SMG EXECUTIVE DEFERRED COMPENSATION PLAN

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:

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 Empl