Officer Deferred Compensation Plan – Target Corp.

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 Company153s
continued growth and success, by providing for additional future compensation so
that such employees may be retained and their productive efforts encouraged.
Participants ceased to be eligible to defer Earnings into the Plan after
December 31, 1996. The Plan, which is intended to comply with Code section
409A, was amended and restated effective January 1, 2009. The Plan was amended
to incorporate the Company153s recoupment policy effective January 13, 2010. This
Plan document, which was amended to reflect Plan administration and amendment
changes authorized by the Board of Directors on November 10, 2010 and
modification of the Change in Control definition, is effective June 8, 2011.

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 Participant153s Earnings.

Committee. “Committee” means the plan administration committee
appointed to administer the Plan pursuant to Article 3; provided, solely for
purposes of the Plan amendment provisions of Section 7.1, “Committee” means the
Chief Executive Officer and the senior ranking Human Resources officer, jointly
or individually.

Cumulative Deferral Amount. “Cumulative Deferral Amount” means the
total cumulative amount by which a Participant153s 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:

Moody153s Corporate Bond Yield Average. Monthly Average Corporates as
published by Moody153s 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 Participant153s
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 Participant153s employment relationship with the Employer and all
other Affiliates, for any reason.

(b) For purposes of determining when a
distribution will be made under the Plan, a “Termination of Employment” will be
deemed to occur if, based on the relevant facts and circumstances to the
Participant, the Employer, all other Affiliates, and Participant reasonably
anticipate that the level of bona fide future services to be performed by the
Participant for the Employer and all other Affiliates will permanently decrease
to no more than 20% of the average level of bona fide services performed over
the immediately preceding 36-month period.

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

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

ARTICLE 3
ADMINISTRATION OF THE PLAN

A Committee (of one or more individuals) shall be appointed by the Board of
Directors 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 member153s 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
Participant153s Earnings are reduced pursuant to Section 4.1 shall be credited by
the Employer to the Participant153s Deferral Account on the fifteenth (15th) day
of the month in which such Earnings would otherwise have been paid. The
Participant153s 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
Participant153s 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
Participant153s 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 Participant153s
termination of enrollment in this Plan pursuant to Section 5.2(b), the
Participant153s 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 Participant153s 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 Participant153s 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
Participant153s 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
Company153s 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 Company153s
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 Participant153s 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 Participant153s 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 Participant153s 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 Participant153s 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 Company153s 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 Participant153s 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 Participant153s 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 Participant153s 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 Participant153s Termination of Employment with the Employer. Following
termination of enrollment in the Plan, a Participant153s 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 Participant153s 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 Participant153s
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 Participant153s Deferral Account (determined below) would produce a greater
benefit, such Deferral Account balance shall be paid to the Participant153s
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 Participant153s death, and will be made
each subsequent anniversary of the Participant153s death.

(b) If a Participant dies prior to Termination of Employment after
attaining age 55, the Employer will pay to the Participant153s Beneficiary the
benefit that such Participant would have received had the Participant retired on
the day prior to such Participant153s death. Payments will commence immediately
(within 60 days) following the Participant153s death, and will be made each
subsequent anniversary of the Participant153s 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 Participant153s 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 spouse153s 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
Participant153s 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 Participant153s death pursuant to this paragraph
(c), the Participant153s Deferral Account shall be deemed to bear interest
following the Participant153s 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 Participant153s entire Deferral Account paid in the form of a single
lump sum payment provided the Company153s 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 Participant153s Termination of Employment (other than on account
of death) shall be suspended and not be made until (6) months have elapsed since
such Participant153s Termination of Employment (or, if earlier, upon the date of
the Participant153s 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 Company153s 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 Participant153s 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 Participant153s 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 Participant153s 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
Participant153s benefits, then the Committee shall direct the distribution of such
benefits to the Participant153s 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 Participant153s
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 Participant153s 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, 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. “Change-in-Control” means
one of the following:

(a) Individuals who are Continuing Directors cease for any reason
to constitute 50% or more of the directors of the Company; or

(b) 30% or more of the outstanding voting power of the Voting Stock
of the Company is acquired or beneficially owned (within the meaning of
Rule 13d-3 under the Exchange Act) by any Person, other than an entity resulting
from a Business Combination in which clauses (x) and (y) of
Section 7.3(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 Company153s 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
(within the meaning of Rule 13d-3 under the Exchange Act) of the Company153s
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 Company153s
assets either directly or through one or more subsidiaries), in substantially
the same proportions (as compared to the other beneficial owners of the
Company153s Voting

Stock immediately prior to such Business Combination) as their beneficial
ownership of the Company153s Voting Stock immediately prior to such Business
Combination, and (y) no Person 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 7.3:

“Continuing Director” means an individual (A) who is, as of June 8, 2011, a
director of the Company, or (B) who becomes a director of the Company after
June 8, 2011 and whose initial appointment, or nomination for election by the
Company153s shareholders, was approved by at least a majority of the then
Continuing Directors; provided, however, that any individual whose initial
assumption of office occurs as a result of either an actual or threatened
contested election by any Person (other than the Board of Directors) seeking the
election of such nominee in which the number of nominees exceeds the number of
directors to be elected shall not be a Continuing Director;

“Person” means any individual, firm, corporation or other entity and shall
include any group comprised of any person and any other person with whom such
person or any affiliate or associate (as defined in Rule 14a-1(a) of the
Exchange Act) of such person has any agreement, arrangement or understanding,
directly or indirectly, for the purpose of acquiring, holding, voting or
disposing of any capital stock of the Company;

“Voting Stock” means all then-outstanding capital stock of the Company
entitled to vote generally in the election of directors of the Company; and

“Exchange Act” means the Securities Exchange Act of 1934, as amended and in
effect from time to time, and the regulations promulgated thereunder.

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 Employer153s assets and Policies shall be, and remain, the
general, unpledged, unrestricted assets of Employer. Employer153s 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
Participant153s or any other person153s bankruptcy or insolvency.

8.3 Compensation Recovery (Recoupment). Notwithstanding any
other provision of the Plan, a Participant who engaged in intentional misconduct
that contributed directly or indirectly, in whole or in part, to the need for a
restatement of the Company153s consolidated financial statements and who becomes
subject to the Company153s recoupment policy as adopted by the Compensation
Committee of the Company153s Board of Directors and amended from time to time
(“Recoupment Policy”) may have all or a portion of any distributions payable to
the Participant or his or her Beneficiary recovered by the Company. If
distributions to or on behalf of a Participant have commenced and the
Participant is subject to a claim for recovery under the Recoupment Policy, then
the Company may, subject to any limitations under Code section 409A, retain all
or any portion of the Participant153s (or his or her Beneficiary153s) taxable
distribution, net of state, federal or foreign tax withholding, to satisfy such
claim.

8.4 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.

8.5 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 Participant153s 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
Employer153s 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.

8.6 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.

8.7 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.

8.8 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.

8.9 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.

8.10 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
Participant153s 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 x .011417 = $5,708.50

B. A participant153s 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

Appendix-1

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 Company153s operating division
responsible for administering the Participant153s 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
Participant153s and spouse153s 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 Participant153s 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 Participant153s
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 Participant153s 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

Appendix-2

B. Payments

1. Calculation of payments

At the beginning of each year (or at the beginning of a month when a
Participant153s 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 Participant153s 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 x .010757 = $5,378.50

Appendix-3

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

Appendix-4

Was this helpful?

Why was this helpful?

Easy to understand

Solved my problem

Other

Why was this not helpful?

Missing the information I need

Too complicated / too many steps

Out of date

Other

Stay Up-to-Date With How the Law Affects Your Life

Enter your email address to subscribe:

Learn more about FindLaw’s newsletters, including our terms of use and privacy policy.