Ex(10)D  


November
1, 2001 


Target
Corporation

777 Nicollet Mall

Minneapolis, MN 55402

Attention: Sara Ross 



	RE:
	Five-year
Credit Agreement dated as of June 22, 2000 by and among Target Corporation, as Borrower, Bank of America, N.A., as Agent, and the Banks party thereto. 




Ladies
and Gentlemen: 


        Reference
is hereby made to the five-year Credit Agreement dated as of June 22, 2000 by and among Target Corporation, as Borrower, Bank of America, N.A., as Agent, and the Banks party
thereto (as amended, supplemented, modified or amended and restated from time to time, the "Credit Agreement"). The Borrower has requested an amendment with respect to Section 9.01 of the Credit
Agreement to allow for the electronic posting of the financial statements, certificates, reports or other information required under certain subsections of Section 5.01 of the Credit Agreement to an
Internet website established by IntraLinks.com or other similarly available electronic media. 


        The
Borrower, the Agent and the Banks hereby agree that Section 9.01 of the Credit Agreement is hereby amended to add the following three sentences to the end thereof: 



        Notwithstanding
any other provision of this Section 9.01, in the case of any communication required by subsections (a), (b), (c), (d), (f), (g) or (i) of Section 5.01, in addition to the
methods of delivery described above, any such communication may be made by the posting of such financial statements, reports, officer's certificates or other information to an Internet website
established by the Agent with IntraLinks, Inc. or other similarly available electronic media (a "Posting Website") or, in the case of information
required under Sections 5.01 (a), (b) and (g) only, by the posting on the Posting Website of the universal resource locator (URL) where such information may be obtained. Upon the initial
establishment of the Posting Website, the Agent shall give notice to each Bank of the URL for the Posting Website in writing by mail or facsimile transmission as described above. Each communication
made by the Borrower pursuant to the second preceding sentence, shall be deemed to have been delivered when the information contained therein is posted to the Posting Website. 










Target
Corporation, Inc.

November 1, 2001

Page 2 


        The
Borrower, the Agent and the Banks hereby further agree that Section 9.03(b) of the Credit Agreement is hereby amended to add the following sentence to the end thereof: 



        No
Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through internet, Intralinks or other similarly available
electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such
Indemnitee has engaged in gross negligence or willful misconduct as determined by a court of competent jurisdiction with respect to the access to such information. 




        None
of the terms or conditions of this Letter Agreement may be changed, modified, waived, or canceled, except as provided in the Credit Agreement. Except as specifically set forth
herein, the Credit Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms. 


        Except
as expressly set forth herein, the amendments provided herein shall not by implication or otherwise limit, constitute a waiver of, or otherwise affect the rights and remedies of
the Banks or the Agent under the Credit Agreement, nor shall they constitute a waiver of any Default or Event of Default, nor shall they alter, modify, amend or in any way affect any of the terms,
conditions, obligations, covenants or agreements contained in the Credit Agreement. Each of the amendments provided herein shall apply and be effective only with respect to the provisions of the
Credit Agreement specifically referred to by such amendment. Except as expressly amended herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof. 


Sincerely
yours, 


Amy
A. Krovocheck

Vice President 



	 	 	ACCEPTED AND AGREED TO
 this 16th day of November, 2001
	

 	
 	
BANK OF AMERICA, N.A.,
 as Agent, as a Bank and as an Issuing Bank
	

 	
 	

By:	
 	

/s/ Amy A. Krovocheck

	 	 	Name: Amy A. Krovocheck

Title: Vice President













Target Corporation, Inc.

November 1, 2001

Page 3 



	 	 	U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

By:	

/s/ Sam S. Pepper, Jr.

	 	 	Name:	Sam S. Pepper, Jr.

	 	 	Title:	Vice President

	

 	
 	

 	

 
	

 	
 	
BANK ONE, NA
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

 	

 
	

 	
 	
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:	

/s/ Anne Serewicz

	 	 	Name:	Anne Serewicz

	 	 	Title:	Senior Vice President

	

 	
 	

 	

 
	

 	
 	
MORGAN GUARANTY TRUST

COMPANY OF NEW YORK
	

 	
 	

By:	

/s/ Teri Streusand

	 	 	Name:	Teri Streusand

	 	 	Title:	Vice President











Target
Corporation, Inc.

November 1, 2001

Page 4 



	 	 	THE BANK OF TOKYO-MITSUBISHI,

LTD., CHICAGO BRANCH
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

 	

 
	

 	
 	
THE INDUSTRIAL BANK OF JAPAN

LIMITED
	

 	
 	

By:	

/s/ Masashi Sakai

	 	 	Name:	Masashi Sakai

	 	 	Title:	General Manager

	

 	
 	

 	

 
	

 	
 	
WELLS FARGO BANK, NATIONAL

ASSOCIATION
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

 	

 
	

 	
 	
THE BANK OF NEW YORK
	

 	
 	

By:	

/s/ William M. Barnum

	 	 	Name:	William M. Barnum

	 	 	Title:	Vice President

	

 	
 	

 	

 
	

 	
 	
STANDARD CHARTERED BANK
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    











Target
Corporation, Inc.

November 1, 2001

Page 5 



	 	 	STATE STREET BANK & TRUST

COMPANY
	

 	
 	

By:	

/s/ Elizabeth Ryan-Catalano

	 	 	Name:	Elizabeth Ryan-Catalano

	 	 	Title:	Assistant Vice President

	

 	
 	

 	

 
	

 	
 	
MICHIGAN NATIONAL BANK
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

 	

 
	

 	
 	
FIRSTAR BANK, N.A.
	

 	
 	

By:	

/s/ Sandra J. Hartay

	 	 	Name:	Sandra J. Hartay

	 	 	Title:	Vice President

	

 	
 	

 	

 
	

 	
 	
SUNTRUST BANK
	

 	
 	

By:	

/s/ Linda L. Dash

	 	 	Name:	Linda L. Dash

	 	 	Title:	Vice President

	

 	
 	

 	

 
	

 	
 	
FIRST UNION NATIONAL BANK
	

 	
 	

By:	

/s/ William F. Fox

	 	 	Name:	William F. Fox

	 	 	Title:	Vice President











Target
Corporation, Inc.

November 1, 2001

Page 6 



	 	 	BNP PARIBAS
	

 	
 	

By:	

/s/ Jo Ellen Bender

	 	 	Name:	Jo Ellen Bender

	 	 	Title:	Director

	

 	
 	

By:	

/s/ Richard L. Sted

	 	 	Name:	Richard L. Sted

	 	 	Title:	Central Region Manager

	

 	
 	

 	

 
	

 	
 	
COMERICA BANK
	

 	
 	

By:	

/s/ Timothy O'Rourke

	 	 	Name:	Timothy O'Rourke

	 	 	Title:	Vice President

	

 	
 	

 	

 
	

 	
 	
ALLFIRST BANK
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

 	

 
	

 	
 	
NATIONAL CITY BANK
	

 	
 	

By:	

/s/ Lisa M. Mahoney

	 	 	Name:	Lisa M. Mahoney

	 	 	Title:	Vice President

	

 	
 	

 	

 
	

 	
 	
BANCA DI ROMA—CHICAGO BRANCH
	

 	
 	

By:	

/s/ Joyce Montgomery

	 	 	Name:	Joyce Montgomery

	 	 	Title:	Vice President

	

 	
 	

By:	

/s/ Enrico Verdoscia

	 	 	Name:	Enrico Verdoscia

	 	 	Title:	Sr. Vice President











Target
Corporation, Inc.

November 1, 2001

Page 7 



	 	 	FIFTH THIRD BANK
	

 	
 	

By:	

/s/ Daniel W. Klus

	 	 	Name:	Daniel W. Klus

	 	 	Title:	Assistant Vice President

	

 	
 	

 	

 
	

 	
 	
UMB BANK, N.A.
	

 	
 	

By:	

    

	 	 	Name:	    

	 	 	Title:	    

	

 	
 	

 	

 
	

 	
 	
HIBERNIA NATIONAL BANK
	

 	
 	

By:	

/s/ Matt Breaux

	 	 	Name:	Matt Breaux

	 	 	Title:	Portfolio Manager






	
ACKNOWLEDGED AND AGREED

this 16th day of November, 2001:	
 	

 
	
TARGET CORPORATION	
 	

 
	

By:	

/s/ Stephen Kowalke
	
 	

 
	Name:	Stephen Kowalke
	 	 
	Title:	Vice President and Treasurer