TARGET CORP — Director's Dealing 2008

Mar 14, 2008

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TARGET CORP (TGT)
CIK: 0000027419
Period of Report: 2008-03-12

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2008-03-12	Common Stock	A	153855	—	Acquired	516668	Direct
2008-03-12	Common Stock	F	65697	$51.68	Disposed	450971	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2008-03-12	Deferred Compensation Units	$0	A	169570	Acquired		Common Stock (169570)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11386.5852	Indirect
Common Stock	409589	Indirect

Footnotes

F1: Acquired pursuant to the settlement of a performance share unit award granted under Target's Long-term Incentive Plan in a transaction exempt under Rule 16b-3.

F2: Shares held in the Target Corporation 401(k) Plan based on the plan statement as of March 12, 2008.

F3: Deferred compensation units are held under the Target Corporation Executive Deferred Compensation Plan (the "Plan"). Under the terms of the Plan, participants' deferred compensation balances are indexed to various crediting rate alternatives, as chosen by them. The units reported relate to the Target common stock crediting rate alternative, and each unit is the economic equivalent of one share of Target common stock. The value of such units increases or decreases daily in accordance with an equivalent investment in the Target Stock Fund in the corporation's 401(k) plan. Participants are generally free to transfer plan balances into other crediting rate alternatives at any time. The Plan balances represent unsecured general obligations of Target Corporation, and are payable solely in cash.