EXECUTIVE LONG TERM INCENTIVE PLAN
OF 1981

ARTICLE I
ESTABLISHMENT OF THE PLAN

        1.1   The name of this plan shall be "The Dayton Hudson Corporation Executive Long Term Incentive Plan of 1981" (hereinafter called the "Plan").

        1.2   The purpose of the Plan is to advance the interim performance and long-term growth of the Company by offering long-term incentives, in addition to current compensation and other benefits, to those key employees of the Company and its Subsidiaries who the Plan Committee determines will contribute to such performance and growth inuring to the benefit of the shareholders of the Company. Such long-term incentives may take the form of Stock Options, or Performance Shares, or Restricted Stock Awards or any combination.

ARTICLE II
DEFINITIONS

        2.1    AWARD.    An "Award" is used at times in the Plan to refer to the act of granting a Stock Option, Performance Share or Restricted Stock Award under the Plan.

        2.2    BOARD.    "Board" is the Board of Directors of Dayton Hudson Corporation.

        2.3    CODE.    "Code" is the Internal Revenue Code of 1986, as amended, as now in force or as hereafter amended.

        2.4    COMPANY.    "Company" is Dayton Hudson Corporation, a Minnesota corporation, and any successor thereof.

        2.5    COVERED OFFICER.    "Covered Officer" includes all Participants whose compensation, in the year in which the Award is made, is subject to the compensation expense deduction limitations set forth in Section 162(m) of the Code.

        2.6    DATE OF GRANT.    "Date of Grant" shall be the date designated in the resolution by the Plan Committee as the date of such Stock Option(s) or Performance Share(s) or Restricted Stock Award(s), but such date shall not be earlier than the date of the resolution and action thereon by the Plan Committee, or earlier than the effective date of the Plan, and in the absence of a date of grant or a fixed method of computing such date being specifically set forth in the Plan Committee's resolution, then the Date of Grant shall be the date of such Plan Committee's resolution and action.

        2.7    FAIR MARKET VALUE.    "Fair Market Value" of a share of Company common stock on any date is 100% of the mean between the high and low prices for such stock as reported for such stock on the New York Stock Exchange Composite Transactions Listing ("Composite Listing") on such date, or in the absence of such report 100% of the mean between the high and low prices of such stock on the New York Stock Exchange on such date or, if no sale has been recorded on the Composite Listing or made on such Exchange on such date, then on the last preceding date on which any such sale shall have been made in the order of primacy above indicated.

        2.8    HOLDER.    A "Holder" is a person who has been granted a Restricted Stock Award.

        2.9    INCENTIVE STOCK OPTIONS.    "Incentive Stock Options" are Stock Options that are intended to qualify under Section 422 of the Code.

        2.10    NON-QUALIFIED OPTIONS.    "Non-Qualified Options" are Stock Options that are not intended to qualify under Section 422 of the Code.

        2.11    PARTICIPANT.    A "Participant" is a person designated as such by the Plan Committee, pursuant to Article III hereof, for participation in the Plan.

        2.12    PERFORMANCE GOALS.    "Performance Goals" are defined in Section 4.1 hereof.

        2.13    PERFORMANCE PERIOD.    "Performance Period", with respect to a Performance Share, is a period of four consecutive fiscal years of the Company, beginning with the fiscal year in which such Performance Share is granted and may be referred to herein and by the Plan Committee by use of the calendar year in which a particular Performance Period commences.

        2.14    PERFORMANCE SHARE.    A "Performance Share" is a potential award consisting of a right to one share of the Company's $.3333 par value common stock (subject to increase as provided in Section 4.2 hereof) or a lesser number of shares and the cash payment set forth in Section 5.2 hereof. A Performance Share shall be of no value to a Participant unless and until earned in accordance with Article V hereof.

        2.15    PLAN COMMITTEE.    The "Plan Committee" is the Committee referenced in Article IX hereof.

        2.16    PLAN YEAR.    The "Plan Year" shall be a fiscal year of the Company falling within the term of this Plan.

        2.17    RELEVANT CHANGE ADJUSTMENTS.    Appropriate adjustments in the number of shares and in the option price per share as authorized herein, may be made by the Plan Committee, in its discretion (except as provided in Section 11.8 hereof), to give effect to adjustments made in the number of shares of Company common stock through a merger, consolidation, recapitalization, reclassification, combination, spin-off, common stock dividend, stock split or other relevant change.

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