UNITED STATESSECURITIES AND EXCHANGE COMMISSION

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Target Corporation

(Name of Registrant as Specified In Its Charter)

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Expect More. PayLess. Winning...Strategy PowerfulBrand... ProvenResults.

This presentationcontains forward-lookingstatements within themeaning of the PrivateSecurities LitigationReform Act of 1995,including projections ofEPS growth, andstatements regardingmarket share growth andcredit card write-offs.Such statements speakonly as of the date theyare made and are subjectto risks and uncertaintieswhich could cause thecompany’s actual resultsto differ materially. Themost important risks anduncertainties aredescribed in Item 1A ofthe company’s Form 10-K for the fiscal yearended January 31, 2009.Forward lookingstatements

Target’s Performance andStrategic Priorities

Target today1 1 Source:Target fiscal year end 31-January-2009 10-K filing,unless otherwise indicated.2 As of 30-April-2009. 3Earnings before interestexpense and income taxesof $4.4bn, plusdepreciation andamortization of $1.8bn. 4As of 30-April-2009.$41.26 per share *752.7mm sharesoutstanding per fiscal yearend 31-January-2009 10-Kfiling. Offers credit toqualified guests throughbranded (Target Visa,Target Card) proprietarycredit cards Credit CardSegment 20%: Apparel andaccessories 21%: Homefurnishings and decor 22%:Electronics, entertainment,sporting goods and toys22%: Health andHousehold essentials 15%:Food MerchandiseCategories (% of sales)$65bn of revenue inFY2008 $6.2bn ofEBITDA3 in FY 2008 $31billion marketcapitalization4 TotalCompany Financials 1,699large-format generalmerchandise and fooddiscount stores in 49states2 Over 200 millionretail square feet 34distribution centersIntegrated online business(Target.com) Ranked 4th inunique visits among retailwebsites in 2008Approximately 350,000employees Retail Segment

Target’s Board andmanagement haveconsistently deliveredoutstanding financialresults and shareholdervalue Proven trackrecord of growth instores, revenues andprofitability Responsiblestewards of shareholdercapital Total return toshareholders in the topquartile for the peergroup Well positioned inany economicenvironment Forward-looking, dynamic anddifferentiated strategyExperiencedmanagement team withdemonstrated ability toexecute Strong balancesheet and credit ratingsContinued commitmentto core vision, missionand values “ExpectMore. Pay Less.” brandpromise Continuouspipeline of newinitiatives focused onprofitable market sharegrowth Uniquecombination ofinnovation and superiorexecution

VISION To be the BestCompany Ever for ourguests, team members,shareholders andcommunities MISSION Tomake Target the preferredshopping destination forour guests by deliveringoutstanding value,continuous innovation andan exceptional guestexperience by consistentlyfulfilling our “ExpectMore. Pay Less.” brandpromise VALUES Be Fast,Fun & Friendly Foster anInclusive Culture PursueLeadership ExcellenceEmbrace Speed is LifeAdvance our ReputationSTRATEGIC PRIORITIESGrowth Drivers GrossMargin & ProfitabilityExpense, Productivity &Capital SuperiorExperience OrganizationalEffectiveness ReputationManagement Our vision,mission, values andstrategic priorities KeyInitiatives

Building a strongcompany Store BaseTotal Revenues ($ inmillions) 7.1% CAGR10.9% CAGR Source:Public filings Note: Allfigures from continuingoperations 1,225 1,3081,397 1,488 1,5911,682 851 912 9771,053 1,147 0 200 400600 800 1000 12001400 1600 1800 FY98FY99 FY00 FY01FY02 FY03 FY04FY05 FY06 FY07FY08 $42,025 $46,839$52,620 $59,490$63,367 $64,948$23,008 $26,529$29,740 $33,021$37,410 $0 $10,000$20,000 $30,000$40,000 $50,000$60,000 $70,000 FY98FY99 FY00 FY01FY02 FY03 FY04FY05 FY06 FY07FY08

Building a profitablecompany ($ inmillions, except for pershare data) TotalEBITDA and MarginDiluted EPS 13.8%CAGR 14.2% CAGRSource: Public filingsNote: All figures fromcontinuing operations$4,257 $5,732 $6,565$6,931 $6,228 $1,710$2,374 $2,660 $3,778$0 $1,000 $2,000$3,000 $4,000 $5,000$6,000 $7,000 $8,000FY98 FY99 FY00FY01 FY02 FY03FY04 FY05 FY06FY07 FY08 EBITDAEBITDA Margin 7.4%8.9% 8.9% 9.3%10.1% 10.1% 10.4%10.9% 11.0% 10.9%9.6% 0.0% 5.0%10.0% 15.0% $3,066$4,860 $1.76 $2.07$2.71 $2.86 $3.33$3.21 $0.76 $0.88$1.06 $1.21 $1.51$0.00 $0.50 $1.00$1.50 $2.00 $2.50$3.00 $3.50 FY98FY99 FY00 FY01FY02 FY03 FY04FY05 FY06 FY07FY08

Creating value for ourshareholders TotalShareholder ReturnSource: Bloomberg TenYears Ended 31-December-2007 (50)%0% 50% 100% 150%200% 250% 300% N.M.(3)% 11% 27% 48%50% 78% 128% 156%163% 164% 169% 218%224% 293% 1,232%Sears HoldingsJCPenney SafewayMacy’s Kroger HomeDepot S&P 500SuperValu WalgreenWal-Mart CVS Kohl’sTarget Costco Lowe’sBest Buy 350%

A strong combination ofprofitability and expectedgrowth 5-Yr ProjectedEPS Growth2 LastTwelve Months EBITDAMargin1 Source: Publicfilings 1 As of latestpublicly announcedquarter as of 01-May-2009. 2 IBES consensusestimates as of 01-May-2009. 3.4% 3.5% 5.1%5.4% 5.7% 6.8% 8.4%8.6% 8.7% 9.6% 10.8%11.0% 12.7% 7.3% 6.9%0.0% 2.0% 4.0% 6.0%8.0% 10.0% 12.0%14.0% Sears CostcoKroger Co SupervaluBest Buy SafewayWalgreen Wal-Mart CVSHome Depot JCPenneyTarget Macy’s Lowe’sKohls Corp 6.0% 9.0%11.0% 11.0% 11.0%12.0% 13.0% 13.0%13.0% 14.0% 14.0%14.0% 9.0% 9.5% 10.0%0.0% 5.0% 10.0% 15.0%Supervalu Kroger CoSears Safeway HomeDepot Wal-MartJCPenney Macy’sLowe’s Walgreen CostcoBest Buy Kohls CorpCVS Target

Well positioned in anyeconomic environmentTotal Shareholder ReturnSource: BloombergTarget’s share priceperformance in the pastsixteen months has beendown, but Target’s totalshareholder returnremains better than mostindustry peers SixteenMonths Ended 30-April-2009 (54)% (45)% (41)%(39)% (39)% (29)%(27)% (25)% (19)%(18)% (16)% (16)% (3)%(1)% 2% 8% -65% -55%-45% -35% -25% -15%-5% 5% 15% SuperValuMacy’s Safeway S&P500 Sears HoldingsCostco JCPenney BestBuy CVS KrogerWalgreen Target Lowe’sKohl’s Home Depot Wal-Mart

Well positioned in anyeconomic environmentTotal ShareholderReturn1 Source:Bloomberg Note:Permission to use quoteswas neither sought norgranted Year-to-date 7-May-2009. . Targetremains focused onsuccessful execution ofits strategy to generateshareholder value overtime “...Target’s retailand credit businesses areat a positive inflectionpoint.” – William Blair &Company, 17-April-20092009 (18)% (17)% (12)%(11)% (5)% 1% 11%13% 15% 22% 24% 24%25% 40% 49% 56%-25% -15% -5% 5% 15%25% 35% 45% 55% 65%Kroger Safeway CostcoWal-Mart Lowe’s S&P500 CVS Home DepotSuperValu Kohl’sWalgreen Target Macy’sBest Buy Sears HoldingsJCPenney

Given Target’s growthprofile, maintaining ourstrong investment gradecredit ratings isstrategically important.BBB- BBB BBB+ A- AA+ AA- AA Costco Wal-Mart Best Buy, KrogerSafeway BB+ Lowe’s,Target, Walgreens CVS,Home Depot, Kohl’s BBBB- Sears, SuperValu“Target’s strong liquiditycontinues as a creditpositive, and providessupport for the currentratings.” - Moody’sInvestors Services, 10-Mar-2009 “Target’scredit ratings are amongthe highest in retail,which is a criticaladvantage in anenvironment of tighteraccess to credit.” -Deutsche Bank, 24-Oct-2008 Note: Permission touse quotes was neithersought nor granted.JCPenney, Macy’s Note:As of 30-April-2009.

Target’s CorporateGovernance and Boardof Directors

Target has embraced strongcorporate governancepractices for decades “Webelieve the board should bethe dominant forcepropelling the companytoward the realization of itsopportunities and thefulfillment of itsobligations...While the boardshould rightfully expectmanagement to provideleadership, it is the duty ofthe board to stimulate, togive direction, appraise and,if necessary, changemanagementAs such, webelieve that the board ofdirectors should be an activeand aggressive force inbuilding, not just protecting,the interests of theshareholder.” - Donald C.Dayton, 6-May-1968 “Wehave long believed that astrong board of directorsmakes a strong managementeven stronger.” - Kenneth N.Dayton, 3-May-1983 Note:Permission to use quotes wasneither sought nor granted. Alongstanding commitmentthat is a legacy of thecompany’s founders Acommitment to regularlyrefresh its Board with newmembers Term limitsMandatory retirement age Arequirement that any directorwhose principal employmentsubstantially changes submitan offer of resignation forconsideration by the board Apost-retirement term limit Apreponderance ofindependent board membersAudit Committee comprisedexclusively of financialexperts Regular meetings ofindependent directors inexecutive session withoutmanagement Key Elementsof Board Governance

July 2004 Completed saleof Marshall Field’s for $3.2billion in cash January2000 Name change toTarget Corporation May2008 Sold undividedinterest in credit cardreceivables to JP MorganChase for $3.6 billion incash September 2004Completed sale ofMervyn’s for $1.7 billionin cash November 2007Announced $10 billionshare repurchase program,replacing priorauthorization RecentActions Our board has ahistory of listening toshareholder ideas andconcerns and taking actionwhen appropriate “Weappreciate management’swillingness to listen to andevaluate ideas proposed byshareholders.” -- PershingSquare REIT presentation29-Oct-2008 Note:Permission to use quoteswas neither sought norgranted.

Our Board membersrepresent an array ofsubstantial experience andsenior leadership All of ourindependent directors werechosen after acomprehensive search anda thorough vetting processDiverse backgrounds andtalents Extensive,successful track records inhighly relevant positionswith well-respectedorganizations Boardcomposition balances freshperspectives of newmembers with continuityfrom more experiencedmembers 6 out of 12 Boardmembers have been addedsince 2002, with 3 of theseadded since 2007 Ourdirector nominees– MaryDillon, RichardKovacevich, GeorgeTamke, Sol Trujillo—complement theexperience, skills andperspectives of the otherindividuals on our Boardof Directors, each of whombrings valuable leadershipand insight to matterscritical to the company’ssuccess Pershing Square’sassertions that our Boardlacks relevant experiencein retail, credit cards andother aspects of ourbusiness are simply wrongWe believe that PershingSquare’s attempt todisplace our fourincumbent directors wouldgreatly diminish thestrength and talent of theBoard and is not in the bestinterest of Targetshareholders

The Board is well balancedwith individuals of diverseknowledge and experiencerelevant to our businessPartner of Lion Capital since2007 Previously at Coca-Colafor 23 years, most recentlyEVP and President ofMarketing, Strategy andInnovation Director ofHeineken Mary E. MinnickSince 2001, Chairman of WellsFargo, one of the largest creditand debit card issuers in theUnited States. Also served asCEO of Wells Fargo from1998-2007 Director of Cargill,Cisco Systems Richard M.Kovacevich Vice Chairman ofPerseus, a merchant bankingprivate equity firm since 2001Director of The GoldmanSachs Group, Forestar RealEstate Group James A.Johnson Chairman of theAtlanta Beltline, Inc.Previously served as Sr. VP ofU.S. Operations of UPS from1998-2005 Director ofCardinal Health, Coca-ColaEnterprises Calvin DardenPresident of Austin InvestmentAdvisors since January 2004Previously served as Presidentand Chief Operating Officer ofDirecTV Director of AbbottLaboratories, TeledyneTechnologies, LM EricssonTelephone Roxanne S. AustinSince 2005, Global ChiefMarketing Officer andExecutive VP of McDonald’s,the leading global foodserviceretailer Previously served asPresident of Quaker Foodsdivision of PepsiCo Mary N.Dillon Experience DirectorCEO of Telstra Corporationsince 2005. an Australiantelecommunications andinformation services company;Retiring on June 30, 2009Former CEO of Orange S.A.,and US West Solomon D.Trujillo Since 2000, Partner atClayton, Dubilier & Rice witha focus on consumer and retailcompanies Director ofCulligan Ltd., Hertz GlobalHoldings, ServiceMasterGlobal Holdings George W.Tamke Served as Chairmanand CEO of General Millsfrom 1995 to 2007. Retired asCEO of General Mills in 2007and as Chairman in 2008. Hadbeen with General Mills invarious positions since 1974Director of Wells Fargo, PfizerStephen W. Sanger Chairmanand CEO of Xerox Corp. Hasbeen with Xerox Corp. since1976 Director of Citigroup,Fuji Xerox, The WashingtonPost Company Anne M.Mulcahy Sr. VP and CFO ofEli Lilly since May 2006. Hasbeen with Eli Lilly since 1990Derica W. Rice Chairman ofthe Board, CEO and Presidentof Target. Has been Presidentsince 1999, at DHC/TGT since1979 Director of The Toro Co.Gregg W. SteinhafelExperience Director Note:Highlighted names representdirectors up for re-election in2009

Mary N. Dillon Substantialexperience in marketing,brand management, foodretailing and consumersales Executive VicePresident and Global ChiefMarketing Officer,McDonald’s Corporation,the leading globalfoodservice retailer, whereshe has responsibility forbuilding and maintainingthe important McDonald’sbrand with customersFormer President of themulti-billion dollar QuakerFoods division of PepsiCoCorporation, where shehad responsibility for theentire Quaker Foodsbusiness, includingmerchandising, pricing,product development,finance and salesperformance at all grocery,club, and mass retailers inthe U.S. Member of theTarget Board of DirectorsExecutive Committee, theCorporate ResponsibilityCommittee and theCorporate GovernanceCommittee Ms. Dillon’sfresh perspectives andbroad experience make heran important contributor tothe successful developmentand execution of Target’sfood strategy andmanagement of Target’sbrand image

Richard M. KovacevichLeader in financialservices industryChairman, and from1998 to 2007, also CEO,of Wells Fargo WellsFargo is the largestcommercial real estatelender in the U.S., thelargest commercial realestate broker in the U.S.,the second largest bankby market capitalizationin the U.S., and one ofthe largest credit cardand debit card issuers inthe U.S. As of the end of2008, Wells Fargo had$23.6 billion of creditcard loans outstanding Inhis capacity as CEO ofWells Fargo, Mr.Kovacevich alsomanaged one of thecountry’s largest retailbanking chains, servingcustomers throughout theUnited States with over11,000 locations Memberof the Target Board ofDirectors ExecutiveCommittee, NominatingCommittee, AuditCommittee and theCorporate GovernanceCommittee. Mr.Kovacevich’s guidancein matters relating to thecredit card business, realestate and financialmarkets has been of greatvalue

George W. TamkeSeasoned operator ofmultinational businessesincluding retail, customerservice and otherindustries, with particularexpertise in drivingorganizational efficiency Inhis capacity as Partner atClayton, Dubilier & Rice,Inc., a private equityinvestment firm, Mr.Tamke serves as a directorof portfolio companieswith world class brandsand millions of customers:Chairman of Culligan Ltd.,Lead Director of HertzGlobal Holdings, Inc. andChairman ofServiceMaster GlobalHoldings, Inc. Formerlyserved as Vice Chairmanand co-CEO of EmersonElectric and as interimCEO of Kinko’s, Inc.Member of the TargetBoard of DirectorsExecutive Committee, theNominating Committee,the Audit Committee, theFinance Committee and theCorporate GovernanceCommittee Mr. Tamke’sexpertise in driving leanorganizations hascontributed to Target’strack record of efficiencyand profitable growth

Solomon D. Trujillo Leader ofinternational technology andtelecommunicationscompanies Chief ExecutiveOfficer of Telstra Corp. Ltd.,Australia’s leadingtelecommunications andinformation services companywhich operates hundreds ofretail locations and the world’slargest and fastest nationalmobile broadband networkFormerly Chief ExecutiveOfficer of Orange S.A., aEuropean telecommunicationscompany which servesmillions of customers andoperates thousands of retaillocations in 20 countries Alsoserved as Chief ExecutiveOfficer of US West, providingservice to over 25 millioncustomers, until its sale toQwest in 1999 Member of theTarget Board of DirectorsExecutive Committee, theCompensation Committee andthe Corporate GovernanceCommittee. Also, theChairman of the CorporateResponsibility Committee Mr.Trujillo’s expertise intechnology and internationalbusiness has been critical inguiding Target’s $500 millionannual investment intechnology and providingglobal perspective to Target,the third largest importer in theUnited States with 30 globalsourcing offices

Pershing Square’sProxy Fight

We conducted acomprehensive evaluationof Pershing Square’s CreditCard proposal Weannounced a review of thisproposal following ourSeptember 2007 Boardmeeting Engaged GoldmanSachs and First AnnapolisApproached market withRFP process Review tooklonger than expectedRapidly deterioratingmarkets in late 2007 andearly 2008 drove sharpincreases in potentialpartners’ funding costsEconomics to Targetsuggested by PershingSquare not attainable thenor now Successfully closed$3.6 billion transactionwith JPMorgan Chase inMay 2008 Terrific strategicpartner Achievedmeaningful transfer of riskTransaction economicsdriven by marketconditions Transaction size(47%) driven by Target’spreferred structure

We conducted acomprehensive evaluationof Pershing Square’s REITproposal We met with BillAckman numerous timesreviewing multipleiterations of his REITproposal Our evaluation ofPershing’s various REITproposals incorporatedjudgments from capitalmarkets and structuredfinance products expertsWe gauged interest frompotential REIT, TIPs andhedge fund investorsthrough directconversations regardingthe REIT proposals Wecollected observationsregarding the proposalsfrom shareholders,research analysts and otherthird party sources Wediscussed the potentialcredit ratings impact toTarget directly with S&P,Moody’s and Fitch

We ultimately concludedPershing’s REIT proposalswere not in the bestinterests of ourshareholders due to anumber of concernsPershing assumes debtpay-down using proceedsfrom an IPO of the REITentity that would be thelargest REIT IPO ever.However, these proceedswould still be well short ofthe amount needed toaddress concerns about theleverage burden onremaining retail assetsFeedback from the investorcommunity demonstratedlimited interest in REITvehicle Pershing’sassertion of value creationis unsubstantiated andbased on significant P/Emultiple expansion andlong-term tax assumptionsWe believe the proposedtransaction is similar to aleveraged recapitalizationand that now is not theright time to pursue it. Webelieve that it wouldthreaten our credit rating,financial flexibility andaccess to capital PershingSquare’s proposal wouldencumber Target with$1.4b of annual leaseexpenses for 75 yearsincreasing at the rate ofinflation Pershing’s realestate proposalcontemplates $1.4 billionof annual added costs toTarget...without assuringany value creation

Following the rejection ofhis REIT proposal, BillAckman took a series ofsteps to advance hisagenda Proposednominating himself andMatt Paull well after thedeadline for nominationsHowever, members of theNominating Committeeinterviewed and consideredboth candidates PershingSquare subsequentlyacknowledged that Mr.Paull had an anti-trustconflict because he was adirector of Best Buy, amajor competitor in theconsumer electronicsbusiness Pershing Squarewithdrew Matt Paull fromnomination, theninformally proposed RonMarshall, CEO of BordersBooks, who also had ananti-trust conflict, andsubsequently proposed twoother candidates, who arenow part of PershingSquare’s slate The finaltwo Pershing Squarenominees, Jim Donald andRon Gilson, were nevermentioned to theNominating Committee orTarget Board beforePershing Square launchedits proxy contest JimDonald has an anti-trustconflict due to his role onthe Rite Aid Board; He hasindicated he will abandonhis position on that Boardif elected to the TargetBoard Target has a long-standing commitment toshareholder engagementTarget has been fullyengaged with, andresponsive to, PershingSquare for 21 monthsDespite being well beyondthis year’s deadline forsubmission of Boardnominees, Target’sNominating Committeegave full consideration toPershing Square’scandidates Sought BoardRepresentation Target’sResponse

Following the rejection ofhis REIT proposal, BillAckman took a series ofsteps to advance hisagenda Raised issue aboutboard size (13 vs. 12) andsuggested arbitration toresolve the issue Suggesteduse of a Universal ProxyCard on the day of ourdefinitive proxy filing,despite the impracticalityof implementation due tolack of a viable automatedtabulation system MadeTechnical ArgumentsContributing toShareholder ConfusionTarget’s Response Targethas a long-standingcommitment to strongcorporate governanceDespite our firm belief thatTarget’s Board size is 12members, Target haselected to allowshareholders to vote todetermine the sizeAdopting a universal proxycard cannot beimplemented in anyreliable fashion in the timeframe of this proxy contest,especially since thesuggestion was made byPershing Square well afterlaunching their proxycontest and on the sameday Target filed itsdefinitive proxy materialsIn 2004, Richard Daly,CEO of Broadridge,testified to the SEC that itwould be a six-to sevenmonth effort to converttheir systems toaccommodate this changeWe believe ourshareholders are notconfused by the currentsystem

Concluding Remarks

We believe PershingSquare’s candidateswould not be in the bestinterests of Targetshareholders Target isrecognized as a best-in-class retailer with alongstanding record ofdelivering superiorshareholder value andhas a clear strategy thatwill continue to createvalue Target’s diverseand independent Board isrecognized as a first-class steward ofshareholder value and theleader of an outstandingcorporate citizen DespiteBill Ackman’s publicdisclaimers, we believePershing Square’sprimary motive for itsproxy fight is predicatedon advancing a short-term, risky agenda (likethe REIT Proposal) thatwould not benefit thecompany’s shareholdersWe believe PershingSquare’s interests are notaligned with long-termshareholders given theshort term orientation ofthe majority of itsbeneficial ownershipposition We believePershing Square’smisguided attempt todisplace the four talenteddirectors from the TargetBoard who are up forelection is not in the bestinterest of Targetshareholders We AreHere to Ask for YourSupport for Our Slate ofNominees for Target’sBoard