2009)
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 (11)
Q	‡	Note Purchase Agreement dated May 5, 2008 among Target Corporation, Target Receivables Corporation, BOTAC, Inc. and Chase Bank USA, National Association (12)
R		Indenture dated as of May 19, 2008 between Target Credit Card Owner Trust 2008-1 and Wells Fargo Bank, National Association (13)
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 (14)
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) (15)
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) (16)
(12)		Statements re: Computations of Ratios
(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

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)(ii) to Target's Form 10-Q Report for the quarter ended October 31, 1998.
(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)I to Target's Form 10-K Report for the year ended February 3, 2007.
(9): Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended February 3, 2001.
(10): Incorporated by reference to Exhibit (10)O to Target's Form 10-K Report for the year ended January 29, 2005.
(11): Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended May 5, 2007.
(12): Incorporated by reference to Exhibit (10)A to Target's Form 10-Q Report for the quarter ended August 2, 2008.
(13): Incorporated by reference to Exhibit (10)B to Target's Form 10-Q Report for the quarter ended August 2, 2008.
(14): Incorporated by reference to Exhibit (10)C to Target's Form 10-Q Report for the quarter ended August 2, 2008.
(15): Incorporated by reference to Exhibit (10)D to Target's Form 10-Q Report for the quarter ended August 2, 2008.
(16): Incorporated by reference to Exhibit (10)E to Target's Form 10-Q Report for the quarter ended August 2, 2008.

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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 13, 2009		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 13, 2009				Gregg W. Steinhafel Chairman of the Board, Chief Executive Officer and President


Dated: March 13, 2009				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	GEORGE W. TAMKE
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 13, 2009		Douglas A. Scovanner Attorney-in-fact

Table of Contents

TARGET CORPORATION

Schedule II—Valuation and Qualifying Accounts

Fiscal Years 2008, 2007 and 2006

(millions)


Column A		Column B		Column C		Column D			Column E

Description		Balance at Beginning of Period		Additions Charged to Cost, Expenses, Revenues		Deductions			Balance at End of Period

Allowance for doubtful accounts:
	2008	$	570		1,251		(811	)	$	1,010
	2007	$	517		481		(428	)	$	570
	2006	$	451		380		(314	)	$	517

Sales returns reserves:
	2008	$	29		1,088		(1,088	)	$	29
	2007	$	31		1,103		(1,105	)	$	29
	2006	$	11		1,123		(1,103	)	$	31

Table of Contents

Exhibit Index

	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 November 11, 1998)	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 November 12, 2008)	Filed Electronically
(10)E	Target Corporation SPP I (2009 Plan Statement)	Filed Electronically
(10)F	Target Corporation SPP II (2009 Plan Statement)	Filed Electronically
(10)G	Target Corporation SPP III (2009 Plan Statement)	Filed Electronically
(10)H	Target Corporation Officer Deferred Compensation Plan	Filed Electronically
(10)I	Target Corporation Officer EDCP (2009 Plan Statement)	Filed Electronically
(10)J	Amended and Restated Deferred Compensation Plan Directors	Incorporated by Reference
(10)K	Target Corporation DDCP (2009 Plan Statement)	Filed Electronically
(10)L	Target Corporation Officer Income Continuance Policy Statement (as amended and restated November 12, 2008)	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)	Filed Electronically
(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 re: Computations of Ratios	Filed Electronically
(21)	List of Subsidiaries	Filed Electronically
(23)	Consent of Independent Registered Public Accounting Firm	Filed Electronically
(24)	Powers of Attorney	Filed Electronically

Table of Contents


(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
(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

Exhibit 10(D)

TARGET CORPORATION

LONG-TERM INCENTIVE PLAN

(As amended and restated on November 12, 2008)

ARTICLE I

ESTABLISHMENT OF THE PLAN

1.1 PLAN NAME. This plan is known as the “Target Corporation Long-Term Incentive Plan” (hereinafter called the “Plan”).

1.2 PURPOSE. The purpose of the Plan is to advance the performance and long-term growth of the Company by offering long-term incentives to directors and employees of the Company and its Subsidiaries and such other Participants who the Plan Committee determines will contribute to such performance and growth inuring to the benefit of the shareholders of the Company. This Plan is also intended to facilitate recruiting and retaining personnel of outstanding ability.

ARTICLE II

DEFINITIONS

2.1 AWARD. An “Award” is a grant of Stock Options, Stock Appreciation Rights, Dividend Equivalents, Performance Awards, Restricted Stock or Restricted Stock Units under the Plan.

2.2 BOARD. The “Board” is the Board of Directors of the Company.

2.3 CASH PROCEEDS. “Cash Proceeds” means the cash actually received by the Company for the purchase price payable upon exercise of a Stock Option plus the maximum tax benefit that could be realized by the Company as a result of the exercise of such Stock Options, which tax benefit shall be determined by multiplying (a) the amount that is deductible as a result of any such Stock Option exercise (currently equal to the amount upon which the Participant’s tax withholding obligation is calculated), times (b) the maximum federal corporate income tax rate for the year of exercise. To the extent a Participant pays the exercise price and/or withholding taxes with shares, Cash Proceeds shall not be calculated with respect to the amounts so paid.

2.4 CHANGE IN CONTROL. A “Change in Control” shall be deemed to have occurred if:

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

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

(ii) 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

(b) 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 Section 2.4(c) apply, or

(c) 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

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

For purposes of this Section 2.4, “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of the Company.

2.5 CODE. The “Code” is the Internal Revenue Code of 1986, as amended, and rules and regulations thereunder, as now in force or as hereafter amended.

2.6 COMPANY. The “Company” is Target Corporation, a Minnesota corporation, and any successor thereof.

2.7 COMMON STOCK. “Common Stock” is the common stock, $.0833 par value per share (as such par value may be adjusted from time to time) of the Company.

2.8 DATE OF GRANT. The “Date of Grant” of an Award is the date designated in the resolution by the Plan Committee as the date of an Award, which shall not be earlier than the date of the resolution and action thereon by the Plan Committee. In the absence of a designated date or a fixed method of computing such date being specifically set forth in the Plan Committee’s resolution, then the Date of Grant shall be the date of the Plan Committee’s resolution or action.

2.9 DIVIDEND EQUIVALENT. A “Dividend Equivalent” is a right to receive an amount equal to the regular cash dividend paid on one share of Common Stock. Dividend Equivalents may only be granted in connection with the grant of an Award that is based on but does not consist of shares of Common Stock (whether or not restricted). The number of Dividend Equivalents so granted shall not exceed the number of related stock-based rights. (For example, the number of Dividend Equivalents granted in connection with a grant of Stock Appreciation Rights may equal the number of such Stock Appreciation Rights, even though the number of shares actually paid upon exercise of those Stock Appreciation Rights necessarily will be less than the number of Stock Appreciation Rights and Dividend Equivalents granted.) Dividend Equivalents shall be subject to such terms and conditions as may be established by the Plan Committee, but they shall expire no later than the date on which their related stock-based rights are either exercised, expire or are forfeited (whichever occurs first). The amounts payable due to a grant of Dividend Equivalents may be paid in cash, either currently or deferred, or converted into shares of Common Stock, as determined by the Plan Committee.

2.10 EXCHANGE ACT. The “Exchange Act” is the Securities Exchange Act of 1934, as amended, and rules and regulations thereunder, as now in force or as hereafter amended.

2.11 FAIR MARKET VALUE.

(a) Solely for purposes of determining the exercise price of a Stock Option or Stock Appreciation Right, “Fair Market Value” of a share of Common Stock on any date is the Volume Weighted Average Price for such stock as reported for such stock by Bloomberg L.P. on such date, or in the absence of such report the Volume Weighted Average Price for such stock as reported for such stock by the New York Stock Exchange on such date or, if no sale has been recorded by Bloomberg L.P. or the New York Stock

Exchange on such date, then on the last preceding date on which any such sale shall have been made in the order of primacy indicated above.

(b) For all other purposes of the Plan, “Fair Market Value” of a share of Common Stock shall be the amount determined by the Company using such criteria as it shall determine, in its sole discretion, to be appropriate for valuation.

2.12 INCENTIVE STOCK OPTIONS. An “Incentive Stock Option” is a Stock Option that is intended to qualify as an “incentive stock option” under Section 422 of the Code.

2.13 NON-QUALIFIED OPTIONS. A “Non-Qualified Option” is a Stock Option that is not intended to qualify as an “incentive stock option” under Section 422 of the Code.

2.14 PARTICIPANT. A “Participant” is a person who has been designated as such by the Plan Committee and granted an Award under this Plan pursuant to Article III hereof.

2.15 PERFORMANCE GOALS. “Performance Goals” are the performance conditions, if any, established pursuant to Section 4.1 hereof by the Plan Committee in connection with an Award.

2.16 PERFORMANCE PERIOD. The “Performance Period” with respect to a Performance Award is a period of not less than one calendar year or one fiscal year of the Company, beginning not earlier than the year in which such Performance Award is granted, which may be referred to herein and by the Plan Committee by use of the calendar or fiscal year in which a particular Performance Period commences.

2.17 PERFORMANCE AWARD. A “Performance Award” is any of: a number of shares of Common Stock subject to Performance Goals (“Performance Shares”), a right to receive a number of shares of Common Stock subject to Performance Goals (“Performance Share Units”), or a cash amount subject to Performance Goals (“Performance Units”), determined (in all cases) in accordance with Article IV of this Plan based on the extent to which the applicable Performance Goals are achieved. A Performance Award shall be of no value to a Participant unless and until earned in accordance with Article IV hereof.

2.18 PLAN COMMITTEE. The “Plan Committee” is the committee described in Section 8.1 hereof.

2.19 PLAN YEAR. The “Plan Year” shall be a fiscal year of the Company falling within the term of this Plan.

2.20 RESTRICTED STOCK. “Restricted Stock” is Common Stock granted subject to terms and conditions, including a risk of forfeiture, established by the Plan Committee pursuant to Article VI of this Plan.

2.21 RESTRICTED STOCK UNIT. A “Restricted Stock Unit” is a right to receive one share of Common Stock at a future date that has been granted subject to terms and conditions, including a risk of forfeiture, established by the Plan Committee pursuant to Article VI of this Plan.

2.22 STOCK APPRECIATION RIGHT. A “Stock Appreciation Right” is a right to receive, upon exercise of that right, an amount, which may be paid in cash, shares of Common Stock or a combination thereof in the discretion of the Plan Committee, equal to the difference between the Fair Market Value of one share of Common Stock as of the date of exercise and the exercise price for that right as determined by the Plan Committee on or before the Date of Grant. Stock Appreciation Rights may be granted in tandem with Stock Options or other Awards or may be freestanding.

2.23 STOCK OPTION. A “Stock Option” is a right to purchase from the Company at any time not more than ten years following the Date of Grant, one share of Common Stock for an exercise price not less than the Fair Market Value of a share of Common Stock on the Date of Grant, subject to such terms and conditions established pursuant to Article V hereof. Stock Options may be either Non-Qualified Options or Incentive Stock Options.

2.24 SUBSIDIARY CORPORATION. The terms “Subsidiary” or “Subsidiary Corporation” mean any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company, in which each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent or more of the total combined voting power of all classes of stock in one of the other corporations in such chain as determined at the point in time when reference is made to such “Subsidiary” or “Subsidiary Corporation” in this Plan.

ARTICLE III

GRANTING OF AWARDS TO PARTICIPANTS

3.1 ELIGIBLE PARTICIPANTS. Awards may be granted by the Plan Committee to any employee of the Company or a Subsidiary Corporation, including any employee who is also a director of the Company or a Subsidiary Corporation. Awards other than grants of Incentive Stock Options may also be granted to (a) a director of the Company who is not an employee of the Company or a Subsidiary Corporation and (b) any individual or entity, other than an employee, who provides services to the Company or a Subsidiary Corporation in the capacity of an advisor or consultant. References in this Plan to “employment” and similar terms (except “employee”) shall include the providing of services in the capacity of a director, advisor or consultant, and references to termination of employment shall mean termination of the relationship (employee, director, advisor or consultant) under which the Award was granted, even if the person

continues in another relationship. A person who has been engaged by the Company for employment shall be eligible for Awards other than Incentive Stock Options, provided such person actually reports for and commences such employment within 90 days after the Date of Grant. Incentive Stock Options may be granted only to individuals who are employees on the Date of Grant.

3.2 DESIGNATION OF PARTICIPANTS. At any time and from time to time during the Plan Year, the Plan Committee may designate the employees of the Company and its Subsidiaries and other Participants eligible for Awards.

3.3 ALLOCATION OF AWARDS. Contemporaneously with the designation of a Participant pursuant to Section 3.2 hereof, the Plan Committee shall determine the size, type and Date of Grant for each Award, taking into consideration such factors as it deems relevant, which may include the following:

(a) the total number of shares of Common Stock available for Awards under the Plan;

(b) the work assignment or the position of the Participant and its sensitivity and/or impact in relationship to the profitability and growth of the Company and its Subsidiaries; and

The Plan Committee may grant a Participant only one type of Award or it may grant any combination of Awards in whatever relationship one to the other, if any, as the Plan Committee in its discretion so determines.

3.4 NOTIFICATION TO PARTICIPANTS AND DELIVERY OF DOCUMENTS. As soon as practicable after such determinations have been made, each Participant shall be notified of (a) his/her designation as a Participant, (b) the Date of Grant, (c) the number and type of Awards granted to the Participant, (d) in the case of Performance Awards, the Performance Period and Performance Goals, and (e) in the case of Restricted Stock or Restricted Stock Units, the Restriction Period. The Participant shall thereafter be supplied with written evidence of any such Awards.

ARTICLE IV

PERFORMANCE AWARDS

4.1 ESTABLISHMENT OF PERFORMANCE GOALS. Performance Goals applicable to a Performance Award shall be established by the Plan Committee in its absolute discretion on or before the Date of Grant and not more than a reasonable period of time after the beginning of the relevant Performance Period. Such Performance Goals may include or be based upon any of the following criteria: pretax operating contribution; economic value added; consolidated profits of the Company expressed as a percent; earnings per share; return on capital; return on investment; return on shareholders’ equity;

revenue; working capital; pre-tax segment profit; sales volume; return on sales; comparable store sales; earnings before interest and taxes; earnings before interest, taxes, depreciation and amortization; return on assets; cash flow; gross margin rate; expense rate; market price; and total shareholder return. Performance Goals may be absolute in their terms or be measured against or in relationship to other companies comparably, similarly or otherwise situated. The Plan Committee, in its sole discretion, may modify the Performance Goals if it determines that circumstances have changed and modification is required to reflect the original intent of the Performance Goals; provided, however, that no such change or modification may be made to the extent it increases the amount of compensation payable to any Participant who is a “covered employee” within the meaning of Code Section 162(m). The Plan Committee may in its discretion classify Participants into as many groups as it determines, and as to any Participant relate his/her Performance Goals partially, or entirely, to the measured performance, either absolutely or relatively, of an identified Subsidiary, operating company or test strategy or new venture of the Company.

4.2 LEVELS OF PERFORMANCE REQUIRED TO EARN PERFORMANCE AWARDS. At or about the same time that Performance Goals are established for a specific period, the Plan Committee shall in its absolute discretion establish the percentage of the Performance Awards granted for such Performance Period which shall be earned by the Participant for various levels of performance measured in relation to achievement of Performance Goals for such Performance Period.

4.3 OTHER RESTRICTIONS. The Plan Committee shall determine the terms and conditions applicable to any Performance Award, which may include restrictions on the delivery of Common Stock payable in connection with the Performance Award and restrictions that could result in the future forfeiture of all or part of any Common Stock earned. The Plan Committee may provide that shares of Common Stock issued in connection with a Performance Award be held in escrow and/or legended.

4.4 NOTIFICATION TO PARTICIPANTS. Promptly after the Plan Committee has established or modified the Performance Goals with respect to a Performance Award, the Participant shall be provided with written notice of the Performance Goals so established or modified.

4.5 MEASUREMENT OF PERFORMANCE AGAINST PERFORMANCE GOALS. The Plan Committee shall, as soon as practicable after the close of a Performance Period, determine:

(a) the extent to which the Performance Goals for such Performance Period have been achieved; and

(b) the percentage of the Performance Awards earned as a result.

Notwithstanding the foregoing, if and to the extent the applicable Performance Award agreement permits, the Plan Committee may, in its sole discretion, reduce the percentage

of any Performance Award otherwise determined for a Performance Period, and such reduced percentage shall be the amount earned by the Participant. All determinations of the Plan Committee shall be absolute and final as to the facts and conclusions therein made and be binding on all parties. Promptly after the Plan Committee has made the foregoing determination, each Participant who has earned Performance Awards shall be notified, in writing thereof. For all purposes of this Plan, notice shall be deemed to have been given the date action is taken by the Plan Committee making the determination. Participants may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of all or any portion of their Performance Awards during the Performance Period, except that Performance Awards may be transferable by assignment by a Participant to the extent provided in the applicable Performance Award agreement.

4.6 TREATMENT OF PERFORMANCE AWARDS EARNED. Upon the Plan Committee’s determination that a percentage of any Performance Awards have been earned for a Performance Period, Participants to whom such earned Performance Awards have been granted and who have been (or were) in the employ of the Company or a Subsidiary thereof continuously from the Date of Grant, subject to the exceptions set forth at Section 4.9 and Section 4.10 hereof, shall be entitled, subject to the other conditions of this Plan, to payment in accordance with the terms and conditions of their Performance Awards. Such terms and conditions may permit or require that any applicable tax withholding be deducted from the amount payable. Performance Awards shall under no circumstances become earned or have any value whatsoever for any Participant who is not in the employ of the Company or its Subsidiaries continuously during the entire Performance Period for which such Performance Award was granted, except as provided at Section 4.9 or Section 4.10 hereof.

4.7 DISTRIBUTION. Distributions payable pursuant to Section 4.6 above shall be made as soon as practicable after the Plan Committee determines the Performance Awards have been earned unless the provisions of Section 4.8 hereof are applicable to a Participant.

4.8 DEFERRAL OF RECEIPT OF PERFORMANCE AWARD DISTRIBUTIONS. With the consent of the Plan Committee, a Participant who has been granted a Performance Award may by compliance with the then applicable procedures under the Plan irrevocably elect in writing to defer receipt of all or any part of any distribution associated with that Performance Award. The terms and conditions of any such deferral, including but not limited to, the period of time for, and form of, election; the manner and method of payout; the plan and form in which the deferred amount shall be held; the interest equivalent or other payment that shall accrue pending its payout; and the use and form of Dividend Equivalents in respect of stock-based units resulting from such deferral, shall be as determined by the Plan Committee. The Plan Committee may, at any time and from time to time, but prospectively only, amend, modify, change, suspend or cancel any and all of the rights, procedures, mechanics and timing parameters relating to such deferrals. An election made prior to December 31, 2008 to defer receipt of any distribution associated with a Performance Award relating to Performance Periods ending after December 31, 2004 is subject to the provisions of Appendix A.

4.9 NON-DISQUALIFYING TERMINATION OF EMPLOYMENT. Except for Section 4.10 hereof, the only exceptions to the requirement of continuous employment during a Performance Period for Performance Award distribution are termination of a Participant’s employment by reason of death (in which event the Performance Award may be transferable by will or the laws of descent and distribution only to such Participant’s beneficiary designated to receive the Performance Award or to the Participant’s applicable legal representatives, heirs or legatees), total and permanent disability, with the consent of the Plan Committee, normal or late retirement or early retirement, with the consent of the Plan Committee, or transfer of an executive in a spin-off, with the consent of the Plan Committee, occurring during the Performance Period applicable to the subject Performance Award. In such instance a distribution of the Performance Award shall be made at the end of the Performance Period, and the percentage of the total Performance Award that would have been earned during the Performance Period shall be earned and paid out; provided, however, in a spin-off situation the Plan Committee may set additional conditions, such as, without limiting the generality of the foregoing, continuous employment with the spin-off entity. If a Participant’s termination of employment does not meet the criteria set forth above, but the Participant had at least 15 years of employment with the Company or a Subsidiary or any combination thereof, the Plan Committee may allow distribution of the percentage (or a portion thereof) of the total Performance Award that is earned for the Performance Period, subject to any conditions that the Plan Committee shall determine.

4.10 CHANGE IN CONTROL. In the event of a Change in Control, the Performance Period shall be deemed to have ended and a pro rata portion of all outstanding Performance Awards under the Plan shall be deemed to have been earned. Specifically, the pro rata amount earned shall be determined by multiplying 100% of each Performance Award by a fraction, the numerator of which shall be the number of months that have elapsed in the applicable Performance Period prior to the Change in Control and the denominator of which shall be the total number of months in the Performance Period. Distribution of the amount deemed earned shall be made within ten days after the Change in Control or later if so provided in the applicable Award agreement, a related deferral election or, if applicable, Appendix A.

ARTICLE V

STOCK OPTIONS AND

STOCK APPRECIATION RIGHTS

5.1 NON-QUALIFIED OPTION. Non-Qualified Options granted under the Plan are Stock Options that are not intended to be Incentive Stock Options under the provisions of Section 422 of the Code. Non-Qualified Options shall be evidenced by written agreements in such form and not inconsistent with the Plan as the Plan Committee shall in its sole discretion approve from time to time, which agreements shall specify the number of shares to which they pertain and the purchase price of such shares.

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

5.3 OPTION TERMS. Stock Options granted under this Plan shall be subject to the following terms and conditions:

(a) Option Period . Each Stock Option shall expire and all rights to purchase shares thereunder shall cease not more than ten years after its Date of Grant or on such date prior thereto as may be fixed by the Plan Committee, or on such other date as is provided by this Plan in the event of termination of employment, death or reorganization. No Stock Option shall permit the purchase of any shares thereunder during the first year after its Date of Grant, except as provided in Section 5.5 hereof or as otherwise determined by the Plan Committee.

(b) Exercise Price . The purchase price per share payable upon exercise of a Stock Option shall not be less than the Fair Market Value of a share of Common Stock on the Date of Grant of the Stock Option.

(c) Transferability and Termination of Options . During the lifetime of an individual to whom a Stock Option is granted, the Stock Option may be exercised only by such individual and only while such individual is an employee of the Company or a Subsidiary and only if the Participant has been continuously so employed by any one or combination thereof since the Date of Grant of the Stock Option, provided, however, that if the employment of such Participant by the Company or a Subsidiary Corporation terminates, the Stock Option may additionally be exercised as follows, or in any other manner provided by the Plan Committee, but in no event later than ten years after the Date of Grant of the Stock Option, except as set forth in (ii) and (v) below:

(i) If a Participant’s termination of employment occurs by reason of normal or late retirement under any retirement plan of the Company or its Subsidiaries, such Participant’s Stock Options may be exercised within five years after the date of such termination of employment. If a Participant’s termination of employment occurs by reason of early retirement under any retirement plan of the Company or its Subsidiaries, or by reason of the transfer of a Participant in a spin-off, or by reason of total and permanent disability, as determined by the Plan Committee, without retirement, then such Participant’s Stock Options shall be exercisable for a period of up to five years after the date of such termination of employment if the Plan Committee consents to such an extension. During the extension period, the right to exercise Stock Options, if any, accruing in installments, shall continue unless the Plan Committee provides otherwise; provided, however, that if the Stock Options are Incentive Stock Options all installments shall be immediately exercisable; and provided further, that the Plan Committee may set additional conditions, such as, without limiting the generality of the foregoing, an agreement to not provide services to a competitor of the Company and its Subsidiaries and/or continuous employment with a spin-off entity.

(ii) If a Participant’s termination of employment occurs by reason of death, then such Participant’s outstanding Stock Options shall all become immediately exercisable and may be exercised within five years after the date of death or the life of the option, whichever is less, but in the case of Non-Qualified Options in no event less than one year after the date of death, unless the Plan Committee provides otherwise.

(iii) If a Participant’s termination of employment occurs for any reason other than as specified in Section 5.3(c)(i) or (ii) hereof, the Participant has been employed by the Company or a Subsidiary or any combination for more than 15 years, and if the Plan Committee so approves, then such Participant’s Stock Options may be exercised within a period of up to five years after the date of termination of employment. During the extension period, the right to exercise options, if any, accruing in installments shall continue unless the Plan Committee provides otherwise; provided, however, the Plan Committee may set additional conditions.

(iv) If a Participant’s termination of employment occurs for any reason other than as specified in Section 5.3(c)(i) or (ii) hereof and the Plan Committee has not approved an extension, then, except as provided below and only with respect to installments that have as

of the date of termination already accrued, such Participant’s Stock Options may be exercised within ninety days after the date of such termination of employment except in the case of Participants who would at the time be subject to the provisions of Section 16(b) of the Exchange Act, in which instance the period of exercise shall be two hundred ten days after termination. Notwithstanding the foregoing, those Participants whose employment is terminated because of deliberate and serious disloyal or dishonest conduct in the course of employment that justifies and results in prompt discharge for specific cause under the established policies and practices of the Company as interpreted by the Plan Committee shall have no additional period after termination of employment in which to exercise their options. Examples of such deliberate and serious disloyal or dishonest conduct would include material unlawful conduct, material and conscious falsification or unauthorized disclosure of important records, 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 Company or its interests.

(v) Rights accruing to a Participant under Sections 5.3(c)(i), 5.3(c)(iii) and 5.3(c)(iv) may, upon the death of a Participant subsequent to his/her termination of employment, be exercised by his/her duly designated beneficiary or otherwise by his/her applicable legal representatives, heirs or legatees to the extent vested in and unexercised or perfected by the Participant at the date of his/her death. In the case of Non-Qualified Options, the period for such exercise shall not expire less than one year after the date of the Participant’s death, unless the Plan Committee provides otherwise.

(vi) Absence on a leave of absence approved by the Plan Committee shall not be deemed a termination or interruption of continuous employment for the purposes of the Plan.

No Stock Option shall be assignable or transferable by the individual to whom it is granted, except that it may be transferable (X) by assignment by the Participant to the extent provided in the applicable option agreement (or as subsequently allowed by the Plan Committee), or (Y) by will or the laws of descent and distribution in accordance with the provisions of this Plan. Upon the death of the Participant an option may only be exercised by such individual’s beneficiary designated to exercise the option or otherwise by his/her applicable legal representatives, heirs or legatees, and only within the specific time period set forth above and only to the extent vested in and unexercised by the Participant at the date of his/her death, except as provided in Section 5.3(c)(ii).

In no event, whether by the Participant directly or by his/her proper assignee or beneficiary or other representative, shall any option be exercisable at any time after its expiration date as stated in the option agreement, except as provided in Section 5.3(c)(ii) and (v). When an option is no longer exercisable it shall be deemed for all purposes and without further act to have lapsed and terminated. The Plan Committee may, in its sole discretion, determine solely for the purposes of the Plan that a Participant is permanently and totally disabled, and the acts and decisions of the Plan Committee made in good faith in relation to any such determination shall be conclusive upon all persons and interests affected thereby.

(d) Exercise of Options . An individual entitled to exercise Stock Options may, subject to their terms and conditions and the terms and conditions of the Plan, exercise them in whole or in part by delivery of written notice of exercise to the Company at its principal office or such other manner as the Company may direct, specifying the number of whole shares of Common Stock with respect to which the Stock Options are being exercised. Before shares may be issued, payment must be made in full, in legal United States tender, in the amount of the purchase price of the shares to be purchased at the time and any amounts for withholding as provided in Section 10.8 hereof; provided, however, in lieu of paying for the exercise price in cash as described above, the individual may pay (subject to such conditions and procedures as the Plan Committee may establish) all or part of such exercise price by tendering (either actually or by attestation) owned and unencumbered shares of Common Stock acceptable to the Plan Committee and having a Fair Market Value on the date of exercise of the Stock Options equal to or less than the exercise price of the Stock Options exercised, with cash, as set forth above, for the remainder, if any, of the purchase price; provided, further, that the Plan Committee may permit a Participant to elect to pay the exercise price by authorizing a third party to sell shares of Common Stock (or a sufficient portion of the shares) acquired upon exercise of the Stock Options and remit to the Company a sufficient portion of the sale proceeds to pay the entire exercise price and any tax withholding resulting from such exercise. Subject to rules established by the Plan Committee, the withholdings required by Section 10.8 hereof may be satisfied by the Company withholding shares of Common Stock issued on exercise that have a Fair Market Value on the date of exercise of the Stock Options equal to or less than the withholding required by Section 10.8 hereof.

(e) Repricing Prohibited . Subject to Sections 5.5, 7.3 and 10.7, outstanding Stock Options granted under this Plan shall not be repriced.

5.4 STOCK APPRECIATION RIGHTS. Stock Appreciation Rights may be granted to Participants either alone (“freestanding”) or in tandem with other Awards, including Performance Awards, Stock Options and Restricted Stock. Stock Appreciation Rights granted in tandem with Incentive Stock Options must be granted at the same time as the Incentive Stock Options are granted. Stock Appreciation Rights granted in tandem with any other Award may be granted at any time prior to the earlier of the exercise or expiration of such Award. Stock Appreciation Rights granted in tandem with Stock Options shall terminate and no longer be exercisable upon the termination or exercise of the related Stock Options. The Plan Committee shall establish the terms and conditions applicable to any Stock Appreciation Rights, which terms and conditions need not be uniform but may not be inconsistent with the terms of the Plan. Freestanding Stock Appreciation Rights shall generally be subject to terms and conditions substantially similar to those described in Section 5.3 for Stock Options, including the requirements of 5.3(a), (b) and (e) regarding the maximum period, minimum price and prohibition on repricing.

5.5 CHANGE IN CONTROL. In the event of a Change in Control:

(a) If the Company is the surviving entity and any adjustments necessary to preserve the value of the Participant’s outstanding Stock Options and Stock Appreciation Rights have been made, or the Company’s successor at the time of the Change in Control irrevocably assumes the Company’s obligations under this Plan or replaces the Participant’s outstanding Stock Options and Stock Appreciation Rights with stock options and stock appreciation rights having substantially the same value and having terms and conditions no less favorable to the Participant than those applicable to the Participant’s Stock Options and Stock Appreciation Rights immediately prior to the Change in Control (collectively, an “Equitable Assumption or Replacement”), then such Awards or their replacement awards shall become immediately exercisable in full only if within two years after the Change in Control the Participant’s employment:

(i) is terminated without “Cause”, which for purposes of this Section 5.5 shall mean (x) willful and continued failure to substantially perform the Participant’s duties (other than failure resulting from incapacity due to physical or mental illness) after receipt of a written demand for such performance specifically identifying such failure, or (y) the willful engaging by the Participant in illegal conduct or gross misconduct that is materially and demonstrably injurious to the Company or its successor;

(ii) terminates with “Good Reason”, which for purposes of this Section 5.5 shall mean any material diminution of the Participant’s position, authority, duties or responsibilities (including the assignment of duties materially inconsistent with the Participant’s position or a material increase in the time Participant is required by the Company or its successor to travel), any reduction in salary or in the Participant’s aggregate bonus and incentive opportunities, any material reduction in the aggregate value of the Participant’s employee benefits (including

retirement, welfare and fringe benefits), or relocation to a principal work site that is more than 40 miles from the Participant’s principal work site immediately prior to the Change in Control; or

(iii) terminates under circumstances that entitle the Participant to accelerated exercisability under any individual employment agreement between the Participant and the Company, a Subsidiary, or any successor thereof.

(b) If there is no Equitable Assumption or Replacement, then without any action by the Plan Committee or the Board, each outstanding Stock Option and Stock Appreciation Right granted under the Plan that has not been previously exercised or otherwise lapsed and terminated shall become immediately exercisable in full; provided, however, that the Plan Committee, in its sole discretion, and without the consent of any Participant affected thereby, may determine that a cash payment shall be made promptly following the Change in Control in lieu of all or any portion of the outstanding Stock Options and Stock Appreciation Rights granted under this Plan. The amount payable with respect to each share of Common Stock subject to an affected Stock Option and each affected Stock Appreciation Right shall equal the excess of the Fair Market Value of a share of Common Stock immediately prior to such Change in Control over the exercise price of such Stock Option or Stock Appreciation Right. After such a determination by the Plan Committee, each Stock Option and Stock Appreciation Right, with respect to which a cash payment is to be made shall terminate, and the Participant shall have no further rights thereunder except the right to receive such cash payment.

ARTICLE VI

RESTRICTED STOCK AND RESTRICTED STOCK UNITS

6.1 RESTRICTION PERIOD. At the time an Award of Restricted Stock or Restricted Stock Units is made, the Plan Committee shall establish the terms and conditions applicable to such Award, including the period of time (the “Restriction Period”) during which certain restrictions established by the Plan Committee shall apply to the Award. The Restriction Period shall not be less than three years, provided, however, that for Awards to non-employee directors of the Company, the terms of the Award may allow for the ratable release of the restrictions over a minimum period of one year. Each such Award, and designated portions of the same Award, may have a different Restriction Period, at the discretion of the Plan Committee. Except as permitted or pursuant to Sections 6.4, 6.5 or 10.7 hereof, the Restriction Period applicable to a particular Award shall not be changed.

6.2 RESTRICTED STOCK TERMS AND CONDITIONS. Restricted Stock shall be represented by a stock certificate registered in the name of the Participant granted

such Restricted Stock. Such Participant shall have the right to enjoy all shareholder rights during the Restriction Period except that:

(a) The Participant shall not be entitled to delivery of the stock certificate until the Restriction Period shall have expired.

(b) The Company may either issue shares subject to such restrictive legends and/or stop-transfer instructions as it deems appropriate or provide for retention of custody of the Common Stock during the Restriction Period.

(c) The Participant may not sell, transfer, pledge, exchange, hypothecate or otherwise dispose of the Common Stock during the Restriction Period, except that it may be transferable by assignment by the Participant to the extent provided in the applicable Restricted Stock Award agreement.

(d) A breach of the terms and conditions established by the Plan Committee with respect to the Restricted Stock shall cause a forfeiture of the Restricted Stock, and any dividends withheld thereon.

(e) Dividends payable in cash or in shares of stock or otherwise may be either currently paid or withheld by the Company for the Participant’s account. At the discretion of the Plan Committee, interest may be paid on the amount of cash dividends withheld, including cash dividends on stock dividends, at a rate and subject to such terms as determined by the Plan Committee.

Provided, however, and the provisions of Section 6.4 to the contrary notwithstanding, in lieu of the foregoing, the Plan Committee may provide that no shares of Common Stock be issued until the Restriction Period is over and further provide that the shares of Common Stock issued after the Restriction Period has been completed, be issued in escrow and/or be legended and that the Common Stock be subject to restrictions including the forfeiture of all or a part of the shares.

6.3 PAYMENT FOR RESTRICTED STOCK. A Participant shall not be required to make any payment for Restricted Stock unless the Plan Committee so requires.

6.4 FORFEITURE PROVISIONS. Subject to Section 6.5, in the event a Participant terminates employment during a Restriction Period for the Participant’s Restricted Stock or Restricted Stock Units, such Awards will be forfeited; provided, however, that the Plan Committee may provide for proration or full payout in the event of (a) a termination of employment because of normal or late retirement, (b) with the consent of the Plan Committee, early retirement or spin-off, (c) death, (d) total and

permanent disability, as determined by the Plan Committee, (e) with the consent of the Plan Committee, termination of employment after 15 years of employment with the Company or a Subsidiary or any combination thereof, or (f) in the case of a non-employee director, a departure from the Board following the completion of the director’s term of office, all subject to any other conditions the Plan Committee may determine. Any Restricted Stock Unit that is not, in all cases, due and payable not later than the 15 th day of the third month following the calendar year, or if later, the Company’s fiscal year, in which the Restricted Stock Unit ceases to be subject to a “substantial risk of forfeiture” within the meaning Section 409A of the Code, will be subject to the provisions of Appendix A.

6.5 CHANGE IN CONTROL. In the event of a Change in Control, restrictions on a fraction of each Participant’s outstanding Restricted Stock and Restricted Stock Units granted under the Plan will lapse. The numerator of such fraction with respect to an Award shall be the number of months that have elapsed in the applicable Restriction Period prior to the Change in Control and the denominator shall be the number of months in such Restriction Period. Distribution of any shares not previously distributed shall be made within ten days after the Change in Control or later if so provided in the applicable Award agreement, a related deferral election or if applicable, Appendix A.

6.6 DEFERRAL OF RECEIPT OF RESTRICTED STOCK UNITS. With the consent of the Plan Committee, a Participant who has been granted a Restricted Stock Unit may by compliance with the then applicable procedures under the Plan irrevocably elect in writing to defer receipt of all or any part of any distribution associated with that Award. The terms and conditions of any such deferral, including but not limited to, the period of time for, and form of, election; the manner and method of payout; the plan and form in which the deferred amount shall be held; the interest equivalent or other payment that shall accrue pending its payout; and the use and form of Dividend Equivalents in respect of stock-based units resulting from such deferral, shall be as determined by the Plan Committee. The Plan Committee may, at any time and from time to time, but prospectively only, amend, modify, change, suspend or cancel any and all of the rights, procedures, mechanics and timing parameters relating to such deferrals. An election made prior to December 31, 2008 to defer receipt of any distribution associated with a Restricted Stock Unit relating to a Restriction Period ending after December 31, 2004 is subject to the provisions of Appendix A.

ARTICLE VII

SHARES OF STOCK SUBJECT TO THE PLAN; MAXIMUM AWARDS

7.1 SHARES AVAILABLE. Subject to the other provisions of this Article VII, the total number of shares available for grant as Awards pursuant to the Plan shall not exceed in the aggregate 81,000,000 shares of Common Stock. (This limit includes the 44,000,000 shares that were originally made available under this Plan.) Solely for the purpose of applying the limitation in the preceding sentence and subject to the replenishment and adjustment provisions of Sections 7.2 and 7.3 below:

(a) each Award granted under this Plan prior to May 19, 2004 (the date the Plan was last approved by shareholders) shall reduce the number of shares available for grant by one share for every one share granted;

(b) each Stock Option or Stock Appreciation Right granted under this Plan on or after May 19, 2004 shall reduce the number of shares available for grant by one share for every one share granted;

(c) each Award granted under this Plan on or after May 19, 2004 that may result in the issuance of Common Stock, other than a Stock Option, Stock Appreciation Right, or Dividend Equivalent, shall reduce the number of shares available for grant by two shares for every one share granted;

(d) each Dividend Equivalent that the Corporation has determined may result in the issuance of Common Stock shall reduce the number of shares available for grant by two shares for every share that would be issuable if the accumulated value of the Dividend Equivalent were converted into Common Stock at Fair Market Value, but such reduction shall only occur if the corresponding dividends payable to shareholders were paid in cash; and

(e) if Awards are granted in tandem, so that only one of the Awards may actually be exercised, only the Award that results in the greater reduction in the number of shares available for grant shall result in a reduction of the shares so available, and the other Award shall be disregarded.

Shares available for grant under the Plan may be authorized and unissued shares, treasury shares held by the Company or shares purchased or held by the Company or a Subsidiary for purposes of the Plan, or any combination thereof. Shares issued upon assumption or conversion of outstanding stock-based awards granted by an acquired company shall be disregarded in applying the limitation set forth in this Section 7.1.

7.2 SHARES AGAIN AVAILABLE. In the event all or any portion of an Award is forfeited or cancelled, expires, is settled for cash, or otherwise does not result in the issuance of all or a portion of the shares subject to the Award in connection with the exercise or settlement of such Award, the number of shares not issued that were deducted for such Award pursuant to Section 7.1 above shall be restored and may again be used for Awards under the Plan. If a Participant uses shares of Common Stock to pay a purchase or exercise price or tax withholding, either by having the Company withhold shares or tendering shares (either actually or by attestation), an equal number of such shares shall be restored and may again be used for Awards under the Plan. In addition, shares may be reacquired on the open market by the Company using the Cash Proceeds received by the Company from the exercise on or after May 19, 2004 of Stock Options granted under the Plan to restore an equal number of shares that may again be used for Awards under the Plan; provided, however, that the number of shares so restored does not exceed the

number that could be purchased at Fair Market Value with the Cash Proceeds on the date of exercise of the Stock Option giving rise to such Cash Proceeds.

If one of the events described in the first sentence of the preceding paragraph occurs with respect to an award that was granted under a Prior Plan (as defined in Section 10.11) but was outstanding on May 19, 2004, the total number of shares available for grant under this Plan shall be increased by one share for each share subject to that award that is not issued.

Notwithstanding anything in this Section 7.2 to the contrary and solely for purposes of determining whether shares are available for the issuance of Incentive Stock Options, the maximum aggregate number of shares that may be granted under this Plan shall be determined without regard to any shares restored pursuant to this Section 7.2 that, if taken into account, would cause the Plan to fail the requirement under Code Section 422 that the Plan designate the maximum aggregate number of shares that may be issued.

7.3 RELEVANT CHANGE ADJUSTMENTS. In the event of any equity restructuring (within the meaning of Financial Accounting Standards No. 123 (revised 2004)) other than: (1) any distribution of securities or other property by the Company to shareholders in a spin-off or split-up that does not qualify as a tax-free spin-off or split-up under Section 355 of the Code (or any successor provision of the Code); or (2) any cash dividend (including extraordinary cash dividends), appropriate adjustments in the number of shares available for grant and in any outstanding Awards, including adjustments in the size of the Award and in the exercise price per share of Stock Options and Stock Appreciation Rights, shall be made by the Plan Committee to give effect to such equity restructuring to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. No such adjustment shall be required to reflect the events described in clauses (1) and (2) above, or any other change in capitalization that does not constitute an equity restructuring, however such adjustment may be made: (x) if necessary to comply with Section 409A of the Code, the adjustment qualifies as a substitution or assumption under Treasury Regulation Section 1.424-1; and (y) the Plan Committee affirmatively determines, in its discretion, that such an adjustment is appropriate.

7.4 MAXIMUM PER PARTICIPANT AWARD. During any consecutive thirty-six month period, no Participant may receive Awards that, in the aggregate, could result in that Participant receiving, earning or acquiring, subject to the adjustments described in Section 7.3:

(a) Stock Options and Stock Appreciation Rights for, in the aggregate, more than 4,000,000 shares of Common Stock;

(b) Performance Shares, Restricted Stock and Restricted Stock Units for, in the aggregate, more than 700,000 shares of Common Stock;

(c) A number of Dividend Equivalents greater than the number of shares of Common Stock the Participant could receive, earn or acquire in

connection with the related stock-based Awards granted to the Participant; and

(d) Performance Units with a value exceeding $15,000,000.

In addition, during any consecutive thirty-six month period, no Participant who is a non-employee director may receive Awards that, in the aggregate, could result in that Participant receiving, earning or acquiring, subject to the adjustments described in Section 7.3, more than 75,000 shares of Common Stock. For purposes of applying the limits described in this Section 7.4, if Awards subject to the same limit are granted in tandem, so that only one of the Awards may actually be exercised, only one of the Awards shall be counted.

ARTICLE VIII

ADMINISTRATION

8.1 PLAN COMMITTEE. The Plan will be administered by a committee of two or more members of the Compensation Committee of the Board who are appointed from time to time by the Board and who are outside, independent Board members who, in the judgment of the Board, are qualified to administer the Plan as contemplated by (a) Rule 16b-3 of the Securities and Exchange Act of 1934 (or any successor rule), (b) Section 162(m) of the Code, as amended, and the regulations thereunder (or any successor Section and regulations), and (c) any rules and regulations of a stock exchange on which Common Stock is traded. Any member of the committee administering the Plan who does not satisfy or ceases to satisfy the qualifications set out in the preceding sentence may recuse himself or herself from any vote or other action taken by such committee. The Board may, at any time and in its complete discretion, remove any member of such committee and may fill any vacancy on such committee.

8.2 POWERS. The Plan Committee shall have and exercise all of the powers and responsibilities granted expressly or by implication to it by the provisions of the Plan. Subject to and as limited by such provisions, the Plan Committee may from time to time enact, amend and rescind such rules, regulations and procedures with respect to the administration of the Plan as it deems appropriate or convenient.

8.3 INTERPRETATION. All questions arising under the Plan, any Award agreement, or any rule, regulation or procedure adopted by the Plan Committee shall be determined by the Plan Committee, and its determination thereof shall be conclusive and binding upon all parties.

8.4 COMMITTEE PROCEDURE. Any action required or permitted to be taken by the Plan Committee under the Plan shall require the affirmative vote of a majority of a quorum of the members of the Plan Committee. A majority of all members of the Plan Committee shall constitute a “quorum” for Plan Committee business. The Plan Committee may act by written determination instead of by affirmative vote at a meeting, provided that any written determination shall be signed by all members of the

Plan Committee, and any such written determination shall be as fully effective as a majority vote of a quorum at a meeting.

8.5 DELEGATION. The Plan Committee may delegate all or any part of its authority under the Plan to a subcommittee of directors and/or officers of the Company for purposes of determining and administering Awards granted to persons who are not then subject to the reporting requirements of Section 16 of the Exchange Act.

ARTICLE IX

REDUCTION IN AWARDS

9.1 WHEN APPLICABLE. Anything in this Plan to the contrary notwithstanding, the provisions of this Article IX shall apply to a Participant if an independent auditor selected by the Plan Committee (the “Auditor”) determines that each of (a) and (b) below are applicable.

(a) Payments or distributions hereunder, determined without application of this Article IX, either alone or together with other payments in the nature of compensation to the Participant which are contingent on a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the assets of the Company, or otherwise (but after any elimination or reduction of such payments under the terms of the Company’s Officer Income Continuance Policy Statement, as amended), would result in any portion of the payments hereunder being subject to an excise tax on excess parachute payments imposed under Section 4999 of the Code.

(b) The excise tax imposed on the Participant under Section 4999 of the Code on excess parachute payments, from whatever source, would result in a lesser net aggregate present value of payments and distributions to the Participant (after subtraction of the excise tax) than if payments and distributions to the Participant were reduced to the maximum amount that could be made without incurring the excise tax.

9.2 REDUCED AMOUNT. Under this Article IX the payments and distributions under this Plan shall be reduced (but not below zero) so that the present value of such payments and distributions shall equal the Reduced Amount. The “Reduced Amount” (which may be zero) shall be an amount expressed in present value which maximizes the aggregate present value of payments and distributions under this Plan which can be made without causing any such payment to be subject to the excise tax under Section 4999 of the Code. The determinations and reductions under this Section 9.2 shall be made after eliminations or reductions, if any, have been made under the Company’s Officer Income Continuance Policy Statement, as amended.

9.3 PROCEDURE. If the Auditor determines that this Article IX is applicable to a Participant, it shall so advise the Plan Committee in writing. The Plan Committee shall then promptly give the Participant notice to that effect together with a copy of the detailed calculation supporting such determination which shall include a statement of the Reduced Amount. Such notice shall also include a description of which and how much of the Awards shall be eliminated or reduced (as long as their aggregate present value equals the Reduced Amount). For purposes of this Article IX, Awards shall be reduced in the following order: (1) Stock Options with an exercise price above the then Fair Market Value of a share of Common Stock that have a positive value for purposes of Section 280G of the Code, as determined under applicable IRS guidance; (2) pro rata among Awards that constitute deferred compensation subject to Section 409A of the Code; and (3) if a further reduction is necessary to reach the Reduced Amount, among the Awards that are not subject to Section 409A of the Code. Present value shall be determined in accordance with Section 280G of the Code. All the foregoing determinations made by the Auditor under this Article IX shall be made as promptly as practicable after it is determined that excess parachute payments (as defined in Section 280G of the Code) will be made to the Participant if an elimination or reduction is not made. As promptly as practicable, the Company shall provide to or for the benefit of the Participant such amounts and shares as are then due to the Participant under this Plan and shall promptly provide to or for the benefit of the Participant in the future such amounts and shares as become due to the Participant under this Plan.

9.4 CORRECTIONS. 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 payments or distributions under this Plan will have been made which should not have been made (“Overpayment”) or that additional payments or distributions which will have not been made could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Auditor, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Participant 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 Participant which the Participant shall repay together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Participant if and to the extent such payment would not reduce the amount which is subject to the excise tax under Section 4999 of the Code. In the event that 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 Participant together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

9.5 NON-CASH BENEFITS. In making its determination under this Article IX, 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.

9.6 DETERMINATIONS BINDING. All determinations made by the Auditor under this Article IX shall be binding upon the Company, the Plan Committee and the Participant.

ARTICLE X

GENERAL PROVISIONS

10.1 AMENDMENT OR TERMINATION OF PLAN. The Board may at any time amend, suspend, discontinue or terminate the Plan (including the making of any necessary enabling, conforming and procedural amendments to the Plan to authorize and implement the granting of Incentive Stock Options or other income tax preferred stock options which may be authorized by federal law subsequent to the effective date of this Plan); provided, however, that no amendment by the Board shall, without further approval of the shareholders of the Company, increase the total number of shares of Common Stock which may be made subject to the Plan, except as provided at Section 7.3 hereof, or make any other change for which shareholder approval is required by law or under the applicable rules of the New York Stock Exchange. No action taken pursuant to this Section 10.1 of the Plan shall, without the consent of the Participant, adversely affect any Awards which have been previously granted to a Participant except pursuant to Section 10.5 of the Plan.

10.2 NON-ALIENATION OF RIGHTS AND BENEFITS. Except as expressly provided herein, no right or benefit under the Plan shall be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or charge and any attempt to anticipate, alienate, sell, assign, pledge, encumber or charge the same shall be void. No right or benefit hereunder shall in any manner be liable for or subject to the debts, contracts, liabilities or torts of the person entitled to such right or benefit. If any Participant or beneficiary hereunder should become bankrupt or attempt to anticipate, alienate, sell, assign, pledge, encumber or charge any right or benefit hereunder (other than as expressly provided herein), then such right or benefit shall, in the sole discretion of the Plan Committee, cease and in such event the Company may hold or apply the same or any or no part thereof for the benefit of the Participant or beneficiary, his/her spouse, children or other dependents or any of them in any such manner and in such proportion as the Plan Committee in its sole discretion may deem proper.

10.3 NO RIGHTS AS SHAREHOLDER. The granting of Awards under the Plan shall not entitle a Participant or any other person succeeding to his/her rights, to any dividend, voting or other right as a shareholder of the Company unless and until the issuance of a stock certificate to the Participant or such other person pursuant to the provisions of the Plan and then only subsequent to the date of issuance thereof.

10.4 LIMITATION OF LIABILITY OR OBLIGATION OF THE COMPANY. As illustrative only of the limitations of liability or obligation of the Company and not intended to be exhaustive thereof, nothing in the Plan shall be construed:

(a) to give any employee of the Company any right to be granted any Award other than at the sole discretion of the Plan Committee;

(b) to give any Participant any rights whatsoever with respect to shares of Common Stock except as specifically provided in the Plan;

(c) to limit in any way the right of the Company or any Subsidiary to terminate, change or modify, with or without cause, the employment of any Participant at any time; or

(d) to be evidence of any agreement or understanding, express or implied, that the Company or any Subsidiary will employ any Participant in any particular position at any particular rate of compensation or for any particular period of time.

Payments and other benefits received by a Participant under an Award shall not be deemed part of a Participant’s regular, recurring compensation for purposes of any termination, indemnity or severance pay laws and shall not be included in, nor have any effect on, the determination of benefits under any other employee benefit plan, contract or similar arrangement provided by the Company or any Subsidiary, unless expressly so provided by such other plan, contract or arrangement or the Plan Committee determines that an Award or portion of an Award should be included to reflect competitive compensation practices or to recognize that an Award has been made in lieu of a portion of competitive cash compensation.

10.5 GOVERNMENT REGULATIONS. Notwithstanding any other provisions of the Plan seemingly to the contrary, the obligation of the Company with respect to Awards granted under the Plan shall at all times be subject to any and all applicable laws, rules and regulations and such approvals by any government agencies as may be required or deemed by the Board or Plan Committee as reasonably necessary or appropriate for the protection of the Company.

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

10.6 NON-EXCLUSIVITY OF THE PLAN. Neither the adoption of the Plan by the Board nor the submission of the Plan to shareholders of the Company for approval shall be construed as creating any limitations on the power or authority of the Board to adopt such other or additional incentive or other compensation arrangements of whatever nature as the Board may deem necessary or desirable or preclude or limit the continuation of any other plan, practice or arrangement for the payment of compensation or fringe benefits to employees generally, or to any class or group of employees, which the

Company or any Subsidiary now has lawfully put into effect, including, without limitation, any retirement, pension, savings, profit sharing or stock purchase plan, insurance, death and disability benefits, and executive short term incentive plans.

10.7 REORGANIZATION. In case the Company is merged or consolidated with another corporation, or in case the property or stock of the Company is acquired by another corporation, or in case of a separation, reorganization or liquidation of the Company (for purposes hereof any such occurrence being referred to as an “Event”), the Plan Committee or a comparable committee of any corporation assuming the obligations of the Company hereunder, shall either:

(a) make appropriate provision for the protection of any outstanding stock-based Awards granted thereunder by the substitution on an equitable basis of appropriate stock, stock units, stock options or stock appreciation rights of the Company, or of the merged, consolidated or otherwise reorganized corporation which will be issuable in respect to the Awards. Stock to be issued pursuant to such substitute awards shall be limited so that the excess of the aggregate fair market value of the shares subject to such substitute awards immediately after such substitution over the purchase price thereof (if any) is not more than the excess of the aggregate fair market value of the shares subject to such substitute awards immediately before such substitution over the purchase price thereof (if any); or

(b) upon written notice to the Participant, declare that all Performance Awards granted to the Participant are deemed earned, that the Restriction Period of all Restricted Stock and Restricted Stock Units has been eliminated and that all outstanding Stock Options and Stock Appreciation Rights shall accelerate and become exercisable in full but that all outstanding Stock Options and Stock Appreciation Rights, whether or not exercisable prior to such acceleration, must be exercised within the period of time set forth in such notice or they will terminate. In connection with any declaration pursuant to this Section 10.7(b), the Plan Committee may, but shall not be obligated to, cause a cash payment to be made to each Participant who holds a Stock Option or Stock Appreciation Right that is terminated in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the Event Proceeds Per Share (as hereinafter defined) exceeds the exercise price per share covered by such Stock Option times (y) the number of shares of Common Stock covered by such Stock Option or Stock Appreciation Right. For purposes of this Section 10.7(b), “Event Proceeds Per Share” shall mean the cash plus the fair market value, as determined in good faith by the Plan Committee, of the non-cash consideration to be received per share by the shareholders of the Company upon the occurrence of the Event.

10.8 WITHHOLDING TAXES, ETC. All distributions under the Plan shall be subject to any required withholding taxes and other withholdings and, in case of

distributions in Common Stock, the Participant or other recipient may, as a condition precedent to the delivery of Common Stock, be required to pay to his/her participating employer the excess, if any, of the amount of required withholding over the withholdings, if any, from any distributions in cash under the Plan. All or a portion of such payment may, in the discretion of the Plan Committee and upon the election of the Participant, be made (a) by withholding from shares that would otherwise be delivered to the Participant a number of shares sufficient to satisfy the remaining required tax withholding or (b) by tendering (either actually or by attestation) owned and unencumbered shares of Common Stock acceptable to the Plan Committee and having a Fair Market Value on the date of tender equal to or less than the remaining required tax withholding. No distribution under the Plan shall be made in fractional shares of Common Stock, but the proportional market value thereof shall be paid in cash.

10.9 GENERAL RESTRICTION. Each Award shall be subject to the requirement that, if at any time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such option and/or right upon any securities exchange or under any state or federal law, or the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with the granting of such Award or the issue or purchase of shares respectively thereunder, such Award may not be exercised in whole or in part unless such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board.

10.10 USE OF PROCEEDS. The proceeds derived by the Company from the sale of the stock pursuant to Awards granted under the Plan shall constitute general funds of the Company.

10.11 PRIOR PLANS. Notwithstanding the adoption of this Plan by the Board, the Company’s Executive Long Term Incentive Plan of 1981 and the Director Stock Option Plan of 1995, as the same have been amended from time to time (the “Prior Plans”), shall remain in effect, and all grants and awards heretofore made under the Prior Plans shall be governed by the terms of the Prior Plans. The Plan Committee shall not, however, make any additional grants pursuant to the Prior Plans.

10.12 DURATION OF PLAN. This Plan shall remain in effect until the earliest of the following events occurs: (a) distribution of all shares of Common Stock subject to the Plan, (b) termination of this Plan pursuant to Section 10.1 hereof, or (c) May 19, 2014; provided, however, that Awards made before the termination or expiration of this Plan may be exercised, vested, settled or otherwise effectuated after such date in accordance with the terms of such Awards.

10.13 SEVERABILITY. In the event any provision of this Plan shall be held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and this Plan shall be construed and enforced as if the illegal or invalid provision had not been included.

10.14 GOVERNING LAW. To the extent that federal laws do not otherwise control, this Plan and all determinations made and actions taken pursuant to this Plan shall be governed by the laws of Minnesota and construed accordingly.

10.15 HEADINGS. The headings of the Articles and their subparts in this Plan are for convenience of reading only and are not meant to be of substantive significance and shall not add to or detract from the meaning of such Article or subpart to which it refers.

10.16 STOCK CERTIFICATES. Notwithstanding anything in the Plan to the contrary, to the extent the Plan provides for the issuance of stock certificates to reflect the issuance of shares of Common Stock or Restricted Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by applicable law or the applicable rules of any stock exchange on which the Common Stock is traded.

APPENDIX A

A-1 PURPOSE AND EFFECT . This Appendix A to the Target Corporation Long-Term Incentive Plan modifies the terms of any deferred Performance Award and any Restricted Stock Unit that is subject to Section 409A of the Code that was awarded prior to December 31, 2008 and that is paid or payable after December 31, 2008. The provisions of this Appendix A will supersede any inconsistent terms of any award that is covered by this Appendix A. Awards covered by this Appendix A (collectively referred to herein as “Appendix A Awards”) include:

(a) Any Performance Award deferred prior to December 31, 2008 for a Performance Period ending after December 31, 2004 (“Deferred Performance Share Unit”);

(b) Any Restricted Stock Unit (other than a Deferred Restricted Stock Unit defined below) for which distribution is not, in all cases, due and payable not later than the 15 th day of the third month following the calendar year, or if later, the Company’s fiscal year, in which the Restricted Stock Unit ceases to be subject to a “substantial risk of forfeiture” within the meaning of Section 409A of the Code; and

(c) Any Restricted Stock Unit relating to a Restriction Period ending after December 31, 2004 for which an election was made prior to December 31, 2008 to defer receipt of any distribution associated with such Restricted Stock Unit (“Deferred Restricted Stock Unit”).

A-2 DEFINITIONS . The capitalized terms in this Addendum that are not defined below, shall have the same meaning as in the Agreement, or, if not defined in the Agreement, as defined in the Plan.

(a) Company . For purposes of this Addendum, Company includes any person that would be treated as a single employer with the Company under Section 414(b) or 414(c) of the Code.

(b) Disabled . An employee Participant will be Disabled if, by reason of any medically-determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve months, Participant (i) is unable to engage in any substantial gainful activity or (ii) is receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the Company. An employee Participant will be deemed to be Disabled if he or she is determined to be totally disabled by the Social Security Administration.

(c) Termination of Employment . For purposes of determining an employee Participant’s entitlement to payment of an Appendix A Award, “Termination

of Employment” means a severance of such Participant’s employment relationship with the Company, for any reason. For purposes of determining when a distribution will be made under Appendix A, a “Termination of Employment” will be deemed to occur if, based on the relevant facts and circumstances to the Participant, the Company and Participant reasonably anticipate that future services to be performed by the Participant for the Company will permanently decrease to no more than 20% of the average level of services performed over the immediately preceding 36-month period. 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. Notwithstanding the foregoing, a Termination of Employment shall not occur unless such termination also qualifies as a “separation from service,” as defined under Section 409A of the Code and related guidance thereunder.

(d) Trust . Trust means the Target Corporation Deferred Compensation Trust, established by agreement dated January 1, 2005, by and between the Company and State Street Bank and Trust Company, as amended, or similar trust agreement.

A-3 PAYMENT OF EMPLOYEE PARTICIPANT’S RESTRICTED STOCK UNITS . The vested amount of an employee Participant’s Restricted Stock Units and Deferred Restricted Stock Units shall convert to shares of Common Stock and shall be issued to or on behalf of the Participant upon the earlier of the following:

(a) the employee Participant’s death;

(b) the date the employee Participant becomes Disabled;

(c) for a Participant’s Deferred Restricted Stock Units, the later of the Vesting Date or the first day of the month next following the date that is six (6) months after the employee Participant’s Termination of Employment; and for a Participant’s Restricted Stock Units that are not Deferred Restricted Stock Units, the earlier of the Vesting Date or the first day of the month next following the date that is six (6) months after the employee Participant’s Termination of Employment; or

(d) the termination and liquidation of employee Participant’s Restricted Stock Units or Deferred Restricted Stock Units under Section A-7 below.

Payments under Paragraphs (a), (b) and (c) will be made within 90 days of such distribution event and payment on account of Paragraph (d) will be made in accordance with Section A-7.

A-4 PAYMENT OF NON-EMPLOYEE DIRECTOR PARTICIPANT’S RESTRICTED STOCK UNITS . The vested amount of a non-employee director Participant’s Restricted Stock Units shall convert to shares of Common Stock and shall be issued to or on behalf of the Participant upon the earlier of the following:

(a) the date of the Participant’s death; or

(b) the date the non-employee director Participant ceases to be a member of the Board of Directors of the Company, provided the Participant has ceased all contractual relationships as an independent contractor with the Company and has experienced a “separation from service” under Section 409A of the Code, provided further, if the Participant is a “specified employee,” as defined under Section 409A of the Code, on the date of his or her separation from service, payment will be suspended for six (6) months following the Participant’s separation from service, or, if earlier, until the Participant’s death.

A-5 PAYMENT OF DEFERRED PERFORMANCE AWARD . The vested amount of the percentage of a Participant’s Deferred Performance Share Units shall convert to shares of Common Stock and shall be issued to or on behalf of a Participant as soon as practicable, but not more than 90 days, after the later of the following:

(a) the end of the Performance Period; or

(b) the first of the following events to occur:

(1) the Participant’s death;

(2) the date the Participant becomes Disabled;

(3) the first day of the month next following the date that is six (6) months after the Participant’s Termination of Employment;

(4) the fixed distribution date, if any, designated by the Participant pursuant to a written distribution election made in accordance with Plan procedures; or

(5) the termination and liquidation of the Participant’s Deferred Performance Share units under Section A-7 below.

A-6 FUNDING UPON A CHANGE IN CONTROL . In the event a Change in Control causes the Trust to be funded, the Company shall:

(a) determine the amount of the Company’s obligation to Participants who are entitled to a distribution of Appendix A Awards, by multiplying the number of Units earned as of the Change in Control by the Fair Market Value of one share of Common Stock on the date of the Change in Control;

(b) credit the amounts determined in paragraph (a) to a bookkeeping account in the name of each applicable Participant;

(c) on and after the date of the Change in Control, credit to such bookkeeping accounts investment earnings at an annual rate equal to the sum of the 10-Year United States Treasury Note rate plus 2%. The 10-Year United States Treasury Note rate will be determined on the date of the Change in Control, or if no such rate is available on that date, the immediately preceding date such rate is available, and such rate will be reset each calendar quarter as necessary; and

(d) transfer cash or other property to the Trust as provided under the Trust. Such transfer shall be made to the extent permitted by, subject to, and in accordance with, the terms of the Trust.

A-7 AWARD TERMINATION AND LIQUIDATION ON ACCOUNT OF A CHANGE IN CONTROL . Upon a Change in Control the Appendix A Awards will terminate and payment of all amounts under such Awards will be accelerated if and to the extent provided in this Section A-7.

(a) The Appendix A Awards will be terminated effective as of the first date on which there has occurred both (i) a Change in Control under Section 2.4(a) and (ii) a funding of the Trust on account of such Change in Control (referred to herein as the “Appendix A termination effective date”) unless, prior to such Appendix A termination effective date the Board affirmatively determines that the Appendix A Awards will not be terminated as of such effective date. The Board will be deemed to have taken action to irrevocably terminate the Appendix A Awards as of the Appendix A termination effective date by its failure to affirmatively determine that the Appendix A Awards 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 Section 409A of the Code, 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 Appendix A Awards under paragraph (c) below.

(c) In the event the Board does not affirmatively determine not to terminate the Appendix A Awards as provided in paragraph (a), such termination shall be subject to either (1) or (2) as follows:

1. If the Change in Control qualifies as a “change in control event” under Section 409A of the Code, payment of all Appendix A Awards will be accelerated and made in a lump sum as soon as administratively practicable but not more than 90 days following the Appendix A termination effective date, provided the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(B) have been satisfied.

2. If the Change in Control does not qualify as a “change in control event” for purposes of Section 409A of the Code, payment of all Appendix A Awards 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 Appendix A termination effective date, provided, the requirements of Treasury Regulation Section 1.409A-3(j)(4)(ix)(C) have been satisfied.

A-8 LIMITATIONS ON TRANSFER . Awards subject to this Appendix A may not be assigned or transferred by a Participant during their lifetime, other than to a former spouse incident to divorce if and to the extent required by a qualified domestic relations order and permitted under the terms of the applicable Award agreement, and the Awards shall not be subject to anticipation, alienation, sale, assignment, pledge, encumbrance or hypothecation, execution, attachment or similar process. Any attempt to anticipate, alienate, sell, assign, transfer, pledge, encumber, hypothecate, charge or otherwise dispose of an Award in a manner contrary to the provisions hereof, and the levy of any attachment or similar process upon the awards, shall be null and void.

Exhibit 10(E)

TARGET CORPORATION

SPP I

(2009 Plan Statement)

Effective January 1, 2009

As Amended and Restated

TARGET CORPORATION

SPP I

(2009 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

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		16
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. This Plan Statement, which is intended to comply with Code section 409A, is effective January 1, 2009.

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.

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 (2009 Plan Statement),” as adopted by the Company, effective as of January 1, 2009, 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.

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.

SECTION 2

PARTICIPATION

2.1 Eligibility.

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.

2.4 Effect 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 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.

SECTION 3

BENEFIT – TRADITIONAL FINAL AVERAGE PAY FORMULA

3.1 Amount 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

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.

SECTION 4

BENEFIT – PERSONAL PENSION ACCOUNT

4.1 Amount 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.

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.

SECTION 6

TRANSFERS

6.1 Benefit 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.

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.

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.

“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.

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.

(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 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

(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.

SECTION 10

PLAN ADMINISTRATION

10.1 Plan 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.

(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.

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 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.

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.

Exhibit 10(F)

TARGET CORPORATION

SPP II

(2009 Plan Statement)

Effective January 1, 2009

As Amended and Restated

TARGET CORPORATION

SPP II

(2009 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

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

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. This Plan Statement, which is intended to comply with Code section 409A, is effective January 1, 2009.

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.

1.2.5 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

(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.

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

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

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 (2009 Plan Statement),” as adopted by the Company, effective as of January 1, 2009, 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.

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.

SECTION 2

PARTICIPATION

2.1 Eligibility.

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.

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.

2.4 Effect 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

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.

SECTION 3

BENEFIT – TRADITIONAL FINAL AVERAGE PAY FORMULA

3.1 Amount 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);

(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

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, 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.

SECTION 4

BENEFIT – PERSONAL PENSION ACCOUNT

4.1 Amount of Pension.

(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

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

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.

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.

SECTION 6

TRANSFERS

6.1 Benefit 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.

6.1.3 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.

SECTION 7

NATURE OF INTEREST

SECTION 8

ADOPTION, AMENDMENT AND TERMINATION

8.2 Amendment.

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.

(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

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.

(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:

SECTION 9

CLAIM PROCEDURES

(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.

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

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,

(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 .

(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.

(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:

(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.

SECTION 10

PLAN ADMINISTRATION

10.1 Plan Administration.

(a) The Board.

(b) The Chief Executive Officer of the Company.

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.

10.3 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.

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.

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

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

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.

SECTION 11

CONSTRUCTION

Exhibit 10(G)

TARGET CORPORATION

SPP III

(2009 Plan Statement)

Effective January 1, 2009

As Amended and Restated

TARGET CORPORATION

SPP III

(2009 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		2
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

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

SECTION 1
INTRODUCTION; DEFINITIONS

1.1 History. 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. This Plan Statement, which is intended to comply with Code section 409A, is effective January 1, 2009.

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.

1.2.5 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

(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 9.3.

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.

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 III (formerly known as the Target Corporation Supplemental Pension Plan III).

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 9.1.5.

1.2.17 Plan Statement. “Plan Statement” means this document entitled “Target Corporation SPP III (2009 Plan Statement),” as adopted by the Company, effective as of January 1, 2009, as the same may be amended from time to time.

1.2.18 Termination of Employment.

(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.

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.

1.2.19 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.

SECTION 2

PARTICIPATION

2.1 Eligibility. 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.

2.2 Termination 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.

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

2.4 Effect 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 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.

SECTION 3

BENEFIT — TRADITIONAL FINAL AVERAGE PAY FORMULA

3.1 Amount of Pension.

3.1.1 General 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

Such benefit will be determined as of the date of transfer as provided in Section 5.

3.1.2 Death 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.

SECTION 4
VESTING

4.1 General 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.

4.2 Transfers 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.

SECTION 5
TRANSFERS

5.1 Benefit Distributions.

5.1.1 Benefit 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.

5.1.2 Form 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).

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

5.2.1 Timing 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.

5.2.2 Benefit 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.

SECTION 6
NATURE OF INTEREST

6.1 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.

6.2 Spendthrift 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.

SECTION 7

ADOPTION, AMENDMENT AND TERMINATION

7.1 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.

7.2 Amendment.

7.2.1 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.

7.2.2 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.

7.2.3 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.

7.3 Termination.

7.3.1 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.

7.3.2 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 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

(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:

SECTION 8
CLAIM PROCEDURES

8.1 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.

8.1.1 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.

8.1.2 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

8.1.3 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.

8.1.4 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.

8.1.5 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,

(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).

8.2 Rules and Regulations.

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

8.2.2 Specific Rules .

(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.

8.3 Limitations and Exhaustion.

8.3.1 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.

8.3.2 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.

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

(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.

8.3.4 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.

SECTION 9
PLAN ADMINISTRATION

9.1 Plan Administration.

9.1.1 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.

9.1.2 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.

9.1.3 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.

9.1.4 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.

9.1.5 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.

9.2 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 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.

9.3 Committee Membership and Authority.

9.3.1 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.

9.3.2 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.

9.4 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.

9.5 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.

9.6 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.

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

9.8 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.

9.9 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 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.

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

SECTION 10

CONSTRUCTION

10.1 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.

10.2 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.

10.3 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.

10.4 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.

10.5 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 a Plan Statement appendix and the terms of the remainder of the Plan Statement, the terms of the Plan Statement appendix control.

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. This Plan document, which is intended to comply with Code section 409A, is effective January 1, 2009.

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.

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.

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 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 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 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.

5.2 Termination 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 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 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.

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.

7.2 Termination 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.

(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.

7.3 Change-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

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

8.1 Unsecured 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.

8.2 Nonassignability. 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.

8.3 Employment 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.

8.4 Protective 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.

8.5 Gender, 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.

8.6 Captions. 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.

8.7 Validity. 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.

8.8 Notice. 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.

8.9 Applicable 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.

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

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

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

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

Exhibit 10(I)

TARGET CORPORATION

OFFICER EDCP

(2009 PLAN STATEMENT)

Effective January 1, 2009

As Amended and Restated

TARGET CORPORATION

2009 OFFICER EDCP

(2009 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	3
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	4
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	5
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
SECTION 8 ADOPTION, AMENDMENT AND TERMINATION	28
8.1 Adoption	28
8.2 Amendment	28
8.3 Termination	28
SECTION 9 CLAIM PROCEDURES	30
9.1 Claim Procedures	30
9.2 Rules and Regulations	31
9.3 Limitations and Exhaustion	32
SECTION 10 PLAN ADMINISTRATION	34
10.1 Plan Administration	34
10.2 Conflict of Interest	34
10.3 Committee Membership and Authority	35
10.4 Service of Process	35
10.5 Choice of Law	35
10.6 Responsibility for Delegate	35
10.7 Expenses	35
10.8 Errors in Computations	35
10.9 Indemnification	35
10.10 Notice	36
SECTION 11 CONSTRUCTION	37
11.1 ERISA Status	37
11.2 IRC Status	37
11.3 Rules of Document Construction	37
11.4 References to Laws	37
11.5 Appendices	37
APPENDIX A	38

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. This Plan Statement, which is intended to comply with Code section 409A, is effective January 1, 2009.

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:

(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

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

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

(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.

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 1, 2009, 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.

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 (2009 Plan Statement),” as adopted by the Company, effective as of January 1, 2009, 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.

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.

Employment will be deemed to occur once the leave of absence exceeds six months.

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.

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.

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.

(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.

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

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

(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.

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.

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.

(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.

(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

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.

SECTION 4
ADJUSTMENTS OF ACCOUNTS

4.1 Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under Section 4.

4.2 Adjustments 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.

4.3 Investment Adjustment . The investment income, gains and losses shall be determined for the Accounts in accordance with the following:

4.3.1 Participant 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.

4.3.2 Default 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.

4.3.3 Crediting . 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.

4.3.4 Responsibility 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.

4.4 Enhancement .

4.4.1 General 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.

4.4.2 Exception. 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.

4.5 Account Adjustments Upon a Change-in-Control or Plan Termination.

4.5.1 In 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.

4.5.2 On 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.

SECTION 5
VESTING

5.1 Deferral 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.

5.2 Discretionary 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.

5.3 Enhancement .

5.3.1 General 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.

5.3.2 Forfeiture . 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.

5.4 SPP 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.

5.5 ESBP 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.

5.6 Failure to Cooperate; Misinformation or Failure to Disclose. A Participant’s Account is subject to forfeiture as provided under Sections 2.6.1.

SECTION 6

DISTRIBUTION

6.1 Distribution 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.

6.2 General 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).

6.2.1 Form 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.

6.2.2 Time 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:

(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.

6.2.3 Installment 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).

6.2.4 Small 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).

6.2.5 Default. 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;

(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.

6.2.6 Crediting 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.

6.2.7 Vesting 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.

6.2.8 No 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.

6.3 Six-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

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.

6.4 Distribution 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.

6.5 Distribution on Account of Unforeseeable Emergency.

6.5.1 When 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.

6.5.2 Limitations . 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).

6.5.3 Cancellation 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.

6.6 Designation of Beneficiaries.

6.6.1 Right 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.

6.6.2 Failure 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

6.6.3 Disclaimers 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.

6.6.4 Special 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

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.

6.7 Facility of Payment.

6.7.1 Legal 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.

6.7.2 Discharge 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.

6.8 Tax 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.

6.9 Payments 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.

6.10 Application 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.

6.11 Acceleration 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.

6.12 Delay 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

deductions as allowed pursuant to Code section 162(m) or to avoid violation of federal securities or other applicable law.

SECTION 7

SOURCE OF PAYMENTS; NATURE OF INTEREST

7.1 Source of Payments.

7.1.1 General 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.

7.1.2 Trust. 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.

7.2 Unfunded 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.

7.3 Establishment 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.

7.4 Spendthrift 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.

7.4.1 Right 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.

7.4.2 Plan 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.

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 this 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 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.

8.2.2 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 and Liquidation.

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 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.

8.3.2 Plan 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.

(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.

(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.

SECTION 9
CLAIM PROCEDURES

9.1 Claims 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.

9.1.1 Initial 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.

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 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

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 this Plan Statement (or other applicable Plan document) on which the adverse determination is based,

(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.

(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.

9.3 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.

(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:

(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.

SECTION 10
PLAN ADMINISTRATION

10.1 Plan Administration

10.1.1 Administrator. 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.

10.1.2 Authority 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.

10.1.3 Determination. 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.

10.1.4 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.

10.3 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.

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.

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

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.

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

SECTION 11
CONSTRUCTION

11.1 ERISA 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.

11.2 IRC 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.

11.3 Rules 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.

11.4 References 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.

11.5 Appendices. 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.

APPENDIX A

SPP Benefit

A-1 Purpose 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-2 Background.

A-2.1 Transfer 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-2.2 Cash 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-3 Definitions.

A-3.1 SPP I “SPP I” means the Target Corporation SPP I.

A-3.2 SPP II “SPP II” means the Target Corporation SPP II.

A-3.3 SPP III “SPP III” means the Target Corporation SPP III.

A-4 SPP 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-4.1 Traditional 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);

(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-4.2 Personal 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-4.3 SPP 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-4.4 Company Determination. The actuarial lump sum present value of a Participant’s benefit determined under this Appendix A will be determined by the Company, in

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-5 Forfeiture of SPP III Benefit.

A-5.1 Pre-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-5.2 ICP 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-5.3 Amount 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.

Exhibit 10(K)

TARGET CORPORATION

DDCP

(2009 PLAN STATEMENT)

Effective January 1, 2009

As Amended and Restated

TARGET CORPORATION

DDCP

(2009 Plan Statement)

TABLE OF CONTENTS

SECTION 1 INTRODUCTION; DEFINITIONS		3
	1.1 Name of Plan; History	3
	1.2 Definitions	3
	1.2.1 Account	3
	1.2.2 Affiliate	3
	1.2.3 Beneficiary	3
	1.2.4 Board	3
	1.2.5 Change-in-Control	3
	1.2.6 Code	4
	1.2.7 Committee	4
	1.2.8 Company	4
	1.2.9 Crediting Rate Alternative	5
	1.2.10 Deferral Credit	5
	1.2.11 Director	5
	1.2.12 Earnings Credit	5
	1.2.13 Effective Date	5
	1.2.14 Newly Eligible Director	5
	1.2.15 Participant	5
	1.2.16 Participating Employer	5
	1.2.17 Plan	5
	1.2.18 Plan Administrator	5
	1.2.19 Plan Rules	5
	1.2.20 Plan Statement	6
	1.2.21 Plan Year	6
	1.2.22 Retainer	6
	1.2.23 Specified Employee	6
	1.2.24 Termination of Employment	6
	1.2.25 Trust	6
	1.2.26 Unforeseeable Emergency	6
	1.2.27 Valuation Date	6
SECTION 2 PARTICIPATION AND DEFERRAL ELECTIONS		7
	2.1 Eligibility	7
	2.2 Termination of Participation	7
	2.3 No Guarantee of Continued Directorship	7
	2.4 Deferral Elections	7
	2.5 Deferral of Retainers	8
	2.6 Elective Deferral Credit	8
	2.7 Cancellation of Deferral Elections	8
SECTION 3 ADJUSTMENTS OF ACCOUNTS		9
	3.1 Establishment of Accounts	9
	3.2 Adjustments of Accounts	9

	3.3 Investment Adjustment	9
	3.4 Account Adjustments Upon a Change-in-Control or Plan Termination	9
SECTION 4 VESTING		10
	4.1 Participant Accounts	10
SECTION 5 DISTRIBUTION		11
	5.1 Distribution Elections	11
	5.2 General Requirements	11
	5.3 Six-Month Suspension for Specified Employees	12
	5.4 Distribution on Account of Death	12
	5.5 Distribution on Account of Unforeseeable Emergency.	12
	5.6 Designation of Beneficiaries	13
	5.7 Facility of Payment	14
	5.8 Tax Withholding	15
	5.9 Application for Distribution	15
	5.10 Acceleration of Distributions	15
	5.11 Delay of Distributions	15
SECTION 6 SOURCE OF PAYMENTS; NATURE OF INTEREST		16
	6.1 Source of Payments	16
	6.2 Unfunded Obligation	16
	6.3 Establishment of Trust	16
	6.4 Spendthrift Provision	16
SECTION 7 ADOPTION, AMENDMENT AND TERMINATION		17
	7.1 Adoption	17
	7.2 Amendment	17
	7.3 Termination and Liquidation	17
SECTION 8 CLAIM PROCEDURES		19
	8.1 Claim Procedures	19
	8.2 Rules and Regulations	20
	8.3 Limitations and Exhaustion	21
SECTION 9 PLAN ADMINISTRATION		23
	9.1 Plan Administration	23
	9.2 Conflict of Interest	23
	9.3 Committee Membership and Authority	24
	9.4 Service of Process	24
	9.5 Choice of Law	24
	9.6 Responsibility for Delegate	24
	9.7 Expenses	24
	9.8 Errors in Computations	24
	9.9 Indemnification	24
	9.10 Notice	25
SECTION 10 CONSTRUCTION		26
	10.1 IRC Status	26
	10.2 Rules of Document Construction	26
	10.3 References to Laws	26

SECTION 1
INTRODUCTION; DEFINITIONS

1.1 Name of Plan; History. This Plan (formerly known as the Target Corporation Director Deferred Compensation Plan) is a non-qualified, unfunded plan established for the purpose of allowing directors of the Company 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 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 Board ceased to be eligible to receive enhanced earnings on their account balances. This Plan Statement, which is intended to comply with Code section 409A, is effective January 1, 2009.

1.2 Definitions. When the following terms are used herein with initial capital letters, they shall have the following meanings:

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. “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 5.6 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.

1.2.4 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

(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 hereunder).

1.2.7 Committee. “Committee” means the administrative committee appointed in accordance with Section 9.3.

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

1.2.9 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.

1.2.10 Deferral Credit. A “Deferral Credit” is the amount credited to a Participant’s Account pursuant to Section 2.6.

1.2.11 Director. “Director” means any person who is a director of the Company or Participating Employer.

1.2.12 Earnings Credit. “Earnings Credit” means the investment adjustment credited to a Participant’s Account pursuant to Section 3.3 or Section 3.4 as applicable.

1.2.13 Effective Date. The “Effective Date” of this Plan Statement is January 1, 2009, except as otherwise provided.

1.2.14 Newly Eligible Director. “Newly Eligible Director” means a Director who either (i) was not previously eligible to participate in this Plan or any other non-qualified, deferred compensation plans maintained for directors or independent contractors by a Participating Employer or other Affiliate, (ii) had been paid all amounts previously deferred under all non-qualified, deferred compensation plans maintained for directors or independent contractors 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 for directors or independent contractors by a Participating Employer or other Affiliate at any time during the 24-month period ending on the date the Director has again become eligible to participate in the Plan.

1.2.15 Participant. A “Participant” is a Director who becomes a Participant in this Plan in accordance with the provisions of Section 2. A Director 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.

1.2.16 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.

1.2.17 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 DDCP” (formerly known as the Target Corporation Director Deferred Compensation Plan).

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

1.2.19 Plan Rules. “Plan Rules” are rules, policies, practices or procedures adopted by the Plan Administrator or its delegate pursuant to Section 9.1.5.

1.2.20 Plan Statement. “ Plan Statement” means this document entitled “Target Corporation DDCP (2009 Plan Statement),” as adopted by the Company, effective as of January 1, 2009, as the same may be amended from time to time.

1.2.21 Plan Year. “Plan Year” means the period from January 1 through December 31.

1.2.22 Retainer. “Retainer” means the total cash fees paid to Participant for service on the Board (or any committee there of).

1.2.23 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.

1.2.24 Termination of Employment. “Termination of Employment” means a severance of a Participant’s directorship, and all independent contractor relationships, with the Company, each Participating Employer and all Affiliates, for any reason. 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.

1.2.25 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.

1.2.26 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.

1.2.27 Valuation Date. “Valuation Date” means each business day on which the New York Stock Exchange is open.

SECTION 2
PARTICIPATION AND DEFERRAL ELECTIONS

2.1 Eligibility. A Director is eligible to participate in this Plan in accordance with and subject to the requirements of this Plan.

2.1.1 Eligibility for Newly Eligible Director. A Newly Eligible Director is eligible to participate in this Plan on the date that is 30 days after he or she becomes a Director.

2.1.2 Initial Enrollment. A Director 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 for the effective administration of this Plan.

2.2 Termination of Participation. Except as otherwise specifically provided in this Plan Statement or by the Committee, a Director who ceases to be a Director 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 Retainers. 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.

2.3 No Guarantee of Continued Directorship. Participation in this Plan does not constitute a guarantee or contract with any Participating Employer guaranteeing that the Director will continue to be a director. Such participation shall in no way interfere with any rights the shareholders of a Participating Employer would have in the absence of such participation to determine the duration of the director’s service.

2.4 Deferral Elections. A Director 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 Retainer.

2.4.1 General. 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 Retainer is earned. The election must designate the percentage of the Retainer 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 Director with the Participating Employer or Company as the beneficiary. An election to defer the Retainer 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.

2.4.2 Newly Eligible Director. For a Newly Eligible Director, 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 Director 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 Retainers for services commencing with the next full calendar quarter after the deferral election becomes irrevocable.

2.4.3 Terminations of Employment. A Participant who completes a deferral election in accordance with this Section 2.4, but who has a Termination of Employment prior to the deadline for making such election has expired, will be deemed to have made no deferral election for the respective period.

2.5 Deferral of Retainers. A Participant’s election to defer a Retainer is subject to the following requirements:

2.5.1 A deferral election will be effective with respect to the first Retainer paid for services performed during the Plan Year and such election will remain in effect through the last Retainer paid for services performed during the Plan Year.

2.5.2 The Retainer deferral percentage may not exceed 100%.

2.6 Elective Deferral Credit . The Plan Administrator shall credit to the Account of each Participant the amount, if any, of the Retainer the Participant elected to defer pursuant to this Section 2. Such amount shall be credited as nearly as practicable as of the time or times when the Retainer would have been paid to the Participant but for the election to defer.

2.7 Cancellation of Deferral Elections. Notwithstanding any provisions in the Plan to the contrary, an election to defer under this Section 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 5.5. 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 5.5.

SECTION 3

ADJUSTMENTS OF ACCOUNTS

3.1 Establishment of Accounts. There shall be established for each Participant an Account which shall be adjusted as provided under Section 3.

3.2 Adjustments 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.

3.3 Investment Adjustment . The investment income, gains and losses shall be determined for the Accounts in accordance with the following:

3.3.1 Participant 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.

3.3.2 Default 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.

3.3.3 Crediting . 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.

3.3.4 Responsibility 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.

3.4 Account Adjustments Upon a Change-in-Control or Plan Termination.

3.4.1 In the event of a Plan termination following a Change-in-Control under Section 7.3.2 that causes a Trust to be established and funded pursuant to Section 6.3 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 Section 3.3.

3.4.2 On and after the date of an event described in Section 3.4.1, 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 7.3.2, 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.

SECTION 4
VESTING

4.1 Participant Accounts. The Participant Accounts are fully (100%) vested and non-forfeitable at all times.

SECTION 5

DISTRIBUTION

5.1 Distribution 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.

5.2 General Requirements. A Participant’s distribution election must be made prior to the date the Participant’s deferral election becomes irrevocable. Earnings Credits will be distributed in the same form and time as in effect for the related Account credit. The election shall be made in the form and manner prescribed by Plan Rules.

5.2.1 Form 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 5.2.2(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.

5.2.2 Time of Payment. The Participant may elect among the following distribution commencement times:

(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 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:

(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 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.

5.2.3 Installment 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).

5.2.4 Small Benefit. Subject to Section 5.3, 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).

5.2.5 Default. 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 5.3, the distribution shall be made as a single lump sum payment within 60 days following the Participant’s Termination of Employment.

5.2.6 No 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.

5.3 Six-Month Suspension for Specified Employees. Notwithstanding any other provision in this Section 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.

5.4 Distribution 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.

5.5 Distribution on Account of Unforeseeable Emergency.

5.5.1 When Available. A Participant may receive a distribution from the vested portion of his or her Account (which shall be deemed to include the deferrals that would have been made but for the cancellation under Section 5.5.3) if the Plan Administrator determines that such distribution is on account of an Unforeseeable Emergency and the conditions in Section 5.5.2 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.

5.5.2 Limitations . 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 5.5.3, provided the determination of such limitation is consistent with the requirements of Code section 409A(a)(2)(B)(ii).

5.5.3 Cancellation of Deferral Elections. As provided by Section 2.7, in the event of a distribution under Section 5.5.1 the Plan Administrator will cancel the Participant’s deferral elections for the balance of the applicable Plan Year.

5.6 Designation of Beneficiaries.

5.6.1 Right to Designate or Revoke.

(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.

5.6.2 Failure 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

Participant’s surviving spouse

Representative of Participant’s estate

5.6.3 Disclaimers 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.

5.6.4 Special Rules. Unless the Participant has otherwise specified in the Participant’s Beneficiary designation, the following rules shall apply:

(b) The automatic Beneficiaries specified in Section 5.6.2 and the Beneficiaries designated by the Participant shall become fixed at the time of the Participant’s death (subject to Section 5.6.3) 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.

(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 to whether the relationship to the Participant exists either then or at the Participant’s death.

5.7 Facility of Payment.

5.7.1 Legal 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

5.7.2 Discharge of Liability. Any payment made in accordance with the foregoing provisions of this Section 5.7 shall constitute a complete discharge of any liability or obligation of the Participating Employers under this Plan.

5.8 Tax 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.

5.9 Application 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.

5.10 Acceleration 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.

5.11 Delay 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 deduction as allowed pursuant to Code section 162(m) or to avoid violation of securities law or other applicable law.

SECTION 6

SOURCE OF PAYMENTS; NATURE OF INTEREST

6.1 Source of Payments.

6.1.1 General Assets. Each Participating Employer will pay, from its general assets, the distribution of the Participant’s Account under Section 5, and all costs, charges and expenses relating thereto.

6.1.2 Trust. Upon a Change-in-Control that causes the Plan to be terminated under Section 7.3.2, 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.

6.2 Unfunded 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.

6.3 Establishment 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.

6.4 Spendthrift Provision. Except as otherwise provided in this Section 6.4, 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.

6.4.1 Right 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.

6.4.2 Plan Administrator’s Right to Exercise Discretion. This Section 6.4 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.

SECTION 7

ADOPTION, AMENDMENT AND TERMINATION

7.1 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 this Plan.

7.2 Amendment.

7.2.1 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 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 and to impose limitations on selection of or deferral into any Crediting Rate Alternative. 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.

7.2.2 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.

7.3 Termination and Liquidation.

7.3.1 General Rule.

(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.

7.3.2 Plan 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 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 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.

(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:

SECTION 8
CLAIM PROCEDURES

8.1 Claims 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.

8.1.1 Initial 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.

8.1.2 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 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.

8.1.3 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.

8.1.4 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.

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.

8.1.5 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 this Plan Statement (or other applicable Plan document) on which the adverse determination is based,

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

8.2 Rules and Regulations.

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

8.2.2 Specific Rules.

(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 8 to the Plan Administrator shall be treated as references to the Plan Administrator’s delegate.

(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.

8.3 Limitations and Exhaustion.

8.3.1 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.

8.3.2 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.

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

(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.

8.3.4 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.

SECTION 9

PLAN ADMINISTRATION

9.1 Plan Administration

9.1.1 Administrator. The Company is the “administrator” of the Plan. 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.

9.1.2 Authority 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.

9.1.3 Determination. 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.

9.1.4 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.

9.1.5 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.

9.2 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.

9.3 Committee Membership and Authority.

9.3.1 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 .

9.3.2 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.

9.4 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.

9.5 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.

9.6 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.

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

9.8 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.

9.9 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 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.

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

SECTION 10

CONSTRUCTION

10.1 IRC 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.

10.2 Rules 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.

10.3 References 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.

Exhibit 10(L)

TARGET CORPORATION

OFFICER INCOME CONTINUANCE POLICY STATEMENT

As Amended and Restated November 12, 2008

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 has been 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:

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

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

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.

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

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:

1. 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.

2. 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:

a. 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.

b. 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.

c. 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.

d. 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.

e. 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.

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. Disqualification or reduction of Payments under Officer-ICP will be an additional and not an exclusive remedy.

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 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 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-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 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.

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.

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.

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 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

(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.

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-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.

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 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.

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.

Exhibit 10(O)

TARGET CORPORATION

DEFERRED COMPENSATION TRUST AGREEMENT

(As Amended and Restated Effective January 1, 2009)

This Agreement is made, effective as of the 1st day of January, 2009, by and between TARGET CORPORATION, a Minnesota corporation (“Company”) and STATE STREET BANK AND TRUST COMPANY (“Trustee”);

WHEREAS, Company and certain of its wholly-owned subsidiaries have adopted the non-qualified deferred compensation plans and certain other programs listed in Appendix A (collectively, the “Plans” and separately, a “Plan”);

WHEREAS, Company, each wholly-owned subsidiary of Company which participates in a Plan and which has indicated to the Trustee in writing its acceptance of this Trust (or may so indicate in the future), and any corporation which succeeds to the position of an employer hereunder by reason of merger or consolidation, are referred to collectively herein as “Employers” and individually as an “Employer”;

WHEREAS, the Employers have incurred or expect to incur liability under the terms of the Plans with respect to the individuals participating in such Plans;

WHEREAS, Company has previously established a trust (hereinafter called “Trust”) to enable the Employers to contribute to the Trust assets that shall be held therein, subject to the claims of each Employer’s creditors in the event of an Employer’s Insolvency, as herein defined, until paid to Plan participants and their beneficiaries in such manner and at such times as specified in the Plans;

WHEREAS, it is the intention of the parties that this Trust shall constitute an unfunded arrangement and shall not affect the status of any Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of the Employee Retirement Income Security Act of 1974 (“ERISA”);

WHEREAS, it is the intention of Company to make contributions to the Trust and to cause contributions to be made to the Trust by other Employers to provide a source of funds to assist in the meeting of the Employers’ liabilities under the Plans;

WHEREAS, Company and Trustee previously entered into a Trust Agreement effective January 1, 2005;

WHEREAS, it is the intention of Company to amend the Trust Agreement to comply with Internal Revenue Code section 409A;

WHEREAS the parties have agreed to amend and restate the Trust Agreement in its entirety to read as set forth herein;

NOW, THEREFORE, the parties do hereby amend and restate the Trust and agree that the Trust shall hereafter be comprised, held and disposed of as follows:

Section 1. Maintenance of Trust .

(a) Company has previously deposited with Trustee in trust certain amounts which currently constitute the principal of the Trust and shall continue to be held, administered and disposed of by Trustee as provided in this Trust Agreement along with such additional contributions as may be deposited with Trustee in the future.

(b) The Trust hereby established shall be irrevocable, except to the extent provided in Section 4.

(c) The Trust is intended to be a grantor trust, of which each Employer is the grantor with respect to the portion attributable to its contributions, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended, and shall be construed accordingly. Company or another Employer shall pay any and all federal, state or local taxes on the Trust, or any part thereof, and on the income of the Trust to the extent not paid by the assets of the Trust.

(d) The principal of the Trust, and any earnings thereon shall be held separate and apart from other funds of the Employers and shall be used exclusively for the uses and purposes of Plan participants and their beneficiaries and general creditors as herein set forth. Plan participants and their beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Plans and this Trust Agreement shall be unsecured contractual rights of Plan participants and their beneficiaries against the Employers. Any assets held by the Trust which are attributable to the contributions made by a particular Employer will be subject to the claims of that Employer’s general creditors under federal and state law in the event of Insolvency, as defined in Section 3(a) herein.

(e) Company, in its sole discretion, may at any time, or from time to time, make (or cause other Employers to make) additional deposits of cash or other eligible property in trust with Trustee to augment the principal to be held, administered and disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor any Plan participant or beneficiary shall have any right to compel such additional deposits. Such deposits to the Trust will be subject to the following rules:

(1) Company, and other Employers, shall not make deposits of cash or eligible property solely on the basis of a change in the Company’s (or respective Employer’s) financial health.

(2) Company, and other Employers, will not make deposits of cash or eligible property to the extent restricted by Internal Revenue Code section 409A(b)(3).

(f) The following provisions shall apply in the event of an actual or potential Change of Control as defined in Section 13(d):

(1) In the event there is scheduled a duly called shareholders meeting of Company with respect to which (i) any person or entity has filed a definitive proxy statement with the Securities and Exchange Commission soliciting proxies to effect at such meeting a Change of Control of the nature described in Section 13(d)(1) (a “Change of Board Control”) or (ii) Company has included in a definitive proxy statement of Company filed with the Securities and Exchange Commission nominees of one or more persons or entities for election to the Board of Directors whose election is opposed by the Board of Directors but the election of whom would constitute a Change of Board Control, each Employer shall make contributions to the Trust, no sooner than three business days or later than one business day prior to the scheduled date of the meeting, of cash or other eligible property which, together with amounts attributable to its previous contributions to the Trust, have a value equal to the amount required under paragraph (5), unless the Board of Directors of Company determines in its sole discretion, not later than three business days prior to the scheduled date of the meeting, that the Trust shall not be funded and provides a written notice to the Employer of that determination prior to the time the Employer makes the contribution. However, no such contribution shall be made pursuant to this paragraph (1) if, prior to the time the Employer makes any such contribution, a written settlement agreement is entered into with Company or the nominations of nominees are otherwise withdrawn in such a manner that a Change of Board Control will not be further pursued or effected at such meeting.

(2) In the event a Change of Control that does not constitute a Change of Board Control, or any offer or written agreement of the nature hereinafter described in clause (i) that, if completed or consummated, would constitute a Change of Control, occurs prior to any Change of Board Control, each Employer, as promptly as practicable, but not sooner than 20 days (subject to extension as hereinafter provided) and not later than 30 days (subject to extension as hereinafter provided) after a public announcement of (i) any offer to acquire beneficial ownership of Voting Stock (as defined in Article IV of the Restated Articles of Incorporation, as amended, of Company) or of any written agreement that would result in a Change of Control pursuant to Section 13(d)(2) or (3) if the offer is completed or the agreement is consummated or (ii) the occurrence of any Change of Control other than a Change of Board Control (the “Contribution

Period”), shall make contributions to the Trust of cash or other eligible property which, together with amounts attributable to its previous contributions to the Trust, have a value equal to the amount required under paragraph (5), unless the Board of Directors determines, in its sole discretion, that funding of the Trust shall not occur and provides a written notice to the Employer of that determination prior to the earlier of (X) the time the Employer makes the contribution or (Y) a Change of Board Control. At any time prior to the commencement of the Contribution Period (or any extension of such commencement date made in accordance with this sentence), the Board of Directors (if no Change of Board Control shall have occurred), in its sole discretion, may extend the commencement date and/or the duration of the Contribution Period (or any previous extension of either thereof) by written notice to the Employers. However, no such contribution shall be made pursuant to this paragraph (2) if, prior to the time the Employer makes any such contribution, no Change of Control has occurred and the offer or agreement that, if completed or consummated, would result in a Change of Control is terminated.

(3) Any written notice from the Board of Directors relating to a contribution pursuant to paragraph (1) or (2) may be modified or withdrawn by a later dated written notice of the Board of Directors delivered at any time or from time to time prior to the earlier of (i) the time such contribution is made or (ii) the end of the last day on which the original notice could have been given in accordance with the provisions of paragraph (1) or (2).

(4) Neither Trustee nor any Plan participant or beneficiary shall have any right to compel any contributions under this subsection (f) or to compel any Employer or the Board of Directors to take any action under this subsection. In deciding whether or not to take any action authorized under this subsection (f), the Board of Directors shall have no fiduciary or other duty to participants and beneficiaries.

(5) If the Trust is to be funded pursuant to paragraph (1) or (2), the amount of each Employer’s contribution shall be 120% of the amount determined by the General Counsel and the Chief Financial Officer of Company, in their sole discretion, to be sufficient to pay the present value of the Employer’s total projected liability under the Plans with respect to participants employed or formerly employed by that Employer or their beneficiaries, plus two percent of such amount as a reserve for payment of Trustee fees and expenses of the Trust. The determination of an Employer’s “total projected liability” under a Plan for purposes of this paragraph shall be made utilizing the definition specified in Appendix B applicable to the Plan, if any, and otherwise by utilizing the assumptions prescribed in Section 13(e).

(6) On or before the date of a contribution made pursuant to this subsection (f), each Employer shall deliver to the Trustee a schedule showing its best estimate of the aggregate amount of benefits payable by it under each Plan.

(g) In the event of a final and unappealable determination by a court of competent jurisdiction or the U. S. Department of Labor that one or more Plans do not satisfy the requirements for being maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of ERISA, Trustee shall immediately segregate the assets attributable to such Plan or Plans into a separate Trust. Said separate Trust shall continue to be held and administered by Trustee in accordance with this Agreement until the provisions applicable to the separate Trust are amended pursuant to Section 12.

(h) For purposes of this Trust, “eligible property” means property in one or more of the following categories:

(1) Cash.

(2) Treasury or other government agency securities not exceeding one year in maturity.

(3) Money market securities.

(4) An ownership interest in the Target Corporation Credit Card Master Trust, which may be evidenced by, among other things, a participation or certificates.

(5) Corporate owned life insurance policies

(6) In the event that the total of the property available under paragraphs (1) through (4) is not sufficient to provide the entire contribution to be made by an Employer under subsection (f), “eligible property” shall also include unencumbered real property owned by the Employer with a fair market value that is at least equal to the additional amount necessary to provide the entire contribution that is to be made.

The fair market value of the property to be contributed under paragraphs (2) through (6) of this subsection shall be determined by the General Counsel and the Chief Financial Officer of Company in their sole discretion, taking into account any reduction in that value that could result from the lack of an orderly liquidation of a particular item or items of property.

Section 2. Payments to Plan Participants and Their Beneficiaries .

(a)

(1) As soon as reasonably possible after a Change of Control occurs that results in funding of the Trust under Section 1(f) (provided that the funding has not been returned to the Employers pursuant to Section 4), Company’s Director of Executive Compensation (or his or her successor) shall deliver to Trustee a Payment Schedule showing the amount payable to each Plan participant or beneficiary under each Plan.

(i) The Payment Schedule will provide the amount payable, determined as of the date of the Change of Control, as well as the method and rate to credit earnings on such amounts, if any, until amounts are paid to the Plan participant, and the date on which the amounts are payable.

(ii) The Payment Schedule shall, with respect to any amounts subject to Internal Revenue Code section 409A, only provide for payments under an allowable distribution event under Code section 409A. The Payment Schedule shall reflect the time and form of distribution as provided under the respective Plan.

(2) Except as otherwise provided in subsection (c), Trustee shall make payments to the Plan participants and their beneficiaries in accordance with such Payment Schedule, and may rely conclusively on such Payment Schedule in making payments.

(3) Trustee shall make provision for the reporting and withholding of any federal, state or local taxes that may be required to be withheld with respect to the payment of benefits pursuant to the terms of the Plans and shall pay amounts withheld to the appropriate taxing authorities or determine that such amounts have been reported, withheld and paid by the Employers. Trustee may rely on instructions from Company as to any required withholding and shall be fully protected hereunder in relying on such instructions. For purposes of the preceding sentence, a failure by Company to provide any instructions as to required withholding may be deemed by Trustee to be an instruction by Company that no withholding is required.

(b) Prior to a Change of Control described in subsection (a), the entitlement of a Plan participant or his or her beneficiaries to benefits under the Plans shall be determined by Company or such party as it shall designate under the Plans, and any claim for such benefits shall be considered and reviewed under the procedures set out in the Plans. Company shall make (or cause other Employers to make) payment of benefits directly to Plan participants or their beneficiaries as they become due under the terms of the Plans,

and Trustee shall have no obligation to make such payments prior to such Change of Control.

(c) In the event of a dispute over a payment under subsection (a) following a Change of Control, a participant or beneficiary who claims to be entitled to a larger payment from the Plans than shown in the Payment Schedule may submit a written claim for payment to Trustee within 90 days from the date the payment was otherwise scheduled to be made. The claim shall be processed as follows:

(1) Trustee shall give notice of the claim to Company. If Trustee receives no notice of response from Company within 30 days after the date Company is given the notice of claim, Trustee shall pay the participant or beneficiary the amount claimed from the assets in the Trust held on behalf of such participant. If a notice of response is received within such 30 days, Trustee shall consider the claim, including Company’s response. If the merits of the claim depend on compensation, service or other data in the possession of Company and such information is not provided to Trustee by Company, Trustee may rely upon information provided by the participant or beneficiary.

(2) Trustee shall give notice to the participant or beneficiary and Company of its decision on the claim, which shall be made within any period applicable to the particular Plan. The participant or beneficiary shall then pursue the appeals procedure for the Plan, if any, if he or she wishes to contest Trustee’s decision. Either the participant or beneficiary (after any applicable claims procedure has been exhausted) or Company may challenge Trustee’s decision by filing suit in a court of competent jurisdiction. If no such suit is filed within 60 days after notice of Trustee’s decision (and exhaustion of any applicable appeals procedure provided for a Plan), the decision shall become final and binding on all parties. If the decision is to grant the claim, Trustee shall make payment to the participant or beneficiary of the appropriate amount; provided, however, that the amount of any distribution from the Trust shall not exceed the total amount of assets held in the Trust on behalf of such participant.

(3) Trustee may decline to decide a claim and may file suit to have the matter resolved by a court of competent jurisdiction. All of Trustee’s expenses in the court proceeding, including attorneys’ fees, shall be allowed as administrative expenses of the Trust.

(4) In the event of a dispute to be resolved under this subsection (c), Trustee may retain a third party to review the calculations and the payment amounts and advise Trustee as to the correct amount to be paid. All expenses of such a third party shall be allowed as administrative expenses of the Trust.

(d) If payment is made to a participant or beneficiary under this Section 2, the obligation of the Employers under the terms of the applicable Plan or Plans shall be extinguished to

the extent of the amount paid. Trustee has no obligation to make payments to a participant or beneficiary from the Trust under this Section 2 except to the extent amounts have been contributed to the Trust with respect to such person.

Section 3. Trustee Responsibility Regarding Payments When Employer is Insolvent .

(a) Trustee shall cease payment of benefits to Plan participants and their beneficiaries attributable to a particular Employer if the Employer is Insolvent. An Employer shall be considered “Insolvent” for purposes of this Trust Agreement if (i) it is unable to pay its debts as they become due, or (ii) it is subject to a pending proceeding as a debtor under the United States Bankruptcy Code.

(b) At all times during the continuance of this Trust, as provided in Section 1(d) hereof, the principal and income of the Trust attributable to a particular Employer shall be subject to claims of general creditors of that Employer under federal and state law as set forth below.

(1) The Board of Directors and the Chief Executive Officer of Company shall have the duty to certify to Trustee in writing of an Employer’s Insolvency. If a person claiming to be a creditor of an Employer alleges in writing to Trustee that an Employer has become Insolvent, Trustee shall determine whether an Employer is Insolvent and, pending such determination, Trustee shall discontinue payment of benefits to its Plan participants or their beneficiaries.

(2) Unless Trustee has actual knowledge of an Employer’s Insolvency, or has received notice from Company or a person claiming to be a creditor alleging that an Employer is Insolvent, Trustee shall have no duty to inquire whether an Employer is Insolvent. Trustee may in all events rely on such evidence concerning each Employer’s solvency as may be furnished to Trustee and that provides Trustee with a reasonable basis for making a determination concerning solvency.

(3) If at any time Trustee has determined that an Employer is Insolvent, Trustee shall discontinue payments to Plan participants or their beneficiaries and shall hold the assets of the Trust attributable to that Employer for the benefit of the Employer’s general creditors. Nothing in this Trust Agreement shall in any way diminish any rights of Plan participants or their beneficiaries to pursue their rights as general creditors of Company with respect to benefits due under the Plans or otherwise.

(4) Trustee shall resume the payment of benefits to Plan participants or their beneficiaries in accordance with Section 2 of this Trust Agreement only after Trustee has determined that an Employer is not Insolvent (or is no longer Insolvent).

(c) Provided that there are sufficient assets, if Trustee discontinues the payment of benefits from the Trust pursuant to Section 3(b) hereof and subsequently resumes such payments, the first payment following such discontinuance shall include the aggregate amount of all payments due to the affected Plan participants or their beneficiaries under the terms of the Plans for the period of such discontinuance, less the aggregate amount of any payments made to Plan participants or their beneficiaries by Company or another Employer in lieu of the payments provided for hereunder during any such period of discontinuance.

Section 4. Payments to Employers .

Except as provided in Section 3 or this Section, Company shall have no right or power to direct Trustee to return to Company or another Employer or to divert to others any of the Trust assets before all payments of benefits have been made to Plan participants and their beneficiaries pursuant to the terms of the Plans and all other obligations of the Trust, including fees and expenses of Trustee, have been paid. Notwithstanding the foregoing sentence or anything else in this Trust Agreement to the contrary, if any Employer is required to contribute assets to the Trust in accordance with Section 1(f), Trustee shall return such assets plus the earnings attributable to the assets to the Employer upon receipt of notification from the Board of Directors that it has determined that the anticipated Change of Control will not occur and determination by Trustee that a Change of Control has not in fact occurred.

Section 5. Investment Authority .

(a) In no event may Trustee invest in assets other than eligible property as defined in Section 1(h). All rights associated with assets of the Trust shall be exercised by Trustee or the person designated by Trustee, and shall in no event be exercisable by or rest with Plan participants.

(b) Company shall have the right, at any time, and from time to time in its sole discretion, to substitute assets of equal fair market value for any asset held by the Trust, provided that the substitute assets also qualify as eligible property under Section 1(h) — (1) through (5).

(c) Trustee shall hold, manage, invest and otherwise administer the Trust pursuant to the terms of this Agreement. The Trustee shall be responsible only for contributions actually received by it hereunder. The amount of each contribution made by the Employers to the Trust shall be determined in the sole discretion of the Executive Committee or other persons allocated that responsibility herein, and Trustee shall have no duty or responsibility with respect thereto. Except as otherwise specifically agreed to by Trustee, Trustee shall not be responsible for the administration of any Plan (including without limitation the determination of Plan participation rights of employees of the Employers and the determination of benefits of the participants in any Plan). Except to the extent that Trustee has otherwise specifically agreed in writing, Trustee shall not be responsible, directly or indirectly, for the investment or reinvestment of the assets of the

Trust, which investment and reinvestment shall be the sole responsibility of Company; provided, however, that upon a Change of Control, Trustee shall become responsible for the investment and reinvestment of the assets of the Trust as elsewhere provided herein. Prior to a Change of Control, and unless Company and Trustee have mutually agreed in a separate writing that Trustee shall have and exercise investment discretion, in either case with respect to all or a portion of the assets of the Trust, Company shall have complete discretion with respect to the investment of such assets at all times, and shall direct Trustee accordingly.

Section 6. Disposition of Income .

During the term of this Trust, all income received by the Trust, net of expenses and taxes, shall be accumulated and reinvested in eligible property as defined in Section 1(h).

Section 7. Accounting by Trustee .

Trustee shall keep accurate and detailed records of all investments, receipts, disbursements, and other transactions required to be made, including such specific records as shall be agreed upon in writing between Company and Trustee. Within 60 days following the close of each calendar year and within 60 days after the removal or resignation of Trustee, Trustee shall deliver to Company a written account of its administration of the Trust during such year or during the period from the close of the last preceding year to the date of such removal or resignation, setting forth all investments, receipts, disbursements and other transactions effected by it, including a description of all securities and investments purchased and sold with the cost or net proceeds of such purchases or sales (accrued interest paid or receivable being shown separately), and showing all cash, securities and other property held in the Trust at the end of such year or as of the date of such removal or resignation, as the case may be.

Section 8. Responsibility of Trustee .

(a) Trustee shall act with the care, skill, prudence and diligence under the circumstances then prevailing that a prudent person acting in like capacity and familiar with such matters would use in the conduct of an enterprise of a like character and with like aims, provided, however, that Trustee shall incur no liability to any person for any action taken pursuant to a direction, request or approval given by Company which is contemplated by, and in conformity with, the terms of the Plans or this Trust and is given in writing by Company, or for any failure to take any action in the absence of such a direction, request or approval. The duties of Trustee shall only be those specifically undertaken pursuant to this Agreement or by means of a separate written agreement. In the event of a dispute between Company and a party, Trustee may apply to a court of competent jurisdiction to resolve the dispute.

(b) The Employers and the Trust hereby indemnify Trustee against, and agree to hold Trustee harmless from, all liabilities and claims (including reasonable attorneys’ fees and expenses in defending against such liabilities and claims) against Trustee as a result

of any breach of fiduciary responsibility by a fiduciary other than Trustee or an agent of Trustee (excluding any agent which is Company or an agent of Company), unless Trustee or such agent of Trustee participates knowingly in such breach.

(c) Trustee may consult with legal counsel (who may also be counsel for Company generally) with respect to any of its duties or obligations hereunder.

(d) Trustee may hire agents, accountants, actuaries, investment advisors, financial consultants or other professionals to assist it in performing any of its duties or obligations hereunder.

(e) Trustee shall have, without exclusion, all powers conferred on Trustees by applicable law, unless expressly provided otherwise herein.

(f) Notwithstanding any powers granted to Trustee pursuant to this Trust Agreement or pursuant to applicable law, Trustee shall not have any power that could give this Trust the objective of carrying on a business and dividing the gains therefrom, within the meaning of section 301.7701-2 of the Procedure and Administrative Regulations promulgated pursuant to the Internal Revenue Code.

Section 9. Compensation and Expenses of Trustee .

The Employers shall pay all administrative and Trustee’s fees and expenses in such proportions as Company determines. Unless and until so paid, such expenses and compensation shall be a charge on the Trust and shall constitute a lien on the Trust in favor of Trustee. All payments to, or reimbursements of, Trustee pursuant to this Trust Agreement may be made without approval or direction of Company.

Section 10. Resignation and Removal of Trustee .

(a) Trustee may resign at any time by written notice to Company, which shall be effective 60 days after receipt of such notice unless Company and Trustee agree otherwise.

(b) Trustee may be removed by Company on 60 days notice or upon shorter notice accepted by Trustee.

(d) Upon resignation or removal of Trustee and appointment of a successor Trustee, all assets shall subsequently be transferred to the successor Trustee. The transfer shall be completed within 60 days after receipt of notice of resignation, removal or transfer, unless Company extends the time limit.

(e) If Trustee resigns or is removed, a successor shall be appointed, in accordance with Section 11 hereof, by the effective date of resignation or removal under paragraph(s) (a) or (b) of this section. If no such appointment has been made, Trustee may apply to a court of competent jurisdiction for appointment of a successor or for instructions. All expenses of Trustee in connection with the proceeding shall be allowed as administrative expenses of the Trust.

Section 11. Appointment of Successor .

(a) If Trustee resigns or is removed in accordance with Section 10(a) or (b) hereof, Company may appoint any national bank or trust company with capital in excess of $50,000,000 as a successor to replace Trustee upon resignation or removal. The appointment shall be effective when accepted in writing by the new Trustee, who shall have all of the rights and powers of the former Trustee, including ownership rights in the Trust assets. The former Trustee shall execute any instrument necessary or reasonably required by Company or the successor Trustee to evidence the transfer.

(b) The successor Trustee need not examine the records and acts of any prior Trustee and may retain or dispose of existing Trust assets, subject to Sections 7 and 8 hereof. The successor Trustee shall not be responsible for and Company shall indemnify and defend the successor Trustee from any claim or liability resulting from any action or inaction of any prior Trustee or from any other past event, or any condition existing at the time it becomes successor Trustee.

Section 12. Amendment or Termination .

(a) This Trust Agreement may be amended by a written instrument executed by Trustee and Company. Notwithstanding the foregoing, no such amendment shall conflict with the terms of the Plans or shall make the Trust revocable after it has become irrevocable in accordance with Section 1(b) (subject to Sections 3 and 4).

(b) The Trust shall not terminate until the date on which Plan participants and their beneficiaries are no longer entitled to benefits pursuant to the terms of the Plans. Upon termination of the Trust, any assets remaining in the Trust shall be returned to the Employers in such proportions as Company determines.

(c) Upon written approval of participants or beneficiaries entitled to payment of benefits pursuant to the terms of the Plans, Company may terminate this Trust prior to the time all benefit payments under the Plans have been made. All assets in the Trust at termination shall be returned to the Employers in such proportions as Company determines.

Section 13. Miscellaneous .

(a) Any provision of this Trust Agreement prohibited by law shall be ineffective to the extent of any such prohibition, without invalidating the remaining provisions hereof.

(b) Benefits payable to Plan participants and their beneficiaries under this Trust Agreement may not be anticipated, assigned (either at law or in equity), alienated, pledged, encumbered or subjected to attachment, garnishment, levy, execution or other legal or equitable process.

(c) This Trust Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, to the extent such laws are not preempted by laws of the United States of America.

(d) For purposes of this Trust, a “Change of Control” shall be deemed to have occurred if:

(1) 50% or more of the directors of Company shall be persons other than persons

(i) for whose election proxies shall have been solicited by the Board of Directors of Company or

(ii) who are then serving as directors appointed by the Board of Directors to fill vacancies on the Board of Directors caused by death or resignation (but not by removal) or to fill newly-created directorships, or

(2) 30% or more of the outstanding voting power of the Voting Stock of Company is acquired or beneficially owned (as defined in Article IV of the Restated Articles of Incorporation, as amended, of Company) by any person (as defined in Article IV of the Restated Articles of Incorporation, as amended, of Company) other than an entity resulting from a Business Combination in which clauses (X) and (Y) of subparagraph (3) apply, or

(3) The consummation of a merger or consolidation of 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 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 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 Company or all or substantially all of Company’s assets either directly or through one or more subsidiaries), in substantially the same proportions (as compared to the other beneficial owners of Company’s

Voting Stock immediately prior to such Business Combination) as their beneficial ownership of 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 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

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

For purposes of this paragraph (d), “Voting Stock” has the same meaning as defined in Article IV of the Restated Articles of Incorporation, as amended, of Company

(e) A “Change of Control” qualifies as a “change in control event” as long as it satisfies the requirements of Code section 409A

(f) For purposes of this Trust, the phrase “the present value of the Employer’s total projected liability” shall be interpreted to require the calculation of such present value to be done as follows:

(1) By using the methods specified in Appendix B in the case of the Plans listed in that Appendix.

(2) In the case of a Plan not listed in Appendix B, by discounting the projected cash flow of each future year by a rate equal to the then current market yield for U.S. Treasury securities maturing in said future year. To the extent that said calculation requires the use of an actuarial equivalent factor reflecting matters other than interest, said factor shall be determined in accordance with the provisions then in effect of Section 417(e)(3)(ii)(I) of the Internal Revenue Code of 1986, as amended, or any successor or substitute provisions of said Code or its replacement, or if there are no such applicable provisions, the corresponding factor then being used to calculate immediate lump sum distributions under the Target Corporation Employees’ Retirement Plan or its successor.

(g) Company hereby represents and warrants to the Trustee that this Trust shall constitute an unfunded arrangement and shall not affect the status of any Plan as an unfunded plan maintained for the purpose of providing deferred compensation for a select group of management or highly compensated employees for purposes of Title I of ERISA.

(h) The Trust and all assets under the Trust shall be located in the United States.

Section 14. Effective Date .

The effective date of this Trust Agreement shall be January 1, 2009. The original effective date of the Trust was January 1, 1987.

IN WITNESS WHEREOF , the Company and the Trustee have caused this Agreement to be executed by their duly authorized officers this day of , 2009.

	COMPANY


	By

	Title


	TRUSTEE


	By

	Title


	By

	Title

APPENDIX A

The following plans maintained by Company or any other Employer which has indicated in writing its acceptance of the Trust to Trustee and Company are “Plans” covered by the Deferred Compensation Trust Agreement:

· Target Corporation Officer EDCP (formerly known as Target Corporation Deferred Compensation Plan—Senior Management Group)

· Target Corporation DDCP (formerly known as Target Corporation Director Deferred Compensation Plan)

· Target Corporation EDCP (formerly known as Executive Deferred Compensation Plan)

· Officer Executive Deferred Compensation Plan

· Deferred Compensation Plan Directors

· SPP I (formerly known as Supplemental Pension Plan I)

· SPP II (formerly known as Supplemental Pension Plan II)

· SPPIII (formerly known as Supplemental Pension Plan III)

· SPP IV (formerly known as Supplemental Pension Plan IV)

· SPP V (formerly known as Supplemental Pension Plan V)

· Pilot Supplemental Pension

· Board of Director Consulting Fee

· Long Term Incentive Plan (but only with respect to awards considered deferred compensation under Code section 409A)

· Individual deferred compensation agreements to the extent the agreement requires the obligation to be funded under a rabbi trust.

In addition, the following programs are also “Plans”, but solely with respect to individuals whose employment or directorship with the Employers has terminated prior to the date a contribution is required under Section 1(f):

· Executive Survivor Benefit Plan

· Income Continuance Policy (formerly known as the SMG Income Continuance Policy)

· Excess Long Term Disability Plan

· Severance or Supplemental Payment Accruals, but only to the extent the underlying agreement requires the obligation to be funded under a rabbi trust.

APPENDIX B

Definitions for Funding Purposes

Reference Yield

The yield on Moody’s AA Corporate Bond Index (rounded to the nearest .1%) as determined by Bloomberg on the day prior to the funding of the Trust. If this yield information is no longer available from Bloomberg, an alternative provider of the information will be chosen by the Chief Financial Officer.

Deferred Compensation Plan — Senior Management Group and Directors

The present value of all payments expected to be made to participants and their spouses (or beneficiaries) based on the most recent calculation of the value of participants’ plan account balances (the “plan valuation”). In accordance with the plan document, expected payments shall be based on (1) the participants’ marital status, (2) participants’ and their spouses’ life expectancies at the time the participants have scheduled to begin receiving payments, (3) the assumed retirement ages of participants and the time following retirement that the participants have scheduled to begin receiving payments, (4) the assumed crediting rate on participants’ account balances, which is equal to the crediting rate as of the most recent plan valuation, and (5) the accumulated balances in participants’ accounts as of the latest plan valuation. The discount rate applied to these expected payments shall be the interest rate used to calculate interest credited to participants’ plan account balances during the current plan year less 600 basis points. Should the Trust be activated after the date of the latest plan valuation (1) the total liability shall be increased by an amount equal to the total liability as of the latest plan valuation times the discount rate times the number of days since the latest plan valuation divided by 365 and (2) the total liability shall be reduced by the present value of any payments made to participants since the latest plan valuation.

Executive Deferred Compensation Plan

The total value of participants’ balances as of the close of business on the day preceding the funding of the Trust.

Executive Deferred Compensation Plan — Senior Management Group and Directors

The total value of participants’ balances as of the close of business on the day preceding the funding of the Trust.

Supplemental Pension Plans I and IV

The difference in the present values of all pension annuities that (1) participants would earn excluding any deferred income, but not taking into account IRS limits on qualified income, and that (2) participants would earn excluding any deferred income and taking into account IRS qualified income limitations. The calculation of this liability is based on the annual actuarial factors applicable for Supplemental Pension Plans I and IV respectively. Should the Trust be activated after the date of the latest plan valuation, the amount of the total liability shall be increased by (1) an amount equal to the total liability as of the most recent plan valuation times the discount rate used in that valuation divided by the number of days since the plan valuation was conducted divided by 365 and (2) service credited since the latest annual actuarial valuation.

Supplemental Pension Plans II and V

The difference in the present values of the pension annuities that (1) participants would earn if the participants had not deferred any income and (2) participants would earn excluding any deferred income, after taking into account any benefits due under Supplemental Pension Plans I or IV. The calculation of this liability is based on the annual actuarial factors applicable for Supplemental Pension Plans II and V respectively. Should the Trust be activated after the date of the latest plan valuation, the amount of the total liability shall be increased by (1) an amount equal to the total liability as of the most recent plan valuation times the discount rate used in that valuation divided by the number of days since the plan valuation was conducted divided by 365 and (2) service credited since the latest annual actuarial valuation.

Supplemental Pension Plan III

The difference in the present values of the pension annuities that (1) participants would earn by adding 5 years to their actual ages (but in no case will the participant’s age be deemed to be greater than age 65) and (2) the benefits that these participants would earn without such an age adjustment, after taking into account any benefits due under Supplemental Pension Plans I and II. The calculation of this liability is based on the annual actuarial factors applicable for Supplemental Pension Plan III. Should the Trust be activated after the date of the latest plan valuation, the amount of the total liability shall be increased by (1) an amount equal to the total liability as of the most recent plan valuation times the discount rate used in that valuation divided by the number of days since the plan valuation was conducted divided by 365 and (2) service credited since the latest annual actuarial valuation.

Pilot Supplemental Pension Plan

The present value of all annuity payments either currently committed to, or expected to be made to, participants between the ages of 55 and 65. The discount rate applied to the expected annuity payments shall be the discount rate used in the latest qualified pension plan annual actuarial valuation.

Board of Director Consulting Fee

The present value of all consulting fees committed to members of the Board of Directors as of the date of the Trust’s funding. The discount rate applied to the committed consulting fees shall be the Reference Yield.

Executive Survivor Benefit Plan

The present value of all benefits expected to be paid to the surviving spouses of participants. Expected payments are calculated based on (1) the existing pension benefit formula, applied to a Joint and 100% Survivor annuity, (2) expected growth in participants’ compensation until retirement, which is equal to the average assumed rate of compensation increase presented in the Company’s annual report pension footnote, (3) participants’ marital status and age of their spouses, and (4) the assumed retirement age of participants. For purposes of calculating the duration of expected annuity payments to surviving spouses, the differences in the expected lives of participants and their spouses as of the date of the Trust’s funding shall be used. The discount rate applied to the expected annuity payments shall be the Reference Yield.

Income Continuance Policy

The present value of all Income Continuance Policy severance agreement payments committed to at the time of the Trust’s funding. The discount rate applied to these payments shall be the Reference Yield.

Non-Income Continuance Policy Severance Accruals

The present value of all non-Income Continuance Policy severance agreement payments committed to at the time o the Trust’s funding. The discount rate applied to the expected annuity payments shall be the Reference Yield.

Excess Long-Term Disability Plan

The present value of all excess long-term disability payments committed to plan participants at the time of the Trust’s funding, assuming that those payments continue until the disabled participants reach the age of 65. The discount rate applied to these projected payments shall be the Reference Yield.

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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 31, 2009

				Fiscal Year Ended


Ratio of Earnings to Fixed Charges (millions)				Fiscal Year Ended
Ratio of Earnings to Fixed Charges (millions)				Jan. 31, 2009			Feb. 2, 2008			Feb. 3, 2007			Jan. 28, 2006			Jan. 29, 2005

Earnings from continuing operations before income taxes				$	3,536		$	4,625		$	4,497		$	3,860		$	3,031
	Capitalized interest				(48	)		(66	)		(47	)		(42	)		(18	)

		Adjusted earnings from continuing operations before income taxes			3,488			4,559			4,450			3,818			3,013

Fixed charges:
	Interest expense (a)				956			747			646			532			607
	Interest portion of rental expense				103			94			88			84			85

			Total fixed charges		1,059			841			734			616			692

			Earnings from continuing operations before income taxes and fixed charges	$	4,547		$	5,400		$	5,184		$	4,434		$	3,705

Ratio of earnings to fixed charges					4.29			6.42			7.06			7.21			5.35

(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.

Note: Computations are based on continuing operations.

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Exhibit 12

Exhibit 21

Target Corporation

(A Minnesota Corporation)

List of Subsidiaries

(As of January 31, 2009)

AMC Dominican Republic, S.A. (Dominican Republic)

AMC El Salvador, S.A. (El Salvador)

AMC Honduras, S.A. (Honduras)

AMC Nicaragua, S.A. (Nicaragua)

AMC (S) Pte. Ltd. (Singapore)

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)

Red Tail LLC (DE)

STL of Nebraska, Inc. (MN)

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 India Private Limited (India)

Target Sourcing Services Italy S.r.l. (Italy)

Target Sourcing Services Hong Kong Limited (Hong Kong)

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)

TGT Energy LLC (TX)

The Associated Merchandising Corporation (NY)

TSS One Limited (Hong Kong)

TSS Two Limited (Hong Kong)

Walsh Bros. (AZ)

Westbury Holding Company (MN)

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 11 , 2009, 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 31, 2009.

Registration Statement Form S-3 Nos. 333-139870 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 11, 2009

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, as amended; (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 11 th day of February, 2009.

	/s/ Roxanne S. Austin
	Roxanne S. Austin

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 3 rd day of February, 2009.

	/s/ Calvin Darden
	Calvin Darden

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 6 th day of February, 2009.

	/s/ Mary Dillon
	Mary Dillon

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 9 th day of February, 2009.

	/s/ James A. Johnson
	James A. Johnson

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 11 th day of February, 2009.

	/s/ Richard M. Kovacevich
	Richard M. Kovacevich

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 3 rd day of February, 2009

	/s/ Mary E. Minnick
	Mary E. Minnick

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 3 rd day of February, 2009.

	/s/ Anne M. Mulcahy
	Anne M. Mulcahy

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 9 th day of February, 2009.

	/s/ Derica W. Rice
	Derica W. Rice

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 3 rd day of February, 2009.

	/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, as amended; (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.

IN WITNESS WHEREOF, the undersigned has signed below as of this 1 st day of February, 2009.

	/s/ Gregg W. Steinhafel
	Gregg W. Steinhafel

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 1 st day of February, 2009.

	/s/ George W. Tamke
	George W. Tamke

TARGET CORPORATION

Power of Attorney

of Director and/or Officer

IN WITNESS WHEREOF, the undersigned has signed below as of this 24 th day of February, 2009.

	/s/ Solomon D. Trujillo
	Solomon D. Trujillo

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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 13, 2009
/s/ GREGG W. STEINHAFEL Gregg W. Steinhafel Chief Executive Officer

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CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

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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.

3.

4.

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.

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 13, 2009
/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

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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 31, 2009, 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 13, 2009
/s/ GREGG W. STEINHAFEL Gregg W. Steinhafel 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

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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

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.


Date: March 13, 2009
/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