Ex(10)C  


CONFORMED COPY  


FIRST AMENDMENT TO FIVE-YEAR CREDIT AGREEMENT  


        THIS FIRST AMENDMENT TO FIVE YEAR CREDIT AGREEMENT (this "Amendment") is made and entered into as of
June 20, 2001 (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 20, 2001 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. 




        (b)  Section 2.17(a)(ii) of
the Credit Agreement is hereby amended and restated in its entirety to read as follows: 





"(ii) no
increase in or added Commitments pursuant to this Section 2.17 shall result in combined Commitments exceeding $1,000,000,000 or shall result in the aggregate of the combined
Commitments plus all 364-Day Commitments exceeding $2,000,000,000,"

 







        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/ Stephen C. Kowalke

	 	 	Name:	Stephen C. Kowalke

	    
	 	Title:	Vice President and Treasurer
 777 Nicollet Mall

Minneapolis, Minnesota 55402

Attention: Vice President and Treasurer

Telecopy number: (612) 370-5573
	 	 	 	 
	 	 	 	 
	 	 	BANKS:
	 	 	 	 
	 	 	 	 
	 	 	BANK OF AMERICA, N.A.
	 	 	 	 
	 	 	By:	/s/ Amy Krovocheck

	 	 	Name:	Amy Krovocheck
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	 	By:	/s/ Mark R. Olmon

	 	 	Name:	Mark R. Olmon
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	 	 
	 	 	BANK ONE, NA
	 	 	 	 
	 	 	By:	/s/ Vincent R. Henchek

	 	 	Name:	Vincent R. Henchek
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	CITICORP USA, INC.
	 	 	 	 
	 	 	By:	/s/ Jean Bahnke

	 	 	Name:	Jean Bahnke
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 





 

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

	 	 	Name:	Kathleen A. Dimock
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	 	HSBC BANK USA
	 	 	 	 
	 	 	By:	/s/ Adriana D. Collins

	 	 	Name:	Adriana D. Collins
	 	 	Title:	First Vice President
	 	 	 	 
	 	 	 	 
	 	 	MORGAN GUARANTY TRUST COMPANY

  OF NEW YORK
	 	 	 	 
	 	 	By:	/s/ Margaret T. Lane

	 	 	Name:	Margaret T. Lane
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,

  CHICAGO BRANCH
	 	 	 	 
	 	 	By:	/s/ Patrick McCue

	 	 	Name:	Patrick McCue
	 	 	Title:	Vice President & Manager
	 	 	 	 
	 	 	 	 
	 	 	THE INDUSTRIAL BANK OF JAPAN

  LIMITED
	 	 	 	 
	 	 	By:	/s/ Walter R. Wolff

	 	 	Name:	Walter R. Wolff
	 	 	Title:	Joint General Manager and Group Head
	 	 	 	 
	 	 	 	 




 

	 	 	WELLS FARGO BANK, NATIONAL

ASSOCIATION
	 	 	 	 
	 	 	By:	/s/ Chad M. Kortgard

	 	 	Name:	Chad M. Kortgard
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	 	By:	/s/ Douglas A. Lindstrom

	 	 	Name:	Douglas A. Lindstrom
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 
	 	 	By:	/s/ William M. Barnum

	 	 	Name:	William M. Barnum
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	STANDARD CHARTERED BANK
	 	 	 	 
	 	 	By:	/s/ Peter G.R. Dobbs   /s/ Shafiq Ur Rahman

	 	 	Name:	Peter G.R. Dobbs        Shafiq Ur Rahman
	 	 	Title:	Senior Credit Officer  Senior Vice President
	 	 	 	 
	 	 	 	 
	 	 	STATE STREET BANK & TRUST

  COMPANY
	 	 	 	 
	 	 	By:	/s/ Elizabeth Ryan-Catalano

	 	 	Name:	Elizabeth Ryan-Catalano
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	 	 	 
	 	 	MICHIGAN NATIONAL BANK
	 	 	 	 
	 	 	By:	/s/ Jason W. Bierlein

	 	 	Name:	Jason W. Bierlein
	 	 	Title:	Relationship Manager
	 	 	 	 
	 	 	 	 




 

	 	 	FIRSTAR BANK, N.A.
	 	 	 	 
	 	 	By:	/s/ Mark R. Olmon

	 	 	Name:	Mark R. Olmon
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	By:	 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	 	 
	 	 	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
	 	 	 	 
	 	 	 	 
	 	 	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:	/s/ Stewart T. Shettle

	 	 	Name:	Stewart T. Shettle
	 	 	Title:	Vice President




 


	 	 	 	 
	 	 	 	 
	 	 	NATIONAL CITY BANK
	 	 	 	 
	 	 	By:	/s/ Lisa Mahoney

	 	 	Name:	Lisa Mahoney
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	BANCA DI ROMA—CHICAGO BRANCH
	 	 	 	 
	 	 	By:	/s/ James W. Semonchik

	 	 	Name:	James W. Semonchik
	 	 	Title:	Vice President
	 	 	 	 
	 	 	By:	/s/ Enrico Verdoscia

	 	 	Name:	Enrico Verdoscia
	 	 	Title:	Sr. Vice Pres. & Branch Mgr.
	 	 	 	 
	 	 	 	 
	 	 	FIFTH THIRD BANK
	 	 	 	 
	 	 	By:	/s/ Daniel W. Klus

	 	 	Name:	Daniel W. Klus
	 	 	Title:	Corporate Banking Officer
	 	 	 	 
	 	 	 	 
	 	 	UMB BANK, N.A.
	 	 	 	 
	 	 	By:	/s/ Robert P. Elbert

	 	 	Name:	Robert P. Elbert
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	HIBERNIA NATIONAL BANK
	 	 	 	 
	 	 	By:	/s/ Matthew H. Breaux

	 	 	Name:	Matthew H. Breaux
	 	 	Title:	Portfolio Manager




 

	 	 	AGENT:
	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent
	 	 	 	 
	 	 	By:	/s/ Amy Krovocheck

	 	 	Name:	Amy Krovocheck
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	901 Main Street, 67th Floor

Dallas, Texas 75202

Attention: Ms. Amy Krovocheck

Telecopy Number: (214) 209-0980
	 	 	 	 
	 	 	 	 
	 	 	SYNDICATION AGENT:
	 	 	 	 
	 	 	BANK ONE, NA, as Syndication Agent
	 	 	 	 
	 	 	By:	/s/ Vincent R. Henchek

	 	 	Name:	Vincent R. Henchek
	 	 	Title:	Vice President
	 	 	 	 
	 	 	 	 
	 	 	DOCUMENTATION AGENTS:
	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION,

  as Co-Documentation Agent
	 	 	 	 
	 	 	By:	/s/ Mark R. Olmon

	 	 	Name:	Mark R. Olmon
	 	 	Title:	Senior Vice President
	 	 	 	 
	 	 	 	 
	 	 	CITICORP USA, INC., as Co-Documentation

Agent
	 	 	 	 
	 	 	By:	/s/ Jean Bahnke

	 	 	Name:	Jean Bahnke
	 	 	Title:	Vice President







 


SENIOR MANAGING AGENTS AND MANAGING AGENTS  



	 	 	SENIOR MANAGING AGENTS:
	 	 	 	 
	 	 	FLEET NATIONAL BANK
	 	 	 	 
	 	 	By:	/s/ Kathleen A. Dimock

	 	 	Name:	Kathleen A. Dimock
	 	 	Title:	Director
	 	 	 	 
	 	 	 	 
	 	 	HSBC BANK USA
	 	 	 	 
	 	 	By:	/s/ Adriana D. Collins

	 	 	Name:	Adriana D. Collins
	 	 	Title:	First Vice President
	 	 	 	 
	 	 	 	 
	 	 	MANAGING AGENTS:
	 	 	 	 
	 	 	MORGAN GUARANTY TRUST COMPANY

  OF NEW YORK
	 	 	 	 
	 	 	By:	/s/ Margaret T. Lane

	 	 	Name:	Margaret T. Lane
	 	 	Title:	Vice President
	 	 	 	 
	 	 	THE BANK OF TOKYO-MITSUBISHI, LTD.,

  CHICAGO BRANCH
	 	 	 	 
	 	 	By:	/s/ Patrick McCue

	 	 	Name:	Patrick McCue
	 	 	Title:	Vice President & Manager
	 	 	 	 
	 	 	 	 
	 	 	THE INDUSTRIAL BANK OF JAPAN,

  LIMITED
	 	 	 	 
	 	 	By:	/s/ Walter R. Wolff

	 	 	Name:	Walter R. Wolff
	 	 	Title:	Joint General Manager and Group Head
	 	 	 	 
	 	 	 	 




 

	 	 	WELLS FARGO BANK, NATIONAL

  ASSOCIATION
	 	 	 	 
	 	 	By:	/s/ Chad M. Kortgard

	 	 	Name:	Chad M. Kortgard
	 	 	Title:	Assistant Vice President
	 	 	 	 
	 	 	By:	/s Douglas A. Lindstrom

	 	 	Name:	Douglas A. Lindstrom
	 	 	Title:	Vice President




 

	 	 	CO-AGENTS
	 	 	 	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK
	 	 	 	 
	 	 	By:	/s/ William M. Barnum

	 	 	Name:	William M. Barnum
	 	 	Title:	Vice President