Exhibit (10)C

TARGET CORPORATION

DIRECTOR DEFERRED COMPENSATION PLAN

(As amended and restated on September 12, 2007)

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 II

DEFINITIONS

Sec  2.1          Beneficiary .  “Beneficiary” means the person or persons designated as such in accordance with Article VI.

Sec  2.2          Benefit Deferral Period .  “Benefit Deferral Period” means that period of one Plan Year as determined pursuant to Article IV over which a Participant defers a portion of such Participant’s Earnings.

Sec  2.3          Board .  “Board” means the board of directors of the Company, and includes any committee thereof authorized to act for said board of directors.

Sec  2.4          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  2.5          Crediting Rate .  “Crediting Rate” means the earnings or losses for a day on the Crediting Rate Alternative(s) available for the Plan.

Sec  2.6          Crediting Rate Alternative . “Crediting Rate Alternative” means the Crediting Rate for any investment fund options available to Participants of the TGT 401(k) Plan.

Sec  2.7          Cumulative Deferral Amount .  “Cumulative Deferral Amount” means the total cumulative amount by which a Participant’s Earnings must be reduced over the period prescribed in Section 4.1.

Sec  2.8          TGT 401(k) Plan .  “ TGT 401(k) Plan” or “ TGT 401(k)” means the Target Corporation 401(k) Plan, formerly known as the “SRSP” (Dayton Hudson Corporation Supplemental Retirement Savings and Employee Stock Ownership Plan).

Sec  2.9          Deferral Account .  “Deferral Account” means the accounts maintained on the books of account of the Company pursuant to Section 4.2.

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Sec  2.10        Director .  “Director” means any person who is a director of the Company or another Participating Employer but who is not an Employee of a Participating Employer.

Sec  2.11        Earnings .  “Earnings” means the total fees paid to a Participant for service on the Board (or any committee thereof) or on a board of a Participating Employer.

Sec  2.12        Employee .  “Employee” means a Qualified Employee as that term is defined in  the TGT 401(k) Plan.

Sec  2.13        Enhancement .  “Enhancement” means an additional .1667% per month added to each Crediting Rate Alternative.

Sec  2.14        Enrollment Agreement .  “Enrollment Agreement” means the agreement entered into by the Company and a Director pursuant to which the Director 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  2.15        Participant .  “Participant” means an eligible Director 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.

Sec  2.16        Person .  “Person” means an individual, partnership, corporation, estate, trust or other entity.

Sec  2.17        Plan Year .  “Plan Year” means the period commencing with the Effective Date and ending December 31, 1997 and each subsequent calendar year.

Sec  2.18        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  2.19        Retirement .  “Retirement” shall mean when the Director ceases to be a director of all Participating Employers.

Sec  2.20        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.

ARTICLE III

ELIGIBILITY

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

(a)                                  The Director must complete an enrollment and sign an insurance consent form, in the form that the Company determines in order to defer Earnings.  The insurance consent form will allow the Company to purchase life insurance on the Director with the Company as beneficiary.

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Sec  3.2          No Guarantee of Continued Directorship .  Participation in the Plan does not constitute a guarantee or contract with any Participating Employer guaranteeing that the Director will continue to be a director.  Such participation shall in no way interfere with any rights the shareholders of a Participating Employer would have in the absence of such participation to determine the duration of the director’s service.

ARTICLE IV

PARTICIPATION AND BENEFITS

Sec  4.1          Election to Participate .  Any Director of a Participating Employer who is eligible to participate may enroll in the Plan by filing a completed and fully executed Enrollment Agreement or authorization form with the Company.  Pursuant to said Enrollment Agreement or authorization form, the Director shall irrevocably designate a percent by which the Earnings 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 Earnings 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 Earnings to exceed one hundred percent (100%) of Earnings payable during such Plan Year.  In the event that a Participant elects a Cumulative Deferral Amount that would violate the limitation described in this paragraph (c), the election shall be valid except that the Cumulative Deferral Amount so elected shall automatically be reduced to comply with such limitation.

(c)                                   Mid-Year Elections to Participate .  Notwithstanding any provision of the Plan to the contrary, a Director who did not file an Enrollment Agreement prior to the Benefit Deferral Period commencing on the first day of the Plan Year 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 Earnings payable during the last six months of the Plan Year.

Sec  4.2          Deferral Accounts .  The Company shall establish and maintain separate Deferral Accounts for each Participant.  The amount by which a Participant’s Earnings 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 each payment would otherwise have been paid.  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          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.

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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 be a default Crediting Rate Alternative selected by the Committee.

Sec  4.4          Benefit Payment Elections.   At the time a Participant completes 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.

(i)                                      The benefit for each Plan Year may be started as soon as possible following Retirement or one year following Retirement.

(ii)                                   A Participant may elect a lump sum payment as of January 1 of the calendar year elected by the Participant at the time of deferral.  If a Participant has a Retirement prior to the fixed payment date, such amount shall be paid on the earlier of: (A) within 60 days following January 1 in the tenth year following the year of the Retirement, or (B) January 1 of the calendar year elected by the Participant at the time of deferral.  The Plan Administrator will establish Plan Rules, procedures and limitations on establishing the number and times of the fixed payment dates available for Participants to elect.

(iii)                                Consistent with transition relief available under Code section 409A, and subject to Plan Rules, the Plan Administrator, in its sole discretion, may offer an opportunity to Participants to elect to r