Prepared by MERRILL CORPORATION




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Amended and Restated 02-01-2000

Amended 01-01-2001

Amended and Restated 01-01-2001 


 
 

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)

Dayton's Travel Service, Inc. (Minnesota)

Mervyn's (California)

Dayton Hudson Brands, Inc.

DHC Milwaukee, Inc. (Wisconsin)

DHC Wisconsin, Inc. (Wisconsin)

Marshall Field & Company (Delaware)

Marshall Field Stores, Inc. (Delaware)

Retailers National Bank

target.direct LLC

Target Customs Brokers, Inc.	 	Rivertown Trading Company

The Daily Planet Company

HighBridge Company

HighBridge Music Company

The Associated Merchandising Corporation – only

  U.S. based employees who pay U.S. income taxes.

Mervyn's Brands, Inc.

Northern Fulfillment Services Co.

Hometown America





 
 

       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.



	(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. 



 
 

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. 



 
 

      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. 


 
 

       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. 


 
 

       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.



	(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.



	(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 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:



	(i)
	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. 













  





	(ii)
	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 (i), 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.



	(iii)
	Upon
the effective date of an election under this subsection, the method of payment of the benefits described in paragraph (ii) 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.



	(iv)
	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. 







	(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 fifty-five 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 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. 




 
 

       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. 


 
 

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 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. 


 
 

      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 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. 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 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. 











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TARGET CORPORATION SMG EXECUTIVE DEFERRED COMPENSATION PLAN

ARTICLE I GENERAL


Sec. 1.1 Name of Plan .

Sec. 1.2 Purpose .

Sec. 1.3 Effective Date .

Sec. 1.4 Company .

Sec. 1.5 Participating Employers .

Sec. 1.6 Construction and Applicable Law .

Sec. 1.7 Rules of Construction .


ARTICLE II DEFINITIONS


Sec. 2.1 Base Salary .

Sec. 2.2 Beneficiary .

Sec. 2.3 Benefit Deferral Period .

Sec. 2.4 Bonus .

Sec. 2.5 Board .

Sec. 2.6 Continuing Participating Salary .

Sec. 2.7 Committee .

Sec. 2.8 Credited Service .

Sec. 2.9 Crediting Rate .

Sec. 2.10 Crediting Rate Alternative .

Sec. 2.11 Cumulative Deferral Amount .

Sec. 2.12 TGT 401(k) Plan .

Sec. 2.13 EMG .

Sec. 2.14 Deferral Account .

Sec. 2.15 Employee .

Sec. 2.16 Enhancement .

Sec. 2.17 Enrollment Agreement .

Sec. 2.18 ERISA .

Sec. 2.19 HCCAP .

Sec. 2.20 Highly Compensated Employee .

Sec. 2.21 Named Fiduciary .

Sec. 2.22 Participant .

Sec. 2.23 Person .

Sec. 2.24 Plan Year .

Sec. 2.25 Rate of Return Alternative Change Form .

Sec. 2.26 Signature .

Sec. 2.27 SMG .

Sec. 2.28 Termination of Employment .

Sec. 2.29 Vice President of Personnel .

Sec. 2.30 Year of Vesting .


ARTICLE III ELIGIBILITY


Sec. 3.1 Eligibility .

Sec. 3.2 Eligibility Upon Hire .

Sec. 3.3 No Guarantee of Employment .


ARTICLE IV PARTICIPATION AND BENEFITS


Sec. 4.1 Election to Participate .

Sec. 4.2 Deferral Accounts .

Sec. 4.3 HCCAP .

Sec. 4.4 Crediting Rate Alternatives .

Sec. 4.5 Benefit Payment Elections .




Sec. 4.6 Crediting .

Sec. 4.7 Time of Payment .

Sec. 4.8 Statement of Accounts .


ARTICLE V CERTAIN BENEFIT PAYMENTS


Sec. 5.1 Termination of Enrollment in Plan .


Survivor Benefits


Sec. 5.3 Small Benefit .

Sec. 5.4 Withholding .

Sec. 5.5 Lump Sum Payout Option .


ARTICLE VI BENEFICIARY DESIGNATION


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 .

Sec. 7.2 Certain Fiduciary Provisions .

Sec. 7.3 Evidence .

Sec. 7.4 Records .

Sec. 7.5 General Fiduciary Standard .

Sec. 7.6 Waiver of Notice .

Sec. 7.7 Agent for Legal Process .

Sec. 7.8 Indemnification .

Sec. 7.9 Correction of Errors .


ARTICLE VIII AMENDMENT AND TERMINATION OF PLAN


Sec. 8.1 Amendment .

Sec. 8.2 Automatic Termination of Plan .

Sec. 8.3 Payments Upon Automatic Termination .

Sec. 8.4 Payments Upon Change of Control .


ARTICLE IX MISCELLANEOUS


Sec. 9.1 Unsecured General Creditor .

Sec. 9.2 Nonassignability .

Sec. 9.3 Protective Provisions .

Sec. 9.4 Validity .

Sec. 9.5 Notice .

Sec. 9.6 Applicable Law .