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


 


6.500% Notes due 2037


 


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 October 15, 2037 and to pay interest thereon from
October 5, 2007 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for semi-annually on April 15 and October 15 of
each year, commencing April 15, 2008, at the rate of 6.500% 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: October
  5, 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


 


 


6.500% Notes due 2037


 


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
Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated 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
Goldman, Sachs & Co., J.P. Morgan Securities Inc. and Merrill Lynch,
Pierce, Fenner & Smith Incorporated 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, J.P. Morgan Securities 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 (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 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 (the “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 (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, 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 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 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


 













 


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.


 













 


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:  $__________.