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 approximately $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.