TARGET CORP — Director's Dealing 2003

Sep 3, 2003

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2003-09-02

Reporting Person: ULRICH ROBERT J (Director, Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2003-09-02	Common stock, $.0833 per share	M	180792	$5.5313	Acquired	531711	Direct
2003-09-02	Common stock, $.0833 per share	S	180792	$40.9033	Disposed	350919	Direct
2003-09-02	Common stock, $.0833 per share	M	300000	$6.0261	Acquired	650919	Direct
2003-09-02	Common stock, $.0833 per share	S	300000	$40.9033	Disposed	350919	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2003-09-02	Stock option	$5.5313	M	45198	Disposed	2005-04-12	Common stock (45198)	Direct
2003-09-02	Stock option	$5.5313	M	45198	Disposed	2005-04-12	Common stock (45198)	Direct
2003-09-02	Stock option	$5.5313	M	45198	Disposed	2005-04-12	Common stock (45198)	Direct
2003-09-02	Stock option	$5.5313	M	45198	Disposed	2005-04-12	Common stock (45198)	Direct
2003-09-02	Stock option	$6.0261	M	300000	Disposed	2005-10-11	Common stock (300000)	Direct
2003-09-02	Deferred compensation units	$	M	209866.8237	Disposed		Common stock ()	Direct

Footnotes

F1: Mr. Ulrich also holds 9,866.618 shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of February 1, 2003, subject to adjustments.

F2: In September 2001, 500,000 shares previously owned by Mr. Ulrich directly were contributed to a three-year grantor retained annuity trust (the "2001 three-year GRAT"). In January 2002, 39,421 of these shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. In January 2003, 185,744 additional shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. Shares held in the 2001 three-year GRAT are considered indirectly owned.

F3: In April 2003, 189,700 shares previously owned by Mr. Ulrich directly were contributed to a ten-year grantor retained annuity trust (the "2003 ten-year GRAT"). These shares are considered indirectly owned.

F4: In April 2003, 261,256 shares previously owned by Mr. Ulrich directly were contributed to two-year grantor retained annuity trust (the "2003 two-year GRAT"). These shares are considered indirectly owned.

F5: Option granted under the Target Corporation Executive Long-Term Incentive Plan of 1981 in a transaction exempt under Rule 16b-3.

F6: Acquired pursuant to the Target Corporation Executive Deferred Compensation Plan (the "Plan"). Under the terms of the Plan, participants are invested in units which reflect the value of the amount of compensation deferred. The value of the units reported is adjusted to reflect approximately the rate of return of Target Corporation common stock plus a 2% enhancement. The units are not convertible into Target Corporation common stock, nor is any specific number of shares of such stock deemed to underlie each unit. Amounts deemed invested in units whose value is derived from Target Corporation stock may be transferred into other investment alternatives under the Plan.

F7: Units reported are exerciseable immediately.

F8: Units reported are payable only in cash generally following termination of the reporting person's service as an executive of Target Corporation.