Leading Advisory Firm, RiskMetrics, Recommends that Target Shareholders Vote the...

Leading Advisory Firm, RiskMetrics, Recommends that Target Shareholders Vote
the GOLD Proxy Card and Elect Bill Ackman and Jim Donald

NEW YORK, May 19 /PRNewswire/ -- Pershing Square Capital Management, L.P.
announced today that RiskMetrics Group, the leading independent proxy voting
advisory and corporate governance services firm, has recommended that
shareholders of Target Corporation (NYSE: TGT) vote Pershing Square's GOLD
proxy card, reject Target's proposal to reduce the board size to 12, and elect
two of the Nominees for Shareholder Choice - Bill Ackman and Jim Donald - to
the board of directors of Target at its 2009 Annual Meeting of Shareholders,
which is scheduled for May 28, 2009. Furthermore, RiskMetrics recommends that
stockholders and institutional investors NOT vote the company's white proxy
card.

RiskMetrics (formerly known as ISS) is a leader among proxy advisory services
and a universally recognized independent voice for both retail and
institutional investors. Its analyses and recommendations are relied upon by
hundreds of major institutional investment firms, mutual funds and fiduciaries
throughout the United States.

"We are gratified that RiskMetrics, after thoughtful and insightful analysis,
has supported our call for change on Target's board," said Bill Ackman of
Pershing Square. "This is the second report from an independent advisory firm
that recommends voting the GOLD proxy card and highlights the strength of the
Nominees for Shareholder Choice. Together with the recommendation of PROXY
Governance last week, this confirms the clear need for meaningful change on
Target's board."

In advance of issuing its report, RiskMetrics met with representatives of both
groups and held a special governance forum that allowed each side to make its
case. In its report, RiskMetrics described its processes as follows: "[w]hen
the dissidents are seeking a minority position on the board...RiskMetrics will
require that dissidents prove that change is preferable to the status quo and
that the dissident slate will add value to board deliberations by considering
the issues from a different viewpoint than the current board members."
Clearly, the Nominees for Shareholder Choice have met their burden of proof in
this case.

In its analysis, RiskMetrics criticizes the Target board's resistance to
change, noting specifically that "[r]esistance to change is part of the human
condition. If we are psychologically programmed to hold fast to the ideas in
which we have made substantial investments, perhaps, in the words of Target
founder Ken Dayton, after a certain period of time, [an] organization would be
better off with fresh, new ideas that challenge the status quo."

RiskMetrics also questions whether "the company has successfully enacted
strategies to succeed in all economic climates, a crucial prerequisite to
building sustainable, long-term shareholder value," and concludes that, in its
opinion, "given the atypical strategies of the company with respect to credit
cards and real estate, the board would benefit from new blood with the
specific skill sets and incentives to ensure that the company is able to
quickly capitalize on future opportunities."

In recommending against Target's proposal to reduce the number of directors to
12, RiskMetrics notes that "[b]y rejecting a decrease in the size of the
board, Target shareholders will ensure that at least one dissident nominee is
elected to the board. Based on the qualifications and skill sets of the
dissident nominees, we believe that the incremental addition of any one of the
dissidents to the board likely would add value."

In recommending the election of Bill Ackman, RiskMetrics commends his
reputation for "thoughtful analysis and alpha generation" and concludes that
Target shareholders could reasonably expect Bill to add value to the board in
the following key areas:

-- Real Estate: "as head of the fund that has clearly spent an
enormous amount of time and effort on generating a real estate
proposal
for the company, to provide a fresh and informed alternative point of
view with respect to the company's real estate strategy."
-- Credit Cards: "as head of the fund that previously helped to
convince the company to partially divest its credit card portfolio, to
provide a fresh and informed alternative viewpoint on the company's
credit card strategy."

-- Corporate Governance: "based on his frequent invocations of
corporate governance precepts during this proxy fight, and on his
significant stake as a shareholder, to help ensure that the key goals
of
good corporate governance - accountability to shareholders and
oversight
of management - would be met."

In recommending the election of Jim Donald, RiskMetrics notes that Jim's
retail food experience "would likely prove valuable for a company that is
seeking to expand its fresh food offerings." RiskMetrics further notes that
even opponents of the Nominees for Shareholder Choice acknowledge that Jim is
a "highly regarded operator in [the grocery] field."

RiskMetrics also rejected, one by one, the principal arguments that the Target
board has used against the Nominees for Shareholder Choice:

-- On Pershing Square's so-called "risky" real estate
agenda: "We note that (i) a small minority number of dissident
directors will be incapable of effecting any real estate transaction,
(ii) depending on market conditions and the specific facts and
circumstances, a real estate transaction in theory could create both
short- and long-term value, and (iii) Ackman has publicly committed to
not support a transaction that would threaten Target's credit
rating."
-- On the importance of a "shareholder watchdog" and nominee
independence: "We note that (i) many investors take comfort in
electing a 'shareholder watchdog' to the board, (ii) absent
evidence to the contrary, a long investor's interests are typically
aligned with its fellow shareholders, (iii) there is no evidence that
the dissident nominees other than Ackman are not independent of
Pershing, (iv) all directors are subject to the duty of loyalty and
are
subject to legal liability for breaches of such duty, (v) proxy
access,
which is widely expected to be enacted by the new administration,
would
routinely present shareholders with shareholder nominated
candidates."
-- On the assertion that election of dissidents would create disruption
on
the Target board: "We note that (i) the dissidents are more
financially incentivized than virtually any other party to ensure the
company succeeds, (ii) Pershing has no track record of disruption."
-- On the assertion that the dissidents don't have a specific plan:
"We note that (i) RiskMetrics does not require a detailed plan for
dissidents who are merely seeking minority representation, as
sometimes
new blood and a different perspective can add value to an
underperforming board, (ii) as outsiders, it's a significant
challenge for dissidents to create a detailed plan, (iii) new
directors
nominated by the company are not asked to present a specific plan
prior
to joining the board."

-- On the significance of shareholder representation on Target's
board: "It would be curious to justify full support for a board
that oversaw the short-term value destruction that allegedly led to
the
proxy fight. Pershing has invested over $1 billion, and dissident
nominee Ackman has invested a significant amount of his personal
funds,
in Target. Moreover, Pershing has expended significant sums developing
detailed proposals with respect to the company's credit card and
real estate strategies, as well as spending on the proxy fight itself.
Fellow shareholders have been able to 'free ride' on the work
done by Pershing and through the efforts of Pershing have been
presented
with an opportunity that is denied most investors -- a choice at the
ballot box."

"It is also gratifying that RiskMetrics took special note of what this
election is and is not about," added Mr. Ackman.

-- On why board change is warranted: RiskMetrics has specifically noted
that this election is about "whether the board can be improved...
the willingness and expertise to examine all prudent strategic
alternatives... the ability of the board to remain emotionally
unattached to previous decisions when a change in course may be
warranted... the aligning the incentives of the board and
shareholders... [and] the ability of the owners of the corporation to
influence the makeup of the board." In doing so, RiskMetrics
rejected a number of assertions by the Target board which we believe
are
designed to mislead shareholders, including Target's assertions
that this election was about "implementing Pershing's
'risky' real estate scheme" and about "Ackman's
use of derivatives."

Pershing Square also commented on the recommendation by a fourth proxy
advisory firm, Glass Lewis & Co. Mr. Ackman stated, "while Glass Lewis did
not recommend our nominees, we are pleased that Glass Lewis agrees with our
view that Target has a number of deficiencies in its corporate governance
practice." In particular, Glass Lewis notes in its report that incumbent
director James Johnson served as chairman of the compensation committee in
fiscal year 2007 and 2008, during which time Target paid more compensation to
its top executives but performed worse than its peers. Glass Lewis also notes
that incumbent director Anne Mulcahy is serving as chairman and CEO of Xerox
Corporation and as director on three other public company boards, including
Target. Glass Lewis concludes that "the time commitment required by this
number of board memberships may preclude Ms. Mulcahy from fulfilling her
responsibilities to [Target's] shareholders, as well as the shareholders of
Xerox Corporation." However, due to the classified nature of Target's board,
Glass Lewis notes that "shareholders are unable to hold the noted individuals
accountable for the issues discussed."

"It is time for fresh perspectives and shareholder representation on Target's
board. We are confident that the Nominees for Shareholder Choice possess the
knowledge, experience and leadership to invigorate the boardroom, to respond
to shareholder concerns, and to ensure effective oversight of the company's
strategic decisions. We urge you to follow the recommendations of RiskMetrics
and Proxy Governance and vote the GOLD proxy card."

Vote Now - Vote Today

The date of Target's Annual Meeting is fast approaching. We urge Target
shareholders to sign, date and return the GOLD proxy card as soon as possible
and vote FOR the Nominees for Shareholder Choice. If you have already voted
on the white proxy card, you can change your vote by submitting a later dated
GOLD proxy card. For more information on how to vote, as well as other proxy
materials, please visit www.TGTtownhall.com.

About Pershing Square Capital Management, L.P.

Pershing Square Capital Management, L.P., based in New York City, is an SEC
registered investment advisor to private investment funds. Pershing Square
manages funds that are in the business of trading - buying and selling -
securities and other financial instruments. Funds managed by Pershing Square
have long positions in stock, options and other financial instruments tied to
the performance of Target Corporation's stock. Pershing Square has and in the
future may increase, decrease, dispose of, or change the form of its
investment in Target Corporation for any or no reason.

Additional Information

In connection with Target's 2009 Annual Meeting of Shareholders, Pershing
Square Capital Management, L.P. and certain of its affiliates (collectively,
"Pershing Square") have filed a definitive proxy statement on Schedule 14A
with the Securities and Exchange Commission (the "SEC") containing information
about the solicitation of proxies for use at the 2009 Annual Meeting of
Shareholders of Target Corporation. The definitive proxy statement and the
GOLD proxy card were first disseminated to shareholders of Target Corporation
on or about May 2, 2009.

SHAREHOLDERS OF TARGET ARE URGED TO READ THE PROXY STATEMENT CAREFULLY BECAUSE
IT CONTAINS IMPORTANT INFORMATION. The definitive proxy statement and other
relevant documents relating to the solicitation of proxies by Pershing Square
are available at no charge on the SEC's website at http://www.sec.gov.
Shareholders can also obtain free copies of the definitive proxy statement and
other relevant documents at www.TGTtownhall.com or by calling Pershing
Square's proxy solicitor, D. F. King & Co., Inc., at 1 (800) 290-6427.

Pershing Square and certain of its members and employees and Michael L.
Ashner, James L. Donald, Ronald J. Gilson and Richard W. Vague (collectively,
the "Participants") are deemed to be participants in the solicitation of
proxies with respect to Pershing Square's nominees. Detailed information
regarding the names, affiliations and interests of the Participants, including
by security ownership or otherwise, is available in Pershing Square's
definitive proxy statement.

Cautionary Statement Regarding Forward-Looking Statements

This letter contains forward-looking statements. All statements contained in
this letter that are not clearly historical in nature or that necessarily
depend on future events are forward-looking, and the words "anticipate,"
"believe," "expect," "estimate," "plan," and similar expressions are generally
intended to identify forward-looking statements. These statements are based on
current expectations of Pershing Square and currently available information.
They are not guarantees of future performance, involve certain risks and
uncertainties that are difficult to predict and are based upon assumptions as
to future events that may not prove to be accurate. Pershing Square does not
assume any obligation to update any forward-looking statements contained in
this letter.

SOURCE Pershing Square Capital Management, L.P.

Pershing Square Capital Management, L.P., William A. Ackman, +1-212-813-3700