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).

“Benefit Plan” means a “defined benefit plan” (as defined in [Section 3(35)] of ERISA) for which any Borrower or any of its Subsidiaries or ERISA Affiliates has been an “employer” (as defined in Section 3(5) of ERISA) within the past six years or, with respect to a Canadian Guarantor, any Canadian Pension Plan.

"Canadian Pension Plan" shall mean a pension plan that is covered by the applicable pension standards laws of any jurisdiction in Canada including the Pension Benefits Act (Ontario) (or a similar legislation of any other Canadian jurisdiction) and the Income Tax Act (Canada) and that is either # maintained or sponsored by any Loan Party for employees or former employees in Canada or # maintained pursuant to a collective bargaining agreement, or other arrangement under which more than one employer makes contributions and to which a Loan Party is making or accruing an obligation to make contributions or has within the preceding five years made or accrued

Section # ERISA Compliance; Canadian Pension Matters 163162

“Foreign Plan” means any employee benefit plan, program, policy, arrangement or agreement maintained or contributed to by, or entered into with, any Loan Party or any Subsidiary with respect to employees employed outside the United States and shall include a Canadian Pension Plan.

“Canadian Pension Event” shall mean the occurrence of any of the following: # Holdings, the Lead Borrower or any Subsidiary initiates any action or filing to voluntarily terminate or wind up (in whole or in part) any Canadian Defined Benefit Plan; # the institution of proceedings by a Governmental Authority to terminate or wind-up (in whole or in part) any Canadian Defined Benefit Plan; # the termination or wind-up (in whole or in part) of any Canadian Defined Benefit Plan; or # the withdrawal of any Loan Party or any Subsidiary from any Canadian Multi-Employer Plan where such withdrawal would give rise to an obligation on the part of Holdings, the Lead Borrower or any Subsidiary to contribute to any unfunded liability in respect thereof.

Canadian Revolving Loans. Subject to the terms and conditions set forth herein, each Canadian Lender severally agrees to make loans (each such loan, a “Canadian Revolving Loan”) in Dollars or Canadian Dollars to any Canadian Borrower from time to time on any Business Day during the Canadian Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of such Canadian Lender’s Canadian Commitment; provided, that, after giving effect to any Canadian Revolving Borrowing, # the Total Canadian Outstandings shall not exceed the Aggregate Canadian Commitments, and # the Canadian Revolving Credit Exposure of any Canadian Lender shall not exceed such Canadian Lender’s Canadian Commitment. Within the limits of each Canadian Lender’s Canadian Commitment, and subject to the other terms and conditions hereof, each Canadian Borrower may borrow Canadian Revolving Loans under this [Section 2.01(b)], prepay Canadian Revolving Loans under [Section 2.05(a)], and reborrow Canadian Revolving Loans under this [Section 2.01(b)]. Canadian Revolving Loans may be Canadian Base Rate Loans, Eurodollar RateTerm SOFR Loans, or Canadian Prime Rate Loans, as further provided herein.

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.

Canadian Tax Restructuring. Notwithstanding anything to the contrary in this Article VII, ​ and its Subsidiaries may consummate the internal restructuring (the “Canadian Tax Restructuring”) of certain Domestic Subsidiaries and certain Foreign Subsidiaries organized in Canada, France and the United Kingdom, in accordance with the steps set forth on [Schedule 7.5] hereto, and any non-material deviations from such steps so long as ​ delivers such Loan Documents, as are reasonably required by the Loan Documents in order to comply with this Agreement. For purposes of this Section 7.5, a “non-material” step or deviation shall mean any step or deviation, as reasonably determined by the Administrative Agent and ​, from the steps outlined in [Schedule 7.5] hereto, that does not reduce the amount of security or recourse provided to the Lenders under the Loan Documents. In no event shall such Canadian Tax Restructuring, if completed as described in this Section 7.5, be deemed to constitute a Default or Unmatured Default.

Furnish [[Organization B:Organization]] with immediate written notice in the event that an ERISA Event or Canadian Pension Termination Event has occurred, together with a written statement describing such ERISA Event or Canadian Pension Termination Event and the action, if any, which such Loan Party has taken, is taking, or proposes to take with respect thereto.

“2012 Pension Plan Assignment Letter” shall mean that certain letter dated November 13, 2012, from Aon Hewitt to Mr. Robert Moussaid, of EFH, which describes the process and methodology of: # assigning pension plan benefits, # calculating pension plan liabilities, # allocating pension plan assets, and # calculating pension costs among the Company, EFH and certain business segments as set forth in such letter.