8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November 17, 2008

KOHL’S CORPORATION

(Exact name of registrant as specified in its charter)

Wisconsin	001-11084	39-1630919
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

N56 W17000 Ridgewood Drive         Menomonee Falls, Wisconsin	53051
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (262) 703-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

A.  

Amendments to Employment Agreements with R. Lawrence Montgomery, Kevin Mansell, Donald Brennan, Thomas Kingsbury and John Worthington

On November 17, 2008, Kohl’s Department Stores, Inc., (“KDS”) a wholly-owned subsidiary of Kohl’s Corporation (the “Company”), entered into amendments to the employment agreements between KDS and each of R. Lawrence Montgomery, Kevin Mansell, Donald Brennan, Thomas Kingsbury and John Worthington.  These amendments:

(1)  Modify and amend certain terms of the employment agreements to ensure compliance with the United States Department of Treasury’s final regulations issued pursuant to Section 409A of the Internal Revenue Code; and

(2)  Require each executive to execute a general release of all claims against KDS as a condition to the executive’s receipt of any payments or other benefits after termination of the executive’s employment.  

The foregoing description of the amendments is qualified in its entirety by reference to the employment agreement amendments, copies of which are attached as exhibits to this filing and incorporated herein by reference.

B.  

Corrective Stock Option Grant to R. Lawrence Montgomery  

On November 11, 2008, the Kohl’s Corporation Board of Directors’ Compensation Committee unanimously approved a corrective stock option grant of 250,000 non-qualified stock options (the “Corrective Options”) to R. Lawrence Montgomery, effective November 17, 2008 (the “Grant Date”).   This grant was made to compensate Mr. Montgomery for losses he suffered in April 2004 due to an administrative error by the Company’s Human Resources staff.  At the time, it was Company policy that the Human Resources staff was responsible for keeping senior executive officers informed of upcoming option expiration dates and facilitating the exercise of those options.  As a result of incorrect information provided to Mr. Montgomery, 120,000 of Mr. Montgomery’s vested, in-the-money stock options expired without his knowledge.  The expired options had an in-the-money market value of app roximately $5 million on the date they expired.  

The Corrective Options were granted pursuant to the Company’s 2003 Long-Term Compensation Plan (the “Plan”).  The exercise price of the Corrective Options is $27.45 per share, which was the closing sale price of a share of the Company’s stock on the New York Stock Exchange on the Grant Date.  The Corrective Options will expire on November 17, 2015, regardless of whether Mr. Montgomery’s employment terminates prior to that time.  The Corrective Options will vest in five equal installments on the first five anniversaries of the Grant Date, provided that, upon a termination of Mr. Montgomery’s employment, the remaining unvested portion of the Corrective Options shall vest in equal installments on an annual basis over the period of time Mr. Montgomery is then contractually prohibited from engaging in

activities which are competitive with those of the Company.  Provided Mr. Montgomery does not violate his non-competition restriction, each installment of the remaining unvested portion of the Corrective Options shall vest on the anniversary of the date of termination of his employment until the end of the then-applicable non-competition period, provided that such period shall not extend beyond the fifth anniversary of the Grant Date.

The Corrective Options will vest immediately upon Mr. Montgomery’s death or upon a change of control of the Company, as defined in the Plan.All other terms of the Corrective Options are consistent with the terms of the Plan.    

Item 9.01.  Financial Statements and Exhibits.

EXHIBIT INDEX

Exhibit No.	Description
99.1	Amendment to Employment Agreement between the Company and R. Lawrence Montgomery dated as of November 17, 2008
99.2	Amendment to Employment Agreement between the Company and Kevin Mansell dated as of November 17, 2008
99.3	Amendment to Employment Agreement between the Company and Donald Brennan dated as of November 17, 2008
99.4	Amendment to Employment Agreement between the Company and Thomas Kingsbury dated as of November 17, 2008
99.5	Amendment to Employment Agreement between the Company and John Worthington dated as of November 17, 2008

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  November 19, 2008

KOHL’S CORPORATION

By:  /s/ Richard D. Schepp                            

Richard D. Schepp

Executive Vice President

General Counsel and Secretary

EX-99.1

Exhibit 99.1

Kohl’s Department Stores, Inc.

N56 W17000 Ridgewood Drive

Menomonee Falls, Wisconsin  53051

November 17, 2008

Dear Larry:

We have entered into an employment agreement with you dated January 31, 1998 (the “Employment Agreement”).  Certain provisions of the Employment Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Under the final regulations issued by the Department of Treasury under Code Section 409A, all arrangements that are subject to Section 409A must be amended to comply with the final regulations on or before January 1, 2009.  Therefore, in order to comply with the final regulations under Section 409A, we are hereby amending your Employment Agreement, effective as of November 17, 2008, as follows:

1.

Disability.  The second sentence of Section 4.12. of the Employment Agreement shall be deleted and replaced with the following language:

“For purposes of this Agreement, “Disability” means the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Corporation.”

2.

Separation From Service.  A new Section 4.4. of the Employment Agreement shall be inserted into the Employment Agreement, to read:

“A termination of employment under this Agreement shall only occur to the extent Executive has a “separation from service” from Corporation in accordance with Section 409A of the Code.  Under Section 409A, a “separation from service” occurs when the Executive and the Corporation reasonably anticipate that no further services will be performed by the Executive after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Executive over the immediately preceding 36-month period.”

3.

Timing of Payments Upon Termination for Cause or Voluntary Termination Other Than For Good Reason.  The last sentence of Section 5.4. of the Employment Agreement shall be deleted and replaced with the following sentence:

“All salary or compensation hereunder shall be paid to Executive in accordance with the Corporation’s regular payroll practices or, to the extent applicable, in accordance with the terms of the benefit plans to which they relate.”  

4.

Timing of Gross-Up Payment.  At the end of Section 5.7.(b) of the Employment Agreement, the following language shall be added:

“Any Gross-Up Payment under this Agreement shall be paid to the Executive no later than the end of the Executive’s taxable year following the calendar year in which the Excise Tax is remitted to the taxing authorities.”

5.

Delay of Payments if Required by Section 409A.  A new Section 5.8. shall be inserted into the Employment Agreement, to read:

“5.8.

Delay of Payments if Required by Section 409A.  If amounts paid to Executive pursuant to Article V of this Agreement would be subject to a penalty under Section 409A of the Internal Revenue Code because Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), such payments will be delayed until a date which is six (6) months after Executive’s termination of employment, at which point any such delayed payments will be paid to Executive in a lump sum.”

6.

Release.  A new Section 5.9. shall be inserted into the Employment Agreement, to read:

“5.9.

Release.  As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Executive, or his personal representative, shall be required to execute a written release agreement in a form satisfactory to the Corporation containing, among other items, a general release of claims against the Corporation and, as an additional condition to the receipt of such amounts or benefits, Executive shall refuse to exercise any right to revoke such release agreement during any applicable rescission period.”

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7.

Timing of Reimbursements.  At the end of Article VI of the Employment Agreement, the following language shall be added:

“In no event will the reimbursements to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of reimbursements to be provided in any other taxable year, nor will Executive’s right to reimbursement be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Corporation pursuant to this Agreement shall be paid to the Executive no later than the calendar year following the calendar year in which the Executive incurs the expenses.”

8.

Timing of Benefits.  At the end of Section 7.1 of the Employment Agreement, the following language shall be added:

“In no event will the in-kind benefits to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of in-kind benefits to be provided in any other taxable year, nor will Executive’s right to in-kind benefits be subject to liquidation or exchange for another benefit.”

9.

Timing of Payment of Health Insurance Benefits.  At the end of Section 7.3 of the Employment Agreement, the following language shall be added:

“In no event will the Health Insurance Benefits to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of Health Insurance Benefits to be provided in any other taxable year, except as permitted under Section 409A of the Internal Revenue Code or the treasury regulations relating thereto.  In addition, Executive’s right to Health Insurance Benefits shall not be subject to liquidation or exchange for another benefit.”

10.

Fees and Expenses.  A new paragraph shall be inserted at the end of Section 9.6. of the Employment Agreement, to read:

“In no event will the reimbursements or in-kind benefits to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Corporation pursuant to this Agreement shall be paid to the Executive no later than the calendar year following the calendar year in which the Executive incurs the expenses.  Notwithstanding the foregoing to the contrary, the payment by the Corporation of any fees or reimbursements of expenses related to an “Underpayment” under this Section 9.6 shall be made no later that the last day permitted under Section 1.409A-3(i)(1)(v) of the treasury regulations.”

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11.

Section 409A Compliance.  A new Section 9.10. shall be inserted at the end of the Employment Agreement, to read:

“9.10.

Section 409A Compliance.  The Corporation and Executive intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Executive to the payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A.  The provisions of this Agreement shall be interpreted in a manner consistent with such intent.  In furtherance thereof, to the extent that any provision hereof would otherwise result in Executive being subject to payment of tax, interest and tax penalty under Code Section 409A, the Corporation and Executive agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic valu e of the relevant payment or benefit under this Agreement to Executive.”

The capitalized terms used above which are not otherwise defined in this letter will have the meanings assigned to them in the Employment Agreement.  Except as modified by this letter, the Employment Agreement will remain in full force and effect.  

Please confirm your agreement with the foregoing by signing and returning to the Corporation a copy of this letter.

KOHL’S DEPARTMENT STORES, INC.

By: /s/ Kevin Mansell                                    

Kevin Mansell

President, Chief Executive Officer

Agreed effective as of the 17th day of November, 2008.

By: /s/ R. Lawrence Montgomery                       

     R. Lawrence Montgomery

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EX-99.2

Exhibit 99.2

Kohl’s Department Stores, Inc.

N56 W17000 Ridgewood Drive

Menomonee Falls, Wisconsin  53051

November 17, 2008

Dear Kevin:

We have entered into an employment agreement with you dated February 1, 1999 (the “Employment Agreement”).  Certain provisions of the Employment Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Under the final regulations issued by the Department of Treasury under Code Section 409A, all arrangements that are subject to Section 409A must be amended to comply with the final regulations on or before January 1, 2009.  Therefore, in order to comply with the final regulations under Section 409A, we are hereby amending your Employment Agreement, effective as of November 17, 2008 as follows:

1.

Disability.  The second sentence of Section 4.12. of the Employment Agreement shall be deleted and replaced with the following language:

“For purposes of this Agreement, “Disability” means the Executive (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Corporation.”

2.

Separation From Service.  A new Section 4.4. of the Employment Agreement shall be inserted into the Employment Agreement, to read:

“A termination of employment under this Agreement shall only occur to the extent Executive has a “separation from service” from Corporation in accordance with Section 409A of the Code.  Under Section 409A, a “separation from service” occurs when the Executive and the Corporation reasonably anticipate that no further services will be performed by the Executive after a certain date or that the level of bona fide services the Executive would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the Executive over the immediately preceding 36-month period.”

3.

Timing of Payments Upon Termination for Cause or Voluntary Termination Other Than For Good Reason.  The last sentence of Section 5.4. of the Employment Agreement shall be deleted and replaced with the following sentence:

“All salary or compensation hereunder shall be paid to Executive in accordance with the Corporation’s regular payroll practices or, to the extent applicable, in accordance with the terms of the benefit plans to which they relate.”  

4.

Timing of Gross-Up Payment.  At the end of Section 5.7.(b) of the Employment Agreement, the following language shall be added:

“Any Gross-Up Payment under this Agreement shall be paid to the Executive no later than the end of the Executive’s taxable year following the calendar year in which the Excise Tax is remitted to the taxing authorities.”

5.

Delay of Payments if Required by Section 409A.  A new Section 5.8. shall be inserted into the Employment Agreement, to read:

“5.8.

Delay of Payments if Required by Section 409A.  If amounts paid to Executive pursuant to Article V of this Agreement would be subject to a penalty under Section 409A of the Internal Revenue Code because Executive is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i), such payments will be delayed until a date which is six (6) months after Executive’s termination of employment, at which point any such delayed payments will be paid to Executive in a lump sum.”

6.

Release.  A new Section 5.9. shall be inserted into the Employment Agreement, to read:

“5.9.

Release.  As a condition to the receipt of any amounts or benefits after termination of employment for whatever reason, Executive, or his personal representative, shall be required to execute a written release agreement in a form satisfactory to the Corporation containing, among other items, a general release of claims against the Corporation and, as an additional condition to the receipt of such amounts or benefits, Executive shall refuse to exercise any right to revoke such release agreement during any applicable rescission period.”

2

7.

Timing of Reimbursements.  At the end of Article VI of the Employment Agreement, the following language shall be added:

“In no event will the reimbursements to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of reimbursements to be provided in any other taxable year, nor will Executive’s right to reimbursement be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Corporation pursuant to this Agreement shall be paid to the Executive no later than the calendar year following the calendar year in which the Executive incurs the expenses.”

8.

Timing of Benefits.  At the end of Section 7.1 of the Employment Agreement, the following language shall be added:

“In no event will the in-kind benefits to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of in-kind benefits to be provided in any other taxable year, nor will Executive’s right to in-kind benefits be subject to liquidation or exchange for another benefit.”

9.

Timing of Payment of Health Insurance Benefits.  At the end of Section 7.3 of the Employment Agreement, the following language shall be added:

“In no event will the Health Insurance Benefits to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of Health Insurance Benefits to be provided in any other taxable year, except as permitted under Section 409A of the Internal Revenue Code or the treasury regulations relating thereto.  In addition, Executive’s right to Health Insurance Benefits shall not be subject to liquidation or exchange for another benefit.”

10.

Fees and Expenses.  A new paragraph shall be inserted at the end of Section 9.6. of the Employment Agreement, to read:

“In no event will the reimbursements or in-kind benefits to be provided by the Corporation pursuant to this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Executive’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Corporation pursuant to this Agreement shall be paid to the Executive no later than the calendar year following the calendar year in which the Executive incurs the expenses.  Notwithstanding the foregoing to the contrary, the payment by the Corporation of any fees or reimbursements of expenses related to an “Underpayment” under this Section 9.6 shall be made no later that the last day permitted under Section 1.409A-3(i)(1)(v) of the treasury regulations.”

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11.

Section 409A Compliance.  A new Section 9.10. shall be inserted at the end of the Employment Agreement, to read:

“9.10.

Section 409A Compliance.  The Corporation and Executive intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Executive to the payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A.  The provisions of this Agreement shall be interpreted in a manner consistent with such intent.  In furtherance thereof, to the extent that any provision hereof would otherwise result in Executive being subject to payment of tax, interest and tax penalty under Code Section 409A, the Corporation and Executive agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic valu e of the relevant payment or benefit under this Agreement to Executive.”

The capitalized terms used above which are not otherwise defined in this letter will have the meanings assigned to them in the Employment Agreement.  Except as modified by this letter, the Employment Agreement will remain in full force and effect.  

Please confirm your agreement with the foregoing by signing and returning to the Corporation a copy of this letter.

KOHL’S DEPARTMENT STORES, INC.

By: /s/ R. Lawrence Montgomery                    

R. Lawrence Montgomery

Chairman

Agreed effective as of the 17th day of November, 2008.

By: /s/ Kevin Mansell                                          

Kevin Mansell

4

EX-99.3

Exhibit 99.3

Kohl’s Department Stores, Inc.

N56 W17000 Ridgewood Drive

Menomonee Falls, Wisconsin  53051

November 17, 2008

Dear Don:

We have entered into an employment agreement with you dated September 10, 2007 (the “Employment Agreement”).  Certain provisions of the Employment Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Under the final regulations issued by the Department of Treasury under Code Section 409A, all arrangements that are subject to Section 409A must be amended to comply with the final regulations on or before January 1, 2009.  Therefore, in order to comply with the final regulations under Section 409A, we are hereby amending your Employment Agreement, effective as of November 17, 2008 as follows:

1.

Timing of Fringe Benefits.  At the end of Section 2.2 of the Employment Agreement, the following language shall be added:

“In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Company pursuant to this Agreement shall be paid to the Employee no later than the calendar year following the calendar year in which the Employee incurs the expenses.”

2.

Disability.  The second sentence of Section 3.1(d) of the Employment Agreement shall be deleted and replaced with the following language:

“For purposes of this Agreement, “Disability” means the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.”

3.

Separation From Service.  A new Section 3.1(f) shall be inserted into the Employment Agreement, to read:

“A termination of employment under this Agreement shall only occur to the extent Employee has a “separation from service” from Company in accordance with Section 409A of the Code.  Under Section 409A, a “separation from service” occurs when the Employee and the Company reasonably anticipate that no further services will be performed by the Employee after a certain date or that the level of bona fide services the Employee would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the employee over the immediately preceding 36-month period.”

4.

Timing of Payment of Severance Upon a Change of Control.  At the end of the second sentence of Section 3.2(d)(ii) of the Employment Agreement, the following language shall be added:

“, such Severance Payment to be paid to Employee in a lump sum within thirty (30) days after the date of the Employee’s termination, subject to Section 3.2(e) below.”

5.

Timing of Payment of Health Insurance Continuation.  At the end of Section 3.2(d)(iv) of the Employment Agreement, the following language shall be added:

“In no event will the Health Insurance Continuation to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation to be provided in any other taxable year, nor will Employee’s right to Health Insurance Continuation be subject to liquidation or exchange for another benefit.”

6.

Timing of Gross-Up Payment.  A new sentence shall be inserted into the Employment Agreement at the end of Section 3.5(b), to read:

“Any Gross-Up Payment under this Agreement shall be paid to the Employee no later than the end of the Employee’s taxable year following the calendar year in which the Excise Tax is remitted to the taxing authorities.”

7.

Section 409A Compliance.  A new Section 8.15 shall be inserted at the end of the Employment Agreement, to read:

“8.15

Section 409A Compliance.  The Company and Employee intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Employee to the payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A.  The provisions of this Agreement shall be interpreted in a manner consistent with such intent.  In furtherance thereof, to the extent that any

2

provision hereof would otherwise result in Employee being subject to payment of tax, interest and tax penalty under Code Section 409A, the Company and Employee agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Employee.

8.

Release.  At the end of Section 3.4 of the Employment Agreement, the following language shall be added:

“and, as an additional condition to the receipt of such amounts or benefits, Employee shall refuse to exercise any right to revoke such release agreement during any applicable rescission period.”

The capitalized terms used above which are not otherwise defined in this letter will have the meanings assigned to them in the Employment Agreement.  Except as modified by this letter, the Employment Agreement will remain in full force and effect.  

Please confirm your agreement with the foregoing by signing and returning to the Company a copy of this letter.

KOHL’S DEPARTMENT STORES, INC.

By: /s/ Kevin Mansell                                 

Kevin Mansell,

President and Chief Executive Officer

Agreed effective as of the 17^th day of November, 2008.

By: /s/ Donald A. Brennan                                  

Donald A. Brennan

3

EX-99.4

Exhibit 99.4

Kohl’s Department Stores, Inc.

N56 W17000 Ridgewood Drive

Menomonee Falls, Wisconsin  53051

November 17, 2008

Dear Tom:

We have entered into an employment agreement with you dated August 1, 2006 (the “Employment Agreement”).  Certain provisions of the Employment Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Under the final regulations issued by the Department of Treasury under Code Section 409A, all arrangements that are subject to Section 409A must be amended to comply with the final regulations on or before January 1, 2009.  Therefore, in order to comply with the final regulations under Section 409A, we are hereby amending your Employment Agreement, effective as of November 17, 2008 as follows:

1.

Timing of Fringe Benefits.  At the end of Section 2.2 of the Employment Agreement, the following language shall be added:

“In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Company pursuant to this Agreement shall be paid to the Employee no later than the calendar year following the calendar year in which the Employee incurs the expenses.”

2.

Disability.  The second sentence of Section 4.1(d) of the Employment Agreement shall be deleted and replaced with the following language:

“For purposes of this Agreement, “Disability” means the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.”

3.

Separation From Service.  A new Section 41(f) shall be inserted into the Employment Agreement, to read:

“A termination of employment under this Agreement shall only occur to the extent Employee has a “separation from service” from Company in accordance with Section 409A of the Code.  Under Section 409A, a “separation from service” occurs when the Employee and the Company reasonably anticipate that no further services will be performed by the Employee after a certain date or that the level of bona fide services the Employee would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the employee over the immediately preceding 36-month period.”

4.

Timing of Payment of Severance Upon a Change of Control.  At the end of the second sentence of Section 4.2(d)(ii) of the Employment Agreement, the following language shall be added:

“, such Severance Payment to be paid to Employee in a lump sum within thirty (30) days after the date of the Employee’s termination, subject to Section 4.2(e) below.”

5.

Timing of Payment of Health Insurance Continuation.  At the end of Section 4.2(d)(iv) of the Employment Agreement, the following language shall be added:

“In no event will the Health Insurance Continuation to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation to be provided in any other taxable year, nor will Employee’s right to Health Insurance Continuation be subject to liquidation or exchange for another benefit.”

6.

Timing of Gross-Up Payment.  A new sentence shall be inserted into the Employment Agreement at the end of Section 4.5(b), to read:

“Any Gross-Up Payment under this Agreement shall be paid to the Employee no later than the end of the Employee’s taxable year following the calendar year in which the Excise Tax is remitted to the taxing authorities.”

7.

Section 409A Compliance.  A new Section 9.15 shall be inserted at the end of the Employment Agreement, to read:

“9.15

Section 409A Compliance.  The Company and Employee intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Employee to the payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A.  The provisions of this Agreement shall be interpreted in a manner consistent with such intent.  In furtherance thereof, to the extent that any

2

provision hereof would otherwise result in Employee being subject to payment of tax, interest and tax penalty under Code Section 409A, the Company and Employee agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Employee.

8.

Release.  At the end of Section 4.4 of the Employment Agreement, the following language shall be added:

“and, as an additional condition to the receipt of such amounts or benefits, Employee shall refuse to exercise any right to revoke such release agreement during any applicable rescission period.”

The capitalized terms used above which are not otherwise defined in this letter will have the meanings assigned to them in the Employment Agreement.  Except as modified by this letter, the Employment Agreement will remain in full force and effect.  

Please confirm your agreement with the foregoing by signing and returning to the Company a copy of this letter.

KOHL’S DEPARTMENT STORES, INC.

By: /s/ Kevin Mansell                                 

Kevin Mansell,

President and Chief Executive Officer

Agreed effective as of the 17th day of November, 2008.

By:/s/ Thomas Kinsbury                                       

Thomas Kingsbury

3

EX-99.5

Exhibit 99.5

Kohl’s Department Stores, Inc.

N56 W17000 Ridgewood Drive

Menomonee Falls, Wisconsin  53051

November 17, 2008

Dear John:

We have entered into an employment agreement with you dated September 10, 2007 (the “Employment Agreement”).  Certain provisions of the Employment Agreement are subject to the provisions of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Under the final regulations issued by the Department of Treasury under Code Section 409A, all arrangements that are subject to Section 409A must be amended to comply with the final regulations on or before January 1, 2009.  Therefore, in order to comply with the final regulations under Section 409A, we are hereby amending your Employment Agreement, effective as of November 17, 2008 as follows:

1.

Timing of Fringe Benefits.  At the end of Section 2.2 of the Employment Agreement, the following language shall be added:

“In no event will the reimbursements or in-kind benefits to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of reimbursements or in-kind benefits to be provided in any other taxable year, nor will Employee’s right to reimbursement or in-kind benefits be subject to liquidation or exchange for another benefit.  Further, any reimbursements to be provided by the Company pursuant to this Agreement shall be paid to the Employee no later than the calendar year following the calendar year in which the Employee incurs the expenses.”

2.

Disability.  The second sentence of Section 3.1(d) of the Employment Agreement shall be deleted and replaced with the following language:

“For purposes of this Agreement, “Disability” means the Employee (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering employees of the Company.”

3.

Separation From Service.  A new Section 3.1(f) shall be inserted into the Employment Agreement, to read:

“A termination of employment under this Agreement shall only occur to the extent Employee has a “separation from service” from Company in accordance with Section 409A of the Code.  Under Section 409A, a “separation from service” occurs when the Employee and the Company reasonably anticipate that no further services will be performed by the Employee after a certain date or that the level of bona fide services the Employee would perform after such date (whether as an employee or as a consultant) would permanently decrease to no more than 20 percent of the average level of bona fide services performed by the employee over the immediately preceding 36-month period.”

4.

Timing of Payment of Severance Upon a Change of Control.  At the end of the second sentence of Section 3.2(d)(ii) of the Employment Agreement, the following language shall be added:

“, such Severance Payment to be paid to Employee in a lump sum within thirty (30) days after the date of the Employee’s termination, subject to Section 3.2(e) below.”

5.

Timing of Payment of Health Insurance Continuation.  At the end of Section 3.2(d)(iv) of the Employment Agreement, the following language shall be added:

“In no event will the Health Insurance Continuation to be provided by the Company pursuant to this Agreement in one taxable year affect the amount of Health Insurance Continuation to be provided in any other taxable year, nor will Employee’s right to Health Insurance Continuation be subject to liquidation or exchange for another benefit.”

6.

Timing of Gross-Up Payment.  A new sentence shall be inserted into the Employment Agreement at the end of Section 3.5(b), to read:

“Any Gross-Up Payment under this Agreement shall be paid to the Employee no later than the end of the Employee’s taxable year following the calendar year in which the Excise Tax is remitted to the taxing authorities.”

7.

Section 409A Compliance.  A new Section 8.15 shall be inserted at the end of the Employment Agreement, to read:

“8.15

Section 409A Compliance.  The Company and Employee intend that any amounts or benefits payable or provided under this Agreement comply with the provisions of Section 409A of the Internal Revenue Code and the treasury regulations relating thereto so as not to subject Employee to the payment of the tax, interest and any tax penalty which may be imposed under Code Section 409A.  The provisions of this Agreement shall be interpreted in a manner consistent with such intent.  In furtherance thereof, to the extent that any

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provision hereof would otherwise result in Employee being subject to payment of tax, interest and tax penalty under Code Section 409A, the Company and Employee agree to amend this Agreement in a manner that brings this Agreement into compliance with Code Section 409A and preserves to the maximum extent possible the economic value of the relevant payment or benefit under this Agreement to Employee.

8.

Release.  At the end of Section 3.4 of the Employment Agreement, the following language shall be added:

“and, as an additional condition to the receipt of such amounts or benefits, Employee shall refuse to exercise any right to revoke such release agreement during any applicable rescission period.”

The capitalized terms used above which are not otherwise defined in this letter will have the meanings assigned to them in the Employment Agreement.  Except as modified by this letter, the Employment Agreement will remain in full force and effect.  

Please confirm your agreement with the foregoing by signing and returning to the Company a copy of this letter.

KOHL’S DEPARTMENT STORES, INC.

By: /s/ Kevin Mansell                                 

Kevin Mansell,

President and Chief Executive Officer

Agreed effective as of the 17^th day of November, 2008.

By: /s/ John Worthington                                    

John Worthington

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