Ex(10)E



CONFORMED  


THIRD AMENDMENT TO FIVE YEAR CREDIT AGREEMENT  


        THIS THIRD AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this "Amendment") is made and entered into as of
June 18, 2002 (the "Amendment Date") among each of TARGET CORPORATION, a Minnesota corporation (the "Borrower"), the  BANKS party to the Credit
Agreement (defined below) (hereinafter such banks may be referred to individually as a "Bank" or collectively as the "Banks"),
the SENIOR MANAGING AGENTS, MANAGING AGENTS, CO-AGENTS, CO-DOCUMENTATION AGENT and SYNDICATION
AGENT party to the Credit Agreement and BANK OF AMERICA, N.A., a national banking association organized and existing under the
laws of the United States, in its capacity as administrative agent for the Banks (in such capacity, and any successor appointed in accordance with the terms of Section 7.08 of the Credit
Agreement, the "Agent"). 


W I T N E S S E T H:  


        WHEREAS, the Borrower, the Banks, the Senior Managing Agents, the Managing Agents, the Co-Agents, the
Co-Documentation Agents, the Syndication Agent and the Agent have entered into that certain Five-Year Credit Agreement dated as of June 22, 2000 (as amended from time to
time, the "Credit Agreement"), pursuant to which the Banks agreed to provide a revolving credit facility of up to $800,000,000 for the Borrower; and 



        WHEREAS, the Borrower has requested that the Agent, the Senior Managing Agents, the Managing Agents, the Co-Agents, the
Co-Documentation Agents, the Syndication Agent and the Banks consent to certain amendments to the Credit Agreement relating to a new 364-Day Agreement; and 


        WHEREAS, subject to the terms and conditions specified below, the Agent, the Senior Managing Agents, the Managing Agents, the
Co-Agents, the Co-Documentation Agents, the Syndication Agent and the Banks signatory hereto are willing to consent to the requested amendments; 



        NOW, THEREFORE, in consideration of the mutual covenants and the fulfillment of the conditions set forth herein, the parties hereto do
hereby agree as follows: 


        1.    Definitions.
Any capitalized term used herein without definition shall have the meaning set forth in the Credit Agreement. 


        2.    Amendments
to the Credit Agreement. Subject to the terms and conditions set forth herein, the Credit Agreement is hereby amended as follows: 



        (a)  The
definition of 364-Day Agreement set forth in Section 1.01 is hereby amended and restated in its entirety to read as follows: 



        "364-Day
Agreement" means the 364-Day Credit Agreement dated as of June 18, 2002 among the Borrower, the Banks party thereto from time to time, the senior
managing agents, managing agents, co-agents, co-documentation agents and co-syndication agents listed therein, and Bank of America, N.A., as administrative agent,
as the same may be amended or restated from time to time in accordance with the terms thereof, or any successor 364-day facility that the Borrower may enter into in replacement thereof. 





        3.    Conditions
Precedent. This Amendment shall become effective only upon the receipt by the Agent of the following, in form and substance
satisfactory to the Agent: 



        (a)  executed
counterparts of this Amendment executed by the Borrower and the Required Banks; 


        (b)  an
executed 364-Day Agreement, with all conditions precedent listed therein satisfied;

 


        (c)  Receipt
by the Agent of all documents it may reasonably request relating to the existence of the Borrower, the corporate authority for and the validity of this
Amendment, and any other matters relevant hereto, all in form and substance satisfactory to the Agent. 




        4.    Representations
and Warranties. In order to induce the Agent, the Senior Managing Agents, the Managing Agents, the Co-Agents, the
Co-Documentation Agents and the Syndication Agent to enter into this Amendment, the Borrower represents and warrants to the Agent, the Senior Managing Agents, the Managing Agents, the
Co-Agents, the Co-Documentation Agents, the Syndication Agent and the Banks as follows: 


        No
Default or Event of Default has occurred and is continuing. 


        5.    Full
Force and Effect of this Amendment. Except as hereby specifically amended, modified or supplemented, the Credit Agreement and the Notes
are hereby confirmed and ratified in all respects by each party hereto and shall be and remain in full force and effect according to their respective terms. 


        6.    Counterparts.
This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one and the same instrument. 


        7.    Governing
Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the state of New York. 


        8.    Enforceability.
Should any one or more of the provisions of this Amendment be determined to be illegal or unenforceable as to one or more of
the parties hereto, all other provisions nevertheless shall remain effective and binding on the parties hereto. 



[Signature pages follow.]









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



	 	 	TARGET CORPORATION
	WITNESS:	 	 	 	 
	 	 	 	 	 
	    
	 	By:	 	/s/ Sara J. Ross

	 	 	Name:	 	Sara J. Ross

	    
	 	Title:	 	Assistant Treasurer
 1000 Nicollet Mall

Minneapolis, Minnesota 55403

Attention: Assistant Treasurer

Telecopy number: (612) 761-5573
	 	 	 	 	 
	 	 	 	 	 
	 	 	BANKS:
	 	 	 	 	 
	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 	 	 	 	 
	 	 	By:	 	/s/ Amy Krovocheck

	 	 	Name:	 	Amy Krovocheck

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 
	 	 	BANK ONE, NA
	 	 	 	 	 
	 	 	By:	 	/s/ Vincent R. Henchek

	 	 	Name:	 	Vincent R. Henchek

	 	 	Title:	 	Director

	 	 	 	 	 
	 	 	 	 	 
	 	 	CITICORP USA, INC.
	 	 	 	 	 
	 	 	By:	 	/s/ Jean M. Bahnke

	 	 	Name:	 	Jean M. Bahnke

	 	 	Title:	 	Vice President





 

	 	 	 	 	 
	 	 	 	 	 
	 	 	FLEET NATIONAL BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Kathleen A. Dimock

	 	 	Name:	 	Kathleen A. Dimock

	 	 	Title:	 	Director

	 	 	 	 	 
	 	 	 	 	 
	 	 	HSBC BANK USA
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Teri Streusand

	 	 	Name:	 	Teri Streusand

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	ROYAL BANK OF CANADA
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,

  CHICAGO BRANCH
	 	 	 	 	 
	 	 	By:	 	/s/ Patrick McCue

	 	 	Name:	 	Patrick McCue

	 	 	Title:	 	Vice President and Manager

	 	 	 	 	 
	 	 	 	 	 
	 	 	MIZUHO CORPORATE BANK, LIMITED
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 




 

	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION
	 	 	 	 	 
	 	 	By:	 	/s/ Scott D. Bielde

	 	 	Name:	 	Scott D. Bielde

	 	 	Title:	 	Vice President and Senior Banker

	 	 	 	 	 
	 	 	By:	 	/s/ Christopher A. Cudak

	 	 	Name:	 	Christopher A. Cudak

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 
	 	 	STANDARD CHARTERED BANK
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	 	 	 	 	 
	 	 	 	 	 
	 	 	STATE STREET BANK AND TRUST

  COMPANY
	 	 	 	 	 
	 	 	By:	 	/s/ Elizabeth F. Ryan-Catalano

	 	 	Name:	 	Elizabeth F. Ryan-Catalano

	 	 	Title:	 	Assistant Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	STANDARD FEDERAL BANK N.A.

(formerly known as Michigan National Bank)
	 	 	 	 	 
	 	 	By:	 	/s/ Jason W. Bierlein

	 	 	Name:	 	Jason W. Bierlein

	 	 	Title:	 	Assistant Vice President

	 	 	 	 	 
	 	 	 	 	 




 

	 	 	SUNTRUST BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Linda L. Dash

	 	 	Name:	 	Linda L. Dash

	 	 	Title:	 	Director

	 	 	 	 	 
	 	 	 	 	 
	 	 	WACHOVIA BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Beth Rue

	 	 	Name:	 	Beth Rue

	 	 	Title:	 	Assistant Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	BNP PARIBAS
	 	 	 	 	 
	 	 	By:	 	/s/ Jo Ellen Bender

	 	 	Name:	 	Jo Ellen Bender

	 	 	Title:	 	Managing Director

	 	 	 	 	 
	 	 	By:	 	/s/ Peter Labrie

	 	 	Name:	 	Peter Labrie

	 	 	Title:	 	Central Region Manager

	 	 	 	 	 
	 	 	 	 	 
	 	 	COMERICA BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Timothy O'Rourke

	 	 	Name:	 	Timothy O'Rourke

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	NATIONAL CITY BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Brian T. Strayton

	 	 	Name:	 	Brian T. Strayton

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	BANCA DI ROMA—CHICAGO BRANCH
	 	 	 	 	 
	 	 	By:	 	 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	





 


	 	 	 	 	 
	 	 	 	 	 
	 	 	FIFTH THIRD BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Andy Buschle

	 	 	Name:	 	Andy Buschle

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	UMB BANK, N.A.
	 	 	 	 	 
	 	 	By:	 	/s/ Robert P. Elbert

	 	 	Name:	 	Robert P. Elbert

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	HIBERNIA NATIONAL BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Andrew Booth

	 	 	Name:	 	Andrew Booth

	 	 	Title:	 	Vice President

	 	 	 	 	 
	 	 	 	 	 
	 	 	ALLFIRST BANK
	 	 	 	 	 
	 	 	By:	 	/s/ Stewart T. Shettle

	 	 	Name:	 	Stewart T. Shettle

	 	 	Title:	 	Vice President