Amendment to Pooling and Servicing Agreement – Target Corp.

AMENDMENT NO. 2, dated as of January 31, 2011 (this “Amendment“), by
and among TARGET RECEIVABLES LLC (formerly known as TARGET RECEIVABLES
CORPORATION), a Minnesota limited liability company, as Transferor, TARGET
NATIONAL BANK (formerly known as RETAILERS NATIONAL BANK), a national banking
association, as Servicer, and WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly
known as WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION), a national banking
association, as Trustee, to the AMENDED AND RESTATED POOLING AND SERVICING
AGREEMENT, dated as of April 28, 2000, as amended by Amendment No. 1 thereto,
dated as of August 22, 2001 (the “Pooling and Servicing Agreement“), by
and among the Transferor, the Servicer and the Trustee.

W I T N E S S
E T H:

WHEREAS, the Board of Directors of the Transferor has duly adopted
resolutions, (i) approving the change of the name of the Transferor from “Target
Receivables Corporation” to “Target Receivables LLC” and (ii) approving the
conversion of the Transferor from a Minnesota corporation to a Minnesota limited
liability company;

WHEREAS, the parties to this Amendment have heretofore executed and delivered
Amendment No. 1 to the Pooling and Servicing Agreement, dated as of August 22,
2001;

WHEREAS, the Transferor, the Servicer and the Trustee desire to amend the
Pooling and Servicing Agreement pursuant to Section 13.1(a) thereof in order to
reflect the conversion of the Transferor to a limited liability company and make
certain modifications to address the transfer of the membership interest in the
Transferor by Target Capital Corporation, a Minnesota corporation, to TCC
Corporation SARL, a soci t responsabilit limit e existing and
organized under the laws of the Grand Duchy of Luxembourg;

WHEREAS, Section 13.1(a) of the Pooling and Servicing Agreement provides that
the Pooling and Servicing Agreement may be amended from time to time, under the
circumstances set forth therein, including, without limitation, in connection
with adding any provision to, changing in any manner or eliminating any of the
provisions of the Pooling and Servicing Agreement or any Supplement or modifying
in any manner the rights of Certificateholders of any Series then issued and
outstanding, provided, in each case, that (x) the Transferor shall have
delivered to the Trustee an Officer153s Certificate to the effect that the
Transferor reasonably believes that such action shall not adversely affect in
any material respect the interests of any Investor Certificateholder, (y) the
Rating Agency Condition shall have been satisfied with respect to any such
amendment and (z) a Tax Opinion is delivered in connection with any such
amendment;

WHEREAS, pursuant to Section 13.2(d)(i) of the Pooling and Servicing
Agreement, an Opinion of Counsel shall have been delivered to the Trustee in
connection with the Amendment; and

WHEREAS, the conditions precedent to the execution of this Amendment have
been complied with.

NOW, THEREFORE, the parties hereto hereby are executing and delivering this
Amendment in order to amend the Pooling and Servicing Agreement in the manner
set forth below.

Capitalized terms used but not defined herein shall have the meanings
assigned to them in the Pooling and Servicing Agreement.

ARTICLE I

Section 1.1 Definitions.

(a) Section 1.1 of the Pooling and Servicing Agreement shall be amended by
replacing the definition of “Transferor” with the following:

“Transferor” shall mean Target Receivables LLC, a limited liability company
formed under the laws of the State of Minnesota, or its permitted successors or
assigns under this Agreement and additional transferors, if any, designated in
accordance with Sections 2.12 or 6.3(d).

Section 1.2 Replacement of Terms. All occurrences of the terms “Target
Receivables Corporation” and “Target Receivables Corporation, a Minnesota
corporation” in the Pooling and Servicing Agreement shall be replaced with the
terms “Target Receivables LLC” and “Target Receivables LLC, a Minnesota limited
liability company”, respectively. All such replacements shall be applicable for
the singular, plural and possessive forms of the respective terms thereof.

ARTICLE II

Section 2.1 Amendment to Section 2.3(a). Section 2.3(a) of the Pooling
and Servicing Agreement is hereby replaced in its entirety by the following:

(a) Organization and Good Standing. Prior to January 31, 2011, the
effective date of Amendment No. 2 to this Agreement (the “Effective
Date“), the Transferor was a corporation validly existing in good standing
under the laws of the State of Minnesota, and had full power, authority and
legal right to own its properties and conduct its business as such properties
were at that time owned and such business was at that time conducted, to
execute, deliver and perform its obligations under this Agreement and each
Supplement and to execute and deliver to the Trustee the Certificates pursuant
hereto. On and after the Effective Date, the Transferor is a limited liability
company validly existing in good standing under the laws of the State of
Minnesota, and has full power, authority and legal right to own its properties
and conduct its business as such properties are presently owned and such
business is presently conducted, to execute, deliver and perform its obligations
under this Agreement and each Supplement and to execute and deliver to the
Trustee the Certificates pursuant hereto.

Section 2.2 Amendment to Section 2.3(b). Section 2.3(b) of the Pooling
and Servicing Agreement is hereby replaced in its entirety by the following:

(b) Due Qualification. Prior to the Effective Date, the Transferor was
duly qualified to do business and was in good standing as a foreign corporation
(or was exempt from such requirements); the Transferor has obtained all
necessary licenses and approvals in each jurisdiction in which failure to so
qualify or to obtain such licenses and approvals would render any Credit Card
Agreement relating to an Account owned by the Credit Card Originator or any
Receivable transferred to the Trust by the Transferor unenforceable by the
Credit Card Originator, the Transferor, the Servicer or the Trustee and would
have a material adverse effect on the interests of the Certificateholders
hereunder or under any Supplement. On and after the Effective Date, the
Transferor is duly qualified to do business and is in good standing as a foreign
limited liability company (or is exempt from such requirements); the Transferor
has obtained all necessary licenses and approvals in each jurisdiction in which
failure to so qualify or to obtain such licenses and approvals would render any
Credit Card Agreement relating to an Account owned by the Credit Card Originator
or any Receivable transferred to the Trust by the Transferor unenforceable by
the Credit Card Originator, the Transferor, the Servicer or the Trustee and
would have a material adverse effect on the interests of the Certificateholders
hereunder or under any Supplement.

Section 2.3 Amendment to Section 2.7(f). The reference to “Separate
Corporate Existence” in Section 2.7(f) of the Pooling and Servicing Agreement is
hereby replaced with “Separate Legal Existence.”

Section 2.4 Amendment to Section 2.7(f)(i). The references to
“corporation” and “incorporation” in Section 2.7(f)(i) of the Pooling and
Servicing Agreement are hereby replaced with “limited liability company” and
“formation”, respectively.

Section 2.5 Amendment to Section 2.7(f)(ii). The reference to the
“corporate use” in Section 2.7(f)(ii) of the Pooling and Servicing Agreement is
hereby replaced with “company use.”

Section 2.6 Amendment to Section 2.7(f)(iii) through (v). All
references to “stockholders” in Sections 2.7(f) (iii) through (v) of the Pooling
and Servicing Agreement are hereby replaced with “members.”

Section 2.7 Amendment to Section 2.7(f)(vi). The references to
“Articles of Incorporation”, “corporate formalities”, “stockholders” and
“corporate action” in Section 2.7(f)(vi) of the Pooling and Servicing Agreement
are hereby replaced with “Articles of Organization”, “company formalities”,
“members” and “company action”, respectively.

Section 2.8 Amendment to Section 2.7 (f)(vii). Section 2.7 (f)(vii) of
the Pooling and Servicing Agreement is hereby replaced in its entirety by the
following:

(vii) Ensure that its Boards of Governors shall be elected independently from
a board of elected or appointed members who jointly oversee the activities of
its Affiliates and shall at all times include at least two Independent Governors
(for purposes hereof, “Independent Governor” shall mean an individual who
(i) is not, and during the immediately preceding three (3) years has not been, a
director, officer, employee, or affiliate of Target Corporation or any of its
subsidiaries or affiliates (other than the Transferor), (ii) does not have any
ownership interest in the Transferor and (iii) who does not have any ownership
interest in Target Corporation or any other subsidiary or affiliate thereof,
other than shares of common stock of Target Corporation (x) having an aggregate
value of less than 10% of such individual153s net worth and (y) representing less
than one-half of 1% of the total number of outstanding shares or such common
stock).

Section 2.9 Amendment to Section 2.7(f)(ix). The reference to
“corporate name” in Section 2.7(f)(ix) of the Pooling and Servicing Agreement is
hereby replaced with “company name.”

Section 2.10 Amendment to Section 2.7(f)(x). Section 2.7(f)(x) of the
Pooling and Servicing Agreement is hereby replaced in its entirety by the
following:

(x) Ensure that no Affiliate of the Transferor shall advance funds to the
Transferor, other than capital contributions from TCC Corporation SARL, a
soci t responsabilit limit e existing and organized under the laws
of the Grand Duchy of Luxembourg, (“TCC Corporation SARL“) made to enable
the Transferor to pay the purchase price of Receivables, pursuant to the
Memorandum of Understanding, dated as of January 31, 2011 by and between TCC
Corporation SARL as parent, the Transferor as subsidiary and TCC, or as is
otherwise provided in the Receivables Purchase Agreement, and no Affiliate of
the Transferor will otherwise supply funds to, or guaranty debts of, the
Transferor; provided, however that the Transferor may issue a
subordinated note and otherwise be indebted to TCC in connection with the
payment of the purchase price for Receivables as provided in the Receivables
Purchase Agreement.

Section 2.11 Amendment to Section 6.3(d). Section 6.3(d) of the
Pooling and Servicing Agreement is hereby replaced in its entirety by the
following:

(d) The Transferor Certificate (or any interest therein) may be transferred
to a Person which is a member of the “affiliated group” as defined in Code
Section 1504(a) of which Target National Bank is a member without the consent or
approval of the Holders of the Investor Certificates, provided that (i) the
Rating Agency Condition shall have been satisfied with respect to such transfer,
(ii) the Transferor shall have delivered to the Trustee and each Rating Agency a
Tax Opinion, dated the date of such transfer, with respect thereto, and (iii)
the Transferor Amount (excluding the interest represented by any Supplemental
Certificate) shall not be less than the Required Retained Transferor Amount. In
connection with any such transfer, the Person to whom the Transferor Certificate
is transferred will, by its acquisition and holding of an interest in the
Transferor Certificate, assume all of the rights and obligations of the
Transferor as described in this Agreement and in any Supplement or amendment
thereto (including the right under this paragraph (d) with respect to subsequent
transfers of an interest in the Transferor Certificate). The right to payment on
the Transferor Certificate may only be transferred upon record of the transfer
and exchange being made in the Certificate Register as provided in Section 6.4.
Upon surrender for registration of transfer of the Transferor Certificate at any
office or agency of the Transfer Agent and Registrar maintained for such
purpose, a new Transferor Certificate shall be executed, authenticated and
delivered, in the name of the designated transferee. All Transferor Certificates
surrendered for registration of transfer and exchange shall be canceled and
disposed of in a manner satisfactory to the Trustee.

Section 2.12 Amendment to Section 6.4(a). The first paragraph of
Section 6.4(a) of the Pooling and Servicing Agreement is hereby replaced in its
entirety by the following:

The Trustee shall cause to be kept at the office or agency to be maintained
in accordance with the provisions of Section 11.16 a register (the
“Certificate Register“) in which, subject to such reasonable regulations
as it may prescribe, a transfer agent and registrar (which may be the Trustee)
(“Transfer Agent and Registrar“) shall provide for the registration of
the Registered Certificates and the Transferor Certificate and of transfers and
exchanges of the Registered Certificates and the Transferor Certificate as
herein provided. The Transfer Agent and Registrar shall initially be Wells Fargo
Bank, National Association, and any co-transfer agent and co-registrar chosen by
the Transferor and acceptable to the Trustee, including, if and so long as any
Series or Class is listed on the Luxembourg Stock Exchange and such exchange
shall so require, a co-transfer agent and co-registrar in Luxembourg. So long as
any Investor Certificates are outstanding, the Transferor shall maintain a
co-transfer agent and co-registrar in New York City. Any reference in this
Agreement to the Transfer Agent and Registrar shall include any co-transfer
agent and co-registrar unless the context requires otherwise.

Section 2.13 Amendment to Section 13.1. The reference to “Board of
Directors” in Section 13.1 of the Pooling and Servicing Agreement is hereby
replaced with “Board of Governors.”

ARTICLE III

Section 3.1 Counterparts. This Amendment may be executed in two or
more counterparts (and by different parties on separate counterparts), each of
which shall be an original, but all of which together shall constitute one and
the same instrument.

Section 3.2 Effect of Headings and Table of Contents. The Article and
Section headings herein are for convenience only and shall not affect the
construction hereof.

Section 3.3 Separability. In case any provision in this Amendment
shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not be affected or impaired
thereby.

Section 3.4 Governing Law. THIS AMENDMENT SHALL BE CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Section 3.5 Effective Date. This Amendment shall become effective as
of the day and year first above written.

Section 3.6 Binding Effect; Ratification. (a) On and after the
Effective Date, (i) this Amendment shall be a part of the Pooling and Servicing
Agreement and (ii) each reference in the Pooling and Servicing Agreement to
“this Agreement”, “the Pooling and Servicing Agreement”, “hereof”, “hereunder”
or words of like import, and each reference in any other transaction document to
the Pooling and Servicing Agreement, shall mean and be a reference to the
Pooling and Servicing Agreement as amended hereby.

(b) Except as expressly modified or amended in this Amendment, all of the
terms, covenants, provisions, agreements and conditions of the Pooling and
Servicing Agreement are hereby ratified and confirmed in every respect and shall
remain unmodified and unchanged and shall continue in full force and effect.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
executed by their respective officers as of the day and year first above
written.

	TARGET RECEIVABLES LLC
	(formerly known as TARGET RECEIVABLES CORPORATION),
	as Transferor


	By:	/s/ Sara J. Ross
		Name: Sara J. Ross
		Title: Vice President and Assistant Treasurer


	TARGET NATIONAL BANK (formerly known as RETAILERS NATIONAL BANK),
	as Servicer


	By:	/s/ Spencer Johnson
		Name: Spencer Johnson
		Title: Vice President


	WELLS FARGO BANK, NATIONAL ASSOCIATION (formerly known as WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION),
	as Trustee


	By:	/s/ Kristen L. Puttin
		Name: Kristen L. Puttin
		Title: Vice President

Amendment No. 2

to the Amended and Restated Pooling and Servicing Agreement

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