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


 


5.125% Notes due
2013


 


 


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 January 15, 2013 and to pay interest thereon from January 17,
2008 or from the most recent Interest Payment Date to which interest has been
paid or duly provided for semi-annually on January 15
and
July 15  of each year, commencing July 15,
2008, at the rate of 5.125% per annum, 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 for such interest 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 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.













 


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:
  January 17, 2008

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  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


 


 


5.125% Notes due 2013


 


 


 


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 entitled to any sinking fund.


 


Optional Redemption


 


The Securities of this
series are redeemable at the option of the Company at any time, in whole or in
part, at a Redemption Price equal to the greater of the following amounts,
plus, in each case, accrued and unpaid interest thereon to the Redemption Date:
(i) 100% of the principal amount of the Securities to be redeemed; and (ii) the
sum of the present values of the Remaining Scheduled Payments.













 


In determining the present values of the Remaining
Scheduled Payments, such payments shall be discounted to the Redemption Date on
a semi-annual basis (assuming a 360-day year consisting of twelve 30-day
months) using a discount rate equal to the Treasury Rate plus 0.30% (30  basis points).


 


“Treasury Rate” means, with respect to any
Redemption Date, the rate per annum equal to the semi-annual equivalent yield
to maturity or interpolated yield to maturity of the Comparable Treasury Issue.
In determining this rate, the price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) shall be assumed to be
equal to the Comparable Treasury Price for such Redemption Date.


 


“Comparable Treasury Issue” means the United
States Treasury security selected by an Independent Investment Banker as having
an actual or interpolated maturity comparable to the remaining term of the
Securities of this series to be redeemed that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of such Securities.


 


“Independent Investment Banker” means each of
Banc of America Securities LLC, Citigroup Global Markets Inc. and Lehman
Brothers Inc.  or their respective successors as may be appointed
from time to time by the Quotation Agent after consultation with the Company; provided, however, that if any of the foregoing shall cease
to be a primary U.S. Government securities dealer in New York City (a “primary
treasury dealer”), another primary treasury dealer shall be substituted
therefor by the Company.


 


“Comparable Treasury Price” means (A) the
arithmetic average of the Reference Treasury Dealer Quotations for such
Redemption Date after excluding the highest and lowest Reference Treasury
Dealer Quotations, or (B) if the Quotation Agent obtains fewer than three
Reference Treasury Dealer Quotations, the arithmetic average of all Reference
Treasury Dealer Quotations for such Redemption Date.


 


“Reference Treasury Dealer Quotations” means,
with respect to each Reference Treasury Dealer and any Redemption Date, the
arithmetic average, as determined by the Quotation Agent, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by
such Reference Treasury Dealer by 3:30 p.m. on the third Business Day
preceding such Redemption Date.













 


“Reference Treasury Dealer” means each of Banc
of America Securities LLC, Citigroup Global Markets Inc. and Lehman Brothers
Inc.  or their respective successors and any other primary
treasury dealer selected by the Quotation Agent after consultation with the
Company.


 


“Remaining Scheduled Payments” means, with
respect to any Security of this series, the remaining scheduled payments of the
principal and interest thereon that would be due after the related Redemption
Date but for such redemption; provided, however,
that, if such Redemption Date is not an Interest Payment Date with respect to
such Security, the amount of the next scheduled interest payment thereon shall
be reduced by the amount of interest accrued thereon to such Redemption Date.


 


“Quotation Agent” means, for purposes of
determining the Redemption Price, Citigroup
Global Markets Inc. or
such other primary treasury dealer as may be selected by the Company.


 


A partial redemption of the Securities of this series
may be effected by such method as the Trustee shall deem fair and appropriate
and may provide for the selection for redemption of a portion of the principal
amount of the Securities of this series equal to an authorized denomination.


 


Notice of any redemption shall be mailed at least 30
days but not more than 60 days before the Redemption Date to each Holder of the
Securities of this series to be redeemed.


 


Unless the Company defaults in payment of the
Redemption Price, on and after the Redemption Date interest shall cease to
accrue on the Securities of this series or portions thereof called for
redemption.


 


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 (a “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 a Change of Control
Offer, the Company shall be required to offer payment in cash equal to 101% 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 (a “Change of Control 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 (a “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, will 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:













 


(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 direct or indirect sale, lease, 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 any
person, other than the Company or a Subsidiary; (2) the consummation of
any transaction (including,













 


without limitation, any merger or consolidation) the result of which is
that any person 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 outstanding Voting Stock or other Voting Stock into which the
Company’s Voting Stock is reclassified, consolidated, exchanged or changed,
measured by voting power rather than number of shares; (3) the Company
consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such event
pursuant to a transaction in which any of the Company’s outstanding Voting
Stock or the Voting Stock of such other person is converted into or exchanged
for cash, securities or other property, other than any such transaction where
the shares of the Company’s Voting Stock outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for, a majority of
the Voting Stock of the surviving person or any direct or indirect parent
company of the surviving person immediately after giving effect to such
transaction; (4) the first day on which a majority of the members of the
Company’s Board of Directors are not Continuing Directors; or (5) the
adoption of a plan relating to the Company’s liquidation or dissolution.
Notwithstanding the foregoing, a transaction shall not be deemed to involve a
Change of Control under clause (2) above if (i) the Company becomes a
direct or indirect wholly-owned subsidiary of a holding company and (ii)(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 (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. The
term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of
the Exchange Act.


 


“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 Inc., and its successors.













 


“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 replacement rating agency or rating
agencies selected by the Company.


 


“Moody’s” means Moody’s Investors Service, Inc.,
and its successors.


 


“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
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 at least two of the three Rating
Agencies and the Securities of this series are rated below an Investment Grade
Rating by at least two of the three Rating Agencies on any day during the
period (which 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) commencing 60 days prior to the first
public notice of the occurrence of a Change of Control or the Company’s
intention to effect a Change of Control and ending 60 days following
consummation of such Change of Control.


 


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


 


“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.


 


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 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.













 


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 will 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: $                       .