EXHIBIT
(10)L


 


TARGET CORPORATION


 


SMG
EXECUTIVE DEFERRED COMPENSATION PLAN


 


ARTICLE
I


 


GENERAL


 


Sec. 1.1  Name
of Plan. The name of the Plan set forth herein is the Target Corporation
SMG Executive Deferred Compensation Plan. It is referred to herein as the “Plan.”


 


Sec. 1.2  Purpose.
The purpose of the Plan is to provide a means whereby Target Corporation (the “Company”)
may afford financial security to a select group of Employees of the Company and
its subsidiaries who have rendered and continue to render valuable services to
the Company or its subsidiaries and who make an important contribution towards
the Company’s continued growth and success, by providing for additional future
compensation so that such Employees may be retained and their productive efforts
encouraged.


 


Sec. 1.3  Effective
Date. The Effective Date of the Plan is January 1, 1997.


 


Sec. 1.4  Company.
“Company” means all of the following:


 


(a)           Target
Corporation, a Minnesota corporation.


 


(b)           Any successor of Target
Corporation (whether direct or indirect, by purchase of a majority of the
outstanding voting stock of Target Corporation or all or substantially all of
the assets of Target Corporation, or by merger, consolidation or otherwise).


 


(c)           Any person that becomes
liable for the obligations hereunder of the entities specified in (a) and (b)
above by operation of law.


 


Sec. 1.5  Participating
Employers. The Company is a Participating Employer in the Plan. With the
consent of the Company, by action of the Board or any duly authorized officer,
any wholly-owned subsidiary of the Company may, by action of its board of
directors or any duly authorized officer, also become a Participating Employer
in the Plan effective as of the date specified by it in its adoption of the
Plan; but the subsidiary shall cease to be a Participating Employer on the date
it ceases to be a wholly-owned subsidiary of the Company. The other
Participating Employers on the Effective Date are:


 

















 


	
  Dayton’s Commercial
  Interiors, Inc.

  (Minnesota)

  	
   

  	
  Rivertown
  Trading Company (Minnesota) (April 15, 1998)

  
	
   

  	
   

  	
   

  
	
  Dayton’s Travel
  Service, Inc.

  	
   

  	
  The Daily Planet
  Company (April 15, 1998)

  
	
   

  	
   

  	
   

  
	
  Mervyn’s
  (California)

  	
   

  	
  High Bridge
  Company (April 15, 1998)

  
	
   

  	
   

  	
   

  
	
  Dayton Hudson
  Brands, Inc. (February 1,

  1999)

  	
   

  	
  High Bridge
  Music Company (April 15, 1998)

  
	
   

  	
   

  	
   

  
	
  DHC Milwaukee,
  Inc. (Wisconsin)

  	
   

  	
  The Associated
  Merchandising Corporation — only U.S. based employees who pay U.S. income
  taxes (January 1, 1999)

  
	
  DHC Wisconsin,
  Inc. (Wisconsin)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Marshall Field
  & Company (Delaware)

  	
   

  	
  Mervyn’s Brands,
  Inc. (August 1, 1999)

  
	
   

  	
   

  	
   

  
	
  Marshall Field
  Stores, Inc. (Delaware)

  	
   

  	
  target.direct
  LLC (date company first hired employees)

  
	
   

  	
   

  	
   

  
	
  Retailers
  National Bank

  	
   

  	
  Hometown America
  (date company first hired employees)

  
	
   

  	
   

  	
   

  
	
  Northern
  Fulfillment Services Company

  (date company first hired employees)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Target Customs
  Brokers, Inc. (date company first hired employees)

  	
   

  	
   

  



 


Sec. 1.6  Construction
and Applicable Law. The Plan is intended to be an unfunded benefit plan
maintained for the purpose of providing deferred compensation for a select
group of management or highly compensated Employees, subject to the applicable
requirements of ERISA. The Plan shall be administered and construed
consistently with said intent. It shall also be construed and administered
according to the laws of the State of Minnesota to the extent such laws are not
preempted by laws of the United States of America. All controversies, disputes
and claims arising hereunder shall be submitted to the United States District
Court for the District of Minnesota.


 


Sec. 1.7  Rules
of Construction. The Plan shall be construed in accordance with the
following:


 


(a)           Headings at the
beginning of articles and sections hereof are for convenience of reference,
shall not be considered as part of the text of the Plan and shall not influence
its construction.


 


(b)           Capitalized terms used
in the Plan shall have their meaning as defined in the Plan unless the context
clearly indicates to the contrary.


 


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(c)           All pronouns and any
variations thereof shall be deemed to refer to the masculine or feminine as the
identity of the person or persons may require. As the context may require, the
singular may be read as the plural and the plural as the singular.


 


(d)           Use of the words “hereof,”
“herein,” “hereunder” or similar compounds of the word “here” shall mean and
refer to the entire Plan unless the context clearly indicates to the contrary.


 


(e)           The provisions of the
Plan shall be construed as a whole in such manner as to carry out the
provisions thereof and shall not be construed separately without relation to
the context.


 


Sec. 1.8  Supplements. Some Plan provisions that have
application to a limited number of Participants or that otherwise do not apply
equally to all Plan participants may be described in a Supplement to the Plan. In
the event of a conflict between the terms of a Plan Supplement and the terms of
the remainder of the Plan, the terms of the Plan Supplement will control.


 


ARTICLE II


 


DEFINITIONS


 


Sec. 2.1  Base
Salary. “Base Salary” is the salary an Employee is expected to earn in a
Benefit Deferral Period, assuming the Employee is employed for the full Benefit
Deferral Period.


 


Sec. 2.2  Beneficiary.
“Beneficiary” means the person or persons designated as such in accordance with
Article VI.


 


Sec. 2.3  Benefit
Deferral Period. “Benefit Deferral Period” means that period of one Plan
Year or such other period as designated by the Committee, as determined
pursuant to Article IV over which a Participant defers a portion of such
Participant’s Based Salary and/or Bonus.


 


Sec. 2.4  Bonus.
“Bonus” is the bonus under any bonus plan of a Participating Employer. Any part
of a “Bonus” earned in a Benefit Deferral Period, but otherwise payable in the
year following the Benefit Deferral Period, is governed by the deferral
election made for the Benefit Deferral Period.


 


Sec. 2.5  Board.
“Board” means the board of directors of the Company, and includes any committee
thereof authorized to act for said board of directors.


 


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Sec. 2.6  Continuing
Participating Salary. “Continuing Participating Salary” shall be the amount
of compensation during the previous Plan Year necessary to make a Participant a
Highly Compensated Employee for the current Plan Year.


 


Sec. 2.7  Committee.
“Committee” means the Plan Administrative Committee appointed in accordance
with Section 7.1(d) hereof which is authorized by the Board of Directors of the
Company to act on behalf of the Company in accordance with the terms of this
Plan.


 


Sec. 2.8  Credited
Service. “Credited Service” of a Participant means the number of years of
service for vesting purposes a Participant would have under the applicable
defined benefit pension plan of the Company and/or a Participating Employer.


 


Sec. 2.9  Crediting
Rate. “Crediting Rate” means the earnings or losses for a day on Crediting
Rate Alternative(s) available for the Plan.


 


Sec. 2.10  Crediting
Rate Alternative. “Crediting Rate Alternative(s)” means Crediting Rate for
any of the investment fund options available to Participants in the TGT 401(k)
Plan.


 


Sec. 2.11  Cumulative
Deferral Amount. “Cumulative Deferral Amount” means the total cumulative
amount by which a Participant’s Base Salary and/or Bonus must be reduced over
the period prescribed in Section 4.1. If for a Plan Year a Matching Allocation
for a Participant pursuant to the TGT 401(k) cannot be made because the Before
Tax Deposits or After Tax Deposits elected by the Employee are reduced to
comply with the provisions of the TGT 401(k), “Cumulative Deferral Amount” also
includes the amount of the Matching Allocation that cannot be made. “Cumulative
Deferral Amount” also includes amounts transferred from the HCCAP.


 


Sec. 2.12  TGT
401(k) Plan. “TGT 401(k) Plan” or “TGT 401(k)” means the
Target Corporation 401(k) Plan, formerly known as “SRSP” (Dayton Hudson
Corporation Supplemental Retirement, Savings and Employee Stock Ownership
Plan).


 


Sec. 2.13  EMG.
An “EMG” is a member of the Executive Management Group of the Company or a Participating
Employer, as that term is defined by the Vice President of Personnel.


 


Sec. 2.14  Deferral
Account. “Deferral Account” means the accounts maintained on the books of
account of the Company pursuant to Section 4.2.


 


Sec. 2.15  Employee.
“Employee” means a Qualified Employee as that term is defined in the TGT
401(k) Plan.


 


Sec. 2.16  Enhancement.
“Enhancement” means an additional .1667% per month added to each Crediting Rate
Alternative.


 


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Sec. 2.17  Enrollment
Agreement. “Enrollment Agreement” means the agreement entered into by the
Company and an Employee pursuant to which the Employee becomes a Participant in
the Plan. In the sole discretion of the Company, authorization forms filed by
any Participant by which the Participant makes the elections provided for by
this Plan may be treated as a completed and fully executed Enrollment Agreement
for all purposes under the Plan.


 


Sec. 2.18  ERISA.
“ERISA” means the Employee Retirement Income Security Act of 1974, as from time
to time amended.


 


Sec. 2.19  HCCAP.
“HCCAP” is the Company’s Highly Compensated Capital Accumulation Plan.


 


Sec. 2.20  Highly
Compensated Employee. “Highly Compensated Employee” means a “Highly
Compensated Employee” as that term is defined in the TGT 401(k).


 


Sec. 2.21  Named
Fiduciary. The Company and the Vice President of Personnel are “Named
Fiduciaries” for purposes of ERISA with authority to control and manage the
operation and administration of the Plan. Other persons are also Named
Fiduciaries under ERISA if so provided thereunder or if so identified by the
Company, by action of the Board or the Chief Executive Officer. Such other
person or persons shall have such authority to control or manage the operation
and administration of the Plan as may be provided by ERISA or as may be
allocated by the Company, by action of the Board, the Chief Executive Officer,
or the Vice President of Personnel.


 


Sec. 2.22  Participant.
“Participant” means an eligible Employee who has filed a completed and executed
Enrollment Agreement or authorization form with the Company and is
participating in the Plan in accordance with the provisions of Article IV. “Participant”
also means an Employee of the Company who has a Cumulative Deferral Amount
based on Matching Allocation that could not be made to the TGT 401(k)
Plan.


 


Sec. 2.23  Person.
“Person” means an individual, partnership, corporation, estate, trust or other
entity.


 


Sec. 2.24  Plan
Year. “Plan Year” means the period commencing with the Effective Date and
ending December 31, 1997 and each subsequent calendar year.


 


Sec. 2.25  Rate
of Return Alternative Change Form. “Rate of Return Alternative Change Form”
means the form of authorization approved by the Company by which the
Participant notifies the Plan of its choices for Crediting Rate Alternatives
for his account under the Plans.


 


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Sec. 2.26  Signature.
“Signature” or “sign” as used herein shall mean either the Participant’s
written signature or the Participant’s electronic signature evidenced by the
use of an electronic personal identification number.


 


Sec. 2.27  SMG.
A “SMG” is a member of the Senior Management Group of the Company or a
Participating Employer, as that term is defined by the Vice President of
Personnel.


 


Sec. 2.28  Termination
of Employment. The “Termination of Employment” of an Employee from its
Participating Employer for purposes of the Plan shall be deemed to have
occurred one month after the occurrence of the following:  his or her resignation, discharge,
retirement, death, failure to return to active work at the end of an authorized
leave of absence, or the authorized extension or extensions thereof, failure to
return to work when duly called following a temporary layoff, or upon the
happening of any other event or circumstance which, under the policy of his
Participating Employer as in effect from time to time, results in the
termination of the Employer/Employee relationship; provided, however, that “termination
of employment” shall not be deemed to have occurred upon transfer between any
combination of participating employers, affiliates and predecessor employers.


 


Sec. 2.29  Vice
President of Personnel. “Vice President of Personnel” means the most senior
officer of the Company who is assigned responsibility for compensation and
benefits matters or such other officer as may be designated from time to time
by the Board of Directors.


 


Sec. 2.30  Year
of Vesting. A “Year of Vesting” is a full year of participation under HCCAP
or a full year of participation in a deferred compensation plan of the Company.


 


ARTICLE
III


 


ELIGIBILITY


 


Sec. 3.1  Eligibility.
An Employee shall be a Participant while, and only while, he or she is a
regular Employee of a Participating Employer, subject to the following:


 


(a)           An Employee will become
a Participant on the first day of the first Plan Year in which he or she is a
Highly Compensated Employee.


 


(b)           An Employee must be a
SMG or EMG on the first day of the Plan Year, or he or she cannot become a
Participant.


 


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(c)           If an Employee’s Base
Salary is below the Continuing Participating Salary, he or she will continue to
be a Participant, but no further deferrals will be allowed and no TGT
401(k) match will be added to the Cumulative Deferral Amount.


 


(d)           The Employee must
complete an enrollment and sign an insurance consent form in the form that the
Company determines in order to defer Base Salary and/or Bonus. The insurance
consent form will allow the Company to purchase life insurance on the Employee
with the Company as beneficiary.


 


Sec. 3.2  Eligibility
Upon Hire. Notwithstanding anything contained in this Article 3, to the
contrary, if an Employee is initially hired by a Participating Employer as a
SMG or EMG that Employee shall be eligible to be a Participant on his/her date
of employment provided that the Employee has met the requirements of Section
3.1(d). If the Employee does not meet the requirements of Section 3.1(d) on the
date of hire, the Employee must meet the requirements of Section 3.1 to be
eligible to participate in the Plan.


 


Sec. 3.3  No
Guarantee of Employment. Participation in the Plan does not constitute a
guarantee or contract of employment with any Participating Employer. Such
participation shall in no way interfere with any rights a Participating
Employer would have in the absence of such participation to determine the
duration of the Employee’s employment.


 


ARTICLE
IV


 


PARTICIPATION AND
BENEFITS


 


Sec. 4.1  Election
to Participate. Any Employee of a Participating Employer who is eligible to
participate may enroll in the Plan by completing the Enrollment Agreement or
authorization form with the Company in a form acceptable to the Company. Pursuant
to said Enrollment Agreement or authorization form, the Employee shall
irrevocably designate the percentage amount by which the Base Salary and/or the
percentage amount by which the Bonus of such Participant would be reduced over
the Benefit Deferral Period next following the execution of the Enrollment
Agreement; provided, however, that:


 


(a)           Reduction in
Earnings. Except as otherwise provided in this Section 4.1, the Base Salary
and/or Bonus of the Participant for the Benefit Deferral Period shall be
reduced by the amount specified in the Enrollment Agreement (including any
authorization form) applicable to such Plan Year.


 


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(b)           Maximum Reduction in
Earnings. A Participant may not elect a Cumulative Deferral Amount that
would cause the reduction in Base Salary in any Plan Year to exceed eighty
percent (80%) of the Base Salary and eighty percent (80%) of the Bonus payable
during such Plan Year or such greater amount or percent of base pay and/or
incentive pay or greater total amount as the Company may permit in its sole
discretion. In no event can Base Salary be reduced below one hundred and ten
percent (110%) of the Continuing Participating Salary in the previous Plan Year.
In the event that a Participant elects a Cumulative Deferral Amount that would violate
the limitation described in this paragraph (b), the election shall be valid
except that the Cumulative Deferral Amount so elected shall automatically be
reduced to comply with such limitation, whichever is most appropriate in the
sole discretion of the Company.


 


(c)           Mid-Year Elections
to Participate. Notwithstanding any provision of the Plan to the contrary,
an Employee who met the requirements of Sec. 3.1(a), (b) and (c) on the first
day of the Plan Year, but who did not file an Enrollment Agreement prior to the
Benefit Deferral Period commencing on that date, may file an Enrollment
Agreement in advance of July 1 of that year during a period specified by the
Committee and in accordance with such rules as the Committee may establish,
which shall be effective as of July 1, and shall apply to the Participant’s
Base Salary for the last six months of the Plan Year. Any Enrollment Agreement
made under this subsection (c) shall not apply to any Bonus payable to the
Participant with respect to the Benefit Deferral Period in which the Agreement
is filed.


 


Sec. 4.2  Deferral
Accounts. The Company shall establish and maintain separate Deferral
Accounts for each Participant. The amount by which a Participant’s Base Salary
or Bonus are reduced pursuant to Section 4.1 shall be credited by the Company
to the Participant’s Deferral Accounts as soon as administratively possible
after the end of each pay cycle in which such Base Salary or Bonus would
otherwise have been paid. The Participant’s Deferral Account shall be credited
with the annual TGT 401(k) lost Matching Allocation no later than the
last day of January following the year of the lost Matching Allocation. Such
Deferral Accounts shall be debited by the amount of any payments made by the
Company to the Participant or the Participant’s Beneficiary


 


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pursuant to this Plan. A separate Deferral Account shall be maintained
for each type of deferral election made and for each Crediting Rate
Alternative.


 


Sec. 4.3  HCCAP.
All persons who become Participants in this Plan on January 1, 1997 will have
the balance of their HCCAP Account transferred to this Plan effective January
1, 1997. All persons who become Participants in this Plan after January 1, 1997
will have the balance in their HCCAP account transferred on the January 1 they
become Participants. Unless the Participant completes a new election, the
balances of a participant’s HCCAP account shall be deposited in this Plan in
the same Crediting Rate Alternatives and at the same percentages as in the
Participant’s HCCAP account. The Deferral Accounts transferred from HCCAP will
be paid in immediate lump sum payouts after Termination of Employment.


 


Sec. 4.4  Crediting
Rate Alternatives. The Participant shall select the Crediting Rate
Alternatives, using full percentages, that are to be applied to his or her
Deferral Accounts. Participants may change their Crediting Rate Alternatives
daily by completing a Rate of Return Alternative Change Form. If a Participant
does not make an election, the Crediting Rate Alternative will remain the same
as previously chosen by Participant. If Participant has not previously made an
election in HCCAP or under this Plan, the Crediting Rate Alternative will be a
default Crediting Rate Alternative selected by the Committee.


 


Sec. 4.5  Benefit
Payment Elections. At the time a Participant executes an Enrollment
Agreement, he or she must also elect the method of benefit payment and the time
to start the benefit. The elections are to be made for each Plan Year.


 


(a)           Method of Benefit
Payment. Benefits for each Plan Year can be paid in a lump sum, five annual
installments or ten annual installments.


 


(b)           Commencement of
Benefit. The benefit for each Plan Year may be started as soon as possible
following Termination of Employment or one year following Termination of
Employment.


 


(c)           Benefit Payment.
If no form of benefit payment is elected, the method of benefit payment shall
be lump sum.


 


(d)           One-Time Election to
Change Payment Method. A Participant may file with the Committee a one-time
election to change the method and time of payment of the Participant’s existing
benefits under this Plan, subject to the following:


 


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(1)           An election under this
subsection will be effective as of the last day of the second Plan Year
following the Plan Year in which the election is filed; provided that the
Participant’s Termination of Employment has not occurred prior to that
effective date.


 


(2)           An election under this
subsection will apply to all of the Participant’s Deferral Accounts outstanding
on the effective date of the election, as determined under paragraph (1)
including any Account attributable to deferrals of Base Salary during the Plan
Year preceding said effective date. However, the election will not apply to
deferrals of any Bonus for the Plan Year preceding said effective date, or to
deferrals of Base Salary or Bonuses for the Plan Year containing the effective
date of the election or subsequent Plan Years.


 


(3)           Upon the effective date
of an election under this subsection, the method of payment of the benefits
described in paragraph (2) shall be changed to payment in ten annual
installments. The Participant’s election under this subsection must specify
whether said installments are to begin as soon as possible following
Termination of Employment or one year following Termination of Employment.


 


(4)           Only
one election under this subsection may be made by a Participant during the
Participant’s lifetime.


 


Sec. 4.6  Crediting.
Each Deferral Account will be credited on the balance in the Deferral Account
as follows:


 


(a)           Employee.


 


(i)  Crediting
Rate Alternative. Each Deferral Account of an Employee will be credited at
the end of a day on the balance in the Deferral account at the beginning of
that day using the Crediting Rate Alternative.


 


(ii)  Enhancement.
The total balance in all Deferral Accounts on the first day of the month will
be credited at the end of the month at a rate equal to the Enhancement. The
amount will be credited among Participant’s Deferral Accounts at the time the
Enhancement is credited in an amount equal to the proportion which each
Deferral Account has to the Participant’s entire balance. No Enhancement will
be credited


 


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after January 29, 2006 with respect to any Participant
who is an executive committee member as of such date, or with respect to any
fiscal year of the Company for a Participant who becomes an executive committee
member after that date; provided  the
Committee, in its sole discretion, can allow the Enhancement to be credited
with respect to a Participant’s Account during the portion of the fiscal year
of the Company prior to when the Participant initially becomes an executive committee
member.


 


(b)           Terminated Employee.
Each Deferral Account of an Employee who has had a Termination of Employment
will be credited at the end of a day on the balance in the Deferral Account at
the beginning of that day, using the Crediting Rate Alternative.


 


(c)           Vesting. Each
Employee who has a Termination of Employment and does not have five Years of
Vesting will have his or her Deferral Accounts revalued using only the
Crediting Rate Alternative and not receiving the Enhancement. Provided,
however, if an Employee’s Termination of Employment is because of death or
permanent and total disability, or on or after age 65, the Employee will be
treated as if he or she had five years of vesting.


 


Sec. 4.7  Time
of Payment. If a Participant has a Termination of Employment after age 55
or due to an involuntary termination, the Participant’s Deferral Accounts will
be paid pursuant to his or her elections. If a Participant has a Termination of
Employment that does not qualify under the first sentence of this section, the
Participant’s Deferral Accounts will be paid in a lump sum as soon as
administratively possible following Termination of Employment.


 


Sec. 4.8  Statement
of Accounts. The Company shall submit to each Participant, within one
hundred twenty days after the close of each Plan Year, a statement in such form
as the Company deems desirable, setting forth the balance standing to the
credit of each Participant in his Deferral Accounts.


 


ARTICLE
V


 


CERTAIN BENEFIT
PAYMENTS


 


Sec. 5.1  Termination
of Enrollment in Plan. With the written consent of the Company, a
Participant may terminate his or her enrollment in the Plan by filing with the
Company a written request to terminate enrollment. The Company will consent to
the termination of a Participant’s


 


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enrollment in the Plan in the event of an unforeseeable financial
emergency of the Participant. An unforeseeable financial emergency shall mean
an unexpected need for cash arising from an illness, casualty loss, sudden
financial reversal or other such unforeseeable occurrence. Cash needs arising
from foreseeable events such as the purchase of a house or education expenses
for children shall not be considered to be the result of an unforeseeable
financial emergency. Upon termination of enrollment, no further reductions
shall be made in the Participant’s Base Salary or Bonus pursuant to his or her
Enrollment Agreement, and the Participant shall immediately cease to be
eligible for any benefits under the Plan for the current year other than
payments from his or her Deferral Accounts. In its sole discretion, the
Committee may pay the Deferral Accounts on a date earlier than the
Participant’s Termination of Employment with the Participating Employer, in
which event the Committee shall calculate an amount which is appropriate in
accordance with the unforeseeable financial emergency and that amount shall be
paid as if the Participant had a Termination of Employment with the
Participating Employer on the date of such payment.


 


Notwithstanding anything contained hereinto the
contrary in the event Participant makes a hardship withdrawal under the TGT
401(k) Plan or any other qualified plan sponsored by the Company, then the
Participant’s deferrals under this Plan shall be terminated until a period
which is one year from the date on which the hardship withdrawal was taken.


 


Sec. 5.2  Survivor
Benefits


 


(a)           Death While Employed.
If a Participant dies while employed by a Participating Employer, the Company
will pay the amount in his or her Deferral Accounts to the Participant’s
Beneficiary as soon as possible after death in a lump sum.


 


(b)           Death After
Termination of Employment. If a Participant dies after Termination of
Employment, and has not received all of his or her payments, and the
Participant’s Beneficiary is his or her spouse, payments shall be made to the
spouse pursuant to the Participant’s payout elections. If the Participant’s
spouse dies before receiving all payments, the remaining amount in the Deferral
Accounts will be paid in a lump sum as soon as possible after the spouse’s
death to the spouse’s estate. If a Participant dies after Termination of
Employment, has not received all of his or her payments, and the Participant’s
Beneficiary is a Person other than his or her spouse, then payment shall be
made in a lump sum as soon as possible after the Participant’s death.


 


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Sec. 5.3  Small
Benefit. In the event that the Company determines in its sole discretion
that the amount of any benefit is too small to make it administratively
convenient to pay such benefit over time, the Company may pay the benefit in
the form of a lump sum, notwithstanding any provision of this Article or
Article IV to the contrary.


 


Sec. 5.4  Withholding.
To the extent required by the law in effect at the time payments are made, the
Company shall withhold from payments made hereunder or any other payment owing
by the Company to the Participant the taxes required to be withheld by the
federal or any state or local government.


 


Sec. 5.5  Lump
Sum Payout Option. Notwithstanding any other provisions of the Plan, at any
time after Termination of Employment, but not later than ten years after
Termination of Employment of the Participant, a Participant or a Beneficiary of
a deceased Participant may elect to receive an immediate lump sum payment of
100% of the balance of his or her Deferral Accounts, if any, reduced by a
penalty, which shall be forfeited to the Company, equal to eight percent of the
amount of his or her Deferral Accounts he or she elected to receive, in lieu of
payments in accordance with the form previously elected by the Participant, or
provided elsewhere in this Plan. However, the penalty shall not apply if the
Company determines, based on advice of counsel or a final determination by the
Internal Revenue Service or any court of competent jurisdiction, that by reason
of the foregoing provision any Participant or Beneficiary has recognized or
will recognize gross income for federal income tax purposes under this Plan in
advance of payment to him of Plan benefits. The Company shall notify all
Participants (and Beneficiaries of deceased Participants) of any such
determination. Whenever any such determination is made, the Company shall
refund all penalties which were imposed hereunder on account of making lump sum
payments at any time during or after the first year to which such determination
applies (i.e., the first year when gross income is recognized for federal
income tax purposes). Interest shall be paid on any such refunds at Variable
Interest Crediting Rate for each Plan Year, compounded annually. The Committee
may also reduce or eliminate the penalty if it determines that this action will
not cause any Participant or Beneficiary to recognize gross income for federal
income tax purposes under this Plan in advance of payment to him of Plan
benefits.


 


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ARTICLE
VI


 


BENEFICIARY DESIGNATION


 


Each Participant shall have the right, at any time, to
designate any person or persons as Beneficiary or Beneficiaries to whom payment
under this Plan shall be made in the event of the Participant’s death prior to
complete distribution to the Participant of the benefits due under the Plan. Each
Beneficiary designation shall become effective only when filed in writing with
the Company during the Participant’s lifetime on a form prescribed by the
Company.


 


The filing of a new Beneficiary designation form will
cancel all Beneficiary designations previously filed. Any finalized divorce or
marriage (other than a common law marriage) of a Participant subsequent to the
date of filing of a Beneficiary designation form shall revoke such designation
unless in the case of divorce the previous spouse was not designated as Beneficiary
and unless in the case of marriage the Participant’s new spouse had previously
been designated as Beneficiary.


 


If a Participant fails to designate a Beneficiary as
provided above, or if his or her Beneficiary designation is revoked by
marriage, divorce or otherwise without execution of a new designation, or if
all designated Beneficiaries predecease the Participant or die prior to
complete distribution of the Participant’s benefits, then the Company shall
direct the distribution of such benefits to the Participant’s spouse, if any,
and if there is no spouse to the Participant’s estate.


 


ARTICLE
VII


 


ADMINISTRATION OF
PLAN


 


Sec. 7.1  Administration
by Company. The Company is the “administrator” of the Plan for purposes of
ERISA. Except as expressly otherwise provided herein, the Company shall control
and manage the operation and administration of the Plan, make all decisions and
determinations incident thereto and construe the provisions thereof. In
carrying out its Plan responsibilities, the Company shall have discretionary
authority to construe the terms of the Plan. Except in cases where the Plan
expressly requires action on behalf of the Company to be taken by the Board,
action on behalf of the Company may be taken by any of the following:


 


(a)           The Board.


 


(b)           The Chief Executive
Officer of the Company.


 


(c)           The Vice President of
Personnel of the Company.


 


(d)           Any person or persons,
natural or otherwise, or committee, to whom responsibilities for the operation
and administration of the Plan are allocated by the Company, by


 


14

















 


resolution of the Board or by written instrument
executed by the Chief Executive Officer or the Vice President of Personnel of
the Company and filed with its permanent records, but action of such person or
persons or committee shall be within the scope of said allocation.


 


Sec. 7.2  Certain
Fiduciary Provisions. For purposes of the Plan:


 


(a)           Any person or group of
persons may serve in more than one fiduciary capacity with respect to the Plan.


 


(b)           A Named Fiduciary, or a
fiduciary designated by a Named Fiduciary pursuant to the provisions of the
Plan, may employ one or more persons to render advice with regard to any
responsibility such fiduciary has under the Plan.


 


(c)           Any time the Plan has
more than one Named Fiduciary, if pursuant to the Plan provisions fiduciary
responsibilities are not already allocated among such Named Fiduciaries, the
Company, by action of the Board or its chief executive officer, may provide for
such allocation.


 


(d)           Unless expressly
prohibited in the appointment of a Named Fiduciary which is not the Company
acting as provided in Sec. 7.1, such Named Fiduciary by written instrument may
designate a person or persons other than such Named Fiduciary to carry out any
or all of the fiduciary responsibilities under the Plan of such Named
Fiduciary.


 


(e)           A person who is a
fiduciary with respect to the Plan, including a Named Fiduciary, shall be
recognized and treated as a fiduciary only with respect to the particular
fiduciary functions as to which such person has responsibility.


 


Sec. 7.3  Evidence.
Evidence required of anyone under this Plan may be by certificate, affidavit,
document or other instrument which the person acting in reliance thereon
considers to be pertinent and reliable and to be signed, made or presented by
the proper party.


 


Sec. 7.4  Records.
Each Participating Employer, each fiduciary with respect to the Plan and each
other person performing any functions in the operation or administration of the
Plan shall keep such records as may be necessary or appropriate in the
discharge of their respective functions hereunder, including records required
by ERISA or any other applicable law. Records shall be retained as long as
necessary for the proper administration of the Plan and at least for any period
required by ERISA or other applicable law.


 


15

















 


Sec. 7.5  General
Fiduciary Standard. Each fiduciary shall discharge his duties with respect
to the Plan solely in the interests of Participants and with the care, skill,
prudence and diligence under the circumstances then prevailing that a prudent
man acting in a like capacity and familiar with such matters would use in the
conduct of an enterprise of a like character and with like aims.


 


Sec. 7.6  Waiver
of Notice. Any notice required hereunder may be waived by the person
entitled thereto.


 


Sec. 7.7  Agent
for Legal Process. The Company shall be the agent for service of legal
process with respect to any matter concerning the Plan, unless and until the
Company designates some other person as such agent.


 


Sec. 7.8  Indemnification.
In addition to any other applicable provisions for indemnification, the
Participating Employers jointly and severally agree to indemnify and hold
harmless, to the extent permitted by law, each director, officer and Employee
of the Participating Employers against any and all liabilities, losses, costs
or expenses (including legal fees) of whatsoever kind and nature which may be
imposed on, incurred by or asserted against such person at any time by reason
of such person’s services as a fiduciary in connection with the Plan, but only
if such person did not act dishonestly, or in bad faith or in willful violation
of the law or regulations under which such liability, loss, cost or expense
arises.


 


Sec. 7.9  Correction
of Errors. It is recognized that in the operation and administration of the
Plan certain mathematical and accounting errors may be made or mistakes may
arise by reason of factual errors in information supplied to the Company or
Trustee. The Company shall have power to cause such equitable adjustments to be
made to correct for such errors as the Company , in its discretion, considers
appropriate. Such adjustments shall be final and binding on all persons.


 


ARTICLE
VIII


 


AMENDMENT AND
TERMINATION OF PLAN


 


Sec. 8.1 Amendment. The Board may at any time
amend the Plan, in whole or in part, for any reason, including but not limited
to tax, accounting or insurance changes, a result of which may be to terminate
the Plan for future deferrals; provided, however, that no amendment shall be
effective to decrease the benefits, nature or timing thereof payable under the
Plan to any Participant with respect to deferrals made (and benefits thereafter
accruing) prior to the date of such amendment. Notwithstanding the above, the
Board authorizes the Committee to amend the


 


16

















 


Plan to make
changes to the Credit Rate Alternatives by either adding any new or deleting
any existing Crediting Rate Alternatives, to impose limitations on selection
of/or deferral into any Crediting Rate Alternative, or to make any other
amendments to this Plan deemed necessary or desirable by the Committee for the
operation and administration of this Plan provided such amendment does not have
a material financial impact on TGT. Such changes will be considered an
Amendment to this Plan and shall be effective without further action by the
Board. Written notice of any amendment shall be given to each Participant then
participating in the Plan.


 


Sec. 8.2 Automatic Termination of Plan. The
Plan shall terminate only under the following circumstances. The Plan shall
automatically terminate upon (a) a determination by the Company that a final decision
of a court of competent jurisdiction or the U. S. Department of Labor holding
that the Plan is not maintained “primarily for the purpose of providing
deferred compensation for a select group of management or highly-compensated
Employees,” and therefore is subject to Parts 2, 3 and 4 of Title I of ERISA,
would require that the Plan be funded and would result in immediate taxation to
Participants of their vested Plan benefits, or (b) a determination by the
Company that a final decision of a court of competent jurisdiction has declared
that the Participants under the Plan are in constructive receipt under the
Internal Revenue Code of their vested Plan benefits.


 


Sec. 8.3 Payments Upon Automatic Termination. Upon
any Plan termination under Sec. 8.2, the Participants will be deemed to have
terminated their enrollment under the Plan as of the date of such termination. The
Company will pay all Participants the value of each Participant’s Deferral
Accounts in a lump sum, determined as if each Participant had a Termination of
Employment on the date of such termination of the Plan and elected to be paid
as soon as possible following Termination of Employment.


 


Sec. 8.4 Payments Upon Change of Control. Notwithstanding
any provision of this Plan to the contrary, if a “Change of Control” as defined
in the Target Corporation Deferred Compensation Trust Agreement (as it may be
amended from time to time) occurs and results in funding of the trust
established under that Agreement, each Participant (or Beneficiary of a deceased
Participant) will be paid the entire value of his or her Deferral Accounts in a
lump sum, determined as if the Participant had a Termination of Employment on
the date the Change of Control occurs, had at least five Years of Vesting on
that date, and had elected to be paid his or her entire benefit in a lump sum
as soon as possible following Termination of Employment.


 


17

















 


However, this
section shall not apply, and no amounts shall be payable to Participants or
Beneficiaries under this section, in the event the assets of said trust are
returned to the Participating Employers pursuant to the Trust Agreement because
no Change of Control actually occurred.


 


ARTICLE
IX


 


MISCELLANEOUS


 


Sec. 9.1  Unsecured
General Creditor. Participants and their Beneficiaries, heirs, successors
and assigns shall have no legal or equitable rights, claims or interests in any
specific property or assets of the Company or a Participating Employer, nor
shall they be beneficiaries of, or have any rights, claims or interests in any
life insurance policies, annuity contracts or the proceeds therefrom owned or
which may be acquired by the Company (“Policies”). Such Policies or other
assets of Participating Employers shall not be held under any trust (except
they may be placed in a Rabbi Trust) for the benefit of Participants, their
Beneficiaries, heirs, successors or assigns, or held in any way as collateral
security for the fulfilling of the obligations of Participating Employers under
this Plan. Any and all of a Participating Employer’s assets and Policies shall
be, and remain, the general, unpledged, unrestricted assets of the
Participating Employer. Participating Employers obligations under the Plan
shall be merely that of an unfunded and unsecured promise of a Participating
Employer to pay money in the future.


 


Sec. 9.2  Nonassignability.
Neither a Participant nor any other person shall have any right to sell,
assign, transfer, pledge, anticipate, mortgage, commute or otherwise encumber,
hypothecate or convey in advance of actual receipt the amounts, if any, payable
hereunder, or any part thereof, or interest therein which are, and all rights
to which are, expressly declared to be unassignable and non-transferable. No
part of the amounts payable shall, prior to actual payment, be subject to
seizure or sequestration for the payment of any debts, judgments, alimony or
separate maintenance owed by a Participant or any other person, not be
transferable by operation of law in the event of a Participant’s or any other
person’s bankruptcy or insolvency.


 


Sec. 9.3  Protective
Provisions. Each Participant shall cooperate with the Company by furnishing
any and all information requested by the Company in order to facilitate the
payment of benefits hereunder, taking such physical examinations as the Company
may deem necessary and


 


18

















 


taking such other relevant action as may be requested by the Company.
If a Participant refuses so to cooperate, the Company shall have no further
obligation to the Participant under the Plan, other than payment to such
Participant of the cumulative reductions in base salary and or bonus
theretofore made pursuant to this Plan. If a Participant commits suicide during
the two (2) year period beginning on the later of (a) the date of adoption of
this Plan or (b) the first day of the first Plan Year of such Participant’s
participation in the Plan, or if the Participant makes any material
misstatement of information or nondisclosure of medical history, then no
benefits will be payable hereunder to such Participant or his Beneficiary,
other than payment to such Participant of the cumulative reductions in Base
Salary and or Bonus theretofore made pursuant to this Plan, provided, that in
the Company’s sole discretion, benefits may be payable in an amount reduced to
compensate the Company for any loss, cost, damage or expense suffered or
incurred by the Company as a result in any way of such misstatement or
nondisclosure.


 


Sec. 9.4  Validity.
In the event any provision of this Plan is held invalid, void or unenforceable,
the same shall not affect, in any respect whatsoever, the validity of any
other  provision of this Plan.


 


Sec. 9.5  Notice.
Any notice or filing required or permitted to be given to the Company under the
Plan shall be sufficient if in writing and hand delivered, or sent by
registered or certified mail, to the principal office of the Company, directed
to the attention of the President of the Company. Such notice shall be deemed
given as of the date of delivery or, if delivery is made by mail, as of the
date shown on the postmark on the receipt for registration or certification.


 


Sec. 9.6  Applicable
Law. This Plan shall be governed and construed in accordance with the laws
of the State of Minnesota as applied to contracts executed and to be wholly
performed in such state.


 


19

















 


SUPPLEMENT A


 


Benefit Transfer
Credits


 


Sec. A-1. Purpose and Application. The purpose
of this Supplement A to the Target Corporation SMG Executive Deferred
Compensation Plan is to modify and supplement the provisions of this Plan as
they relate to certain participants whose Deferral Accounts are to be credited
with amounts transferred from certain other non-qualified retirement plans
sponsored by the Company.


 


Sec. A-2. Definitions. For purposes of this
Supplement A, each of the following terms have the meaning given it in this
Section:


 


(a)  “ESBP”
means the Target Corporation Post Retirement Executive Survivor Benefit Plan.


 


(b)  “Other Plan”
means any non-qualified deferred compensation plan, arrangement or agreement
maintained by a Participating Employer.


 


(c)  “SPP I”
means the Target Corporation Supplemental Pension Plan I.


 


(d)  “SPP II”
means the Target Corporation Supplemental Pension Plan II.


 


(e)  “SPP III”
means the Target Corporation Supplemental Pension Plan III.


 


Sec. A-3. Deferral Account. A Participant’s
benefit transfer credit or adjustment required under this Supplement A will be
made to his or her Deferral Account.


 


Sec. A-4. ESBP Benefit Transfer Credits.


 


(a)  A
Participant is eligible to receive a One-Time ESBP Benefit Transfer Credit and
annual adjustments thereto under this Sec. A-4 if he or she is a member of the
Target Corporation Corporate Operating Committee on April 30, 2002, had a
vested interest under the Company’s Qualified Plan, was eligible to become a
participant with a survivor benefit under the ESBP (without regard to attaining
retirement age), and executes a Consent and Release waiving all rights to a
benefit under the ESBP.


 


(b)  An eligible
Participant will receive a One-Time ESBP Benefit Transfer Credit as of April
30, 2002 in an amount equal to the actuarial lump sum present value of the
Participant’s survivor benefit under the ESBP as of December 31, 2001,
determined without regard to whether the Participant had an Early or Normal
Retirement under a Qualified Plan within the meaning of the ESBP. The present
value of such survivor benefit will be determined by the Company in its sole
and absolute discretion based on


 


20

















 


interest rate and mortality factors and other
assumptions deemed appropriate by the Company.


 


(c)  A
Participant who has received a One-Time ESBP Benefit Transfer Credit under
Paragraph (b) and who is employed by a Participating Employer during a calendar
year after 2001 will receive an annual adjustment debited or credited to his or
her Deferral Account on or about each April 30, for the preceding calendar year,
beginning on or about April 30, 2003, as provided under this Paragraph (c). For
each calendar year, the annual adjustment will be the difference between (i) an
amount equal to a recalculated hypothetical one-time ESBP transfer credit
determined as of the determination date in the manner provided under Paragraph
(b), above, and (ii) the aggregate amount of the previous ESBP benefit transfer
credits (and debits) to the Participant’s Deferral Account under this Sec. A-4
increased by earnings at a rate equal to the sum of the Stable Value Crediting
Rate Alternative plus an annual two percent rate, from the crediting date
through the determination date. If the amount of the adjustment is positive, a
credit will be made to the Participant’s Deferral Account and if the amount of
the adjustment is negative, a debit equal to such negative amount will be made
to the Deferral Account. The credit or debit will be made as of the
determination date. Notwithstanding the foregoing, a Participant’s final annual
adjustment will be made as soon as administratively practicable following his
or her Termination of Employment.


 


(d)  A
Participant who has a Termination of Employment prior to attaining age 55 will
forfeit that portion of his or her Deferral Account equal to the ESBP Benefit
Transfer Credits under Sec. A-4(b) and (c) of this Supplement A and
corresponding earnings credits equal to the amount that would have been
credited at a rate equal to the sum of the Stable Value Crediting Rate plus an
annual two percent rate.


 


(e) 
Notwithstanding paragraphs (a)-(d) above, with respect to a Participant
who has previously received a One-Time ESBP Benefit Transfer Credit and who has
not provided advance written notice of his or her retirement/termination date,
nor had a Termination of Employment prior to January 11, 2006:


 


(i)            Such
Participant will receive a final annual adjustment as of January 28, 2006 in an
amount equal to the actuarial lump sum present value of the sum of future
estimated annual adjustments related to service after 2005 that would have


 


21

















 


been made until the Participant had attained age 65.
The present value is determined by the Company in its sole and absolute
discretion based on interest rate factors, mortality factors, and other
assumptions deemed appropriate by the Company.


 


(ii)           Such
Participant will be fully vested in their ESBP Transfer Credits as of January
11, 2006.


 


(iii)          Consistent with transition relief allowed
under the proposed regulations of Code section 409A, such Participant will
elect the form of distribution for the final annual adjustment credited as of
January 28, 2006 from the methods identified in Section 4.5(a); provided that:


 


(A) the distribution commences one year following the
Participant’s Termination of Employment,


 


(B) the election must be completed no later than
February 24, 2006, and


 


(C) if no election is received by February 24, 2006,
or the election is not valid because the transition relief allowed under the
proposed regulations of Code section 409A regarding distribution elections in
2006 would not apply, the distribution will be made consistent with the ESBP
distribution election made in 2004 related to adjustments in 2006.


 


In all cases, no ESBP Benefit Transfer Credits will be
made after January 28, 2006.


 


(f)  With
respect to a Participant who has previously received a One-Time ESBP Benefit
Transfer Credit and who has provided advance written notice of his or her
retirement/termination date, or had a Termination of Employment prior to
January 11, 2006, the provisions of paragraphs (a) – (d) above remain in full
force and effect.


 


Sec. A-5. Supplemental Pension Plan Benefit
Transfer Credits.


 


(a)  A
Participant shall receive a Supplemental Pension Plan (SPP) Benefit Transfer Credit
if he or she is an Officer of Target Corporation at a level of Vice President
or higher and is eligible to receive a supplemental pension benefit under SPP
I, SPP II or SPP III.


 


22

















 


(b)  An eligible
Participant will receive a One-Time SPP Benefit Transfer Credit as follows:


 


(i)  For an
eligible Participant who is a member of the Target Corporation Corporate
Operating Committee on April 30, 2002, such Participant will receive a credit
equal to the April 30, 2002 actuarial lump sum present value of the Participant’s
pension benefit(s) under SPP I, SPP II and, SPP III accrued through December
31, 2001.


 


(ii)  For an
eligible Participant on July 31, 2002 who is not included in clause (i), such
Participant will receive a credit equal to the July 31, 2002 actuarial lump sum
present value of the Participant’s pension benefit(s) under SPP I, SPP II and
SPP III accrued through December 31, 2001.


 


(iii)  For an
eligible Participant not included in clause (i) or (ii), such Participant will
receive a credit, on or about the April 30 immediately following the calendar
year in which the Participant becomes eligible under Paragraph (a), in an
amount equal to the actuarial lump sum present value of the Participant’s pension
benefit(s) under SPP I, SPP II and SPP III accrued through the preceding
December 31.


 


The actuarial lump sum present value of such pension
benefit(s) will be determined by the Company in its sole and absolute
discretion using the factors and assumptions deemed appropriate by the Company.


 


(c)  A
Participant who has received a One-Time SPP Benefit Transfer Credit under
Paragraph (b) and who is employed by a Participating Employer during a calendar
year after 2001 will receive an annual adjustment credited or debited to his or
her Deferral Account on or about each April 30, for the preceding calendar
year, beginning on or about April 30, 2003, as provided under this Paragraph
(c). For each calendar year, the annual adjustment will be the difference
between (i) the amount of a recalculated hypothetical one-time SPP benefit
transfer credit determined in the manner provided under Paragraph (b), above,
and (ii) the aggregate amount of the previous SPP benefit transfer credits (and
debits) to the Participant’s Deferral Account under this Sec. A-5 increased by
earnings at a rate equal to the sum of the Stable Value Crediting Rate
Alternative plus an annual two percent rate, from the crediting date through
the determination date; provided that with respect to a Participant who is or
has been an executive committee member, the earnings rate will be equal to the
Stable Value


 


23

















 


Crediting Rate during the period where the Participant
did not receive the Enhancement on his or her Deferral Account. If the amount
of the adjustment is positive, a credit will be made to the Participant’s
Deferral Account; if the amount of the adjustment is negative, the
Participant’s Deferral Account will be debited by such negative amount. The
annual adjustment credit or debit will be made as of the determination date.
Notwithstanding the foregoing, a Participant’s final annual adjustment will be
made and credited as soon as administratively practicable following his or her
Termination of Employment.


 


Sec. A-6. Other Plan Benefit Transfer Credit.


 


(a)  A former
employee of the Company who has a benefit payable under an Other Plan and who,
at the request of the Company, executes an Agreement, Consent and Release (the “Agreement”)
waiving his or her rights to receive all or a portion of his or her benefit
payable under the Other Plan, shall be treated as a Participant eligible to
receive an Other Plan Benefit Transfer Credit as provided in Paragraph (b)
below.


 


(b)  An eligible
Participant shall receive a credit equal to the lump sum present value of all
or a portion of the Participant’s accrued benefit under the Other Plan (the “Affected
Benefit Amount”). The actuarial lump sum present value of the Affected Benefit
Amount shall be determined by the Company in its sole and absolute discretion
based on such factors and assumptions deemed appropriate by the Company and as
otherwise specified in each Agreement. The credit to the Participant’s Deferral
Account shall be made as of the date the Participant executes the Agreement
releasing his or her claim to the Affected Benefit Amount.


 


(c) 
Determination and payment of a Participant’s Other Plan Benefit Transfer
Credit shall be subject to such other conditions, restrictions or modifications
as determined by the Company in its sole and absolute discretion and reflected
in the Agreement. Benefit payments will also be subject to the terms of the SMG
EDCP.


 


Sec. A-7. Benefit Payments.


 


(a)  A
Participant will be provided a one-time election as to the form and
commencement of distribution of his or her Deferral Account attributable to the
One-Time ESBP Benefit Transfer Credit and One-Time SPP Benefit Transfer Credit
on account of a Termination of Employment after age 55 or due to an involuntary


 


24

















 


termination. The election shall be made before the
date the amount is credited to the Participant’s Deferral Account and shall
otherwise be consistent with the provisions of Sec. 4.5 of the Plan.
Thereafter, the provisions of Secs. 4.5 and 4.7 will determine the method and
commencement of benefit payments.


 


(b)  Payment of
the Other Plan Benefit Transfer Credit and related earnings credits to the
Participant shall commence as provided in the Agreement, but not later than the
date the Affected Benefit Amount would have been paid, nor in amounts which are
less than the payments the Participant was receiving or was eligible to receive
under the Other Plan. Payments of a Participant’s Other Plan Benefit Transfer
Credit and related earnings credits will be made in ten annual installments
unless the Company and the Participant have, pursuant to the Agreement,
provided for an accelerated form of payment, or as otherwise provided under the
terms of the SMG EDCP.


 


Sec. A-8. Crediting
Rate Alternative. Amounts credited to a Participant’s Deferral Account
under this Supplement A will be subject to the Stable Value Crediting Rate
Alternative until the Participant selects another Crediting Rate Alternative.”


 


25