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TARGET CORP Director's Dealing 2009

Jan 16, 2009

30059_dirs_2009-01-16_b2020d61-88a1-4362-b649-9cef7c78fe3c.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: 2009-01-14

Reporting Person: Tesija Kathryn A (Executive Officer)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2009-01-14 Common Stock A 22190 Acquired 52096 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2009-01-14 Stock Option $33.8 A 118344 Acquired 2019-01-14 Common Stock (118344) Direct
2009-01-15 Deferred Compensation Units $0 I 16569.4261 Disposed Common Stock (16569.4261) Direct

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 2750.9867 Indirect

Footnotes

F1: Award of restricted stock units pursuant to the Target Corporation Long-Term Incentive Plan.

F2: Shares held in the Target Corporation 401(k) Plan based on the plan statement as of December 31, 2008.

F3: Option granted under the Target Corporation Long-Term Incentive Plan.

F4: Option vests and becomes exercisable in 25% increments on each anniversary of the grant date.

F5: 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.

F6: Transaction was effected pursuant to a previously established Rule 10b5-1 trading plan in connection with a scheduled distribution of deferred compensation.