EXHIBIT (10)N
TARGET CORPORATION
DIRECTOR DEFERRED COMPENSATION PLAN
ARTICLE I
GENERAL
SEC
1.1
NAME OF PLAN. THE NAME OF THE PLAN SET FORTH HEREIN IS THE
TARGET CORPORATION DIRECTOR 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 ALLOW CERTAIN DIRECTORS A WAY TO
DEFER COMPENSATION.
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.
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 CERTAIN DIRECTORS. THE PLAN SHALL BE CONSTRUED AND ADMINISTERED
ACCORDING TO THE LAWS OF THE STATE OF MINNESOTA. 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