EXHIBIT (10)S


 


TARGET
CORPORATION


DEFERRED
COMPENSATION TRUST AGREEMENT


 


(As
Amended and Restated Effective January 1, 2005)


 


 


This Agreement is made, effective as of the
1st day of January, 2005, by and between TARGET CORPORATION, a Minnesota
corporation (“Company”) and STATE STREET BANK AND TRUST COMPANY (‘Trustee’);


 


WHEREAS, Company and certain of its wholly-owned
subsidiaries have adopted the non-qualified deferred compensation plans and
certain other programs listed in Appendix A (collectively, the “Plans” and
separately, a “Plan”);


 


WHEREAS, Company, each wholly-owned
subsidiary of Company which participates in a Plan and which has indicated to
the Trustee in writing its acceptance of this Trust (or may so indicate in the
future), and any corporation which succeeds to the position of an employer
hereunder by reason of merger or consolidation, are referred to collectively
herein as “Employers” and individually as an “Employer”;


 


WHEREAS, the Employers have incurred or
expect to incur liability under the terms of the Plans with respect to the
individuals participating in such Plans;


 


WHEREAS, Company has previously established a
trust (hereinafter called “Trust”) to enable the Employers to contribute to the
Trust assets that shall be held therein, subject to the claims of each Employer’s
creditors in the event of an Employer’s Insolvency, as herein defined, until
paid to Plan participants and their beneficiaries in such manner and at such
times as specified in the Plans;


 


WHEREAS, it is the intention of the parties
that this Trust shall constitute an unfunded arrangement and shall not affect
the status of any Plan as an unfunded plan maintained for the purpose of
providing deferred compensation for a select group of management or highly
compensated employees for purposes of Title I of the Employee Retirement Income
Security Act of 1974 (“ERISA”);


 


WHEREAS, it is the intention of Company to
make contributions to the Trust and to cause contributions to be made to the
Trust by other Employers to provide a source of funds to assist in the meeting
of the Employers’ liabilities under the Plans;


 


WHEREAS, the parties have agreed to amend and
restate the Trust Agreement in its entirety to read as set forth herein;


 


NOW, THEREFORE, the parties do hereby amend
and restate the Trust and agree that the Trust shall hereafter be comprised,
held and disposed of as follows:


 

















 


Section 1. Maintenance of Trust.


 


(a)       Company has previously
deposited with Trustee in trust certain amounts which currently constitute the
principal of the Trust and shall continue to be held, administered and disposed
of by Trustee as provided in this Trust Agreement along with such additional
contributions as may be deposited with Trustee in the future.


 


(b)       The Trust hereby
established shall be irrevocable, except to the extent provided in
Section 4.


 


(c)        The Trust is intended to
be a grantor trust, of which each Employer is the grantor with respect to the
portion attributable to its contributions, within the meaning of
subpart E, part I, subchapter J, chapter 1, subtitle A
of the Internal Revenue Code of 1986, as amended, and shall be construed
accordingly. The Company or another Employer shall pay any and all federal,
state or local taxes on the Trust, or any part thereof, and on the income of
the Trust.


 


(d)       The principal of the Trust,
and any earnings thereon shall be held separate and apart from other funds of
the Employers and shall be used exclusively for the uses and purposes of Plan
participants and their beneficiaries and general creditors as herein set forth.
Plan participants and their beneficiaries shall have no preferred claim on, or
any beneficial ownership interest in, any assets of the Trust. Any rights
created under the Plans and this Trust Agreement shall be unsecured contractual
rights of Plan participants and their beneficiaries against the Employers. Any
assets held by the Trust which are attributable to the contributions made by a
particular Employer will be subject to the claims of that Employer’s general
creditors under federal and state law in the event of Insolvency, as defined in
Section 3(a) herein.


 


(e)        Company, in its sole
discretion, may at any time, or from time to time, make (or cause other
Employers to make) additional deposits of cash or other eligible property in
trust with Trustee to augment the principal to be held, administered and
disposed of by Trustee as provided in this Trust Agreement. Neither Trustee nor
any Plan participant or beneficiary shall have any right to compel such
additional deposits.


 


(f)        The following provisions
shall apply in the event of an actual or potential Change of Control as defined
in Section 13(d):


 


(1)       In the event there is
scheduled a duly called shareholders meeting of Company with respect to which
any person or entity has filed a definitive proxy statement with the Securities
and Exchange Commission soliciting proxies to effect at such meeting a Change
of Control of the nature described in Section 13(d)(1) (a “Change of Board
Control”), each Employer shall make contributions to the Trust, no sooner than
three business days or later than one business day prior to the scheduled date
of the meeting, of cash or other eligible property which, together with its
previous contributions to the Trust, have a value equal to the amount required
under paragraph (5), unless the Executive Committee of the Board of Directors
of Company (hereinafter, the “Executive Committee”)


 

















 


determines in its sole discretion, not later than three business days
prior to the scheduled date of the meeting, that the Trust shall not be funded.
However, no such contribution shall be made if, prior to the time the Employer
makes any such contribution, the person or entity filing the definitive proxy
statement has entered into a settlement agreement or has otherwise informed
Company in writing that it will not continue its efforts to effect a Change of
Board Control at such meeting.


 


(2)       In the event a Change of
Control that does not constitute a Change of Board Control occurs prior to any
Change of Board Control, each Employer, as promptly as practicable, but not
sooner than 20 days (subject to extension as hereinafter provided) and not
later than 30 days (subject to extension as hereinafter provided) after a
public announcement of such a Change in Control (the “Contribution Period”),
shall make contributions to the Trust of cash or other eligible property which,
together with its previous contributions to the Trust, have a value equal to
the amount required under paragraph (5), unless the Executive Committee
determines, in its sole discretion, that funding of the Trust shall not occur
and provides a written notice to the Employer of that determination prior to
the earlier of (i) the time the Employer makes the contribution or (ii) a
Change of Board Control. At any time prior to the commencement of the
Contribution Period (or any extension of such commencement date made in
accordance with this sentence), the Executive Committee (if no Change of Board
Control shall have occurred), in its sole discretion, may extend the commencement
date and/or the duration of the Contribution Period (or any previous extension
of either thereof) by written notice to the Employers. In the event a Change of
Board Control occurs before contributions are made under this paragraph (2),
paragraph (1) shall apply to such Change of Board Control.


 


(3)       Any written notice from the
Executive Committee relating to a contribution pursuant to paragraph (1) or (2)
may be modified or withdrawn by a later dated written notice of the Executive
Committee delivered at any time or from time to time prior to the earlier of
(i) the time such contribution is made or (ii) the end of the last day on which
the original notice could have been given in accordance with the provisions of
paragraph (1) or (2).


 


(4)       Neither Trustee nor any
Plan participant or beneficiary shall have any right to compel any
contributions under this subsection (f) or to compel any Employer or the
Executive Committee to take any action under this subsection. In deciding
whether or not to take any action authorized under this subsection (f), the
Executive Committee shall have no fiduciary or other duty to participants and
beneficiaries.


 


(5)       If the Trust is to be
funded pursuant to paragraph (1) or (2), the amount of each Employer’s
contribution shall be 120% of the amount determined by the General Counsel and
the Chief Financial Officer of the Company, in their sole discretion, to be
sufficient to pay the present value of the Employer’s total


 

















 


projected liability under the Plans with respect to participants
employed or formerly employed by that Employer or their beneficiaries, plus two
percent of such amount as a reserve for payment of Trustee fees and expenses of
the Trust. The determination of an Employer’s “total projected liability” under
a Plan for purposes of this paragraph shall be made utilizing the definition
specified in Appendix B applicable to the Plan, if any, and otherwise by
utilizing the assumptions prescribed in Section 13(e).


 


(6)       On or before the date of a
contribution made pursuant to this subsection (f), each Employer shall deliver
to the Trustee a schedule showing its best estimate of the aggregate amount of
benefits payable by it under each Plan.


 


(g)        In the event of a final
and unappealable determination by a court of competent jurisdiction or the
U. S. Department of Labor that one or more Plans do not satisfy the
requirements for being maintained primarily for the purpose of providing
deferred compensation for a select group of management or highly compensated
employees for purposes of Title I of ERISA, Trustee shall immediately
segregate the assets attributable to such Plan or Plans into a separate Trust. Said
separate Trust shall continue to be held and administered by Trustee in
accordance with this Agreement until the provisions applicable to the separate
Trust are amended pursuant to Section 12.


 


(h)       For purposes of this Trust,
“eligible property” means property in one or more of the following categories:


 


(1)       Cash.


 


(2)       Treasury or other government agency securities
not exceeding one year in maturity.


 


(3)       Money market securities.


 


(4)       An ownership interest in the Target Corporation
Credit Card Master Trust, which may be evidenced by, among other things, a
participation or certificates.


 


(5)       In the event that the total of the property
available under paragraphs (1) through (4) is not sufficient to provide the
entire contribution to be made by an Employer under subsection (f), “eligible
property” shall also include unencumbered real property owned by the Employer
with a fair market value that is at least equal to the additional amount
necessary to provide the entire contribution that is to be made.


 


The fair market value of the property to be contributed under
paragraphs (2) through (5) of this subsection shall be determined by the General
Counsel and the Chief Financial Officer of the Company in their sole
discretion, taking into account any reduction in that value that could result
from the lack of an orderly liquidation of a particular item or items of
property.


 

















 


Section 2. Payments to Plan Participants
and Their Beneficiaries.


 


(a)       As soon as reasonably
possible after a Change of Control occurs that results in funding of the Trust
under Section 1(f) (provided that the funding has not been returned to the
Employers pursuant to Section 4), Company’s Director of Executive Compensation
(or his or her successor) shall deliver to Trustee a Payment Schedule showing
the amount payable to each Plan participant or beneficiary under each Plan. Except
as otherwise provided in subsection (d), Trustee shall make payments to the
Plan participants and their beneficiaries in accordance with such Payment
Schedule, and may rely conclusively on such Payment Schedule in making payments.
Trustee shall make provision for the reporting and withholding of any federal,
state or local taxes that may be required to be withheld with respect to the
payment of benefits pursuant to the terms of the Plans and shall pay amounts
withheld to the appropriate taxing authorities or determine that such amounts
have been reported, withheld and paid by the Employers. Trustee may rely on
instructions from Company as to any required withholding and shall be fully
protected hereunder in relying on such instructions. For purposes of the
preceding sentence, a failure by Company to provide any instructions as to
required withholding may be deemed by Trustee to be an instruction by Company
that no withholding is required.


 


(b)       Prior to a Change of
Control described in subsection (a), the entitlement of a Plan participant or
his or her beneficiaries to benefits under the Plans shall be determined by
Company or such party as it shall designate under the Plans, and any claim for
such benefits shall be considered and reviewed under the procedures set out in
the Plans. Company shall make (or cause other Employers to make) payment of
benefits directly to Plan participants or their beneficiaries as they become
due under the terms of the Plans, and Trustee shall have no obligation to make
such payments prior to such Change of Control.


 


(c)        If a Change of Control
occurs that results in funding of the Trust under Section 1(f), notwithstanding
any provision of a Plan to the contrary, the entire benefit to which a Plan
participant or beneficiary is entitled from the Trust shall be distributed in a
lump sum as soon as administratively feasible following the date that amount is
contributed to the Trust pursuant to Section 1(f). However, this subsection
shall not apply if the funding is returned from the Trust to the Employers
pursuant to Section 4.


 


(d)       In the event of a dispute
over a payment under subsection (a) following a Change of Control, a
participant or beneficiary who claims to be entitled to a larger payment from
the Plans than shown in the Payment Schedule may submit a written claim for payment
to Trustee, which shall be processed as follows:


 


(1)       Trustee shall give notice
of the claim to Company. If Trustee receives no notice of response from Company
within 30 days after the date Company is given the notice of claim, Trustee
shall pay the participant or beneficiary the amount claimed from the assets in
the Trust held on behalf of such participant. If a notice of response is
received within such 30 days, Trustee shall consider the claim,


 

















 


including Company’s response. If the merits
of the claim depend on compensation, service or other data in the possession of
Company and such information is not provided to Trustee by Company, Trustee may
rely upon information provided by the participant or beneficiary.


 


(2)       Trustee shall give notice
to the participant or beneficiary and Company of its decision on the claim,
which shall be made within any period applicable to the particular Plan. The
participant or beneficiary shall then pursue the appeals procedure for the
Plan, if any, if he or she wishes to contest Trustee’s decision. Either the
participant or beneficiary (after any applicable claims procedure has been
exhausted) or Company may challenge Trustee’s decision by filing suit in a
court of competent jurisdiction. If no such suit is filed within 60 days after
notice of Trustee’s decision (and exhaustion of any applicable appeals
procedure provided for a Plan), the decision shall become final and binding on
all parties. If the decision is to grant the claim, Trustee shall make payment
to the participant or beneficiary of the appropriate amount; provided, however,
that the amount of any distribution from the Trust shall not exceed the total
amount of assets held in the Trust on behalf of such participant.


 


(3)       Trustee may decline to
decide a claim and may file suit to have the matter resolved by a court of
competent jurisdiction. All of Trustee’s expenses in the court proceeding,
including attorneys’ fees, shall be allowed as administrative expenses of the
Trust.


 


(4)       In the event of a dispute
to be resolved under this subsection (d), Trustee may retain a third party to
review the calculations and the payment amounts and advise Trustee as to the
correct amount to be paid. All expenses of such a third party shall be allowed
as administrative expenses of the Trust.


 


(e)        If payment is made to a
participant or beneficiary under this Section 2, the obligation of the
Employers under the terms of the applicable Plan or Plans shall be extinguished
to the extent of the amount paid. Trustee has no obligation to make payments to
a participant or beneficiary from the Trust under this Section 2 except to the
extent amounts have been contributed to the Trust with respect to such person.


 


Section 3.   Trustee
Responsibility Regarding Payments When Employer is Insolvent.


 


(a)       Trustee shall cease payment
of benefits to Plan participants and their beneficiaries attributable to a
particular Employer if the Employer is Insolvent. An Employer shall be
considered “Insolvent” for purposes of this Trust Agreement if (i) it is unable
to pay its debts as they become due, or (ii) it is subject to a pending
proceeding as a debtor under the United States Bankruptcy Code.


 


(b)       At all times during the
continuance of this Trust, as provided in Section 1(d) hereof, the principal
and income of the Trust attributable to a particular Employer shall be subject


 

















 


to claims of general creditors of that
Employer under federal and state law as set forth below.


 


(1)       The Board of Directors and
the Chief Executive Officer of Company shall have the duty to certify to
Trustee in writing of an Employer’s Insolvency. If a person claiming to be a
creditor of an Employer alleges in writing to Trustee that an Employer has
become Insolvent, Trustee shall determine whether an Employer is Insolvent and,
pending such determination, Trustee shall discontinue payment of benefits to
its Plan participants or their beneficiaries.


 


(2)       Unless Trustee has actual
knowledge of an Employer’s Insolvency, or has received notice from Company or a
person claiming to be a creditor alleging that an Employer is Insolvent,
Trustee shall have no duty to inquire whether an Employer is Insolvent. Trustee
may in all events rely on such evidence concerning each Employer’s solvency as
may be furnished to Trustee and that provides Trustee with a reasonable basis
for making a determination concerning solvency.


 


(3)       If at any time Trustee has
determined that an Employer is Insolvent, Trustee shall discontinue payments to
Plan participants or their beneficiaries and shall hold the assets of the Trust
attributable to that Employer for the benefit of the Employer’s general
creditors. Nothing in this Trust Agreement shall in any way diminish any rights
of Plan participants or their beneficiaries to pursue their rights as general
creditors of Company with respect to benefits due under the Plans or otherwise.


 


(4)       Trustee shall resume the
payment of benefits to Plan participants or their beneficiaries in accordance
with Section 2 of this Trust Agreement only after Trustee has determined that
an Employer is not Insolvent (or is no longer Insolvent).


 


(c)        Provided that there are
sufficient assets, if Trustee discontinues the payment of benefits from the
Trust pursuant to Section 3(b) hereof and subsequently resumes such payments,
the first payment following such discontinuance shall include the aggregate
amount of all payments due to the affected Plan participants or their
beneficiaries under the terms of the Plans for the period of such
discontinuance, less the aggregate amount of any payments made to Plan
participants or their beneficiaries by Company or another Employer in lieu of
the payments provided for hereunder during any such period of discontinuance.


 


Section 4. Payments to Employers.


 


Except as provided in Section 3 or this
Section, Company shall have no right or power to direct Trustee to return to
Company or another Employer or to divert to others any of the Trust assets
before all payments of benefits have been made to Plan participants and their
beneficiaries pursuant to the terms of the Plans and all other obligations of
the Trust, including fees and expenses of Trustee, have been paid. Notwithstanding
the foregoing sentence or anything else in this Trust Agreement to the
contrary, if any Employer is required to contribute assets to the Trust in


 

















 


accordance with Section 1(f), Trustee shall return such assets
plus the earnings attributable to the assets to the Employer upon receipt of
notification from the Executive Committee of the Board of Directors of Company
that it has determined that the anticipated Change of Control will not occur
and determination by Trustee that a Change of Control has not in fact occurred.


 


Section 5. Investment Authority.


 


(a)       In no event may Trustee
invest in assets other than eligible property as defined in Section 1(h). All
rights associated with assets of the Trust shall be exercised by Trustee or the
person designated by Trustee, and shall in no event be exercisable by or rest
with Plan participants.


 


(b)       Company shall have the
right, at any time, and from time to time in its sole discretion, to substitute
assets of equal fair market value for any asset held by the Trust, provided
that the substitute assets also qualify as eligible property under Section 1(h)(1)
– (4).


 


(c)        Trustee shall hold,
manage, invest and otherwise administer the Trust pursuant to the terms of this
Agreement. The Trustee shall be responsible only for contributions actually
received by it hereunder. The amount of each contribution made by the Employers
to the Trust shall be determined in the sole discretion of the Executive
Committee or other persons allocated that responsibility herein, and Trustee
shall have no duty or responsibility with respect thereto. Except as otherwise
specifically agreed to by Trustee, Trustee shall not be responsible for the
administration of any Plan (including without limitation the determination of
Plan participation rights of employees of the Employers and the determination
of benefits of the participants in any Plan). Except to the extent that Trustee
has otherwise specifically agreed in writing, Trustee shall not be responsible,
directly or indirectly, for the investment or reinvestment of the assets of the
Trust, which investment and reinvestment shall be the sole responsibility of
Company; provided, however, that upon a Change of Control, Trustee shall become
responsible for the investment and reinvestment of the assets of the Trust as
elsewhere provided herein. Prior to 
Change of Control, and unless Company and Trustee have mutually agreed
in a separate writing that Trustee shall have and exercise investment
discretion, in either case with respect to all or a portion of the assets of
the Trust, Company shall have complete discretion with respect to the
investment of such assets at all times, and shall direct Trustee accordingly.


 


Section 6. Disposition of Income.


 


During the term of this Trust, all income
received by the Trust, net of expenses and taxes, shall be accumulated and
reinvested in eligible property as defined in Section 1(h).


 


Section 7. Accounting by Trustee.


 


Trustee shall keep accurate and detailed
records of all investments, receipts, disbursements, and other transactions
required to be made, including such specific records as shall be agreed upon in
writing between Company and Trustee. Within 60 days following the close of each
calendar year and within 60 days after the removal or resignation of Trustee,
Trustee shall


 

















 


deliver to Company a written account of its administration of the Trust
during such year or during the period from the close of the last preceding year
to the date of such removal or resignation, setting forth all investments,
receipts, disbursements and other transactions effected by it, including a
description of all securities and investments purchased and sold with the cost
or net proceeds of such purchases or sales (accrued interest paid or receivable
being shown separately), and showing all cash, securities and other property
held in the Trust at the end of such year or as of the date of such removal or
resignation, as the case may be.


 


Section 8. Responsibility of Trustee.


 


(a)       Trustee shall act with the
care, skill, prudence and diligence under the circumstances then prevailing
that a prudent person acting in like capacity and familiar with such matters
would use in the conduct of an enterprise of a like character and with like
aims, provided, however, that Trustee shall incur no liability to any person
for any action taken pursuant to a direction, request or approval given by
Company which is contemplated by, and in conformity with, the terms of the
Plans or this Trust and is given in writing by Company, or for any failure to
take any action in the absence of such a direction, request or approval. The
duties of Trustee shall only be those specifically undertaken pursuant to this
Agreement or by means of a separate written agreement. In the event of a
dispute between Company and a party, Trustee may apply to a court of competent
jurisdiction to resolve the dispute.


 


(b)       The Employers and the Trust
hereby indemnify Trustee against, and agree to hold Trustee harmless from, all
liabilities and claims (including reasonable attorneys’ fees and expenses in
defending against such liabilities and claims) against Trustee as a result of
any breach of fiduciary responsibility by a fiduciary other than Trustee or an
agent of Trustee (excluding any agent which is Company or an agent of Company),
unless Trustee or such agent of Trustee participates knowingly in such breach.


 


(c)        Trustee may consult with
legal counsel (who may also be counsel for Company generally) with respect to
any of its duties or obligations hereunder.


 


(d)       Trustee may hire agents,
accountants, actuaries, investment advisors, financial consultants or other
professionals to assist it in performing any of its duties or obligations
hereunder.


 


(e)        Trustee shall have,
without exclusion, all powers conferred on Trustees by applicable law, unless
expressly provided otherwise herein.


 


(f)        Notwithstanding any powers
granted to Trustee pursuant to this Trust Agreement or pursuant to applicable
law, Trustee shall not have any power that could give this Trust the objective
of carrying on a business and dividing the gains therefrom, within the meaning
of section 301.7701-2 of the Procedure and Administrative Regulations promulgated
pursuant to the Internal Revenue Code.


 

















 


Section 9. Compensation and Expenses of
Trustee.


 


The Employers shall pay all administrative
and Trustee’s fees and expenses in such proportions as Company determines. Unless
and until so paid, such expenses and compensation shall be a charge on the
Trust and shall constitute a lien on the Trust in favor of Trustee. All
payments to, or reimbursements of, Trustee pursuant to this Trust Agreement may
be made without approval or direction of Company.


 


Section 10. Resignation and Removal of
Trustee.


 


(a)       Trustee may resign at any
time by written notice to Company, which shall be effective 60 days after
receipt of such notice unless Company and Trustee agree otherwise.


 


(b)       Trustee may be removed by
Company on 60 days notice or upon shorter notice accepted by Trustee.


 


(c)        Notwithstanding subsection
(b), upon a Change of Control, Trustee may not be removed by Company for three
years.


 


(d)       Upon resignation or removal
of Trustee and appointment of a successor Trustee, all assets shall
subsequently be transferred to the successor Trustee. The transfer shall be
completed within 60 days after receipt of notice of resignation, removal or
transfer, unless Company extends the time limit.


 


(e)        If Trustee resigns or is
removed, a successor shall be appointed, in accordance with Section 11 hereof,
by the effective date of resignation or removal under paragraph(s) (a) or (b)
of this section. If no such appointment has been made, Trustee may apply to a
court of competent jurisdiction for appointment of a successor or for
instructions. All expenses of Trustee in connection with the proceeding shall
be allowed as administrative expenses of the Trust.


 


Section 11. Appointment of Successor.


 


(a)       If Trustee resigns or is
removed in accordance with Section 10(a) or (b) hereof, Company may appoint any
national bank or trust company with capital in excess of $50,000,000 as a
successor to replace Trustee upon resignation or removal. The appointment shall
be effective when accepted in writing by the new Trustee, who shall have all of
the rights and powers of the former Trustee, including ownership rights in the
Trust assets. The former Trustee shall execute any instrument necessary or
reasonably required by Company or the successor Trustee to evidence the
transfer.


 


(b)       The successor Trustee need
not examine the records and acts of any prior Trustee and may retain or dispose
of existing Trust assets, subject to Sections 7 and 8 hereof. The successor
Trustee shall not be responsible for and Company shall indemnify and defend the
successor Trustee from any claim or liability resulting from any action or
inaction of any prior Trustee or from any other past event, or any condition
existing at the time it becomes successor Trustee.


 

















 


Section 12. Amendment or Termination.


 


(a)       This Trust Agreement may be
amended by a written instrument executed by Trustee and Company. Notwithstanding
the foregoing, no such amendment shall conflict with the terms of the Plans or
shall make the Trust revocable after it has become irrevocable in accordance
with Section 1(b) (subject to Sections 3 and 4).


 


(b)       The Trust shall not
terminate until the date on which Plan participants and their beneficiaries are
no longer entitled to benefits pursuant to the terms of the Plans. Upon
termination of the Trust, any assets remaining in the Trust shall be returned
to the Employers in such proportions as Company determines.


 


(c)        Upon written approval of
participants or beneficiaries entitled to payment of benefits pursuant to the
terms of the Plans, Company may terminate this Trust prior to the time all
benefit payments under the Plans have been made. All assets in the Trust at
termination shall be returned to the Employers in such proportions as Company
determines.


 


Section 13. Miscellaneous.


 


(a)       Any provision of this Trust
Agreement prohibited by law shall be ineffective to the extent of any such
prohibition, without invalidating the remaining provisions hereof.


 


(b)       Benefits payable to Plan
participants and their beneficiaries under this Trust Agreement may not be
anticipated, assigned (either at law or in equity), alienated, pledged,
encumbered or subjected to attachment, garnishment, levy, execution or other
legal or equitable process.


 


(c)        This Trust Agreement shall
be governed by and construed in accordance with the laws of the State of
Minnesota, to the extent such laws are not preempted by laws of the United
States of America.


 


(d)       For purposes of this Trust,
a “Change of Control” shall occur if:


 


(1)       a majority of the directors
of Company shall be persons other than persons


 


(i)         for whose election
proxies shall have been solicited by the Board of Directors of Company or


 


(ii)        who are then serving as
directors appointed by the Board of Directors to fill vacancies on the Board of
Directors caused by death or resignation (but not by removal) or to fill newly-created
directorships,


 


(2)       30% or more of the
outstanding Voting Stock (as defined in Article IV of the Restated
Articles of Incorporation, as amended, of Company) of Company is acquired or
beneficially owned (as defined in Article IV of the Restated Articles


 

















 


of Incorporation, as amended, of Company) by
any person (as defined in Article IV of the Restated Articles of
Incorporation, as amended, of Company), or


 


(3)       the shareholders of Company
approve a definitive agreement or plan to


 


(i)         merge or consolidate
Company with or into another corporation (other than (1) a merger or
consolidation with a subsidiary of Company or (2) a merger in which Company is
the surviving corporation and either (A) no outstanding Voting Stock of Company
(other than fractional shares) held by shareholders immediately prior to the
merger is converted into cash (except cash upon the exercise by holders of
Voting Stock of Company of statutory dissenters’ rights), securities, or other
property or (B) all holders of outstanding Voting Stock of Company (other than
fractional shares) immediately prior to the merger (except those that exercise
statutory dissenters’ rights) have substantially the same proportionate
ownership of the Voting Stock of Company or its parent corporation immediately
after the merger),


 


(ii)        exchange, pursuant to a
statutory exchange of shares of Voting Stock of Company held by shareholders of
Company immediately prior to the exchange, shares of one or more classes or
series of Voting Stock of Company for shares of another corporation or other
securities, cash or other property,


 


(iii)       sell or otherwise dispose
of all or substantially all of the assets of Company (in one transaction or a
series of transactions), or


 


(iv)       liquidate or dissolve
Company.


 


(e)       For purposes of this Trust,
the phrase “the present value of the Employer’s total projected liability”
shall be interpreted to require the calculation of such present value to be
done as follows:


 


(1)       By using the methods
specified in Appendix B in the case of the Plans listed in that Appendix.


 


(2)       In the case of a Plan not
listed in Appendix B, by discounting the projected cash flow of each future
year by a rate equal to the then current market yield for U.S. Treasury
securities maturing in said future year. To the extent that said calculation
requires the use of an actuarial equivalent factor reflecting matters other
than interest, said factor shall be determined in accordance with the
provisions then in effect of Section 417(e)(3)(ii)(I) of the Internal Revenue
Code of 1986, as amended, or any successor or substitute provisions of said
Code or its replacement, or if there are no such applicable provisions, the
corresponding factor then being used to calculate immediate lump sum
distributions under the Target Corporation Employees’ Retirement Plan or its
successor.


 

















 


(f)        The Company hereby
represents and warrants to the Trustee that this Trust shall constitute an
unfunded arrangement and shall not affect the status of any Plan as an unfunded
plan maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated employees for purposes of Title I of
ERISA.


 


Section 14. Effective Date.


 


The effective date of this Trust Agreement
shall be January 1, 2005. The original effective date of the Trust was
January 1, 1987.


 


IN WITNESS WHEREOF,  the Company and the Trustee have caused this
Agreement to be executed by their duly authorized officers this            
day of                          ,
2007.


 


	
   

  	
  COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Douglas A. Scovanner

  
	
   

  	
   

  
	
   

  	
  Title

  	
   Executive Vice President
  and Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TRUSTEE

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
     /s/ Kimberly Moynihan

  
	
   

  	
   

  
	
   

  	
  Title

  	
    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
   

  
	
   

  	
   

  
	
   

  	
  Title

  	
   

  
				



 

















 


APPENDIX A


 


The following plans maintained by Company or any other Employer which
has indicated in writing its acceptance of the Trust to Trustee and Company are
“Plans” covered by the Deferred Compensation Trust Agreement:


 


•                  Target
Corporation Deferred Compensation Plan—Senior Management Group


•                  Target
Corporation Deferred Compensation Plan—Directors


•                  Executive
Deferred Compensation Plan


•      SMG Executive Deferred Compensation Plan


•                  Director
Executive Deferred Compensation Plan


•                  Highly
Compensated Capital Accumulation Plan


•                  Supplemental Pension Plan I


•                  Supplemental Pension Plan II


•                  Supplemental Pension Plan III


•                  Supplemental Pension Plan IV


•                  Supplemental Pension Plan V


•                  Excess Benefit
Plan


•                  Pilot
Supplemental Pension


•                  Board of
Director Consulting Fee


 


In addition, the following programs are also “Plans”, but solely with
respect to individuals whose employment or directorship with the Employers has
terminated prior to the date a contribution is required under Section 1(f)
due to a potential Change of Control:


 


•                  Executive
Survivor Benefit Plan


•                  Income
Continuance Policy


•                  SMG Income
Continuance Policy


•                  Excess Long Term
Disability Plan


•                  Severance or
Supplemental Payment Accruals


 

















 


APPENDIX B


Definitions of Plan Liabilities


 


Reference Yield


The yield on Moody’s AA Corporate Bond Index (rounded to the nearest
..1%) as determined by Bloomberg on the day prior to the funding of the Trust. If
this yield information is no longer available from Bloomberg, an alternative
provider of the information will be chosen by the Chief Financial Officer.


 


Deferred Compensation Plan – Senior Management Group and Directors


The present value of all payments expected to be made to participants
and their spouses (or beneficiaries) based on the most recent calculation of
the value of participants’ plan account balances (the “plan valuation”). In
accordance with the plan document, expected payments shall be based on (1) the
participants’ marital status, (2) participants’ and their spouses’ life expectancies
at the time the participants have scheduled to begin receiving payments, (3)
the assumed retirement ages of participants and the time following retirement
that the participants have scheduled to begin receiving payments, (4) the
assumed crediting rate on participants’ account balances, which is equal to the
crediting rate as of the most recent plan valuation, and (5) the accumulated
balances in participants’ accounts as of the latest plan valuation. The
discount rate applied to these expected payments shall be the interest rate
used to calculate interest credited to participants’ plan account balances
during the current plan year less 600 basis points. Should the Trust be
activated after the date of the latest plan valuation (1) the total liability shall
be increased by an amount equal to the total liability as of the latest plan
valuation times the discount rate times the number of days since the latest
plan valuation divided by 365 and (2) the total liability shall be reduced by
the present value of any payments made to participants since the latest plan
valuation.


 


Executive Deferred Compensation Plan


The total value of participants’ balances as of the close of business
on the day preceding the funding of the Trust.


 


Executive Deferred Compensation Plan – Senior Management Group and
Directors


The total value of participants’ balances as of the close of business
on the day preceding the funding of the Trust.


 


Supplemental Pension Plans I and IV


The difference in the present values of all pension annuities that (1)
participants would earn excluding any deferred income, but not taking into
account IRS limits on qualified income, and that (2) participants would earn
excluding any deferred income and taking into account IRS qualified income
limitations. The calculation of this liability is based on the annual actuarial
factors applicable for Supplemental Pension Plans I and IV respectively. Should
the Trust be activated after the date of the latest plan valuation, the amount
of the total liability shall be increased by (1) an amount equal to the total
liability as of the most recent plan valuation times the discount rate used in
that valuation divided by the number of days since the plan valuation was
conducted divided by 365 and (2) service credited since the latest annual
actuarial valuation.


 

















 


Supplemental Pension Plans II and V


The difference in the present values of the pension annuities that (1)
participants would earn if the participants had not deferred any income and (2)
participants would earn excluding any deferred income, after taking into
account any benefits due under Supplemental Pension Plans I or IV. The
calculation of this liability is based on the annual actuarial factors
applicable for Supplemental Pension Plans II and V respectively. Should the
Trust be activated after the date of the latest plan valuation, the amount of
the total liability shall be increased by (1) an amount equal to the total
liability as of the most recent plan valuation times the discount rate used in
that valuation divided by the number of days since the plan valuation was
conducted divided by 365 and (2) service credited since the latest annual
actuarial valuation.


 


Supplemental Pension Plan III


The difference in the present values of the pension annuities that (1) participants
would earn by adding 5 years to their actual ages (but in no case will the
participant’s age be deemed to be greater than age 65) and (2) the benefits
that these participants would earn without such an age adjustment, after taking
into account any benefits due under Supplemental Pension Plans I and II. The
calculation of this liability is based on the annual actuarial factors
applicable for Supplemental Pension Plan III. Should the Trust be activated
after the date of the latest plan valuation, the amount of the total liability
shall be increased by (1) an amount equal to the total liability as of the most
recent plan valuation times the discount rate used in that valuation divided by
the number of days since the plan valuation was conducted divided by 365 and
(2) service credited since the latest annual actuarial valuation.


 


Pilot Supplemental Pension Plan


The present value of all annuity payments either currently committed
to, or expected to be made to, participants between the ages of 55 and 65. The
discount rate applied to the expected annuity payments shall be the discount
rate used in the latest qualified pension plan annual actuarial valuation.


 


Board of Director Consulting Fee


The present value of all consulting fees committed to members of the
Board of Directors as of the date of the Trust’s funding. The discount rate
applied to the committed consulting fees shall be the Reference Yield.


 


Executive Survivor Benefit Plan


The present value of all benefits expected to be paid to the surviving
spouses of participants. Expected payments are calculated based on (1) the
existing pension benefit formula, applied to a Joint and 100% Survivor annuity,
(2) expected growth in participants’ compensation until retirement, which is
equal to the average assumed rate of compensation increase presented in the
Company’s annual report pension footnote, (3) participants’ marital status and
age of their spouses, and (4) the assumed retirement age of participants. For
purposes of calculating the duration of expected annuity payments to surviving
spouses, the differences in the expected lives of participants and their
spouses as of the date of the Trust’s funding shall be used. The discount rate
applied to the expected annuity payments shall be the Reference Yield.


 


 

















Income Continuance Policy (tenure-based)


 


The present value of all ICP (tenure-based) severance agreement
payments committed to at the time of the Trust’s funding. The discount rate
applied to these payments shall be the Reference Yield.


 


SMG Income Continuance Policy


The present value of all SMG ICP severance agreement payments committed
to at the time of the Trust’s funding. The discount rate applied to the
expected annuity payments shall be the Reference Yield.


 


Non-ICP Severance Accruals


The present value of all non-ICP severance agreement payments committed
to at the time o the Trust’s funding. The discount rate applied to the expected
annuity payments shall be the Reference Yield.


 


Excess Long-Term Disability Plan


The present value of all excess long-term disability payments committed
to plan participants at the time of the Trust’s funding, assuming that those
payments continue until the disabled participants reach the age of 65. The
discount rate applied to these projected payments shall be the Reference Yield.