This excerpt taken from the HD 10-K filed Mar 29, 2007.


        (a)   INITIAL DEPOSIT. The Company shall make an initial deposit in trust with Trustee of (1) United States currency ("CASH") in the amount of $79,727,373 and (2) 2,120,242 shares of Company Stock, which shall become the principal of the Trust to be held, administered and disposed of by Trustee as provided in this Trust Agreement.

        (b)   IRREVOCABILITY. The Trust hereby established shall be irrevocable.

        (c)   GRANTOR TRUST. The Trust is intended to be a grantor trust, of which the Company is the grantor, within the meaning of subpart E, part I, subchapter J, chapter 1, subtitle A of the Internal Revenue Code of 1986, as amended (the "CODE"), and shall be construed accordingly.

        (d)   TRUST ASSETS. The principal of the Trust and any income thereon shall be held separate and apart from other funds of the Company and shall be used exclusively for the uses and purposes of the Executive (and his beneficiaries) and general creditors as herein set forth. The Executive and his beneficiaries shall have no preferred claim on, or any beneficial ownership interest in, any assets of the Trust. Any rights created under the Separation Agreement and this Trust Agreement shall be mere unsecured contractual rights of the Executive and his beneficiaries against the Company. Any assets held by the Trust will be subject to the claims of the Company's general creditors under federal and state law in the event of Insolvency, as defined in Section 3(c) herein. The principal of the Trust and any income thereon ("REVOCATION AMOUNT") shall revert to the Company in the event that the Executive revokes his release of claims against the Company as set forth in Section 7(b) of the Separation Agreement which revocation shall be certified in writing to the Trustee by the Company and


upon which certification the Trustee may conclusively rely. Any Unpaid Contractual Payments (as defined at Section 2(c)(2) hereof) held under the Trust will revert to the Company to the extent that the Executive forfeits his rights in such assets pursuant to the provisions of Section 2(c)(2) hereof which shall be certified in a writing to the Trustee by the Company. Notwithstanding any provision of this Trust Agreement to the contrary, the Trustee may conclusively rely on a Noncompliance Certification (defined below) from the Company to which the Trustee has not received an Objection Notice (defined below) within twenty (20) business days thereafter or a Final Certification (defined below) received from the Company, as the case may be, stating that the Executive has forfeited all or a portion of his Unpaid Contractual Payments (defined below) as set forth in Section 2(c)(2). Upon notice by the Company to the Trustee of a Direct Payment (defined below) made to the Executive, or upon notice by the Company to the Trustee that the Company is entitled to a distribution ("EXCESS DEFERRED COMPENSATION DISTRIBUTION") from the Trust pursuant to Section 2(e)(iv) of the Separation Agreement, the Trustee shall pay to the Company an amount ("REFUND") from the principal of the Trust equal to the amount of such Direct Payment or such Excess Deferred Compensation Distribution, as the case may be. This Trust shall terminate after payment of the entire principal and all income thereon to the Executive or his beneficiaries or, to the extent forfeited by the Executive or payable to the Company as a Refund, to the Company.

        (e)   ADDITIONAL DEPOSITS. The Company may at any time, or from time to time, make in its sole discretion additional deposits of Cash or other property to the Trust pursuant to the Separation Agreement. The Trustee shall have no right to compel such additional deposits nor shall it be responsible for the amount of collection of any contributions to the Fund or for determining whether such contributions are made in accordance with the Separation Agreement and such responsibility shall be borne solely by the Company.

        (f)    TRUSTEE GOVERNING DOCUMENT. The duties of the Trustee shall be governed solely by the terms of this Trust Agreement without reference to the terms of the Separation Agreement.


Target (TGT)
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