Officer Income Continuance Policy Statement- Target Corp.

TARGET CORPORATION

OFFICER INCOME CONTINUANCE POLICY STATEMENT

As Amended and Restated June 8, 2011

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 Corporation153s Income Continuance Policy Statement has been
consolidated and transferred into the Officer-ICP.

The Officer-ICP has been operated in compliance with Internal Revenue Code
(“Code”) Section 409A since January 1, 2005. Effective January 1, 2009, the
Officer-ICP was amended to comply with Code Section 409A with respect to all
amounts payable from the Officer-ICP that are considered nonqualified deferred
compensation.

B. ELIGIBILITY

To be eligible under Officer-ICP, an individual must be an Officer as
specified in this Statement.

C. REASSIGNMENT

An Executive will continue to have income protection under Officer-ICP for at
least 12 calendar months (Eligibility Period) after internal reassignment to a
position which does not otherwise include eligibility for Officer-ICP benefits.

D. SPIN-OFF

An Executive who is employed by a business unit on the closing date of any
Spin-Off which includes such business unit is no longer eligible for
Officer-ICP.

E. DISQUALIFICATION AND REDUCTION

Serious and deliberate misconduct in employment by an Executive resulting in
discharge for cause can disqualify an Executive from Officer-ICP eligibility.
Except as otherwise expressly provided in this Statement, after termination
under Officer-ICP and normal windup of former duties an Executive will not be
required to perform any regular services for the Corporation, and will be free
to accept any other employment. Except as otherwise provided in this Statement,
Officer-ICP Payments otherwise payable to an Executive will be reduced or
excused in the amount of compensation from Directly Competitive Employment as
specifically defined to the Executive in advance according to this Statement. An
Executive otherwise entitled to Officer-ICP Payments after Termination or
Reassignment will be disqualified from receiving future Payments by reason of
serious and deliberate misconduct which is unlawful or clearly and seriously
harmful to the Corporation, or to its interests.

F. INTERPRETATION

Subject to the express terms of this Statement, the Chief Executive Officer
of the Corporation will have sole and final authority to interpret the
Officer-ICP and determine its application, and will interpret it consistently.
Section I of this Statement is intended as a summary of the more detailed
provisions of Section II. For that reason, Section II will control in the event
of any difference.

II. APPLICATION

A. ELIGIBILITY PERIOD – DEFINITION

The “Eligibility Period” of an Executive is determined by the Executive153s
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 Executive153s 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 Executive153s Eligibility Period, measured from the time when Officer-ICP
Payments first become payable to the Executive under the terms of this Statement
and the agreement with the Executive implementing 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 Executive153s 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
Executive153s 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
Executive153s 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 Executive153s 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 Executive153s Officer-ICP Payments. If the Executive153s 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 Executive153s benefit is determined on a monthly
basis, such monthly amount shall be converted to and made at the same frequency
as the Corporation153s 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 as of the date specified in the agreement with the Executive
implementing the terms of an Executive153s Officer-ICP Payments, but not later
than ninety (90) days following the date of the Executive153s separation from
service, as defined under Code Section 409A. If at the time of the Executive153s
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 Executive153s 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 Worker153s 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 Executive153s written instruction will be withheld from
Officer-ICP amounts otherwise payable.

4. Recovery of Payments.

In addition to any other remedies available to the Corporation on account of
an Executive153s violation of the requirements under this Officer-ICP, the
Corporation has the right to recover Officer-ICP Payments that have been made to
the Executive as specified in the agreement with the Executive implementing the
terms of an Executive153s Officer-ICP Payments.

E. DEATH OF EXECUTIVE

If an Executive should die after Notice of Termination and before completion
of the Executive153s 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 Executive153s 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
Executive153s beneficiaries under Officer-ICP. No interest or other charge shall
be payable by the Corporation or its representatives on any Payment delayed by
the Corporation to permit reasonable verification of authorized recipient(s).

F. DISQUALIFICATION

1. No Executive will be disqualified
from receipt of future Officer-ICP Payments by reason of any act or omission of
anyone other than the Executive or one or more persons acting pursuant to the
conscious and effective control of the Executive. Disqualification will be
interpreted as follows:

a. While Employed in the
Corporation

Deliberate and serious disloyal or dishonest conduct in the course of
employment will disqualify if it justifies and results in prompt discharge for
specific cause under the established policies and practices of the Corporation
as interpreted by the CEO for this purpose. Examples would include material
unlawful conduct, material and conscious falsification or unauthorized
disclosure of important records or reports, embezzlement or unauthorized
conversion of property, serious violation of conflict of interest or vendor
relations policies, and misuse or disclosure of significant trade secrets or
other information likely to be of use to the detriment of the Corporation or its
interests.

b. After Notice of Termination

The Officer-ICP will not restrict an Executive153s conduct or employment
opportunities after Notice of Termination, or any independent remedy of the
Corporation or its representatives by reason of the Executive153s 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 Executive153s conscious and effective
control, and only as to any Officer-ICP Payments not yet due, by reason of one
or more of the following events:

1) Unauthorized removal, use or disclosure of strategic or
operating plans, trade secrets, customer lists, internal systems or other
significant proprietary information of or concerning the Corporation or its
personnel, the use or disclosure of which is intended or likely to cause loss or
reduction of business advantage or substantial injury to the Corporation or its
management, business opportunities or interests.

2) Expressing or endorsing publication of untrue statements
which are intended or likely to receive broad public attention and to bring the
Corporation or its interests, methods or representatives into disrepute.

3) Providing materially false or misleading information
concerning post-termination employment, or failure or refusal promptly and
accurately to provide required information, verification or authorization
required by the CEO as provided in this Statement and affecting any Officer-ICP
payment due from the Corporation.

4) Solicitation of or an offer to an employee within the
Corporation to accept employment elsewhere, where the selection of or offer to
the recruited employee was based in the whole or in part upon Executive153s
knowledge or experience concerning the employee which was acquired by the
Executive while employed within the Corporation or through one or more personal
acquaintances employed within the Corporation.

5) Exercising the discretion, authority or powers of an office
or position held by an Executive after Notice of Termination, and whether or not
before an Employment Severance Date, unless specifically authorized or directed
in writing in advance by an authorized executive of the Corporation.

2. Recoupment

Notwithstanding any other provisions of the Officer-ICP, pursuant to the
Corporation153s recoupment policy as adopted by the Compensation Committee of

the Board of Directors (the “Committee”), as amended from time to time, and
as in effect at the date of the Officer153s Employment Severance Date (“Recoupment
Policy”), an Officer who engaged in intentional misconduct that contributed
directly or indirectly, in whole or in part, to the need for a restatement of
the Corporation153s consolidated financial statements may be disqualified from
receipt of Officer-ICP Payments and the Committee retains the discretion to
recover Officer-ICP Payments in such event.

a. If the Committee determines
Officer-ICP Payments are subject to recovery by the Corporation under this
Section II.F.2. and the Recoupment Policy, the Committee shall be entitled, in
its discretion, to demand repayment or cancellation of all or a portion of the
maximum amount that can be recovered or cancelled, to the extent necessary to
avoid unjust enrichment of the recipient under the circumstances.

b. Pending a determination by the
Committee on the application of this Section II.F.2. and the Recoupment Policy
to a recipient of Officer-ICP Payments, the Committee shall have the authority
to suspend any payments under the Officer-ICP.

c. Upon a determination by the
Committee that Officer-ICP payments are subject to recovery by the Corporation,
the Corporation shall have the right, to the extent permitted by law (and
without causing payments to become taxable under Section 409A of the Code), to
set-off amounts due under this Section II.F.2. and the Recoupment Policy against
any amount owed by the Corporation to the recipient of Officer-ICP Payments
under any deferred compensation plan.

d. An amendment of the Recoupment Policy
shall not be treated as an amendment of the Officer-ICP under Section II.M.

3. Preservation of Rights

Neither Officer-ICP nor its application shall waive, excuse, preclude or
otherwise affect any right or remedy which the Corporation or any agent or
representative of the Corporation may have, individually or collectively, under
law by reason of conduct of the Executive during or after employment within the
Corporation. Any remedies or rights set forth in this Section II.F. will be
additional and not exclusive remedies.

G. COMPETITIVE EMPLOYMENT

An Executive will receive not less than the full amount of the specified
Officer-ICP Payments from the Employment Severance Date through the full Payment
Period whether or not compensated by another employer for services in that
period, unless disqualified under Section F., immediately above or as provided
in this Section G. Compensation from employment which is not identified as
Directly Competitive Employment (“DCE”) will be in addition to and will not
reduce any Officer-ICP

Payment. If an Executive engages in DCE as specifically defined in advance
and by this Statement, then each Officer-ICP Payment otherwise payable to the
Executive will be 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 Executive153s
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 Executive153s 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 Executive153s 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 Executive153s 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
Executive153s particular knowledge of strategies and plans within the Corporation,
and the extent to which the Executive153s 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 Executive153s 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 Executive153s 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 Executive153s Base Compensation in Executive153s current
position (collectively referred to as “Reassignment”). An Executive in the case
of either event may elect Officer-ICP Payments if the Executive153s 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 Executive153s 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 Executive153s 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 Executive153s 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 action of the Board of
Directors or by action of a person so authorized by resolution of the Board of
Directors and subject to any limitations or conditions in such authorization.
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 Executive153s
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, or within the designated Eligibility

Period, has been designated and categorized by the CEO as an Officer of the
Corporation. 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 Executive153s
organizational superior that the Executive153s employment in the Corporation is
terminated at the instance of the Corporation. Notice that an Executive153s
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 Executive153s Base Compensation in Executive153s current
position.

10. “Spin-Off”

Means a sale of assets or stock or other disposition as a going business of
the Corporation153s ownership or control of a business unit or other operation
previously a part of the Corporation.

11. “Change in Control”

“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 Target, or

(b) 30% or more of the outstanding voting power of the Voting Stock
of Target 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 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
Target153s 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 Target153s 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 Target153s assets either directly or through
one or more subsidiaries), in substantially the same proportions (as compared to
the other beneficial owners of Target153s Voting Stock immediately prior to such
Business Combination) as their beneficial ownership of Target153s 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 Target.

For purposes of this Section II.O.11:

(i) “Continuing Director” means an individual (A) who is, as of
June 8, 2011, a director of Target, or (B) who becomes a director of Target
after June 8, 2011, and whose initial appointment, or nomination for election by
Target153s 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;

(ii) “Voting Stock” means all then-outstanding capital stock of
Target entitled to vote generally in the election of directors of Target;

(iii) “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 Target;

(iv) “Target” means Target Corporation, a Minnesota corporation, and
any successor thereof; and

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

12. “Salary Grade”

The numerical “Salary Grade” that the Executive is assigned under the
Corporation153s 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 Executive153s 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
Executive153s 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 Executive153s 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 Executive153s position, authority, duties or
responsibilities (including the assignment of duties materially inconsistent
with the Executive153s 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 Executive153s aggregate bonus and incentive opportunities, any material
reduction in the aggregate value of the Executive153s employee benefits (including
retirement, welfare and fringe benefits), or relocation to a principal work site

that is more than 40 miles from the Executive153s principal work site
immediately prior to the Change in Control.

6. If an Executive153s 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 Corporation153s 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 Company153s 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.

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.