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TARGET CORP Director's Dealing 2004

Oct 13, 2004

30059_dirs_2004-10-13_5d707fc4-259b-40f5-90d4-b1e8d3f61093.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2004-10-01

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

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2004-10-01 Common Stock, $.0833 per share G 21218 Disposed 472174 Indirect
2004-10-06 Common Stock, $.0833 per share G 21218 Disposed 450956 Indirect

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock, $.0833 per share 10227.256 Indirect
Common Stock, $.0833 per share 583318 Direct

Footnotes

F1: 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 shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. In January 2004, 145,112 additional shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. In September 2004, 87,287 shares were distributed back to Mr. Ulrich by the 2001 three-year GRAT. On September 17, 2004 the GRAT was terminated. Shares held in the 2001 three-year GRAT were considered indirectly owned.

F2: 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"). In May 2004, 6,183 of these shares were distributed back to Mr. Ulrich by the 2003 ten-year GRAT. Shares held in the 2003 ten-year GRAT are considered indirectly owned.

F3: In April 2003, 261,256 shares previously owned by Mr. Ulrich directly were contributed to a two-year grantor retained annuity trust (the "2003 two-year GRAT"). In May 2004, 174,457 of these shares were distributed back to Mr. Ulrich by the 2003 two-year GRAT. Shares held in the 2003 two-year GRAT are considered indirectly owned.

F4: In May 2004, 180,640 shares previously owned by Mr. Ulrich directly were contributed to a four-year grantor retained annuity trust (the "2004 four-year GRAT"). These shares are considered indirectly owned.

F5: Shares held in the Target Corporation 401(k) Plan (the "401(k) Plan") as of January 31, 2004, subject to adjustments.