To the Banks party to the Credit Agreement referred to below c/o Bank of America, N.A., as Agent for such Banks

Exhibit (10)R

January 5, 2015

To the Banks party to the Credit Agreement referred to below

c/o Bank of America, N.A., as Agent for such Banks

000 Xxxxxxxx, 00xx Xxxxx, XX0-222-14-03

New York, New York 10038

Attention: Agency Management Group

Re: Confidential Third Amendment of Credit Agreement

Ladies and Gentlemen:

Reference is made to that certain Five Year Credit Agreement dated as of October 14, 2011, as amended, among Target Corporation (the “Borrower”), the Banks (as defined therein) party thereto from time to time, the Co-Documentation Agents and Syndication Agent (each as defined therein) listed therein, and Bank of America, N.A., as administrative agent (as previously amended and as amended hereby, the “Credit Agreement”; capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Credit Agreement).

The Borrower has notified the Agent that Target Canada Co., a Nova Scotia unlimited liability company (“Target Canada”), Target Canada Property LP, an Ontario limited partnership (“Target Canada LP”), and/or Target Canada Property LLC, a Minnesota limited liability company (“Target Canada Property”), and/or one or more of the direct or indirect Subsidiaries of Target Canada (Target Canada Property, Target Canada LP, Target Canada and any and all such direct or indirect Subsidiaries being herein collectively called the “Target Canada Group”) may reorganize or liquidate the business of some or all of the Target Canada Group, including but not limited to commencing proceedings under Canadian or United States bankruptcy laws (a “Target Canada Proceeding”).

The Borrower hereby requests that, notwithstanding anything to the contrary contained in the Credit Agreement, so long as any Target Canada Proceeding is commenced by February 28, 2015, none of:

(i) the commencement, continuation, prosecution or resolution of any Target Canada Proceeding;

(ii) the taking by the Borrower or any of its direct or indirect Subsidiaries (including without limitation any member of the Target Canada Group) of any corporate action in respect of any Target Canada Proceeding or the commencement, continuation, prosecution or resolution thereof;

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(iii) the acceleration of the maturity of any Debt or other obligations of any member of the Target Canada Group as a result of the commencement of a Target Canada Proceeding;

(iv) the failure of any member of the Target Canada Group to pay any of its Debts or other obligations on a timely basis following the commencement of a Target Canada Proceeding;

(v) the occurrence of any other event or condition following the commencement of a Target Canada Proceeding resulting in the acceleration of, or enabling any Person to accelerate, the maturity of any Debt or other obligations of any member of the Target Canada Group;

(vi) the demand for payment by the Borrower or any of its other Subsidiaries, whether based upon guaranty agreements issued by the Borrower or any theory of suretyship, or the commencement or threatened commencement against the Borrower or any of its other Subsidiaries of any action, suit or proceeding seeking payment by such Person, of any Debt or other payment obligations of any member of the Target Canada Group following the commencement of a Target Canada Proceeding, or the failure by the Borrower or any such other Subsidiary to pay any Debt or other payment obligations of any member of the Target Canada Group on a timely basis to the extent the Borrower or such other Subsidiary is contesting its obligation to pay such Debt or other payment obligations in good faith by appropriate proceedings;

(vii) the rendering against any member of the Target Canada Group of any judgments or orders following commencement of a Target Canada Proceeding or the failure of any such judgments or orders to be satisfied or stayed; or

(viii) the taking by any creditors or other third parties of any other actions (including without limitation the commencement or threatened commencement of any other actions, suits or proceedings or the exercise or threatened exercise of any other rights or remedies) against or in respect of any member of the Target Canada Group or the property or assets or any member of the Target Canada Group following the commencement of a Target Canada Proceeding,

shall be deemed to be a breach of the representation set forth in Section 4.05 of the Credit Agreement nor shall be deemed to constitute an Event of Default under Section 6.01(e), Section 6.01(f), Section 6.01(g), Section 6.01(h) or Section 6.01(j) of the Credit Agreement.

By its execution hereof, the Borrower represents and warrants to the Banks, as an inducement to enter into this Amendment, that (a) no event or condition has occurred or exists which constitutes, or with notice or lapse of time or both would constitute, an Event of Default under the Credit Agreement, (b) the representations and warranties of the Borrower contained in the Credit Agreement are true as of the date of this Third Amendment as if made on the date of this

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Third Amendment, (c) this Third Amendment does not conflict with any law, agreement, or obligation by which the Borrower is bound, and (d) this Third Amendment is within the Borrower's powers, has been duly authorized, and does not conflict with any of the Borrower's organizational documents.

This Third Amendment shall become effective when, and only when, the Agent shall have received counterparts of this Third Amendment executed by us and the Required Banks. The amendments set forth in this Third Amendment are subject to the provisions of Section 9.05 of the Credit Agreement.

The Credit Agreement and the Notes are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Third Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Bank or the Agent under the Credit Agreement, nor constitute a waiver of any provision of the Credit Agreement.

This Third Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery of an executed counterpart of a signature page to this Third Amendment by telecopy or .pdf shall be effective as delivery of a manually executed counterpart of this Third Amendment.

[Signature Pages Follow.]

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This Third Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.

	TARGET CORPORATION
	By:	/s/ Xxxx Xxxx
	Name:	Xxxx Xxxx
	Title:	Assistant Treasurer

[SIGNATURE PAGE TO THIRD AMENDMENT]

		ADMINISTRATIVE AGENT:
		BANK OF AMERICA, N.A., as
		Administrative Agent
	By:	/s/ X. Xxxxx Xxxxxxxx
	Name:	X. Xxxxx Xxxxxxxx
	Title:	Director

		BANK OF AMERICA, N.A.
	By:	/s/ X. Xxxxx Xxxxxxxx
	Name:	X. Xxxxx Xxxxxxxx
	Title	Director

		CITIBANK, N.A.
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title	Vice President

		JPMORGAN CHASE BANK, N.A.
	By:	/s/ Xxxxx Xxxxxxx
	Name:	Xxxxx Xxxxxxx
	Title	Managing Director

		XXXXX FARGO BANK, NATIONAL
		ASSOCIATION
	By:	/s/ Xxxx Xxxxxxxxxx
	Name:	Xxxx X. Xxxxxxxxxx
	Title	Director

		U.S. BANK NATIONAL
		ASSOCIATION
	By:	/s/ Xxxxxxx X. Xxxxxxx
	Name:	Xxxxxxx X. Xxxxxxx
	Title	Senior Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT]

		THE BANK OF
		TOKYO-MITSUBISHI, LTD.
	By:	/s/ Xxxxxx Xxxxxxxxxxxx
	Name:	Xxxxxx Xxxxxxxxxxxx
	Title	Authorized Signatory

		BARCLAYS BANK PLC
	By:	/s/ Xxxxxx Xxxxx
	Name:	Xxxxxx Xxxxx
	Title	Vice President

		MIZUHO CORPORATE BANK,
		LTD.
	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title	Authorized Signatory

		XXXXXXX XXXXX BANK USA
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title	Authorized Signatory

		HSBC BANK USA, NATIONAL
		ASSOCIATION
	By:	/s/ Xxxx Xxxxxxxx
	Name:	Xxxx Xxxxxxxx
	Title	Director

		ROYAL BANK OF CANADA
	By:	/s/ Xxxxxx X. Xxxxxxxx XxXxxxxx
	Name:	Xxxxxx X. Xxxxxxxx XxXxxxxx
	Title	Authorized Signatory

[SIGNATURE PAGE TO THIRD AMENDMENT]

		FIFTH THIRD BANK
	By:	/s/ Xxxx X. Xxxxx
	Name:	Xxxx X. Xxxxx
	Title	VP - Corporate Banking

		TORONTO DOMINION
		(NEW YORK) LLC
	By:	/s/ Xxxxxx Xxxxxx
	Name:	Xxxxxx Xxxxxx
	Title	Authorized Signatory

		DEUTSCHE BANK AG NEW YORK
		BRANCH
	By:	/s/ Xxxxxxxx Xxxxxxx
	Name:	Xxxxxxxx Xxxxxxx
	Title	Vice President
	By:	/s/ Xxxxxxx Xxxxxxxx
	Name:	Xxxxxxx Xxxxxxxx
	Title	Managing Director

		STATE STREET BANK & TRUST
		COMPANY
	By:	/s/ Xxxxxx Xxxxxxxx
	Name:	Xxxxxx Xxxxxxxx
	Title	Vice President

		SUMITOMO MITSUI BANKING
		CORPORATION
	By:	/s/ Xxxxx Xxx
	Name:	Xxxxx Xxx
	Title	Managing Director

[SIGNATURE PAGE TO THIRD AMENDMENT]

		THE BANK OF NEW YORK
		MELLON
	By:	/s/ Xxxxxxx X. Xxxxxxxx
	Name:	Xxxxxxx X. Xxxxxxxx
	Title	Vice President

		FIRST HAWAIIAN BANK
	By:	/s/ Xxxxx Xxxxx
	Name:	Xxxxx Xxxxx
	Title	Vice President

[SIGNATURE PAGE TO THIRD AMENDMENT]