(“Compensation Committee”).  Executive’s base salary shall be payable at the same intervals as the Corporation pays other executives.

4.2           As long as she remains employed hereunder, Executive shall be eligible for potential equity awards in accordance with the guidelines and parameters that are used in the normal course of business by the Compensation Committee.

4.3           Executive shall continue to be eligible to receive annual bonuses in accordance with the Corporation’s senior executive incentive plan as in effect and approved by the Board of Directors or Compensation Committee from time to time.

4.4           Subject to the terms and conditions of such plans and programs, Executive shall be entitled to participate in the various other employee benefit plans and programs applicable to senior executives of the Corporation including, but not limited to, medical, life and other benefits.

4.5           The Corporation shall continue to pay to Executive a car allowance of $1,000 per month through the earlier of (a) February 28, 2009, or (b) the termination of her employment.

4.6           Executive shall be entitled, during each full calendar year in which this Agreement remains in effect, to twenty-three (23) days of paid time off (“PTO”), and a pro rata portion thereof for any partial calendar year of employment.  Except as expressly provided in the Corporation’s PTO policy, any PTO not used during any such calendar year may not be carried forward to any succeeding calendar year and shall be forfeited.  Employee shall not be entitled to receive any payment in cash for PTO remaining unused at the end of any year.  At separation from employment, the Corporation will pay Executive for any unused PTO in the year of such separation, pro rated from January 1 of the year of separation through Executive’s last day of employment to the extent consistent with the terms of the Corporation’s PTO policy.  As of the effective date of this Agreement, Executive had 122.50 hours of PTO available for the remainder of 2008.

ARTICLE 5
INSURANCE

5.1           The Corporation, at its own expense, shall continue to provide life insurance coverage on Executive’s life through the earlier of (a) February 28, 2009, or (b) the termination of her employment.  The death benefit shall be in the amount of $1,000,000; $500,000 in the form of whole life insurance and $500,000 in the form of term life insurance.  The Executive will be the owner of both policies, and the death benefit shall be payable to a beneficiary designated solely by Executive.  The Corporation shall have the right at its own expense and for its own benefit to purchase additional insurance on Executive’s life, and Executive shall cooperate by providing necessary information, submitting to required medical examinations, and otherwise complying with the insurance carrier’s requirements.

5.2           Executive shall be entitled to disability insurance in line with the present policy of the Corporation, to be provided at the expense of the Corporation.

ARTICLE 6
DEFINITIONS

6.1           “Cause” shall mean (i) any fraud, misappropriation or embezzlement by Executive in connection with the business of the Company, (ii) any conviction of a felony or a gross misdemeanor by Executive, (iii) any gross neglect or persistent neglect by Executive to perform the duties assigned to her hereunder or any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company or (iv) any material breach of Articles 7 or 8 of this Agreement, provided that the existence of such neglect or material breach shall be determined by a majority of the directors and their determination shall be set forth in writing and attested to by each concurring director.  Provided further that in connection with an event described in Section 6.1 (iii) above, Executive shall first have received a written notice from the Corporation which sets forth in reasonable detail the manner in which Executive has grossly or persistently neglected her duties, and Executive shall have a period of ten

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(10) days to cure the same, but the Corporation shall neither be required to give written notice of, nor shall Executive have a period to cure, the same or any similar gross or persistent neglect or material breach which the Corporation has previously given written notice to Executive hereunder and Executive has cured such neglect or breach.

6.2           A “Change of Control” shall be deemed to have occurred if (i) there shall be consummated (A) any consolidation or merger in which the Corporation is not the continuing or surviving corporation or pursuant to which shares of the Corporation’s common stock would be converted into cash, securities or other property, other than a consolidation or a merger having the same proportionate ownership of common stock of the surviving corporation immediately after the consolidation or merger or (B) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions other than in the ordinary course of business of the Corporation) of all, or substantially all, of the assets of the Corporation to any corporation, person or other entity which is not a direct or indirect wholly-owned subsidiary of the Corporation, or (ii) any person, group, corporation or other entity (collectively, “Persons”) shall acquire beneficial ownership (as determined pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, and rules and regulations promulgated thereunder) of 50% or more of the Corporation’s outstanding common stock.  In all cases, the determination of whether a Change of Control has occurred shall be made in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations, notices and other guidance of general applicability issued thereunder.

6.3           “Confidential Information” means any information that is not generally known, including trade secrets, outside the Company and that is proprietary to the Company, relating to any phase of the Company’s existing or reasonably foreseeable business which is disclosed to Executive during Executive’s employment by the Company including information conceived, discovered or developed by Executive.  Confidential Information includes, but is not limited to, business plans; financial statements and projections; operating forms (including contracts) and procedures; payroll and personnel records; marketing materials and plans; proposals; supplier information; customer information; software codes and computer programs; customer lists; project lists; project files; training manuals; policies and procedures manuals; health and safety manuals; target lists for new stores and information relating to potential new store locations; price information and cost information; administrative techniques or documents or information that is designated by the Company as “Confidential” or similarly designated.

6.4           A “Competitor” means any person or organization (1) which is a women’s specialty apparel store retailer whose operations on the date of termination of Executive’s employment compete with twenty percent (20%) or more of the Company’s Christopher & Banks, CJ Banks or Acorn store operations, including, but not limited to, The Cato Corporation, Talbots, Inc., Chico’s FAS, Inc., Coldwater Creek, Inc., The Limited, Inc., Dress Barn Inc.  United Retail Group, Inc., Charming Shoppes, Inc., New York and Company, Bebe, Charlotte Russe and Ann Taylor; and (2) the following department stores and large box retailers:  Kohls department stores, Target, J.C. Penney and Sears.  “Competitor” shall also include all divisions, subsidiaries, and affiliates of the stores identified in this Section 6.4.

6.5           “Good Reason” shall mean a good faith determination by Executive, in Executive’s sole and absolute judgment, that any one or more of the following events has occurred, at any time during the term of this Agreement or after a Change of Control; provided, however, that such event shall not constitute “Good Reason” if Executive has expressly consented to such event in writing or if Executive fails to provide written notice of his/her decision to terminate within sixty (60) days of the occurrence of such event:

(i)            A material change in Executive’s reporting responsibilities, titles or offices, or any removal of Executive from or any failure to re-elect Executive to any of such positions, which has the effect of materially diminishing Executive’s responsibility or authority;

(ii)           A requirement impose