AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT

This AMENDMENT TO PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT, entered into and effective as of the 13th day of May, 2014 (this “Amendment”), is by and between Kohl’s Department Stores, Inc., a Delaware corporation with its principal offices at Menomonee Falls, Wisconsin (“Kohl’s”), and Capital One, National Association, a national banking association having its home office in McLean, Virginia (“Bank”).

WHEREAS, Kohl’s and Bank entered into that certain Private Label Credit Card Program Agreement, dated as of August 11, 2010 (as so amended through the date hereof, the “Agreement”);

WHEREAS, Kohl’s and Bank desire to extend the term of the Agreement, to further amend the Agreement, and to modify certain terms, conditions and obligations contemplated by the Agreement, in each case as set forth in this Amendment;

WHEREAS, Section 18.7 of the Agreement provides that, except as otherwise provided therein, the Agreement may not be amended except by a written instrument executed and delivered by Bank and Kohl’s; and

WHEREAS, Bank and Kohl’s desire to amend and modify the Agreement as set forth in this Amendment;

NOW, THEREFORE, in consideration of the foregoing and mutual covenants and promises set forth herein, the parties hereby agree as follows:

Defined Terms. Unless otherwise defined herein, all capitalized terms used in this Amendment have the meanings ascribed to them in the Agreement.

““Enhancement Products” means the Credit Card enhancement products or services that are offered to Cardholders as mutually agreed by the parties from time to time. For avoidance of doubt the Enhancement Products do not include merchandise purchased by Cardholders through Kohl’s Channels.”

“Notwithstanding the foregoing, Bank shall, upon request by Kohl’s, offer a Private Label Credit Card and Account to any customer that does not satisfy Bank’s credit standards; provided that Kohl’s shall not process, and Bank shall have no obligation to issue, such a Private Label Credit Card and Account if, at the time Kohl’s makes such a request to Bank: (i) the number of Accounts approved under this Section 4.7(a) exceeds the percentage set forth on Schedule 4.7(a), or (ii) the issuance of such a Private Label Credit Card and Account would violate Applicable Law.”

“Kohl’s shall provide such information about any Value Proposition, including information relating to the administration and fulfillment of any Value Proposition, as Bank may request from time to time in order to ensure compliance with Applicable Law. The Bank Compliance Manager shall be provided the opportunity to review any materials or documentation relating to a Value Proposition in accordance with Section 3.2(d). Notwithstanding anything stated herein to the contrary, Kohl’s shall not be required to provide any information, documentation or materials to Bank concerning any current or future rewards program to the extent that any such rewards programs do not make reference to an Account.”

“Kohl’s shall continue to record all telephone activities related to (i) outbound telemarketing or selling activities in respect of the Private Label Credit Card, the Program or any Enhancement Product, and (ii) requests for cancellation or termination of any Private Label Credit Card or any Enhancement Product (including, without limitation, the previously marketed debt cancellation or debt deferment service referred to as “Kohl’s Account Ease^SM”), and any associated retention-related activities, and shall, in each case, provide such recordings to Bank on a weekly basis or as mutually agreed by Kohl’s and Bank. Notwithstanding anything stated herein to the contrary, any additional telephone recording activities proposed by Bank after May 13, 2014 shall be discussed by the parties to ensure that such activities are consistent with and in support of the parties’ commitment to comply with Applicable Law. ”

“7.9    Training.

The parties agree as set forth in Schedule 7.9 with respect to training.”

“(ii) the total amount of any Cardholder payments received and deposited by Kohl's into an account or accounts maintained and/or controlled by Kohl’s (the “Net Settlement Amount”).”

“(i)    Incentive-Based Compensation. The parties agree as set forth in Schedule 11.3(i) with respect to Incentive-Based Compensation.”

“This Agreement shall continue in full force and effect for twelve (12) years from the Effective Date (the “Initial Term”).”

“The parties further agree as set forth in Schedule 18.2 with respect to the deposit of Cardholder payments received by Cardholders on Accounts.”

“To the extent either party utilizes its Affiliates or other Persons to fulfill its obligations under this Agreement, the parties further agree as set forth on Schedule 18.6.”

IN WITNESS WHEREOF, each of the parties has caused this Amendment to be duly executed as of the date first above written.