By: /s/ [[Person A:Person]]

[[Person A:Person]]

Corporate Vice President and Chief Human

Resources Officer

Target Pension Plan. “Target Pension Plan” means the tax qualified defined benefit pension plan, established for the benefit of employees eligible to participate therein, and known as the Target Corporation Pension Plan, including any predecessor plan(s) or successor plan.

The Canadian Loan Parties are in compliance with the requirements of the Pension Benefits Act (Ontario) (“PBA”) and other federal or provincial laws with respect to each # Canadian Pension Plan, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and # Canadian Defined Benefit Plan. No fact or situation that may reasonably be expected to result in a Material Adverse Effect exists in connection with any Canadian Pension or Canadian Defined Benefit Plan. No Canadian Pension Termination Event has occurred. No Canadian Loan Party has, or has had in the last 5 years, a Canadian Defined Benefit Plan. The Financial Services Commission of Ontario ("FSCO") has not issued any default or other breach notices in respect of any Canadian Defined Benefit Plan. No lien has arisen, choate or inchoate, in respect of any Canadian Guarantor or their Subsidiaries or their property in connection with any Canadian Pension Plan (save for contribution amounts not yet due).

a Canadian Pension Termination Event shall occur; or there is an appointment by the appropriate Governmental Authority of a replacement administrator to administer any Canadian Defined Benefit Plan; or if any Canadian Defined Benefit Plan shall be terminated or a replacement administrator is appointed; or if a Canadian Loan Party is in default with respect to payments to a Canadian Defined Benefit Plan; or a Canadian Loan Party completely or partially withdraws from a Canadian Defined Benefit Plan which is a multi-employer pension plan, as defined under the applicable pension standards legislation; or any Lien arises (save for contribution amounts not yet due) in connection with any Canadian Pension Plan, which would be reasonably likely to exceed the Threshold Amount.

“Canadian Pension Plan” means a pension plan that is a “registered pension plan” (as defined in the Income Tax Act (Canada)) or that is required to be registered under, or is subject to, the Pension Benefits Act (Ontario) or other Canadian federal or provincial law with respect to pension benefits standards and that is maintained or contributed to by a Loan Party or any of its Subsidiaries for its Canadian employees or former employees, but does not include the Canada Pension Plan or the Quebec Pension Plan as maintained by the Government of Canada or the Province of Quebec, respectively.

Pension Plan-Related Benefits. Upon an Executive’s termination from the Company’s employ under circumstances where he would have been entitled to receive retirement benefits under the Pension Plan prior to its termination, and provided the Executive’s termination from the Company’s employ under such circumstances satisfies the requirements set forth of Section 5.2(c) of this Plan, such Executive shall be entitled to a benefit under this Plan in an amount equal to the difference, if any, between # the lump sum amount that would have been available under the Pension Plan prior to its termination, compared to # the lump sum amount the Pension Plan would have provided prior to its termination if there were no limit on the amount of compensation that could have been considered under the Pension Plan, and no limit on the maximum benefit amount. The lump sum amount considered available to an Executive under the Pension Plan prior to its termination, for purposes of clauses (i) and (ii), above, shall in all cases be determined taking into account the limitations imposed on the Executive’s Pension Plan benefit as a result of amendments to the Pension Plan effective as of: # Midnight, December 31, 2010, freezing accruals under the Pension Plan for all participants other than those governed by [Appendix D] of the Pension Plan and except for the Tulsa Support Services, Engineering and Marketing Departments, and # Midnight, December 31, 2011, freezing all benefit accruals under [Appendix D] of the Pension Plan, and providing that a Pension Plan participant’s “Accrued Benefit” (as defined at such time under the Pension Plan) would not increase beyond the amount earned as of that date. Notwithstanding the foregoing, the amount of the Executive’s Pension Plan-related benefit under this Plan determined with respect to the first calendar year in which he or she is eligible to participate in the Plan shall be calculated as if the Executive first began participating in the Pension Plan and in this Plan on the date on which the Administration Committee determined that the Executive was eligible to participate in this Plan, and any limits (prorated as necessary) on the amount of compensation considered under the Pension Plan or on the maximum benefit amount for such calendar year shall be imposed only on the amounts earned by the Executive after such date. The Administration Committee may credit the Executive’s Account (as described in Section 4.1(c), below) with such amounts as the Administration Committee deems necessary to determine the Pension Plan-related benefits payable to the Executive under this Plan, as described in this Section 4.1(a).

Defined Benefit Pension Plan. If the Executive is a participant in a DB Pension Plan (as defined below), then in addition to the retirement benefits to which the Executive is entitled under each DB Pension Plan (as defined below), the Company shall pay the Executive, not later than five (5) days after the Termination of Employment (or at such later date provided for in Section 2.g. hereof), a lump sum amount, in cash, equal to the excess of # the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the second anniversary of the date of Termination of Employment) as of which the actuarial equivalent of such annuity is greatest) which the Executive would have accrued under the terms of all DB Pension Plans (without regard to any amendment to any DB Pension Plan made subsequent to a Change of Control and on or prior to the date of Termination of Employment, which amendment adversely affects in any manner the computation of retirement benefits thereunder), determined as if the Executive were fully vested thereunder and had accumulated (after the date of Termination of Employment) twenty-four (24) additional months of service credit thereunder and had been credited under each DB Pension Plan during such period with annual compensation equal to the Executive’s compensation (as defined in such DB Pension Plan) during the twelve (12) months immediately preceding date of Termination of Employment or, if higher, during the twelve months immediately prior to the first occurrence of an event or circumstance described in [clause (A), (B), (C), (D) or (E) of Section 1] h.(ii) hereof, over # the actuarial equivalent of the aggregate retirement pension (taking into account any early retirement subsidies associated therewith and determined as a straight life annuity commencing at the date (but in no event earlier than the date of Termination of Employment) as of which the actuarial equivalent of such annuity is greatest) which the Executive had accrued pursuant to the provisions of the DB Pension Plans as of the date of Termination of Employment. For purposes of this Section 2.f., “actuarial equivalent” shall be determined using the same assumptions utilized under the ​ Retirement Plan (or any successor plan) immediately prior to the date of Termination of Employment or, if more favorable to the Executive, immediately prior to the first occurrence of an event or circumstance described in [clause (A), (B), (C), (D) or (E) of Section 1.h.(ii)] hereof.

“Canadian Pension Event” means # the institution of any steps by any Loan Party or any applicable regulatory authority to terminate a Canadian Pension Plan (wholly or in part) if, as a result of such termination, any Loan Party may be required to make an additional contribution to such Canadian Pension Plan, or to incur an additional liability or obligation to such Canadian Pension Plan, equal to or in excess of $1,000,000 or the equivalent thereof in another currency, # failure of Holdings or any Subsidiary to # make all payments with respect to Canadian Pension Plans when due, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect or # operate each Canadian Pension Plan in such a manner that will not incur material liability under the Income Tax Act (Canada) and applicable Canadian Employee Benefits Legislation, except where failure to do so could not reasonably be expected to result in a Material Adverse Effect, or # if any Loan Party maintains, sponsors, administers, contributes to, participates in or assumes or incurs any liability in respect of any Canadian Defined Benefit Plan or amalgamates with any Person if such Person sponsors, administers, contributes to, participates in or has any liability in respect of, any Canadian Defined Benefit Plan.

"Canadian Defined Benefit Plan" shall mean a Canadian Pension Plan for the purposes of any applicable pension benefits standards statute or regulation in Canada which contains a "defined benefit provision" as defined in subsection 147.1(1) of the Income Tax Act (Canada).

Unsuppressed Canadian Availability. As long as there are any Canadian Total Revolving Credit Outstandings, permit the amount equal to the Canadian Borrowing Base minus Canadian Total Revolving Credit Outstandings to be less than $500,000 at any time.