RE:

Ex(10)D

November 1, 2001

Target Corporation
000 Xxxxxxxx Xxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxx

RE:

Five-year Credit Agreement dated as of June 22, 2000 by and among Target Corporation, as Borrower, Bank of America, N.A., as Agent, and the Banks party thereto.

Ladies and Gentlemen:

        Reference is hereby made to the five-year Credit Agreement dated as of June 22, 2000 by and among Target Corporation, as Borrower, Bank of America, N.A., as Agent, and the Banks party thereto (as amended, supplemented, modified or amended and restated from time to time, the "Credit Agreement"). The Borrower has requested an amendment with respect to Section 9.01 of the Credit Agreement to allow for the electronic posting of the financial statements, certificates, reports or other information required under certain subsections of Section 5.01 of the Credit Agreement to an Internet website established by XxxxxXxxxx.xxx or other similarly available electronic media.

        The Borrower, the Agent and the Banks hereby agree that Section 9.01 of the Credit Agreement is hereby amended to add the following three sentences to the end thereof:

        Notwithstanding any other provision of this Section 9.01, in the case of any communication required by subsections (a), (b), (c), (d), (f), (g) or (i) of Section 5.01, in addition to the methods of delivery described above, any such communication may be made by the posting of such financial statements, reports, officer's certificates or other information to an Internet website established by the Agent with IntraLinks, Inc. or other similarly available electronic media (a "Posting Website") or, in the case of information required under Sections 5.01 (a), (b) and (g) only, by the posting on the Posting Website of the universal resource locator (URL) where such information may be obtained. Upon the initial establishment of the Posting Website, the Agent shall give notice to each Bank of the URL for the Posting Website in writing by mail or facsimile transmission as described above. Each communication made by the Borrower pursuant to the second preceding sentence, shall be deemed to have been delivered when the information contained therein is posted to the Posting Website.

Target Corporation, Inc.
November 1, 2001
Page 2

        The Borrower, the Agent and the Banks hereby further agree that Section 9.03(b) of the Credit Agreement is hereby amended to add the following sentence to the end thereof:

        No Indemnitee shall be liable for any damages arising from the use by others of information or other materials obtained through internet, Intralinks or other similarly available electronic media in connection with the electronic posting of financial statements, certificates, reports or other information to a Posting Website as provided for in Section 9.01 hereof unless such Indemnitee has engaged in gross negligence or willful misconduct as determined by a court of competent jurisdiction with respect to the access to such information.

        None of the terms or conditions of this Letter Agreement may be changed, modified, waived, or canceled, except as provided in the Credit Agreement. Except as specifically set forth herein, the Credit Agreement is hereby confirmed and ratified in all respects and shall remain in full force and effect according to their respective terms.

        Except as expressly set forth herein, the amendments provided herein shall not by implication or otherwise limit, constitute a waiver of, or otherwise affect the rights and remedies of the Banks or the Agent under the Credit Agreement, nor shall they constitute a waiver of any Default or Event of Default, nor shall they alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement. Each of the amendments provided herein shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to by such amendment. Except as expressly amended herein, the Credit Agreement shall continue in full force and effect in accordance with the provisions thereof.

Sincerely yours,

Xxx X. Xxxxxxxxxx
Vice President

		ACCEPTED AND AGREED TO this 16th day of November, 2001
		BANK OF AMERICA, N.A., as Agent, as a Bank and as an Issuing Bank
		By:		/s/ Xxx X. Xxxxxxxxxx
		Name: Xxx X. Xxxxxxxxxx Title: Vice President

Target Corporation, Inc.
November 1, 2001
Page 3

		U.S. BANK NATIONAL ASSOCIATION
		By:	/s/ Xxx X. Xxxxxx, Xx.
		Name:	Xxx X. Xxxxxx, Xx.
		Title:	Vice President
		BANK ONE, NA
		By:
		Name:
		Title:
		CITICORP USA, INC.
		By:	/s/ Xxxx X. Xxxxxx
		Name:	Xxxx X. Xxxxxx
		Title:	Vice President
		FLEET NATIONAL BANK
		By:	/s/ Xxxxxxxx X. Xxxxxx
		Name:	Xxxxxxxx X. Xxxxxx
		Title:	Director
		HSBC BANK USA
		By:	/s/ Xxxx Xxxxxxxx
		Name:	Xxxx Xxxxxxxx
		Title:	Senior Vice President
		XXXXXX GUARANTY TRUST COMPANY OF NEW YORK
		By:	/s/ Xxxx Xxxxxxxxx
		Name:	Xxxx Xxxxxxxxx
		Title:	Vice President

Target Corporation, Inc.
November 1, 2001
Page 4

		THE BANK OF TOKYO-MITSUBISHI, LTD., CHICAGO BRANCH
		By:
		Name:
		Title:
		THE INDUSTRIAL BANK OF JAPAN LIMITED
		By:	/s/ Xxxxxxx Xxxxx
		Name:	Xxxxxxx Xxxxx
		Title:	General Manager
		XXXXX FARGO BANK, NATIONAL ASSOCIATION
		By:
		Name:
		Title:
		By:
		Name:
		Title:
		THE BANK OF NEW YORK
		By:	/s/ Xxxxxxx X. Xxxxxx
		Name:	Xxxxxxx X. Xxxxxx
		Title:	Vice President
		STANDARD CHARTERED BANK
		By:
		Name:
		Title:

Target Corporation, Inc.
November 1, 2001
Page 0

		XXXXX XXXXXX BANK & TRUST COMPANY
		By:	/s/ Xxxxxxxxx Xxxx-Xxxxxxxx
		Name:	Xxxxxxxxx Xxxx-Xxxxxxxx
		Title:	Assistant Vice President
		MICHIGAN NATIONAL BANK
		By:
		Name:
		Title:
		FIRSTAR BANK, N.A.
		By:	/s/ Xxxxxx X. Xxxxxx
		Name:	Xxxxxx X. Xxxxxx
		Title:	Vice President
		SUNTRUST BANK
		By:	/s/ Xxxxx X. Dash
		Name:	Xxxxx X. Dash
		Title:	Vice President
		FIRST UNION NATIONAL BANK
		By:	/s/ Xxxxxxx X. Xxx
		Name:	Xxxxxxx X. Xxx
		Title:	Vice President

Target Corporation, Inc.
November 1, 2001
Page 6

		BNP PARIBAS
		By:	/s/ Jo Xxxxx Xxxxxx
		Name:	Jo Xxxxx Xxxxxx
		Title:	Director
		By:	/s/ Xxxxxxx X. Xxxx
		Name:	Xxxxxxx X. Xxxx
		Title:	Central Region Manager
		COMERICA BANK
		By:	/s/ Xxxxxxx X'Xxxxxx
		Name:	Xxxxxxx X'Xxxxxx
		Title:	Vice President
		ALLFIRST BANK
		By:
		Name:
		Title:
		NATIONAL CITY BANK
		By:	/s/ Xxxx X. Xxxxxxx
		Name:	Xxxx X. Xxxxxxx
		Title:	Vice President
		BANCA DI ROMA—CHICAGO BRANCH
		By:	/s/ Xxxxx Xxxxxxxxxx
		Name:	Xxxxx Xxxxxxxxxx
		Title:	Vice President
		By:	/s/ Enrico Verdoscia
		Name:	Enrico Verdoscia
		Title:	Sr. Vice President

Target Corporation, Inc.
November 1, 2001
Page 7

		FIFTH THIRD BANK
		By:	/s/ Xxxxxx X. Xxxx
		Name:	Xxxxxx X. Xxxx
		Title:	Assistant Vice President
		UMB BANK, N.A.
		By:
		Name:
		Title:
		HIBERNIA NATIONAL BANK
		By:	/s/ Xxxx Xxxxxx
		Name:	Xxxx Xxxxxx
		Title:	Portfolio Manager

ACKNOWLEDGED AND AGREED this 16th day of November, 2001:
TARGET CORPORATION
By:	/s/ Xxxxxxx Xxxxxxx
Name:	Xxxxxxx Xxxxxxx
Title:	Vice President and Treasurer