Exhibit



Exhibit (10)II




August 6, 2018
To the Banks party to the Credit Agreement referred to below
c/o Bank of America, N.A., as Administrative Agent for such Banks
222 Broadway, 14th Floor, NY3-222-14-03
New York, New York 10038
Attention:   Agency Management Group


Re:    Second Extension Amendment of Credit Agreement
Ladies and Gentlemen:
Reference is made to that certain Five-Year Credit Agreement dated as of October 5, 2016, among Target Corporation (the “Borrower”), the Banks (as defined therein) party thereto from time to time and Bank of America, N.A., as administrative agent (as amended by that certain Extension Letter dated as of August 7, 2017 and as amended hereby, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement).
Pursuant to Section 2.17 of the Credit Agreement, the Borrower hereby requests that the Termination Date of the Commitments be extended from October 5, 2022 to October 5, 2023.
The Credit Agreement and the Notes are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.  The execution, delivery and effectiveness of this extension amendment (the “Extension Amendment”) shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Administrative Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.
If you agree to the terms and provisions of this Extension Amendment, please evidence such agreement and indicate your response to the request for extension of the Termination Date by executing and returning three original counterparts of this Extension Amendment to Rebecca Chaffin, Esq., McGuireWoods, LLP, 201 North Tryon Street, Suite 3000, Charlotte, North Carolina 28202 by August 21, 2018. 
This Extension Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Extension Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Extension Amendment.














This Extension Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
	
			
	 
	 
	TARGET CORPORATION

	 
	 
	 

	 
	 
	By: /s/    Sara Ross                                      

	 
	 
	Name:      Sara Ross

	 
	 
	Title:             Vice President and Assistant 
            Treasurer










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	ADMINISTRATIVE AGENT:

	 
	 
	 

	 
	 
	BANK OF AMERICA, N.A., as

	 
	 
	Administrative Agent

	 
	 
	 

	 
	 
	By: /s/    Don B. Pinzon                                        

	 
	 
	Name:    Don B. Pinzon

	 
	 
	Title:       Vice President










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	LENDERS:

	 
	 
	 

	 
	 
	BANK OF AMERICA, N.A.

	 
	 
	 

	 
	 
	By: /s/       J. Casey Cosgrove                             

	 
	 
	Name:       J. Casey Cosgrove

	 
	 
	Title:       Director










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	CITIBANK, N.A.

	 
	 
	 

	 
	 
	By: /s/    Carolyn Kee                                          

	 
	 
	Name:     Carolyn Kee

	 
	 
	Title:  Vice President










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	JPMORGAN CHASE BANK, N.A.

	 
	 
	 

	 
	 
	By: /s/    Anna Kostenko                                          

	 
	 
	Name:       Anna Kostenko

	 
	 
	Title:       Vice President










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	U.S. BANK NATIONAL ASSOCIATION

	 
	 
	 

	 
	 
	By: /s/    Mark D. Rodgers                                          

	 
	 
	Name:     Mark D. Rodgers

	 
	 
	Title:    Vice President










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	WELLS FARGO BANK, NATIONAL
ASSOCIATION 

	 
	 
	 

	 
	 
	By: /s/    Ekta Patel                                          

	 
	 
	Name:       Ekta Patel

	 
	 
	Title:       Director










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	BARCLAYS BANK PLC

	 
	 
	 

	 
	 
	By: /s/    Ritam Bhalla                             

	 
	 
	Name:       Ritam Bhalla

	 
	 
	Title:       Director










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	DEUTSCHE BANK AG NEW YORK 
BRANCH

	 
	 
	 

	 
	 
	By: /s/      Ming K. Chu                                          

	 
	 
	Name:       Ming K. Chu

	 
	 
	Title:       Director

	 
	 
	 

	 
	 
	By: /s/      Virginia Cosenza                                          

	 
	 
	Name:       Virginia Cosenza

	 
	 
	Title:       Vice President










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	GOLDMAN SACHS BANK USA

	 
	 
	 

	 
	 
	By: /s/    Annie Carr                                          

	 
	 
	Name:    Annie Carr

	 
	 
	Title:       Authorized Signatory












TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	HSBC BANK USA, NATIONAL 
ASSOCIATION

	 
	 
	 

	 
	 
	By: /s/    Alan Vitulich                                          

	 
	 
	Name:    Alan Vitulich

	 
	 
	Title:       Director










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	MIZUHO BANK, LTD.

	 
	 
	 

	 
	 
	By: /s/    Donna DeMagistris                                          

	 
	 
	Name:    Donna DeMagistris

	 
	 
	Title:    Authorized Signatory










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	ROYAL BANK OF CANADA

	 
	 
	 

	 
	 
	 

	 
	 
	By: /s/    Gordon MacArthur                                          

	 
	 
	Name:    Gordon MacArthur

	 
	 
	Title:       Authorized Signatory










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	THE TORONTO-DOMINION BANK, 
NEW YORK BRANCH

	 
	 
	 

	 
	 
	By: /s/    Annie Dorval                                          

	 
	 
	Name:    Annie Dorval

	 
	 
	Title:    Authorized Signatory










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	MUFG BANK, LTD., formerly known as
THE BANK OF TOKYO-MITSUBISHI
UFJ, LTD.

	 
	 
	 

	 
	 
	 

	 
	 
	By: /s/    Eric Hill                                          

	 
	 
	Name:    Eric Hill

	 
	 
	Title:       Authorized Signatory










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	FIFTH THIRD BANK

	 
	 
	 

	 
	 
	By: /s/    Miranda C. Stokes                                          

	 
	 
	Name:       Miranda C. Stokes

	 
	 
	Title:       Managing Director










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	SUMITOMO MITSUI BANKING 
CORPORATION

	 
	 
	 

	 
	 
	By: /s/    James D. Weinstein                                          

	 
	 
	Name:    James D. Weinstein

	 
	 
	Title:       Managing Director










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	STATE STREET BANK & TRUST
COMPANY

	 
	 
	 

	 
	 
	By: /s/    Andrei Bourdine                                          

	 
	 
	Name:    Andrei Bourdine

	 
	 
	Title:       Vice President










TARGET CORPORATION
Extension Amendment
Signature Page











	
			
	 
	 
	FIRST HAWAIIAN BANK

	 
	 
	 

	 
	 
	By: /s/    Derek Chang                                          

	 
	 
	Name:    Derek Chang

	 
	 
	Title:    Vice President










TARGET CORPORATION
Extension Amendment
Signature Page