Exhibit 4.1


 


[Face of Note]


 


Unless this certificate is presented by an authorized
representative of The Depository Trust Company, a New York corporation (“DTC”),
to the Issuer or its agent for registration of transfer, exchange or payment,
and any certificate issued is registered in the name of Cede & Co. or in
such other name as requested by an authorized representative of DTC (and any
payment is made to Cede & Co. or such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR
VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof, Cede & Co., has an interest herein.


 


 


	
  CUSIP
  NO.

  	
   

  	
  PRINCIPAL AMOUNT: $____________

  
	
  ISIN

  	
   

  	
   

  
	
  Common Code No.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  REGISTERED NO.

  	
   

  	
   

  	
   

  	
   

  
					



 


TARGET CORPORATION


 


Floating
Rate Notes due 2009


 


 


TARGET CORPORATION, a
corporation duly organized and existing under the laws of the State of
Minnesota (hereinafter called the “Company,” which term includes any
successor corporation under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns,
the principal sum of ___________________ 
($______________) on August 7, 2009 and to pay interest thereon from August 7, 2007
or from the most recent Interest Payment Date (as defined below) to which
interest has been paid or duly provided for on the dates and at the rate set
forth below, until the principal hereof is paid or made available for payment. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date shall, as provided in the Indenture, be paid to the Person in
whose name this Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date next preceding such
Interest Payment Date. The Regular Record Date for an Interest Payment Date
shall be the date 15 calendar days prior to that Interest Payment Date (whether
or not a Business Day (as defined below)).


The
interest rate per annum for this Security shall be equal to LIBOR (as defined
below) plus 0.125%, as determined by the calculation agent for this Security
(the “Calculation Agent”), and shall be reset quarterly on each February
7, May 7, August 7 and November 7, commencing November 7, 2007.  Each of these dates on which interest shall
be reset is referred to as an “Interest Reset Date.”  The initial interest rate per annum for this 


 

















 


Security
shall be equal to LIBOR plus 0.125%, as determined two London Banking Days (as
defined below) prior to August 7, 2007 by the Calculation Agent.


Interest on this Security shall
be paid on each February 7, May 7, August 7 and November 7, commencing
November 7, 2007, and at Maturity.  Each of these dates on which interest shall
be paid is referred to as an “Interest Payment Date.”  If an Interest Payment Date would fall on a
day that is not a Business Day, other than the Interest Payment Date that is
also the date of Maturity, such Interest Payment Date shall be postponed to the
following day that is a Business Day; provided, however,
if such next Business Day is in a different month, then interest on this
Security shall be paid on the Business Day immediately preceding such Interest
Payment Date.  If the date of
Maturity would fall on a day that is not a Business Day, the payment of
principal and any premium and interest shall be made on the next Business Day,
with the same force and effect as if made on the due date, and no additional
interest shall accrue on the amount so payable for the period from and after
such date of Maturity.  As used herein, “Business
Day” means a day, other than a Saturday or Sunday, that is neither a legal
holiday nor a day on which banking institutions are authorized or required by
law or regulation to close in New York, New York.


 


Except
as described below for the first Interest Period, on each Interest Payment
Date, the Company shall pay interest for the period commencing on and including
the immediately preceding Interest Payment Date and ending on but excluding
that Interest Payment Date.  This period
is referred to as an “Interest Period.” 
The first Interest Period shall begin on and include August 7, 2007 and,
subject to the immediately preceding paragraph, shall end on but exclude
November 7, 2007.  The amount of interest
to be paid on this Security for each Interest Period shall be calculated by
multiplying the principal amount of this Security by an accrued interest
factor.  The “accrued interest factor” shall be computed by adding the interest
factors calculated for each day in the Interest Period.  The “interest factor” for each day is
computed by dividing the interest rate applicable to that day by 360.


 


As used herein, “LIBOR”
means, as of any Interest Determination Date, the rate for deposits in U.S.
dollars having a three-month maturity, commencing on the second London Banking
Day immediately following the Interest Determination Date that appears on
Reuters Page LIBOR01 (as defined below) at approximately 11:00 a.m. (London
time) on that Interest Determination Date. If no rate appears, then the
Calculation Agent shall request the principal London offices of each of four
major banks in the London interbank market, as selected by the Calculation
Agent, to provide the Calculation Agent with its offered quotation for deposits
in U.S. dollars having a three-month maturity commencing on the second London
Banking Day immediately following the Interest Determination Date to prime
banks in the London interbank market at approximately 11:00 a.m. (London time)
on that Interest Determination Date and in a principal amount that is
representative of a single transaction in U.S. dollars in that market at that
time. If at least two quotations are provided, LIBOR determined on that
Interest Determination Date shall be the arithmetic mean of those quotations.
If fewer than two quotations are provided, LIBOR shall be determined for the
applicable Interest Reset Date as the arithmetic mean of the rates quoted at
approximately 11:00 a.m. (New York City time), in New York City on that
Interest Determination Date, by 


 

















 


three major banks
located in New York City selected by the Calculation Agent for loans in U.S.
dollars to leading European banks, having a three-month maturity and in a
principal amount that is representative of a single transaction in U.S. dollars
in that market at that time. If the banks so selected by the Calculation Agent
are not providing quotations as set forth above, LIBOR in effect immediately
before that Interest Determination Date shall not change and shall remain LIBOR
in effect on that Interest Determination Date.


“Interest Determination Date” means, for any
Interest Reset Date, the second London Banking Day prior to that Interest Reset
Date.


 


“London Banking Day” means any day on which
dealings in deposits in U.S. dollars are transacted in the London interbank
market.


“Reuters Page LIBOR01” means the
display designated as “Page LIBOR01” on
Reuters Money 3000 Service or any
successor service (or such other page as may replace Page LIBOR01 on that service or a successor
service).


All percentages used in or resulting from any of the
above calculations shall be rounded, if necessary, to the nearest one hundred-thousandth
of a percentage point, with 0.000005% rounded up to 0.00001%, and all U.S.
dollar amounts used in or resulting from any of the above calculations shall be
rounded, if necessary, to the nearest cent, with one-half cent rounded upward.


 


The interest rate on the Securities of this series shall
in no event be higher than the maximum rate permitted by the law of the State
of Minnesota, as the same may be modified by law of the United States general
application.


 


The Calculation Agent shall, upon the request of a
Holder of this Security, provide the interest rate then in effect and, if
determined, the interest rate that shall become effective on the next Interest
Reset Date.  All calculations of the
Calculation Agent, in the absence of manifest error, shall be conclusive for
all purposes and binding on the Company and the Holder hereof.  The Calculation Agent shall notify the Paying
Agent of each determination of the interest applicable to this Security
promptly after the determination is made. 
The Bank of New York Trust Company, N.A. shall initially act as
Calculation Agent.  The Company may
appoint a successor Calculation Agent with the written consent of the Paying
Agent, which consent shall not be unreasonably withheld.


 


Any interest not punctually paid or duly provided for
shall forthwith cease to be payable to the Holder on such Regular Record Date
and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date, or be paid at
any time in any other lawful manner not inconsistent with the requirements of
any securities exchange on which the Securities of this series may be 


 

















 


listed, and upon such notice as may be required by such
exchange, all as more fully provided in the Indenture.


Payment of interest on this
Security shall be made in immediately available funds at the office or agency
of the Company maintained for that purpose in New York, New York in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts; provided,
however, that, at the option of the Company, payment of interest may
be paid by check mailed to the Person entitled thereto at such Person’s last
address as it appears in the Security Register or by wire transfer to such
account as may have been designated by such Person.  Payment of principal of and interest on this
Security at Maturity shall be made against presentation of this Security at the
office or agency of the Company maintained for that purpose in New York, New
York.


Reference is hereby made to the
further provisions of this Security set forth on the reverse hereof, which
further provisions shall for all purposes have the same effect as if set forth
at this place.


Unless the certificate of authentication hereon has been
executed by the Trustee referred to on the reverse hereof by manual signature,
this Security shall not be entitled to any benefit under the Indenture or be
valid or obligatory for any purpose.


 

















 


IN WITNESS WHEREOF, the Company
has caused this instrument to be duly executed under its corporate seal.


DATED:  August 7, 2007


 


	
   

  	
  TARGET
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [SEAL]

  	
   

  	
   

  
	
   

  	
  Attest:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
							



 


 


TRUSTEE’S
CERTIFICATE OF


AUTHENTICATION


This
is one of the Securities of the


series
designated therein referred to


in
the within-mentioned Indenture.


 


THE BANK OF NEW
YORK TRUST COMPANY, N.A.,


as Trustee


 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized
  Signatory

  



 
















[Reverse of Note]


 


 


 


TARGET
CORPORATION


 


 


Floating
Rate Notes due 2009


 


 


 


This
Security is one of a duly authorized issue of securities of the Company (herein
called the “Securities”), issued and to be issued in one or more series
under an Indenture dated as of August 4, 2000 between the Company and The Bank
of New York Trust Company, N.A. (as successor in interest to Bank One Trust
Company, N.A.), as trustee, as supplemented by the First Supplemental Indenture
dated as of May 1, 2007 between the Company and The Bank of New York Trust
Company, N.A., as trustee, and as further amended or supplemented from time to
time (herein called the “Indenture”) (in its capacity as trustee, The
Bank of New York Trust Company, N.A., being herein called the “Trustee,”
which term includes any successor trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for
a statement of the respective rights, limitations of rights, duties and
immunities thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and are to be,
authenticated and delivered.  This
Security is one of the series designated on the face hereof, such series being
limited in initial aggregate principal amount to $_____________; provided, however, that the Company may, without the consent
of the Holders of the Securities of this series, issue additional Securities
with the same terms as the Securities of this series, and such additional
Securities shall be considered part of the same series under the Indenture as
the Securities of this series.


 


The
Securities of this series shall not be redeemable by the Company prior to
August 7, 2009. The Securities of this series shall not be entitled to any sinking
fund.


 


Change of Control Offer


 


If a
Change of Control Triggering Event occurs, unless the Company has exercised its
option to redeem the Securities of this series, the Company shall be required
to make an offer (the “Change of Control Offer”) to each Holder of the
Securities of this series to repurchase all or any part (equal to $100,000 or
an integral multiple of $1,000 in excess thereof) of that Holder’s Securities
on the terms set forth herein.  In the
Change of Control Offer, the Company shall be required to offer payment in cash
equal to 100% of the
aggregate principal amount of Securities of this series repurchased, plus
accrued and unpaid interest, if any, on the Securities of this series
repurchased to the date of repurchase (the “Change of Control


 


1

















 


Payment”).  Within 30 days following any Change of
Control Triggering Event or, at the Company’s option, prior to any Change of
Control, but after public announcement of the transaction that constitutes or
may constitute the Change of Control, a notice shall be mailed to Holders of
the Securities of this series describing the transaction that constitutes or
may constitute the Change of Control Triggering Event and offering to
repurchase such Securities on the date specified in the notice, which date
shall be no earlier than 30 days and no later than 60 days from the date such
notice is mailed (the “Change of Control Payment Date”).  The notice shall, if mailed prior to the date
of consummation of the Change of Control, state that the offer to purchase is
conditioned on the Change of Control Triggering Event occurring on or prior to
the Change of Control Payment Date.


 


In order to accept the
Change of Control Offer, the Holder must deliver to the Paying Agent, at least
five Business Days prior to the Change of Control Payment Date, this Security
together with the form entitled “Election Form” (which form is annexed hereto)
duly completed, or a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the United
States setting forth:


 


(i)        the name of the Holder of this Security;


 


(ii)       the principal amount of this Security;


 


(iii)      the principal amount of this Security to be
repurchased;


 


(iv)      the certificate number or a description of
the tenor and terms of this Security;


 


(v)       a statement that the Holder is accepting the
Change of Control Offer; and


 


(vi)      a
guarantee that this Security, together with the form entitled “Election Form”
duly completed, shall be received by the Paying Agent at least five Business Days prior to the Change of
Control Payment Date.


 


Any exercise by a Holder
of its election to accept the Change of Control Offer shall be irrevocable. The
Change of Control Offer may be accepted for less than the entire principal
amount of this Security, but in that event the principal amount of this
Security remaining outstanding after repurchase must be equal to $100,000 or an
integral multiple of $1,000 in excess thereof.


 


On the Change of Control Payment Date, the Company
shall, to the extent lawful:


 


2

















 


(i)       accept
for payment all Securities of this series or portions of such Securities
properly tendered pursuant to the Change of Control Offer;


 


(ii)      deposit
with the Paying Agent an amount equal to the Change of Control Payment in
respect of all Securities of this series or portions of such Securities
properly tendered; and


 


(iii)     deliver or cause to be delivered to the Trustee
the Securities of this series properly accepted together with an Officers’
Certificate stating the aggregate principal amount of Securities of this series
or portions of such Securities being repurchased.


 


The Company shall not be
required to make a Change of Control Offer upon the occurrence of a Change of
Control Triggering Event if a third party makes such an offer in the manner, at
the times and otherwise in compliance with the requirements for an offer made
by the Company and the third party purchases all Securities of this series
properly tendered and not withdrawn under its offer.  In addition, the Company shall not repurchase
any Securities of this series if there has occurred and is continuing on the
Change of Control Payment Date an Event of Default under the Indenture, other
than a default in the payment of the Change of Control Payment upon a Change of
Control Triggering Event.


 


The Company shall comply
with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and any other securities laws and
regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Securities of this series as a result
of a Change of Control Triggering Event. To the extent that the provisions of
any such securities laws or regulations conflict with the Change of Control
Offer provisions of the Securities of this series, the Company shall comply
with those securities laws and regulations and shall not be deemed to have
breached its obligations under the Change of Control Offer provisions of the
Securities of this series by virtue of any such conflict.


 


For purposes of the
Change of Control Offer provisions of the Securities of this series, the
following terms are applicable:


 


“Change of Control”
means the occurrence of any of the following: (1) the consummation of any
transaction (including, without limitation, any merger or consolidation) the
result of which is that any “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) (other than the Company or a
Subsidiary) becomes the beneficial owner (as defined in Rules 13d-3
and 13d-5 under the Exchange Act), directly or indirectly, of more than
50% of the Company’s Voting Stock or other Voting Stock into which the Company’s


 


3

















 


Voting Stock is
reclassified, consolidated, exchanged or changed, measured by voting power
rather than number of shares; (2) the direct or indirect sale, transfer,
conveyance or other disposition (other than by way of merger or consolidation),
in one or more series of related transactions, of all or substantially all of
the assets of the Company and its Subsidiaries, taken as a whole, to one or
more Persons (other than the Company or a Subsidiary); or (3) the first day on
which a majority of the members of the Company’s Board of Directors are not
Continuing Directors. Notwithstanding the foregoing, a transaction shall not be
deemed to involve a Change of Control if (1) the Company becomes a direct
or indirect wholly-owned subsidiary of a holding company and (2)(A) the direct
or indirect holders of the Voting Stock of such holding company immediately
following that transaction are substantially the same as the holders of the
Company’s Voting Stock immediately prior to that transaction or (B) immediately
following that transaction no “person” (as that term is used in Section
13(d)(3) of the Exchange Act), other than a holding company satisfying the
requirements of this sentence, is the beneficial owner, directly or indirectly,
of more than 50% of the Voting Stock of such holding company.


 


“Change of Control
Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.


 


“Continuing Directors”
means, as of any date of determination, any member of the Company’s Board of
Directors who (1) was a member of such Board of Directors on the date the
Securities of this series were issued or (2) was nominated for election, elected
or appointed to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board of Directors at the time of
such nomination, election or appointment (either by a specific vote or by
approval of the Company’s proxy statement in which such member was named as a
nominee for election as a director, without objection to such nomination).


 


“Fitch” means
Fitch Ratings.


 


“Investment Grade
Rating” means a rating equal to or higher than BBB- (or the equivalent) by
Fitch, Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from any additional
rating agency or rating agencies selected by the Company.


 


“Moody’s” means
Moody’s Investors Service, Inc.


 


“Rating Agencies”
means (1) each of Fitch, Moody’s and S&P; and (2) if any of
Fitch, Moody’s or S&P ceases to rate the Securities of this series or fails
to make a rating of such Securities publicly available for reasons outside of
the Company’s control, a “nationally


 


4

















 


recognized statistical
rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F)
under the Exchange Act selected by the Company (as certified by a resolution of
the Company’s Board of Directors) as a replacement agency for Fitch, Moody’s or
S&P, or all of them, as the case may be.


 


“Rating Event”
means the rating on the Securities of this series is lowered by each of the
Rating Agencies and the Securities of this series are rated below an Investment
Grade Rating by each of the Rating Agencies on any day within the 60-day
period (which 60-day period shall be extended so long as the rating of
the Securities of this series is under publicly announced consideration for a
possible downgrade by any of the Rating Agencies) after the earlier of
(1) the occurrence of a Change of Control and (2) public notice of
the occurrence of a Change of Control or the Company’s intention to effect a
Change of Control; provided, however,
that a Rating Event otherwise arising by virtue of a particular reduction in
rating shall not be deemed to have occurred in respect of a particular Change
of Control (and thus shall not be deemed a Rating Event for purposes of the
definition of Change of Control Triggering Event) if the Rating Agencies making
the reduction in rating to which this definition would otherwise apply do not
announce or publicly confirm or inform the Trustee in writing at the Company’s
or the Trustee’s request that the reduction was the result, in whole or in
part, of any event or circumstance comprised of or arising as a result of, or
in respect of, the applicable Change of Control (whether or not the applicable
Change of Control has occurred at the time of the Rating Event).


 


“S&P” means Standard
& Poor’s Rating Services, a division of The McGraw-Hill Companies,
Inc.


 


“Voting Stock”
means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the capital stock of such person
that is at the time entitled to vote generally in the election of the board of
directors of such person.


 


The provisions of Article
Thirteen of the Indenture shall apply to the Change of Control Offer provisions
of this Security except as and to the extent otherwise specified in this
Security.  For purposes of the Indenture,
a Change of Control Payment Date shall be deemed to be a Repayment Date.


 


Other Provisions


 


If an Event of Default
with respect to Securities of this series as set forth in the Indenture shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.


 


5

















 


The Indenture permits,
with certain exceptions as therein provided, the amendment thereof and the
modification of the rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the Indenture at
any time by the Company and the Trustee with the consent of the Holders of a
majority in principal amount of the Securities at the time Outstanding of each
series to be affected.  The Indenture
also contains provisions permitting the Holders of specified percentages in
principal amount of the Securities of each series at the time Outstanding, on
behalf of the Holders of all Securities of such series, to waive compliance by
the Company with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. 
Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or
in exchange herefor or in lieu hereof, whether or not notation of such consent
or waiver is made upon this Security.


 


The Indenture contains
provisions for defeasance at any time of (i) the entire indebtedness on this
Security and (ii) certain restrictive covenants and certain Events of Default,
upon compliance by the Company with certain conditions set forth therein, which
provisions apply to this Security.


 


Upon due presentment for
registration of transfer of this Security at the office or  agency of the Company in New York, New York,
a new Security or Securities of this series in authorized denominations for an
equal aggregate principal amount shall be issued to the transferee in exchange
herefor, as provided in the Indenture and subject to the limitations provided
therein and to the limitations described below, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


This Security is
exchangeable for definitive Securities in registered form only if (i) the
Depositary notifies the Company that it is unwilling or unable to continue as
Depositary for this Security or if at any time the Depositary ceases to be a
clearing agency registered under the Exchange Act and a successor depositary is
not appointed within 90 days, (ii) the Company, in its sole discretion,
determines that this Security shall be exchangeable for definitive Securities
in registered form and notifies the Trustee thereof or (iii) an Event of
Default with respect to the Securities represented hereby has occurred and is
continuing.  If this Security is
exchangeable pursuant to the preceding sentence, it shall be exchangeable for
definitive Securities in registered form, bearing interest at the same rate,
having the same date of issuance, redemption provisions, Stated Maturity and
other terms and of authorized denominations aggregating a like amount.


 


This Security may not be
transferred except as a whole by the Depositary to a nominee of the Depositary
or by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or by the Depositary or any such nominee to a successor of the
Depositary or a


 


6

















 


nominee of such
successor.  Except as provided above,
owners of beneficial interests in this global Security shall not be entitled to
receive physical delivery of Securities in definitive form and shall not be
considered the Holders hereof for any purpose under the Indenture.


 


No reference herein to
the Indenture and no provision of this Security or of the Indenture shall alter
or impair the obligation of the Company, which is absolute and unconditional,
to pay the principal of and interest on this Security at the times, place and
rate, and in the coin or currency, herein prescribed, except that in the event
the Company deposits money or Government Obligations as provided in
Section 401 or 403 of the Indenture, such payments shall be made only from
proceeds of such money or Government Obligations.


 


Prior to due presentment
of this Security for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose name this
Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Company, the Trustee nor any such agent
shall be affected by notice to the contrary.


 


No recourse shall be had
for the payment of the principal of or the interest on this Security, or for
any claim based hereon, or otherwise in respect hereof, or based on or in
respect of the Indenture or any indenture supplemental thereto, against any
incorporator, stockholder, officer or director, as such, past, present or
future, of the Company or any successor corporation, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issuance hereof, expressly waived and
released.


 


All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to
them in the Indenture unless otherwise defined in this Security.


 


7

















 


ABBREVIATIONS


 


 


The following
abbreviations, when used in the inscription on the face of this instrument,
shall be construed as though they were written out in full according to
applicable laws or regulations:


 


	
  TEN COM

  	
  --

  	
  as tenants in common

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TEN ENT

  	
  --

  	
  as tenants by the
  entireties

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  JT TEN

  	
  --

  	
  as joint tenants with
  right

  	
   

  	
   

  
	
   

  	
   

  	
  of survivorship and not

  	
   

  	
   

  
	
   

  	
   

  	
  as tenants in common

  	
   

  	
   

  



 


	
  UNIF GIFT MIN ACT --

  	
   

  	
  Custodian

  	
   

  	
   

  
	
   

  	
  (Cust)

  	
   

  	
  (Minor)

  	
   

  



 


Under Uniform Gifts to Minors Act


 


	
   

  	
   

  	
   

  
	
  (State)

  	
   

  	
   

  



 


Additional abbreviations may also be used though not
in the above list.


 


 


FOR VALUE RECEIVED,
the undersigned hereby sell(s) and transfer(s) unto


 


Please Insert Social Security or


Other Identifying Number of Assignee


 


	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

   

  	
   

  
	
   

   

  	
   

  



 


(PLEASE
PRINT OR TYPE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE)


 

















 


the within Security of
TARGET CORPORATION and does hereby irrevocably constitute and appoint
_____________________ attorney to transfer the said Security on the books of
the Company, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  



 


 


NOTICE:  The signature to this
assignment must correspond with the name as written upon the face of the within
instrument in every particular, without alteration or enlargement or any change
whatever.


 

















 






 


ELECTION
FORM


 


TO BE
COMPLETED ONLY IF THE HOLDER


ELECTS TO
ACCEPT THE CHANGE OF CONTROL OFFER


 






 


 


The undersigned hereby
irrevocably requests and instructs the Company to repurchase the within
Security (or the portion thereof specified below), pursuant to its terms, on
the Change of Control Payment Date specified in the Change of Control Offer,
for the Change of Control Payment specified in the within Security, to the
undersigned, _________________________________________________________________________________________________________,
at ___________________________________________________________________ (please
print or typewrite name and address of the undersigned). 


 


For this election to
accept the Change of Control Offer to be effective, the Company must receive,
at the address of the Paying Agent set forth below or at such other place or
places of which the Company shall from time to time notify the Holder of the
within Security, either (i) this Security with this “Election Form” form
duly completed, or (ii) a telegram, telex, facsimile transmission or a
letter from a member of a national securities exchange or the National
Association of Securities Dealers, Inc. or a commercial bank or a trust company
in the United States setting forth (a) the name of the Holder of the
Security, (b) the principal amount of the Security, (c) the principal
amount of the Security to be repurchased, (d) the certificate number or
description of the tenor and terms of the Security, (e) a statement that
the option to elect repurchase is being exercised, and (f) a guarantee
stating that the Security to be repurchased, together with this “Election Form”
duly completed shall be received by the Paying Agent five Business Days prior
to the Change of Control Payment Date. 
The address of the Paying Agent is The Bank of New York Trust Company,
N.A., c/o The Bank of New York, 101 Barclay Street, New York, New York 10286.


 


If less than the entire
principal amount of the within Security is to be repurchased, specify the
portion thereof (which principal amount must be $100,000 or an integral
multiple of $1,000 in excess thereof) which the Holder elects to have
repurchased:  $______________.