UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended February 26, 2011

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 001-31390

CHRISTOPHER & BANKS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		06 - 1195422
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

2400 Xenium Lane North, Plymouth, Minnesota		55441
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (763) 551-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
Common Stock, par value $0.01 per share		New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o YES x NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o YES x NO

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x YES o NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES o NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o		Accelerated filer x

Non-accelerated filer o		Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o YES x NO

The aggregate market value of the Common Stock, par value $0.01 per share, held by non-affiliates of the registrant as of August 28, 2010, was approximately $226,650,000 based on the closing price of such stock as quoted on the New York Stock Exchange ($6.45) on such date.

The number of shares outstanding of the registrant’s Common Stock, par value $0.01 per share, was 35,792,637 as of April 22, 2011 (excluding treasury shares of 9,790,718).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held July 27, 2011 (the “Proxy Statement”) are incorporated by reference into Part III.

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CHRISTOPHER & BANKS CORPORATION

2011 ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page

PART I

Item 1.	Business	1

Item 1A.	Risk Factors	5

Item 1B.	Unresolved Staff Comments	14

Item 2.	Properties	14

Item 3.	Legal Proceedings	16

Item 4.	(Removed and Reserved)	16

Item 4A.	Executive Officers of the Registrant	17

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	18

Item 6.	Selected Financial Data	20

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	35

Item 8.	Financial Statements and Supplementary Data	35

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63

Item 9A.	Controls and Procedures	64

Item 9B.	Other Information	64

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	65

Item 11.	Executive Compensation	65

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65

Item 13.	Certain Relationships and Related Transactions, and Director Independence	65

Item 14.	Principal Accounting Fees and Services	65

PART IV

Item 15.	Exhibits, Financial Statement Schedules	66

	Signatures	71

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PART I

ITEM 1.

BUSINESS

General

Christopher & Banks Corporation is a Minneapolis, Minnesota-based retailer of women’s apparel, which operates retail stores through its wholly-owned subsidiaries (collectively referred to as “Christopher & Banks”, “the Company”, “we” or “us”). As of April 22, 2011, we operated 770 stores in 46 states, including 509 Christopher & Banks stores, 245 C.J. Banks stores, nine dual-concept stores and seven outlet stores. We also operate e-Commerce web sites for each of our brands at www.christopherandbanks.com and www.cjbanks.com .

History

Christopher & Banks Corporation, a Delaware corporation, was incorporated in 1986 to acquire Braun’s Fashions, Inc., which had operated as a family-owned business since 1956. We became a publicly traded corporation in 1992 and in July 2000, our stockholders approved a change in our name from Braun’s Fashions Corporation to Christopher & Banks Corporation. Our plus-size C.J. Banks brand was developed internally and we opened our first C.J. Banks store in August 2000. Our Christopher & Banks and C.J. Banks e-Commerce websites began operating in February 2008 to further meet our customers’ needs for unique style, quality, value and convenience.

Christopher & Banks/C.J. Banks brands

Our Christopher & Banks brand offers distinctive fashions featuring exclusively designed, coordinated assortments of women’s apparel in sizes 4 to 16 in our 509 stores and on our web site at www.christopherandbanks.com . In addition, petite sizes are offered in approximately 350 of our Christopher & Banks stores and online. Our C.J. Banks brand offers similar assortments of women’s apparel in sizes 14W to 26W in its 245 stores and on its web site at www.cjbanks.com . Our dual-concept stores and outlet stores offer an assortment of both Christopher & Banks and C.J. Banks apparel servicing the petite, missy and plus size customer in one location.

The casual lifestyle brand fashions sold by Christopher & Banks and C.J. Banks are typically suitable for both work and leisure activities and are offered at moderate price points. The target customer for Christopher & Banks and C.J. Banks generally ranges in age from 45 to 55 and is typically part of the female baby boomer demographic.

Segments

For details regarding the operating performance of our reportable segments, see Note 19, Segment Reporting, to the consolidated financial statements, which are incorporated herein by reference.

Strategy

We strive to provide our customers with fashionable, versatile, high-quality apparel at a great value and with a consistent fit. Our overall strategy for our two brands, Christopher & Banks and C.J. Banks, is to offer a compelling, evolving merchandise assortment through our stores and e-Commerce web sites in order to satisfy our customers’ expectations for style, quality, value, versatility and fit, while providing knowledgeable and personalized customer service.

We have positioned ourselves to offer merchandise assortments balancing updated unique, novelty apparel with more classic styles, at affordable prices. To differentiate ourselves from our competitors, our buyers, working in conjunction with our internal design group, strive to create a merchandise assortment of coordinated outfits, the majority of which are manufactured exclusively for us under our proprietary Christopher & Banks and C.J. Banks brand names.

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We have several key initiatives currently underway to return Christopher & Banks to profitability and growth. First and foremost, our primary focus is on our product. We are working diligently to increase sales productivity through transforming our merchandising strategy to better align our assortment with our customers’ fashion preferences. Second, we are taking a customer centric approach as we work to improve our in-store and on-line customer experiences. Third, we are refining our marketing initiatives. Fourth, our focus on continued multi-channel e-commerce growth has intensified and, finally, we continue to refine our real estate strategy, including the evolution of our outlet strategy.

Merchandise

In fiscal 2011, our merchandise included women’s apparel generally consisting of knit tops, woven tops, jackets, sweaters, skirts, denim bottoms and bottoms made of other fabrics. In addition, we carried collections of petite styles online and in approximately 350 of our Christopher & Banks stores. We also began offering jewelry in all stores during the first quarter of fiscal 2011 and expanded the assortment throughout the year.

In the second half of fiscal 2011 we refocused our attention on our core merchandising efforts. We are striving to develop more innovative and modern merchandise assortments that offer updated styling and better fabrications. In addition, we are increasing our focus on product construction and fit to ensure consistent standards across all merchandise categories and deliveries. While we have edited and modified some styling for our fiscal 2012 spring and summer assortments, the full impact of our renewed merchandising effort is expected to be completely incorporated in our fiscal 2012 early fall assortment, to be delivered in August 2011. In March 2011, we introduced a branded collection which is representative of our new fashion direction. Initial customer reaction to the branded product has been encouraging. As a result, we plan to continue to test new opportunities through the introduction of additional branded collections in fiscal 2012.

Sourcing

We are analyzing all aspects of our product development and sourcing practices to identify opportunities for cost savings in an effort to mitigate increases in the cost of raw materials, particularly cotton and synthetic fibers, and production labor. We are also working to enhance our product sourcing capabilities through building relationships with new merchandise vendors and improving our relationships with existing suppliers. We intend to diversify our vendor base, including the countries in which our merchandise is produced. Additionally, we plan to improve visibility to the components of our inbound transportation process with a goal to enhance control and reduce costs. While we plan to implement some price increases in fiscal 2012, we believe this is a reflection of our improved product. We intend to maintain our commitment to providing quality merchandise to our customers at a value, while we work to reduce the impact of cost increases.

Customer Experience

In an effort to drive overall productivity, the Company is working to enhance its customer experience. We have focused our associates on strengthening our selling culture while providing more knowledgeable selling and personalized service to our customers. We will be reintroducing a selling program that includes a grass roots focus, improved product knowledge and store incentives and contests, which are intended to improve sales as our new product assortments are delivered in fiscal 2012. We also will strive to continue to deliver exceptional personalized customer service in a warm and inviting store environment.

In addition, we continue to refine and add new visual merchandising elements to our stores to maximize displays to provide more compelling and clearer product messages. This is intended to drive increased numbers of new and existing customers into our stores through more compelling and organized presentation of merchandise and product outfitting options.

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Marketing

In fiscal 2011, we expanded our marketing spend to approximately 1.5% of sales and plan to maintain a similar level in fiscal 2012. Our marketing efforts will be focused on strengthening communications with our customers through e-mail and direct mail. In fiscal 2012, we plan to deliver approximately eight direct mail pieces and deploy more targeted e-mail campaigns.

In early fiscal 2012, we began an initiative to develop a strong brand presence and ensure consistency in the message we are sending to our customer, including delivering a consistent look and feel across our stores and e-commerce web sites. We are also developing plans to test media advertising in select markets in the second half of fiscal 2012 in conjunction with the introduction of our updated product assortments.

In March 2010, we launched our Friendship® Rewards loyalty program. Friendship Rewards is a point-based program where members earn points based on purchases. After reaching a certain level of accumulated points, members are rewarded with a certificate which may be applied towards purchases at our stores or web sites. The program has helped us to build our customer database and we will be refining the program throughout fiscal 2012 to encourage increased purchases by our Friendship Rewards members as we move through the year.

e-Commerce

In February 2008, we launched separate e-Commerce web sites for our Christopher & Banks and C.J. Banks brands at www.christopherandbanks.com and www.cjbanks.com. Today these sites offer the entire assortment of merchandise carried at our Christopher & Banks, C.J. Banks and dual stores in addition to exclusive e-commerce products, select store buys and extended sizes and lengths. Inventory and order fulfillment for our e-Commerce operations are handled by a third-party provider.

We saw considerable growth in our e-Commerce sales during fiscal 2011 and we plan to continue to grow this business in fiscal 2012. Customers responded favorably to new online merchandise categories such as extended plus sizes and swimwear. In fiscal 2012, we plan to expand these new product offerings, along with petites, dresses and outerwear. We will continue to focus on converting existing customers into multi-channel shoppers, attracting new customers to our e-commerce sites and leveraging the branding benefits the e-Commerce channel can provide. We also plan to increase our online customer base and continue to use the channel to test further product line and size extensions.

The web sites referenced above are for textual reference only and such references are not intended to incorporate our web sites into this Annual Report on Form 10-K.

Real Estate/Leasing

We opened six new stores in fiscal 2011, including one C.J. Banks store, two dual concept stores, and our first three outlet stores. We closed 23 Christopher & Banks and 14 C.J. Banks stores for a total of 37 store closures in fiscal 2011. As of February 26, 2011, we operated 775 stores including 517 Christopher & Banks stores, 252 C.J. Banks stores, three dual concept stores and three outlet stores. In fiscal 2012, we are planning to open nine new dual concept stores and 22 new outlet stores, while we expect to close approximately 20 existing Christopher & Banks and 15 C.J. Banks stores during the year.

We will also continue to focus on reducing occupancy costs through aggressive lease renegotiations and diligently exercising rent reductions related to sales volume and co-tenancy thresholds. We have approximately 100 leases expiring per year in each of the next five years, allowing for significant opportunities to improve the productivity of our store portfolio through closing underperforming locations, renegotiating more favorable lease terms, and strategically relocating stores in existing markets.

We opened our first dual-concept store (“dual store”) in fiscal 2010. Dual stores offer merchandise from both of our Christopher & Banks and C.J. Banks brands, and all three size ranges (petite, missy and plus) within each store, resulting in a greater opportunity to service our customers while increasing productivity and enhancing operating efficiencies. We opened two additional dual stores in fiscal 2011 and plan to open nine new dual stores in fiscal 2012.

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We opened our first three outlet stores in the second half of fiscal 2011 as we believe the outlet business provides an additional opportunity to drive profitability and growth. Our outlet stores offer merchandise from both of our Christopher & Banks and C.J. Banks brands, and all three size ranges (petite, missy and plus) in each location. In addition, they carry select styles designed and sourced specifically for the outlet business. Based on the initial success of our first three outlet stores, we believe we have additional opportunities in the outlet business and plan to open approximately 22 new outlet stores in fiscal 2012.

Merchandise Distribution, Planning and Allocation

We have continued to employ disciplined inventory processes and effectively managed our merchandise inventories in fiscal 2011. We ended fiscal 2011 with inventories up approximately 4% on a per-store basis when compared to the end of fiscal 2010.

We completed the implementation of a new merchandise planning and allocation system in fiscal 2009 and expanded use of the system in fiscal 2010 and 2011. Through the use of the new allocation modules, we have gained increased flexibility in product placement. Functionality from this system has allowed us to more readily manage our merchandise assortments based on differences in store sales volume and regional climates, as well as customer size and fashion preferences. The system has provided us with improved forecasting of sales, merchandise margins and inventory levels and allows us to continue to maintain strict inventory controls.

We utilize a single distribution center in Plymouth, Minnesota to receive and distribute merchandise to our stores and to our third-party e-Commerce provider. Once received at our distribution center, merchandise is counted and processed for distribution to stores. In fiscal 2011, we enhanced our product handling equipment and improved our processes, which resulted in continued improvements in productivity and efficiency of merchandise receiving, packing and distribution.

Store Operations

We manage our store organization in a manner that encourages participation by our field associates in the execution of our business and operational strategies. Our store operations are organized into districts and regions. Each district is managed by a district manager, who typically supervises an average of 14 stores. We have five regional managers who supervise our district managers.

Information Technology

We have built and maintain a scalable, cost-effective and integrated information technology infrastructure. In fiscal 2011, we completed our rollout of upgraded point-of-sale hardware and software to all stores and implemented a new product lifecycle management system. While we anticipate that there will be normal, ongoing system enhancements and investments, we do not anticipate additional significant information technology investments in the near term.

Competition

The women’s retail apparel business is highly competitive. To differentiate us from our competitors, our buyers, working in conjunction with our internal design group, create a merchandise assortment which is manufactured exclusively for us under our proprietary Christopher & Banks and C.J. Banks brand names. We believe that the principal basis upon which we compete is by providing an updated, modern, exclusively designed merchandise selection, quality garment construction, value, visual merchandise presentation, personalized customer service and store location. Our competitors include a broad range of national and regional retail chains that sell similar merchandise, including department stores and specialty stores. Many of these competitors are larger and have greater financial resources than us. We believe that our unique merchandise assortments, strong visual presentation, product quality, affordable merchandise price and customer service enable us to compete effectively.

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Employees

As of April 22, 2011, we had approximately 1,700 full-time and 4,700 part-time employees. The number of part-time employees typically increases during November and December in connection with the holiday selling season. Approximately 242 of our associates are employed at our corporate office and distribution center facility, with the remaining associates employed in our store field organization. None of our employees is represented by a labor union or is subject to a collective bargaining agreement. We have never experienced a work stoppage and consider our relationship with our employees to be good.

Seasonality

Our quarterly results may fluctuate significantly depending on a number of factors, including general economic conditions, consumer confidence, customer response to our seasonal merchandise mix, timing of new store openings, adverse weather conditions, shifts in the timing of certain holidays and shifts in the timing of promotional events. Traditionally, we have had higher sales, and have been more profitable, in the first and third quarters of our fiscal year, and have had lower sales, and have been less profitable or incurred losses, in our second and fourth fiscal quarters.

Trademarks and Service Marks

The Company, through our wholly-owned subsidiary, Christopher & Banks Company, is the owner of the federally registered trademarks and service marks “christopher & banks,” which is our predominant private brand, and “cj banks,” our plus-size private brand. Management believes these primary marks are important to our business and are recognized in the women’s retail apparel industry. Accordingly, we intend to maintain these marks and the related registrations. U.S. trademark registrations are for a term of ten years and are renewable every ten years as long as the trademarks are used in the regular course of trade. Management is not aware of any challenges to our right to use these marks in the United States.

Available Information

We make available free of charge, on or through our web site, located at www.christopherandbanks.com under the heading Investor Relations, our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission.

ITEM 1A.

RISK FACTORS

We make forward-looking statements in some of our filings with the SEC and in other oral or written communications, such as our quarterly investor conference calls and earnings announcements. Our business is subject to a variety of risks. In addition to the other information in this Report, the following risk factors should be considered carefully in evaluating our business and the forward-looking statements we may make. Set forth below are the more significant risk factors which could cause our future results to differ, in some cases, materially from what we anticipate and from those forward-looking statements. Please also see the “Forward-Looking Statements” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, which is incorporated into this Item 1A by reference.

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Economic conditions may cause a decline in business and consumer spending which could adversely affect our financial performance.

Our financial performance is impacted by general economic conditions and their effect on consumer confidence and consumer spending, which may continue to be depressed for the foreseeable future. Some of the factors impacting discretionary consumer spending include general economic conditions, wages and unemployment, consumer debt, residential real estate and mortgage markets, taxation, fuel and energy prices, consumer confidence and other macroeconomic factors. The current economic conditions may continue to negatively affect consumer purchases of our merchandise and adversely impact our results of operations, liquidity and potential for growth. In addition, economic conditions could negatively impact the Company’s retail landlords and their ability to maintain their shopping centers in a first-class condition and otherwise perform their obligations, which in turn could negatively impact our sales. Although the recent global financial crisis eased somewhat in the United States during fiscal 2011 from the levels reached during fiscal 2009 and fiscal 2010, world-wide economic conditions remain challenging and consumer spending remains depressed as compared to pre-crisis levels. Consumer purchases of discretionary items, including our merchandise, generally decline during recessionary periods and other periods where disposable income is adversely affected. The state of the U.S. economy may continue to affect consumer purchases of our merchandise and adversely impact our results of operations and our potential for growth. It is difficult to predict whether recent improvements in the economic, capital and credit markets will continue or whether such conditions will deteriorate, as well as the impact this might have on our business.

All of our stores are located within the United States, making us highly susceptible to deteriorations in U.S. macroeconomic conditions and consumer confidence.

All of our stores are located within the United States, making our results highly dependent on U.S. consumer confidence and the health of the U.S. economy. In addition, a significant portion of our total sales is derived from stores located in nine states: Illinois, Indiana, Iowa, Michigan, Minnesota, Ohio, New York, Pennsylvania and Wisconsin, resulting in further dependence on local economic conditions in these states. Deterioration in macroeconomic conditions and consumer confidence could negatively impact our business in many ways. It is difficult to predict how long the current economic conditions will continue and what long-term impact, if any, they will have on our business. In the short-term, however, these conditions have negatively affected our results of operations.

Our stock price may be volatile due to many factors affecting our sales and earnings .

A variety of factors have historically affected, and will continue to affect, our comparable sales results and profit margins. These factors include fashion trends and client preferences, changes in our merchandise mix, competition, economic conditions, weather, effective inventory management and new store openings. There is no assurance that we will achieve positive levels of sales and earnings growth, and any decline in our performance could have an adverse affect on the market price of our common stock.

Our stock price has experienced, and could continue to experience in the future, substantial volatility as a result of many factors, including global economic conditions, broad market fluctuations, our operating performance and public perception of the prospects for the women’s apparel industry. Failure to meet market expectations, particularly with respect to comparable sales, net revenue, operating margins and earnings per share, would likely result in a decline in the market value of our stock.

If we are unable to anticipate or react to changing consumer preferences in a timely manner, our sales, merchandise margins and operating income could decline.

Our success largely depends on our ability to consistently gauge and respond on a timely basis to fashion trends and provide a balanced assortment of merchandise that satisfies changing fashion tastes and customer demands that translates into appropriate, saleable product offerings for each of our two brands. Customer tastes and fashion trends change rapidly. Any missteps may affect merchandise desirability and inventory levels. Our failure to anticipate, identify or react appropriately in a timely manner to changes in fashion trends could lead to lower sales, missed opportunities and excess inventories. This in turn could lead to more frequent and larger markdowns, which could have a material adverse impact on our business. Merchandise missteps could also negatively impact our image with our customers and result in diminished brand loyalty.

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Our ability to manage inventory levels and our ability to predict or respond to customer demand may impact our results.

The long lead times required for a substantial portion of our merchandise makes customer demand difficult to predict and responding to changes quickly a challenge. Though we have the ability to source certain product categories with shorter lead times, we enter into contracts for a substantial portion of our merchandise well in advance of the applicable selling season. Our financial condition could be adversely affected if we are unable to manage inventory levels and respond to short-term shifts in customer demand patterns. Inventory levels in excess of customer demand may result in excessive markdowns and, therefore, lower than planned margins. On the other hand, if we underestimate demand for our merchandise we may experience inventory shortages resulting in missed sales and lost revenues. Either of these events could harm our operating results and brand image. In addition, our margins may be impacted by changes in our merchandise mix and a shift toward merchandise with lower selling prices. These changes could have an adverse affect on our results of operations.

The absence of, or a further reduction in, customer traffic to our stores could significantly reduce our sales and leave us with unsold inventory.

A significant portion of our current stores are located in shopping malls and other retail centers. Sales at these stores are derived in considerable part from the volume of traffic generated in those malls or retail centers, which, if reduced, in turn can result in lower traffic at our stores. Sales volume has been adversely affected by the reduction in traffic both generally and at our stores due to economic conditions, the closing of anchor department stores and competition from other brick and mortar retailers, internet retailers and other locations where we do not have stores, and the closing of other stores in the malls or retail centers in which our stores are located. If the volume of consumer traffic at malls or retail centers declines, this could limit the number of customers visiting many of our stores. This could result in lower sales and leave us with excess inventory. In such circumstances, we may have to respond by increasing markdowns or initiating marketing promotions to reduce excess inventory, which could adversely impact our merchandise margins and operating income.

We operate in a highly competitive retail industry. The size and resources of some of our competitors may allow them to compete more effectively than we can, which could result in a loss of market share .

The women’s specialty retail apparel business is highly competitive. Increased competition could result in price reductions, increased marketing expenditures and loss of market share, all of which could have an adverse affect on the Company’s financial condition and results of operations. We believe we compete primarily with women’s apparel retailers and department stores, catalog retailers and internet businesses that sell women’s apparel. We believe that the principal bases upon which we compete for sales are the quality, design and price of our merchandise, the quality of our customer service, our visual merchandise presentation and store locations. Many of our competitors are companies with greater financial, marketing and other resources available to them. They may be able to adapt to changes in customer preferences more quickly, devote greater resources to the marketing and sale of their products, generate greater national brand recognition or adopt more aggressive pricing policies than we can. In addition, an increased level of promotions or discounted sales by our competitors may adversely affect response rates to our merchandise or to our own level of promotions or sales. As a result, we may lose market share or experience a reduction in store traffic, which could reduce our revenues, merchandise margins and operating income. In addition to competing for sales, we compete for favorable store locations, lease terms and qualified associates. Increased competition in these areas may result in higher costs, which could reduce our sales and margins and adversely affect our results of operations.

Fluctuations in our level of comparable store sales could adversely affect our earnings growth.

Our results of operations for our individual stores have fluctuated in the past and can be expected to fluctuate in the future. Since the beginning of fiscal year 2007 through fiscal year 2011, our quarterly comparable store sales have ranged from an increase of 9% to a decrease of 24%. We cannot ensure that we will be able to achieve a high level of comparable store sales in the future. A variety of factors has affected, and will continue to affect, our comparable stores sales and operating results, including:

· fashion trends and customer preferences;

· changes in our merchandise mix;

· mall or retail center traffic;

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· calendar shifts of certain holiday periods;

· the effectiveness of our inventory management;

· the timing of promotional events;

· weather conditions;

· changes in general economic conditions and consumer spending patterns; and

· actions of competitors or anchor tenants in retail centers or malls.

There is no assurance that we will achieve positive levels of comparable store sales or earnings growth in the future, and any declines in our comparable stores sales or financial performance could have an adverse affect on the market price of our common stock, as well as result in further impairment of our long-lived ( i.e. , store) assets.

Our sales, operating income and inventory levels fluctuate on a seasonal basis and decreases in sales or margins during our peak seasons could have a disproportionate affect on our overall financial condition and results of operations.

Our business experiences seasonal fluctuations in net sales and operating income, with a significant portion of our operating income typically realized during the first and third fiscal quarters (spring and fall selling seasons). Any decrease in sales or margins particularly during these periods could have a disproportionate affect on our financial condition and results of operations. Seasonal fluctuations also affect our inventory levels. We must carry a significant amount of inventory, especially before the spring and fall selling seasons. If we are not successful in selling our inventory, we may have to write down the value of our inventory or sell it at significantly reduced prices, which could have an adverse affect on our financial condition and results of operations.

We have experienced significant management turnover and our future success will depend to a significant extent on the current management team’s ability to implement a successful business strategy.

In the past year, we have experienced changes in our president and chief executive officer, our chief financial officer and our top merchandising officer. Our future success will depend to a significant extent on the current management team’s ability to develop and implement a successful business strategy, to lead and motivate our employees, and to work effectively together and with our Board of Directors. If this management team is not successful in that regard, our ability to execute our business strategy and tactical initiatives could be adversely affected. Future turnover within senior management could adversely impact the execution of our business strategies, our stock price, our results of operations and it may make recruiting for future management positions more difficult.

Our results of operations could deteriorate if we fail to attract, develop and retain qualified employees.

Our success depends to a significant extent on both the continued services of our current executive and management team, as well as our ability to attract, hire, motivate and retain qualified employees, including store personnel in the future. Competition for experienced managers in the retail industry is considerable, and our operations could be adversely affected if we cannot retain our experienced managers or if we fail to attract additional qualified individuals. Our performance also depends in large part on the talents and contributions of engaged and skilled associates in all areas of our organization. If we are unable to identify, hire, develop, motivate and retain talented individuals, we may be unable to compete effectively and our business could be adversely impacted.

The turnover rate in the retail industry’s store operations is high, and qualified individuals of the requisite caliber and number needed to fill open positions may be in short supply in some geographic areas. Significant increases in employee turnover rates could have an adverse affect on our business, financial condition and results of operations. Effective leadership and strategic guidance of our executives and key members of our merchandise creative team is critical to developing successful merchandise offerings that reinforce our brand identity. The loss, for any reason, of the services of any of these key individuals could delay or adversely affect the implementation of our strategic initiatives or style and quality of the merchandise we offer.

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Extreme and/or unseasonable weather conditions could have a disproportionately large affect on our business, financial condition and results of operations and we could be forced to mark down inventory.

Extreme weather conditions in the areas in which our stores are located could have an adverse affect on our business, financial condition and results of operations. For example, heavy snowfall or other extreme weather conditions over a prolonged period might make it difficult for our customers to travel to our stores. Our business is also susceptible to unseasonable weather conditions. For example, extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season could render a portion of our inventory incompatible with those unseasonable conditions in the affected areas of the United States. Any such prolonged unseasonable weather conditions could adversely affect our business, financial condition and results of operations.

Our ability to manage selling, general and administrative expenses and capital expenditures may impact our operating results.

In order to maintain or improve our operating margins, we need to successfully manage our operating costs. Our inability to successfully manage labor costs, occupancy costs or other operating costs, or our inability to take advantage of opportunities to reduce operating costs or to manage capital expenditures, could adversely affect our operating margins and our results of operations.

We are highly dependent on a few suppliers who primarily manufacture overseas.

We do not own or operate any manufacturing facilities and depend on independent third parties to manufacture our merchandise. We cannot be certain that we will not experience operational difficulties with our manufacturers, such as reductions in the availability of production capacity, errors in complying with merchandise specifications, insufficient quality controls and failure to meet production deadlines or increases in manufacturing costs. In addition, we source our merchandise from a select group of manufacturers and we continue to strive to strengthen our relationships with those vendors.

In fiscal 2011, approximately 12% of our merchandise was directly imported from foreign factories and our ten largest suppliers accounted for approximately 77% of the merchandise we purchased. While this strategy has benefits, it also has risks. If one or more of our key vendors were to cease working with us, the flow of merchandise to our stores could be impacted, which could have an adverse affect on our sales and results of operations. In addition, worldwide economic conditions continue to impact businesses around the world, and the impact of those conditions on our major suppliers cannot be predicted. Our suppliers may be unable to obtain adequate credit or access liquidity to finance their operations. A manufacturer’s failure to ship merchandise to us on a timely basis or to meet our product safety and quality standards could cause supply shortages, resulting in lost revenues and operating margins and this could adversely affect our financial performance.

Our reliance on foreign sources of production poses various risks .

Substantially all of our directly imported merchandise is manufactured in Asia. The majority of these goods are produced in China, Indonesia and India. An adverse change in the status of our relationship with our largest suppliers or any event causing a sudden disruption of manufacturing or imports from Asia or elsewhere, including the imposition of additional import restrictions, could harm our operations. We have no long-term merchandise supply contracts, and we compete with other companies for production facilities.

Because we purchase a significant portion of our merchandise from overseas, we are subject to the various risks of doing business in foreign markets and importing merchandise from abroad, such as:

· significant delays in the delivery of cargo due to port security considerations;

· imposition of duties, taxes or other charges on imports;

· imposition of new legislation relating to import quotas or other restrictions that may limit the quantity of our merchandise that may be imported into the United States from countries or regions where we do business;

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· imposition of anti-dumping or countervailing duties in response to an investigation as to whether a particular product being sold in the United States at less than fair value may cause (or threaten to cause) material injury to the relevant domestic industry;

· financial or political instability in any of the countries in which our merchandise is manufactured;

· fluctuation in the value of the U.S. dollar against foreign currencies or restrictions on the transfer of funds;

· potential recalls or cancellations of orders for any merchandise that does not meet our quality standards;

· disruption of imports by labor disputes and local business practices;

· political or military conflict involving the United States, which could cause a delay in the transportation of the Company’s products and an increase in transportation costs;

· heightened terrorism security concerns, which could subject imported goods to additional, more frequent or more thorough inspections, leading to delays in deliveries or impoundment of goods for extended periods;

· natural disasters, disease epidemics and health related concerns, which could result in closed factories, reduced workforces, scarcity of raw materials and scrutiny or embargoing of goods produced in infected areas; and

· the migration and development of manufacturers, which can affect where our products are or will be produced.

Any of the foregoing factors, or a combination of them, could have an adverse affect on our business.

We cannot predict whether any of the foreign countries in which our merchandise is manufactured, or in which our merchandise may be manufactured in the future, will be subject to import restrictions by the U.S. government. Any sudden disruption of manufacturing or imposition of trade restrictions, such as increased tariffs or more restrictive quotas on apparel or other items we sell, could affect the import of such merchandise and could increase the cost or reduce the supply of merchandise available to us and adversely affect our business, financial condition, results of operations or liquidity.

Our raw material and sourcing costs may increase, which could negatively impact our profitability.

The raw materials, in particular cotton and petroleum-based synthetics, used to manufacture our merchandise are subject to availability constraints and price volatility caused by high demand for fabrics, labor conditions, transportation or freight costs, currency fluctuations, weather conditions, supply conditions, government regulations, the economic climate and other unpredictable factors. We have taken steps to mitigate sourcing pressures from rising raw material costs by making advance commitments on key core fabrics, leveraging our strong vendor relationships and using country sourcing flexibility. Despite these measures, an increase in the demand for, or the price of, and/or a decrease in the availability of the raw materials used to manufacture our merchandise could have an adverse affect on our cost of sales or our ability to meet our customers’ needs. Increases in labor costs, especially in China, as well as a shortage of labor in certain areas of China, may also impact our sourcing costs. We may not be able to pass all or a portion of such higher sourcing costs on to our customers, which could negatively impact our profitability.

Our transportation and labor costs are subject to price volatility, which could result in increased costs.

Our transportation and labor costs are subject to price volatility caused by the price of oil, supply of labor, governmental regulations, economic climate and other unpredictable factors. We may not be able to pass all or a material portion of any higher transportation or labor costs on to our customers, which could negatively impact our profitability.

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Our inability to maintain the value of our brands and our trademarks may adversely affect our business and financial performance.

The Christopher & Banks and C.J. Banks brand names are integral to our business, as well as to the implementation of our strategies for expanding our business. Maintaining, promoting, positioning and growing our brands will depend largely on the success of our design, merchandising and marketing efforts and on our ability to provide a consistent, high quality customer experience. Our business could be adversely affected if we fail to achieve these objectives for one or both of these brands. In addition, our public image and reputation could be tarnished by negative publicity. Any of these events could negatively impact sales.

We also believe that our “christopher & banks” and “cj banks” trademarks are important to our success. Even though we register and protect our trademarks and other intellectual property rights, there is no assurance that our actions will protect us from the prior registration of trademarks by others or prevent others from infringing our trademarks and proprietary rights or seeking to block sales of our products as infringements of their trademarks and proprietary rights. If we cannot adequately protect our marks or prevent infringement of them, our business and financial performance could suffer. In addition, others may assert rights in, or ownership of, trademarks and other intellectual property rights or in marks that are similar to ours, and we may not be able to successfully resolve these types of conflicts to our satisfaction. In some cases, there may be holders who have prior rights to similar marks. Failure to protect our trademarks could adversely affect our business.

The failure of our complex management information systems to operate continuously or as intended could adversely affect our sales and profitability and our reputation .

The efficient operation of our business is dependent on a number of complex management information systems. In particular, we rely on our information systems to effectively manage product development, merchandising, sourcing, customer service, supply chain, finance and marketing systems, as well as our in-store point-of-sale systems. Our ability to maintain and upgrade our information systems is critical to the success of our business. The hardware and software to support our information systems may not continue to be available on commercially reasonable terms or at all. Any disruptions to our information system infrastructure or loss of the right to use any of this hardware or software could affect our operations, which could negatively affect our business until corrected or until equivalent technology is identified, obtained or developed and integrated into our systems. In addition, the software underlying our operations can contain undetected errors. Upon detection, we may be forced to modify our operations until such problems are corrected and, in some cases, may need to implement enhancements to correct errors that we did not initially detect. Problems with the software underlying our operations could result in loss of revenue, unexpected expenses and capital costs, diversion of resources, loss of market share and damage to our reputation which could adversely affect our business, financial condition and results of operations.

We depend significantly on a single operations and distribution facility.

All of our administrative and distribution operations are housed in a single facility. A significant interruption in the operation of this facility due to natural disasters, accidents or other events could reduce our ability to receive and provide merchandise to our stores, as well as reduce our ability to administer and oversee our business, which could reduce our sales and results of operations. The success of our stores depends on their timely receipt of merchandise from our distribution center. A single independent third party transportation company delivers the vast majority of our merchandise to our stores and to our third party e-commerce provider. Disruptions in the delivery of merchandise or work stoppages, slowdowns or strikes by employees of this third party could delay the timely receipt of merchandise, which could result in lost sales, a loss of loyalty to our brands and the late receipt of inventory when it is no longer seasonally appropriate. Timely receipt of merchandise by our stores or our third party e-commerce provider may also be affected by factors such as inclement weather, natural disasters, accidents, system failures and acts of terrorism or other unforeseen causes. This could result in lost sales, lower profits, loss of customers or loyalty to our brands and excess inventory. If our use of our facility or distribution center were interrupted, it would disrupt business operations and could adversely affect our operations and our earnings.

There are risks associated with our e-commerce business.

We sell merchandise over the internet through our websites, www.christopherandbanks.com and www.cjbanks.com. Our e-commerce operations are subject to numerous risks, including:

· the successful implementation of new systems and internet platforms;

· reliance on a single third party fulfillment center;

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· rapid technological change;

· reliance on third party computer hardware and software;

· diversion of sales from our stores;

· liability for online content;

· violations of state or federal privacy laws, including those relating to online privacy;

· credit card fraud;

· the failure of the computer systems that operate our websites and their related support systems, including the threat of computer viruses;

· telecommunication failures and electronic break-ins and similar disruptions; and

· timely delivery of our merchandise to our customers by third parties.

If consumer confidence in making purchases over the internet declines as a result of privacy or other concerns, our e-commerce sales may be adversely effected. We also may be required to incur increased costs to address or remedy any system failures or security breaches or any actual or perceived consumer privacy concerns. There also can be no assurance that our e-commerce operations will meet our sales and profitability plans and the failure to do so could negatively impact our revenues and earnings.

If third parties who manage some aspects of our business do not adequately perform their functions, we might experience disruptions in our business, resulting in decreased profits or losses and damage to our reputation.

We use third parties in various aspects of our business or to support our operations. We have a long-term contract with a third party to manage much of our e-commerce operations, including order management, order fulfillment, customer care, and channel management services. We rely on third parties to inspect the factories where our products are made for compliance with our vendor code of conduct and labor standards. We may rely on a third party for the implementation and/or management of certain aspects of our information technology infrastructure. We also rely on third parties to transport merchandise and deliver it to our distribution center, as well as to ship merchandise to our stores and to our third party e-commerce fulfillment center. Failure by any of these third parties to perform these functions effectively and properly could disrupt our operations and negatively impact our profitability and reputation.

Effects of war, terrorism or other catastrophes could adversely impact our business or operations.

Threats of terrorist attacks or actual terrorist events in the United States or worldwide could cause damage or disruption to international commerce and the global economy, disrupt the production, shipment or receipt of our merchandise or lead to lower customer traffic at malls or retail centers. Natural disasters, pandemics or other significant health issues could also impact our ability to open and run our stores in affected areas or the manufacturing operations of our vendors. Lower customer traffic due to security concerns, war or the threat of war, natural disasters, pandemics or other health concerns, and the decreased sales that would likely result, could have an adverse impact on our business, financial condition and results of operations.

Failure to comply with legal and regulatory requirements could damage our reputation, financial condition and market price of our stock.

Our policies, procedures and internal controls are designed to comply with all applicable laws and regulations, including those imposed by the U.S. Securities and Exchange Commission and the New York Stock Exchange, as well as applicable employment laws. Any changes in regulations, the imposition of additional regulations or the enactment of any new legislation, in response to current economic conditions or otherwise, may increase the complexity of the regulatory environment in which we operate and the related cost of compliance. Failure to comply with such laws and regulations may damage our reputation, impact our financial condition or reduce the market price of our stock.

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Our business could suffer if one of the manufacturers of the goods that we sell fails to follow acceptable labor practices.

We expect that manufacturers of the goods that we sell to operate in compliance with applicable laws and regulations and comply with our social compliance program. Our social compliance program promotes ethical business practices and our staff and the staff of our third party inspection service company periodically visit or inspect the operations of our independent manufacturers to assess compliance with our social compliance program. However, we do not control these manufacturers or their labor or business practices. The violation of labor or other laws by an independent manufacturer used by us, or the divergence of an independent manufacturer’s labor practices from those generally accepted as ethical in the United States, could interrupt, or otherwise disrupt the shipment of products to us, damage our reputation or result in cancelled contracts or orders. Any of these events could have an adverse affect on our revenues and consequently our results of operations.

Our marketing efforts rely upon the effective use of customer information. Restrictions on the availability or use of customer information or unauthorized disclosure of sensitive or confidential information could adversely affect our marketing programs or expose us to litigation, which could disrupt our operations and harm our business .

As part of our normal course of business, we collect, process and retain sensitive and confidential customer information. Any limitations imposed on the use of such consumer data, whether imposed by federal or state governments or business partners, could have an adverse affect on our future marketing activities. Despite the security measures we have in place, our facilities and systems, and those of our third party service providers, may be vulnerable to security breaches, acts of vandalism, computer viruses, misplaced or lost data, programming and/or human errors, or similar events. Any security breach involving the misappropriation, loss or other unauthorized disclosure of confidential information, whether by us or our vendors, could severely damage our reputation, expose us to risks of litigation and liability, disrupt our operations and harm our business.

Government mandated healthcare requirements could adversely affect our profits.

In March 2010, the Patient Protection and Affordable Care Act (the “Act”) and the Health Care and Education Reconciliation Act of 2010 (the “Reconciliation Act”) were signed into law. The Act, as modified by the Reconciliation Act, includes a large number of health care provisions to take effect over four years. The costs of these provisions are expected to be funded by a variety of taxes and fees. Some of the taxes and fees, as well as certain health care changes required by these provisions, are expected to result, directly or indirectly, in increased health care costs for us. While we are still evaluating the impact of the Act, this legislation, as well as any future changes in healthcare legislation, could increase healthcare expenses for us and have an adverse affect on our results of operations.

Our ability to successfully manage store growth and optimize the productivity and profitability of our store portfolio may impact our financial performance.

Our ability to return to profitability depends, in part, on our ability to successfully open and operate new stores, including new store concepts, and to optimize the performance of our current stores, including by closing under-performing stores. Due to the deterioration in the macroeconomic environment in fiscal year 2009 and the continued economic uncertainty, we reduced our capital expenditures for fiscal years 2010 and 2011. As the economy recovers, we intend to open more new stores, while relocating and remodeling a portion of our existing store base each year. Accomplishing our store opening goals depends upon a number of factors, including locating suitable sites and negotiating favorable lease terms. We must also be able to effectively renew and renegotiate lease terms for existing stores. Improving the profitability of our stores and optimizing store productivity will also depend on customer acceptance of our dual store and outlet store concepts and our effectively executing the planned store growth for fiscal 2012. Hiring and training qualified associates, particularly at the store management level, and maintaining overall good relations with our associates, is also important to our store operations. There is no assurance that we will achieve our store expansion goals, manage our potential growth effectively or operate our stores profitably.

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We may be subject to adverse outcomes in current or future litigation matters.

We are involved from time-to-time in litigation and other claims against our business. The types of claims that could be asserted against us based on litigation that has been asserted against others, particularly in the retail industry, includes commercial, intellectual property infringement (as discussed below), customer and employment claims, including class action lawsuits claiming that we have violated federal or state laws. These matters typically arise in the ordinary course of business but in some cases could also raise complex factual and legal issues requiring significant management time and, if determined adversely to the Company, could subject the Company to material liabilities. We believe that our current litigation matters will not have a material adverse affect on the results of our operations or financial condition. However, our assessment of current litigation could change in light of the discovery of facts with respect to legal actions pending against us not presently known to us or determinations by judges, juries or other finders of fact which do not accord with our evaluation of the possible liability or outcome of such litigation.

In recent years there has been increasing activity by companies which have acquired intellectual property rights but do not practice those rights (sometimes referred to as “patent trolls”) to engage in very broad licensing programs aimed at a large number of companies in a wide variety of businesses or at retail companies specifically. These efforts typically involve proposing licenses in exchange for a substantial sum of money and may also include the threat or actual initiation of litigation for that purpose. Any such litigation can be quite costly to defend, even if unsubstantiated or invalid. There is one such matter pending against us which our third party e-commerce provider has agreed to defend and indemnify us, subject to the terms of our e-commerce agreement with them. We also receive from time-to-time communications from patent trolls relating to proposed licenses. It is not possible to predict the impact, if any, of such claims on our business and operations.

We may not successfully implement our fiscal 2012 initiatives.

In conjunction with recent changes in senior management, the Company has begun to undertake a series of initiatives to return the Company to profitability and growth, in particular transforming our merchandise strategy to better align with our customers’ fashion preferences. While progress on these initiatives has been made, our ability to continue to make progress depends upon a number of factors which could result in unexpected costs, delays or failure to meet our internal expectations. If we are unable to improve our financial performance, additional measures and cost controls may need to be implemented and our results of operations could be adversely affected.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

There are no matters which are required to be reported under Item 1B.

ITEM 2.

PROPERTIES

Store Locations

Our stores are located primarily in shopping malls and retail centers in smaller to mid-sized cities and suburban areas. Approximately 85% of our stores are located in enclosed malls that typically have numerous specialty stores and two or more general merchandise chains or department stores as anchor tenants. The remainder of our Christopher & Banks and C.J. Banks stores are located in power, strip and lifestyle shopping centers. While we have historically operated the majority of our stores in enclosed shopping malls, we intend to focus our future store expansion on off-mall locations where appropriate, due to the convenience these locations provide our customers and the reduced occupancy costs associated with these sites. In addition, we launched an outlet division in fiscal 2011 and have seven locations in outlet centers as of April 22, 2011.

At April 22, 2011, our Christopher & Banks, C.J. Banks, dual and outlet stores averaged approximately 3,300, 3,600, 4,400 and 3,800 square feet, respectively. Approximately 85% of the total aggregate store square footage is allocated to selling space.

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At April 22, 2011, we operated 770 stores in 46 states as follows:

	Christopher
State	& Banks	C.J. Banks	Dual	Outlet	Total Stores
Alabama	5	3	—	—	8
Alaska	—	—	—	—	—
Arizona	8	2	—	—	10
Arkansas	6	1	—	—	7
California	7	1	—	—	8
Colorado	18	10	—	1	29
Connecticut	3	—	—	—	3
Delaware	2	—	—	—	2
Florida	14	4	—	—	18
Georgia	5	1	—	—	6
Hawaii	—	—	—	—	—
Idaho	7	2	—	—	9
Illinois	27	15	—	—	42
Indiana	18	14	—	—	32
Iowa	21	10	1	—	32
Kansas	11	7	—	1	19
Kentucky	10	4	—	—	14
Louisiana	2	—	—	—	2
Maine	2	2	—	—	4
Maryland	7	1	—	—	8
Massachusetts	11	2	—	—	13
Michigan	29	15	—	—	44
Minnesota	32	12	2	1	47
Mississippi	—	—	—	—	—
Missouri	11	12	2	1	26
Montana	6	4	—	—	10
Nebraska	12	7	—	—	19
Nevada	—	—	—	—	—
New Hampshire	3	—	—	—	3
New Jersey	2	—	—	—	2
New Mexico	2	2	—	—	4
New York	22	13	1	—	36
North Carolina	8	4	—	—	12
North Dakota	7	4	—	—	11
Ohio	35	23	1	1	60
Oklahoma	7	1	—	—	8
Oregon	7	3	—	—	10
Pennsylvania	36	18	1	1	56
Rhode Island	1	—	—	—	1
South Carolina	3	—	—	—	3
South Dakota	6	2	—	—	8
Tennessee	11	7	—	—	18
Texas	16	3	—	—	19
Utah	9	4	—	—	13
Vermont	2	1	—	—	3
Virginia	13	5	—	—	18
Washington	15	7	1	—	23
West Virginia	7	7	—	—	14
Wisconsin	20	10	—	1	31
Wyoming	3	2	—	—	5
	509	245	9	7	770

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Store Leases

All of our store locations are leased. Lease terms typically include a rental period of ten years and may contain a renewal option. Leases generally require payments of fixed minimum rent and contingent percentage rent, calculated based on a percent of sales in excess of a specified threshold.

The following table, which covers all of the stores operated by us at April 22, 2011, indicates the number of leases expiring during the fiscal year indicated and the number of such leases with renewal options. The number of stores with leases expiring in fiscal 2012 includes those stores which currently are operating on month-to-month terms.

	Number of	Number with
Fiscal Year	Leases Expiring	Renewal Options
2012	187	6
2013	129	—
2014	116	1
2015	104	2
2016	73	—
2017-2020	161	11
Total	770	20

For leases that expire in a given year, we plan to evaluate the projected future performance of each store location prior to lease expiration to determine if we will seek to negotiate a new lease for that particular location.

Corporate Office and Distribution Center Facility

In fiscal 2002, we purchased our 210,000 square foot corporate office and distribution center facility, located in Plymouth, Minnesota. Prior to fiscal 2002, we leased this facility. We utilize the entire facility for our corporate office and distribution center requirements. Management believes our corporate office and distribution center facility space is sufficient to meet our requirements for fiscal 2012.

ITEM 3.

LEGAL PROCEEDINGS

We are subject, from time to time, to various claims, lawsuits or actions that arise in the ordinary course of business. Although the amount of any liability that could arise with respect to any current proceedings cannot, in management’s opinion, be accurately predicted, any such liability is not expected to have a material adverse impact on our financial position, results of operations or liquidity.

ITEM 4.

(REMOVED AND RESERVED)

There is no disclosure required under this Item.

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ITEM 4A.

EXECUTIVE OFFICERS OF THE REGISTRANT

The following table sets forth certain information regarding our executive officers as of April 22, 2011.

Name	Age	Positions and Offices
Larry C. Barenbaum	64	President and Chief Executive Officer
Monica L. Dahl	44	Senior Vice President, e-Commerce, Planning & Allocation, and Strategy
Luke R. Komarek	57	Senior Vice President, General Counsel and Corporate Secretary
Michael J. Lyftogt	42	Senior Vice President, Chief Financial Officer
Michelle L. Rice	36	Vice President, Store Operations
Julie M. Rouse	48	Senior Vice President, General Merchandise Manager

Larry C. Barenbaum was elected President and Chief Executive Officer on January 10, 2011. From October 19, 2010 to January 10, 2011 he served as Interim President and Chief Executive Officer. He has been a Director of the Company since March 1992 and was Chairman of the Board from December 2005 to January 10, 2011. Mr. Barenbaum founded Lawrence Jewelry Company, a fashion wholesale jewelry distribution company, in 1970. He sold Lawrence Jewelry Company in 1986 and continued to serve as its CEO until November, 1991. Mr. Barenbaum has over 25 years of experience in the retail industry, in addition to serving as a consultant in the specialty retail and services industry until October 19, 2010.

Monica L. Dahl has served as Senior Vice President, e-Commerce, Planning & Allocation, and Strategy since July 2010. From August 2008 to July 2010 Ms. Dahl served as Senior Vice President, Planning & Allocation and e-Commerce. From December 2005 to July 2008, she was Executive Vice President and Chief Operating Officer. Ms. Dahl served as Vice President of Business Development from November 2004 to December 2005. Upon joining the Company in May 2004, Ms. Dahl was Director of Business Development. From January 1993 to April 2004, Ms. Dahl held various positions with Wilson’s Leather including Director of Sourcing; Divisional Merchandise Manager — Women’s Apparel; Director of Merchandise Planning; and several positions in the Finance department. Ms. Dahl was with Arthur Andersen LLP from December 1987 to December 1992.

Luke R. Komarek has served as Senior Vice President, General Counsel since May 2007. He was named Corporate Secretary in August 2007. Prior to joining the Company, Mr. Komarek served as General Counsel, Chief Compliance Officer and Secretary at PNA Holdings, LLC and Katun Corporation from March 2004 to May 2007. Previously, Mr. Komarek served as Vice President of Legal Affairs and Compliance at Centerpulse Spine-Tech Inc. from February 2003 to March 2004. Mr. Komarek was employed by FSI International, Inc., a semiconductor equipment company, from 1995 to 2002, most recently serving as Vice President, General Counsel and Corporate Secretary.

Michael J. Lyftogt was elected Senior Vice President, Chief Financial Officer effective February 23, 2011. From July 15, 2010 to February 23, 2011 Mr. Lyftogt served as Chief Accounting Officer and Interim Chief Financial Officer. Prior to his appointment as Chief Accounting Officer in July 2010, he served as Vice President, Finance since March 2006 and was the Company’s Controller from March 1998 through February 2006. Prior to joining the Company, Mr. Lyftogt was Controller for M.F. Bank & Company, Inc. Mr. Lyftogt also has previous experience in public accounting.

Michelle L. Rice was elected Vice President, Store Operations effective February 23, 2011. From July 2010 until February 23, 2011, she was Vice President, Stores. From August 2008, when she joined the Company, until July 2010 she was a Regional Vice President. Ms. Rice has over 20 years of retail industry experience. She was the Regional Sales Director at Fashion Bug, a division of Charming Shoppes, a fashion retailer of missy and plus size apparel, from November 2006 to August 2008 and was a District Operations Manager at TJX Corporation from 2003 to November 2006.

Julie M. Rouse joined the Company as Senior Vice President, General Merchandise Manager in October 2010. From August 2009 to October 2010, Ms. Rouse was employed as Vice President of Merchandising by ThatsWhatIWant.com, an e-Commerce company providing women’s clothing in sizes 12, 14 and 16. From April 2009 through August 2010, Ms. Rouse also acted in a consulting role for several companies. She was previously employed by Christopher & Banks from 1995 through September 2008 in various capacities, including Vice President, General Merchandise Manager-CJ Banks from 2001 until September 2008.

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PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock is traded on the New York Stock Exchange under the symbol “CBK”. The quarterly high and low stock sales price information for our common stock for fiscal 2011 and fiscal 2010 is included in the table below.

	Market Price
Quarter Ended	High		Low
February 26, 2011	$	6.38	$	5.21
November 27, 2010	$	7.91	$	5.15
August 28, 2010	$	8.92	$	6.00
May 29, 2010	$	10.97	$	7.33
February 27, 2010	$	7.86	$	5.64
November 28, 2009	$	8.20	$	5.96
August 29, 2009	$	8.64	$	5.32
May 30, 2009	$	5.86	$	3.51

As of April 22, 2011, we had 105 holders of record of our common stock and approximately 5,500 beneficial owners. The last reported sales price of our common stock on April 22, 2011 was $6.11.

In fiscal 2004, our Board of Directors declared our first cash dividend. The declaration provided for an on-going cash dividend of $0.04 per share to be paid quarterly, subject to Board approval. In July 2006, our Board of Directors authorized an increase in the quarterly cash dividend to $0.06 per share. We have declared and paid a dividend each quarter since the first declaration in fiscal 2004. Our Board of Directors reviews and approves dividend payments on a quarterly basis.

The following table sets forth information concerning purchases of our common stock for the periods indicated.

				Total Number	Approximate
				of Shares	Dollar Value
	Total Number	Average		Purchased as	of Shares that May
	of Shares	Price Paid		Part of Publicly	Yet Be Purchased
Period	Purchased (1)	per Share		Announced Plans	Under the Plans

November 29, 2010 - December 26, 2010	2,583	$	5.69	—	$	—

December 27, 2010- January 30, 2011	7,369	$	5.84	—	—

January 31, 2011- February 26, 2011	—	$	—	—	—

Total	9,952	$	5.80	—	$	—

(1) The shares of common stock in this column represent shares that were surrendered to the Company by stock plan participants in order to satisfy withholding tax obligations related to restricted stock awards.

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Comparative Stock Performance

The graph below compares the cumulative total stockholder return on the Company’s common stock (“CBK”) from February 25, 2006 to February 26, 2011 to the cumulative total stockholder return of the S&P 500 Index and the S&P Apparel Retail Index. The comparisons assume $100 was invested on February 25, 2006 in our common stock, the S&P 500 Index and the S&P Apparel Retail Index and also assumes that any dividends are reinvested.

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ITEM 6.

SELECTED FINANCIAL DATA

The following selected financial data has been derived from our audited Consolidated Financial Statements and should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of this Form 10-K and the Consolidated Financial Statements and related notes appearing in Item 8 of this Form 10-K.

	Fiscal Year Ended
	(in thousands, except per share amounts and selected operating data)
	Feb. 26,			Feb. 27,			Feb. 28,			Mar. 1,			Mar. 3,
	2011			2010			2009			2008			2007(1)
Income Statement Data:
Net sales	$	448,130		$	455,402		$	530,742		$	560,912		$	533,156
Merchandise, buying and occupancy costs	292,713			289,134			341,734			341,928			318,971
Selling, general and administrative expenses	142,461			138,711			172,295			161,180			140,696
Depreciation and amortization	24,736			25,985			26,264			21,764			19,616
Impairment of store assets	2,779			2,939			4,557			411			330

Operating income (loss)	(14,559		)	(1,367		)	(14,108		)	35,629			53,543
Other income	450			728			1,809			4,662			5,116
Income (loss) from continuing operations before income taxes	(14,109		)	(639		)	(12,299		)	40,291			58,659
Income tax provision (benefit)	8,058			(797		)	(4,215		)	14,827			22,701
Income (loss) from continuing operations	(22,167		)	158			(8,084		)	25,464			35,958
Loss from discontinued operations, net of income tax	—			—			(4,666		)	(8,446		)	(2,272		)
Net income (loss)	$	(22,167	)	$	158		$	(12,750	)	$	17,018		$	33,686

Basic earnings (loss) per common share:
Continuing operations	$	(0.63	)	$	—		$	(0.23	)	$	0.71		$	0.96
Discontinued operations	—			—			(0.13		)	(0.24		)	(0.06		)
Earnings (loss) per basic share	$	(0.63	)	$	—		$	(0.36	)	$	0.48		$	0.90
Basic shares outstanding	35,392			35,141			35,097			35,772			37,307

Diluted earnings (loss) per common share:
Continuing operations	$	(0.63	)	$	—		$	(0.23	)	$	0.71		$	0.95
Discontinued operations	—			—			(0.13		)	(0.24		)	(0.06		)
Earnings (loss) per diluted share	$	(0.63	)	$	—		$	(0.36	)	$	0.47		$	0.89
Diluted shares outstanding	35,392			35,234			35,097			35,852			37,761

Dividends per share	$	0.24		$	0.24		$	0.24		$	0.24		$	0.20

(1) The year ended March 3, 2007 consisted of 53 weeks. All other years presented consisted of 52 weeks.

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	Feb. 26,			Feb. 27,			Feb. 28,			Mar. 1,			Mar. 3,
	2011			2010			2009			2008			2007(1)
Balance Sheet Data (at end of each period in thousands):
Cash, cash equivalents and short-term investments	$	76,772		$	99,324		$	78,814		$	78,492		$	102,266
Merchandise inventory	39,211			38,496			38,828			43,840			52,355
Long-term investments	28,824			13,622			16,400			23,350			—
Total assets	234,163			267,297			290,142			311,792			307,323
Long-term debt	—			—			—			—			—
Stockholders’ equity	164,229			193,730			200,223			218,827			225,765
Working capital	83,415			108,321			94,059			95,968			128,854

Selected Operating Data:
Same-store sales increase (decrease) (2)	(1		)%	(15		)%	(12		)%	1		%	1		%
Stores at end of period	775			806			815			837			778
Net sales per gross square foot (3)	$	154		$	156		$	188		$	215		$	219

(1) The year ended March 3, 2007 consisted of 53 weeks. All other years presented consisted of 52 weeks.

(2) Same-store sales data is calculated based on the change in net sales for stores that have been open for more than 13 full months and includes stores, if any, that have been relocated within the same mall. We typically do not expand or relocate stores within a mall. Stores where square footage has been changed by more than 25 percent are excluded from the same-store sales calculation. Stores closed during the year are included in the same-store sales calculation only for the full months of the year during which the stores were open. In addition, sales which are initiated in stores but fulfilled through our e-Commerce websites are included in the calculation of same store sales.

(3) The computation of net sales per gross square foot includes stores which were open for all 12 months of the fiscal year. Relocated and expanded stores, if any, are included in the calculation.

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial Statements and related Notes included in Item 8 of this Form 10-K.

Executive Overview

Christopher & Banks Corporation, a Delaware corporation, is a Minneapolis-based retailer of women’s apparel, which operates retail stores through its wholly-owned subsidiaries. Our fiscal year ends on the Saturday nearest February 28. The fiscal years ended February 26, 2011 (“fiscal 2011”), February 27, 2010 (“fiscal 2010”) and February 28, 2009 (“fiscal 2009”) each consisted of 52 weeks.

As of April 22, 2011, we operated 770 stores in 46 states, including 509 Christopher & Banks stores, 245 C.J. Banks stores, nine dual concept stores and seven outlet stores. Our Christopher & Banks brand offers distinctive fashions featuring exclusively designed, coordinated assortments of women’s apparel in sizes four to 16. Our C.J. Banks brand offers similar assortments of women’s apparel in sizes 14W to 26W. Our dual concept and outlet stores offer an assortment of both Christopher & Banks and C.J. Banks apparel servicing the petite, missy and plus size customer in one location. We also operate e-Commerce web sites for our two brands at www.christopherandbanks.com and www.cjbanks.com which, in addition to offering the apparel found in our stores, also offer exclusive sizes and styles available only online.

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We strive to provide our customers with fashionable, high-quality apparel at a great value and with a consistent fit. Our overall strategy for our two brands, Christopher & Banks and C.J. Banks, is to offer a compelling, evolving merchandise assortment through our stores and e-Commerce web sites in order to satisfy our customers’ expectations for style, quality, value, versatility and fit, while providing knowledgeable and personalized customer service.

We have positioned ourselves to offer merchandise assortments balancing updated unique apparel with more classic styles, at affordable prices. To differentiate ourselves from our competitors, our buyers, working in conjunction with our internal design group, strive to create a merchandise assortment of coordinated outfits, the majority of which are manufactured exclusively for us under our proprietary Christopher & Banks and C.J. Banks brand names.

Fiscal 2011 Summary

Fiscal 2011 was a challenging year for us at Christopher & Banks, as we reported a loss of $0.63 per diluted share for the year. Customers did not respond favorably to our merchandise assortment, particularly in the third and fourth quarters. As a result, same-store sales decreased 1% for the year and merchandise margins declined by approximately 310 basis points when compared to fiscal 2010. We aggressively increased markdown levels and promotional activity, particularly in the third and fourth quarters, in an effort to encourage customers to purchase and to clear inventory. Our newer petite and accessory product categories were better received by customers during the year, resulting in stronger performance than experienced with our core merchandise offerings.

Despite the challenges, we maintained a strong balance sheet in fiscal 2011. Cash, cash equivalents and short and long-term investments totaled $105.6 million at the end of fiscal 2011, compared to $112.9 million at the end of fiscal 2010. Total inventory was $39.2 million as of February 26, 2011, compared to $38.5 million as of February 27, 2010 and inventory per-store (excluding e-commerce inventory) was up approximately 4% over the prior year. We ended the year with no long-term debt.

We opened six new stores in fiscal 2011, including one C.J. Banks store, two dual concept stores and our first three outlet stores. We closed 23 Christopher & Banks and 14 C.J. Banks stores for a total of 37 store closures in fiscal 2011. As of February 26, 2011, we operated 775 stores including 517 Christopher & Banks stores, 252 C.J. Banks stores, three dual concept stores and three outlet stores. In fiscal 2012, we are planning to open nine new dual concept stores and 22 new outlet stores, while we expect to close approximately 20 existing Christopher & Banks and 15 C.J. Banks stores during the year.

Other Developments

Effective January 10, 2011, we announced that our Board of Directors elected Larry C. Barenbaum as our President and Chief Executive Officer. Mr. Barenbaum served as Interim President and Chief Executive Officer from October 19, 2010 through January 10, 2011. Mr. Barenbaum has been a Director on our Board since March 1992 and served as Chairman of the Board from December 2005 until he was elected to the position of President and Chief Executive Officer. In conjunction with Mr. Barenbaum’s election as President and Chief Executive Officer in January 2011, the Board of Directors named James J. Fuld, Jr. as Non-Executive Chair of the Board. Mr. Fuld has been a director of the Company since 1986.

Mr. Barenbaum replaced Lorna E. Nagler, our former President and Chief Executive Officer, who resigned all positions with the Company, including the position of Director, effective October 19, 2010. We incurred a pre-tax, non-recurring severance charge of approximately $1.0 million in the third quarter of fiscal 2011 in connection with Ms. Nagler’s resignation.

On February 24, 2011, the Company announced that Michael J. Lyftogt had been elected Senior Vice President, Chief Financial Officer of the Company. Mr. Lyftogt has worked at Christopher & Banks for over thirteen years in a variety of financial roles including Chief Accounting Officer, Vice President, Finance and Controller and has served as Interim Chief Financial Officer since July 2010.

On December 16, 2010, we announced the appointment of Morris Goldfarb to our Board of Directors, effective January 3, 2011. The election of Mr. Goldfarb increased the number of Board members to eight and the number of independent Directors to seven. Mr. Goldfarb is Chairman of the Board and Chief Executive Officer of G-III Apparel Group, Ltd.

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Fiscal 2012 Outlook

Merchandise

In fiscal 2011, we began to test several new product categories in an effort to increase spending by existing customers and to attract new customers to our brands. We will continue to test product offerings such as sunglasses, scarves, handbags, swimwear and outerwear and, if successful, will expand these product assortments to more stores throughout fiscal 2012. We are also working to enhance our product sourcing capabilities through building relationships with new merchandise vendors and improving our relationships with existing suppliers. In addition, we are analyzing all aspects of our product development and sourcing practices to identify opportunities for cost savings in an effort to mitigate increases in the cost of raw materials, particularly cotton and synthetic fibers, and production labor. We intend to diversify our vendor base, including the countries in which our merchandise is produced. Additionally, we plan to improve visibility to the components of our inbound transportation process with a goal to enhance control and reduce costs. While we plan to implement some price increases in fiscal 2012, we believe this is a reflection of our improved product. We intend to maintain our commitment to providing quality merchandise to our customers at a value, while we work to reduce the impact of cost increases.

Customer Experience

In addition, we continue to refine and add new visual merchandising elements to our stores to maximize displays to provide more compelling and clearer product messages. This is intended to drive increased numbers of new and existing customers into our stores through a more compelling and organized presentation of merchandise and product outfitting options.

Marketing

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In March 2010, we launched our Friendship Rewards loyalty program. Friendship Rewards is a point-based program where members earn points based on purchases. After reaching a certain level of accumulated points, members are rewarded with a certificate which may be applied towards purchases at our stores or web sites. The program has helped us to build our customer database and we will be refining the program throughout fiscal 2012 to encourage increased purchases by our Friendship Rewards members as we move through the year.

e-Commerce

The web sites referenced above are for textual reference only and such references are not intended to incorporate our web sites into this Annual Report on Form 10-K.

Real Estate/Leasing

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Key Performance Indicators

Our management evaluates the following items, which are considered key performance indicators, in assessing our performance:

Same-store sales

Our same-store sales data is calculated based on the change in net sales for stores that have been open for more than 13 full months and includes stores, if any, that have been relocated within the same mall, though we typically do not expand or relocate stores within the same center. Stores where square footage has been changed by more than 25 percent are excluded from the same-store sales calculation. Stores closed during the year are included in the same-store sales calculation only for the full months of the year the stores were open. In addition, sales which are initiated in stores but fulfilled through our e-Commerce websites are included in the calculation of same store sales.

Management considers same-store sales to be an important indicator of our performance. Same-store sales results are important in achieving leveraging of costs, including store payroll, store occupancy, depreciation and other general and administrative expenses. Year-over-year increases in same-store sales contribute to greater leveraging of costs, while declining same-store sales contribute to deleveraging of costs. Same-store sales results also have a direct impact on our total net sales, cash, cash equivalents, investments and working capital.

Merchandise, buying and occupancy costs

Merchandise, buying and occupancy costs, exclusive of depreciation and amortization, measure whether we are appropriately optimizing the price of our merchandise. Merchandise, buying and occupancy costs include the cost of merchandise, markdowns, shrink, freight, buyer and distribution center salaries, buyer travel, rent and other occupancy-related costs, various merchandise design and development costs, miscellaneous merchandise expenses and other costs related to our distribution network.

Operating income

Our management views operating income as a key indicator of our success. The key drivers of operating income are same-store sales, merchandise, buying and occupancy costs and our ability to control our other operating costs.

Store productivity

Store productivity measures, including sales per square foot, average unit retail selling price, average number of transactions per store, number of units per transaction, average retail dollars per transaction, customer traffic and conversion rates are evaluated by management in assessing the operational performance of individual stores.

Inventory turnover

Our management evaluates inventory turnover as a measure of how productively inventory is bought and sold. Inventory turnover is important as it can signal slow-moving inventory, which can be critical in determining the need to take markdowns on merchandise.

Cash flow and liquidity

Management evaluates free cash flow and cash flow from operations, investing activities and financing activities in determining the sufficiency of our cash position. Cash flow from operations has historically been sufficient to provide for our uses of cash. We expect our cash, cash equivalents and short and long-term investments, combined with cash flows from operations, to be sufficient to fund anticipated capital expenditures, working capital and other requirements for liquidity during fiscal 2012.

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Results of Operations

The following table sets forth consolidated income statement data expressed as a percentage of net sales for the last three fiscal years and should be read in conjunction with “Selected Financial Data” in Item 6 of this Form 10-K.

	Fiscal Year Ended
	February 26,		February 27,		February 28,
	2011		2010		2009

Net sales	100.0	%	100.0	%	100.0	%
Merchandise, buying and occupancy costs	65.3		63.5		64.4
Selling, general and administrative expenses	31.8		30.5		32.4
Depreciation and amortization	5.5		5.7		4.9
Impairment of store assets	0.6		0.6		0.9
Operating loss	(3.2	)	(0.3	)	(2.6	)
Other income, net	0.1		0.1		0.3
Loss from continuing operations before income taxes	(3.1	)	(0.2	)	(2.3	)
Income tax provision (benefit)	1.8		(0.2	)	(0.8	)
Net income (loss) from continuing operations	(4.9	)	0.0		(1.5	)
Loss from discontinued operations, net of tax	—		—		(0.9	)
Net income (loss)	(4.9	)%	0.0	%	(2.4	)%

Fiscal 2011 Compared to Fiscal 2010

Net Sales. Net sales from continuing operations for the 52-week period ended February 26, 2011 were $448.1 million, a decrease of $7.3 million or 1.6%, from net sales from continuing operations of $455.4 million for the 52-week period ended February 27, 2010. The decrease in our net sales resulted from a 1% decrease in same store sales, combined with a decrease in the number of stores operated during fiscal 2011 as compared to fiscal 2010. In addition, revenue declined by approximately $2.9 million due to a reduction in net sales related to accrued unearned revenue for points accumulated by customers and certificates issued in conjunction with the Company’s Friendship Rewards loyalty program, which was established in early fiscal 2011. The decrease in net sales was partially offset by increases in revenues at our Christopher & Banks and C.J. Banks e-commerce web sites in fiscal 2011.

The number of average transactions per store was essentially flat in the first and second quarters of fiscal 2011, compared to the first two quarters of fiscal 2010, as declines in customer traffic were offset by increases in the rate of customer conversion. The number of average transactions per store decreased approximately 7% in the third quarter of fiscal 2011 and increased approximately 4% in the fourth quarter of fiscal 2011, when compared to corresponding periods in fiscal 2010. Average transaction values were higher in the first and second quarters, flat in the third quarter and lower in the fourth quarter of fiscal 2011, as compared to the same periods in fiscal 2010. Average selling prices declined throughout the year. Improved selling at full price in the first quarter gave way to sequentially increased promotional activity during the year and a reduced average selling price per unit in the second, third and fourth quarters as customers did not respond favorably to the Company’s fall, holiday and spring merchandise assortments.

The Company operated 775 stores as of February 26, 2011, compared to 806 stores as of February 27, 2010.

Merchandise, Buying and Occupancy Costs. Merchandise, buying and occupancy costs, exclusive of depreciation and amortization, were $292.7 million, or 65.3% of net sales, in fiscal 2011, compared to $289.1 million, or 63.5% of net sales, in fiscal 2010, resulting in an approximate 180 basis point decrease in our gross profit margin during the year.

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Our merchandise margins decreased by approximately 310 basis points in fiscal 2011 as lower markdown levels in the first quarter were replaced by significantly increased markdowns and promotional activity in the second, third and fourth quarters while we worked to increase net sales and clear less desirable fall, holiday and spring product assortments. Inventory per store was up approximately 4%, excluding e-commerce inventory, at the end of fiscal 2011 as compared to the end of fiscal 2010. The decline in merchandise margin was partially offset by approximately 130 basis points of positive leverage of buying and occupancy costs driven mainly by lower rent expense.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the fiscal year ended February 26, 2011 were $142.5 million, or 31.8% of net sales, compared to $138.7 million, or 30.5% of net sales, for the fiscal year ended February 27, 2010, resulting in a 130 basis point increase as a percent of net sales in fiscal 2011, as compared to fiscal 2010.

The increase in selling, general and administrative expenses during fiscal 2011 was largely due to higher severance costs as we recorded total charges of approximately $1.5 million related to our former Chief Executive Officer and Chief Financial Officer. In addition, increases in the amount of medical claims and marketing expenditures were partially offset by decreased store payroll and bonus expense. Selling, general and administrative expenses in the second quarter of fiscal 2010 included pre-tax, non-recurring benefits of approximately $1.2 million related largely to legal and contract settlements.

Depreciation and Amortization. Depreciation and amortization was $24.7 million, or 5.5% of net sales, in fiscal 2011, compared to $26.0 million, or 5.7% of net sales, in fiscal 2010. The decrease in the amount of depreciation and amortization expense primarily resulted from a reduction in our depreciable asset base related to asset impairment charges of $2.8 million and $2.9 million recognized in fiscal 2011 and fiscal 2010, respectively.

Impairment of Store Assets. In the fourth quarter of fiscal 2011, we recorded long-lived store-level asset impairment charges of $2.8 million related to underperforming Christopher & Banks and C.J. Banks stores, compared to $2.9 million of store-level asset impairment charges in fiscal 2010. A portion of the asset impairment charges recognized in fiscal 2011 and fiscal 2010 related to accelerated depreciation on the remaining book value of underperforming stores to be closed in the first half of fiscal 2012 and fiscal 2011, respectively.

Operating Loss. As a result of the foregoing factors, we reported an operating loss of $14.6 million, or 3.2% of net sales, for the 52 weeks ended February 26, 2011, compared to an operating loss of $1.4 million, or 0.3% of net sales, for the 52 weeks ended February 27, 2010.

Other Income . For the fiscal year ended February 26, 2011, other income included interest income of approximately $0.4 million and gains on investments of approximately $40,000. For the fiscal year ended February 27, 2010, other income included interest income of approximately $0.4 million and gains on investments of approximately $0.3 million.

Income Taxes. We recorded income tax expense of $8.1 million, with an effective tax rate of (57.1) %, in fiscal 2011, compared to an income tax benefit of $0.8 million, with an effective tax rate of 124.7%, in fiscal 2010. Income tax expense for fiscal 2011 reflects the establishment of a full valuation allowance on our net deferred tax assets. During fiscal 2011, we evaluated all of the positive and negative evidence related to our ability to utilize our deferred tax assets. Based on a lack of positive evidence to offset the negative evidence provided by our three year cumulative operating loss, we recorded a non-cash valuation allowance of $14 million. Our effective tax rate in fiscal 2011 was significantly impacted by the recognition of the full valuation allowance on our net deferred tax assets, while small discrete tax items and state tax considerations had a significant impact on our annual effective tax rate in fiscal 2010 due to our near break-even operating results.

Net Income (Loss). As a result of the foregoing factors, we reported a net loss of $22.2 million, or 4.9% of net sales, for the twelve months ended February 26, 2011, compared to net income of $0.2 million, or 0.0% of net sales, for the twelve months ended February 27, 2010.

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Fiscal 2010 Compared to Fiscal 2009

Net Sales. Net sales from continuing operations for the 52-week period ended February 27, 2010 were $455.4 million, a decrease of $75.3 million or 14%, from net sales from continuing operations of $530.7 million for the 52-week period ended February 28, 2009. Our sales were negatively impacted in fiscal 2010 by the challenging macro-economic environment and related factors. In particular, continued instability in the housing market and higher levels of unemployment, combined with general economic uncertainty, negatively impacted consumer spending patterns, particularly for discretionary retail purchases.

Our same store sales declined 15% for the fiscal year ended February 27, 2010, when compared to the fiscal year ended February 28, 2009. This decrease was primarily due to reduced customer traffic at our stores resulting in fewer transactions per store and fewer units sold overall, partially offset by an increase in average unit retail selling price. The decline in same-store sales was partially offset by an increase in revenues generated by our two e-Commerce websites. We also operated fewer stores in fiscal 2010 as compared to fiscal 2009, ending the year with 806 stores as of February 27, 2010, compared to 815 stores at February 28, 2009.

Merchandise, Buying and Occupancy Costs. Merchandise, buying and occupancy costs, exclusive of depreciation and amortization, were $289.1 million, or 63.5% of net sales, in fiscal 2010, compared to $341.7 million, or 64.4% of net sales, during fiscal 2009, resulting in approximately 90 basis points of improvement in our gross profit margin.

Our merchandise margins improved by approximately 250 basis points in fiscal 2010 as reduced markdown levels in the third and fourth quarters more than offset the impact of elevated promotional activity in the first and second quarters of the year. Strict inventory discipline was exercised throughout fiscal 2010, resulting in fewer markdowns needed to clear excess inventory. The improved merchandise margins were partially offset by approximately 160 basis points of deleveraging of buying and occupancy costs associated with our 15% decline in same store sales.

Selling, General and Administrative Expenses. Selling, general and administrative expenses for the fiscal year ended February 27, 2010 were $138.7 million, or 30.5% of net sales, compared to $172.3 million, or 32.4% of net sales, for the fiscal year ended February 28, 2009, resulting in a 190 basis point decrease as a percent of net sales in fiscal 2010, compared to fiscal 2009.

SG&A expenses were reduced by $33.6 million in fiscal 2010 compared to fiscal 2009, primarily as a result of our cost reduction initiatives. Significant savings were realized in store payroll and other store-related operating expenses, which accounted for most of the positive leverage of SG&A expenses in fiscal 2010. In addition, we had savings in marketing expenditures, travel, corporate salaries, benefits and information technology related costs. Approximately $4.0 million of the reduction in SG&A expenses in fiscal 2010, particularly in the second quarter, resulted from one-time unplanned savings related to legal settlements and insurance proceeds.

Depreciation and Amortization. Depreciation and amortization was $26.0 million, or 5.7% of net sales, in fiscal 2010, compared to $26.3 million, or 4.9% of net sales, in fiscal 2009. The decrease in the amount of depreciation and amortization resulted from a reduction of capital expenditures in fiscal 2010 compared to fiscal 2009. Capital expenditures for 2010 totaled $6.0 million, compared to $18.4 million in fiscal 2009. In addition, our depreciable asset base was reduced as a result of asset impairment charges recognized in fiscal 2009.

Impairment of Store Assets. As a result of the annual impairment analysis performed in the fourth quarter of fiscal 2010, we recorded long-lived store-level asset impairment charges of $2.9 million related to underperforming Christopher & Banks and C.J. Banks stores, compared to $4.6 million of store-level asset impairment charges in fiscal 2009. A portion of the asset impairment charge in fiscal 2010 related to write-offs of the remaining book value of underperforming stores to be closed in the first half of fiscal 2011.

Operating Loss. As a result of the foregoing factors, we reported an operating loss of $1.4 million, or 0.3% of net sales, for the 52 weeks ended February 27, 2010, compared to an operating loss of $14.1 million, or 2.6% of net sales, for the 52 weeks ended February 28, 2009.

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Other Income . For the fiscal year ended February 27, 2010, other income included interest income of approximately $0.4 million and gains on investments of approximately $0.3 million. For the fiscal year ended February 28, 2009, other income included interest income of $2.2 million, offset by approximately $0.4 million of unrealized losses on long-term investments. The decrease in interest income resulted from lower interest rates on cash, cash-equivalents and short and long-term investments in fiscal 2010 compared to fiscal 2009.

Income Taxes. We recorded an income tax benefit of $0.8 million, with an effective tax rate of 124.7%, in fiscal 2010, compared to an income tax benefit of $4.2 million, with an effective tax rate of 34.3%, in fiscal 2009. Due to our near break even results for the year, small discrete tax items and state tax considerations had a significant impact on our annual effective tax rate.

Income (Loss) From Continuing Operations. As a result of the foregoing factors, we reported income from continuing operations of $0.2 million, or 0.0% of net sales, for the twelve months ended February 27, 2010, compared to a loss from continuing operations of $8.1 million, or 1.5% of net sales, for the twelve months ended February 28, 2009.

Loss from Discontinued Operations, Net of Tax. We reported a loss from discontinued operations of $4.7 million, net of a tax benefit of $3.6 million, for the fiscal year ended February 28, 2009. In addition to store-level operating losses, the loss from discontinued operations for the twelve months ended February 28, 2009 included approximately $4.3 million of lease termination costs, $1.2 million of long-lived store asset impairment charges, $0.3 million of severance costs and $0.3 million of inventory write-offs, all of which were incurred in connection with exiting the Acorn division business. There were no expenses recorded related to discontinued operations for the year ended February 27, 2010.

Net Income (Loss). As a result of the foregoing factors, we recorded net income of $0.2 million, or 0.0% of net sales and $0.00 per diluted share, for the year ended February 27, 2010 compared to a net loss of $12.8 million, or 2.4% of net sales and ($0.36) per diluted share, for the fiscal year ended February 28, 2009.

Liquidity and Capital Resources

Our principal on-going cash requirements are to fund working capital needs, such as purchasing merchandise inventory, financing the construction of new stores, remodeling certain existing stores and making information technology-related and other capital expenditures. Merchandise purchases vary on a seasonal basis, peaking in the fall. As a result, our cash requirements historically reach their peak in October or November, during our third fiscal quarter. Conversely, our cash balances peak in January, during our fourth fiscal quarter, after the holiday season is completed.

Net cash provided by operating activities

Net cash provided by operating activities totaled $7.8 million in fiscal 2011, a decrease of $23.5 million from $31.3 million in fiscal 2010. The decrease was primarily a result of the decrease in net earnings between fiscal 2010 and fiscal 2011. We reported a net loss of $22.2 million for the year ended February 26, 2011, compared to net income of $0.2 million for the year ended February 27, 2010. In addition, net deferred income tax assets decreased by approximately $10.1 in fiscal 2011, due to the recognition of a full valuation allowance on our deferred tax assets in the third quarter, compared to an increase of $3.3 million in fiscal 2010.

Significant fluctuations in our working capital accounts in fiscal 2011 included a $6.3 million increase in income taxes receivable, a $4.6 million decrease in deferred lease incentives and a $2.0 million increase in accrued liabilities. The increase in income taxes receivable resulted from refunds related to estimated income tax payments made in the first and second quarters of fiscal 2011. Accrued liabilities increased as a result of the addition of a liability for points earned by customers enrolled in the Friendship Rewards loyalty program which was launched in March of fiscal 2011, offset by a decrease in the liability for outstanding gift cards. The amount of deferred lease incentives declined by $4.6 million in fiscal 2011 as amortization of tenant allowances exceeded additions related to new store openings, combined with write-offs of unamortized tenant allowances associated with stores closed during the year.

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The remainder of the change in cash provided by operating activities in fiscal 2011 was substantially the result of the net loss of $22.2 million, after adjusting for non-cash charges, including depreciation and amortization expense, store-level asset impairment charges, adjustments to deferred income taxes, stock-based compensation expense, loss on the disposal of furniture, fixtures and equipment and losses on investments, combined with various changes in our other operating assets and liabilities.

Net cash provided by investing activities

Net cash provided by investing activities in fiscal 2011 included approximately $15.5 million of net redemptions of investments offset by $8.4 million of capital expenditures. We opened six new stores during fiscal 2011. We also made technology-related and other investments in our stores, corporate office and distribution center facility during the fiscal year ended February 26, 2011.

We expect to fund approximately $18 million of capital expenditures in fiscal 2012 to open approximately 31 new stores, to invest in displays and fixtures at all stores to enhance the visual presentation of our merchandise and to make further investments in our stores, corporate office and distribution center and information technology infrastructure. In addition, a portion of the fiscal 2012 capital expenditures are expected to fund construction of stores planned to open in the first quarter of fiscal 2013.

Net cash used in financing activities

Net cash of $8.3 million was used in financing activities in fiscal 2011 as we declared and paid four quarterly cash dividends of $0.06 per share, which was partially offset by approximately $0.3 million of proceeds from the exercise of stock options.

We had approximately $105.6 million of cash, cash equivalents and short and long-term investments at February 26, 2011, compared to approximately $112.9 million as of February 27, 2010. We anticipate our cash, cash equivalents and short and long-term investments, combined with cash flows from operations, will be sufficient to meet our capital expenditure, working capital and other liquidity requirements for all of fiscal 2012.

Credit facility

We maintain an Amended and Restated Revolving Credit Facility (the “Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”) which expires on June 30, 2011. The Credit Facility provides us with revolving credit loans and letters of credit of up to $50 million, in the aggregate, subject to a borrowing base formula based on inventory levels. We are currently seeking to establish another credit facility which may be an extension of the existing facility or a new facility.

Loans under the Credit Facility bear interest at the prime rate minus 0.25%. As of February 26, 2011, the prime rate was 3.25%. The Credit Facility also provides us with the ability to borrow under the Credit Facility at an interest rate tied to the London Interbank Market Offered Rate (“LIBOR”). Advances under the LIBOR option would be tied to the one, three or six month LIBOR rate, based on the length of time the corresponding advance is outstanding.

Interest under the Credit Facility is payable monthly in arrears. The Credit Facility carries a facility fee of 0.25%, based on the unused portion of the facility as defined in the agreement, a collateral monitoring fee and a guaranteed service charge. Borrowings under the Credit Facility are collateralized by our equipment, intangible assets, inventory, inventory letters of credit and letter of credit rights. We had no revolving credit loan borrowings under the Credit Facility during fiscal 2011. Historically, the Credit Facility has been utilized by us only to open letters of credit to facilitate the import of merchandise. The borrowing base at February 26, 2011 was $20.6 million. As of February 26, 2011, we had open on-demand letters of credit in the amount of $1.3 million. Accordingly, the availability of revolving credit loans under the Credit Facility was $19.3 million at February 26, 2011.

The Credit Facility contains certain restrictive covenants, including restrictions on incurring additional indebtedness and limitations on certain types of investments, as well as requiring the maintenance of certain financial covenants. As of February 26, 2011, the most recent measurement date, we were in compliance with all of these restrictive covenants under the Credit Facility.

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Contractual Obligations

The following table summarizes our contractual obligations at February 26, 2011 (in thousands):

			Payments Due By Period
			Less Than						More Than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

Long-term debt	$	—	$	—	$	—	$	—	$	—

Capital lease obligations	—		—		—		—		—

Operating leases	172,685		42,237		93,651		26,976		9,821

Purchase obligations	—		—		—		—		—

Other liabilities	—		—		—		—		—

Total	$	172,685	$	42,237	$	93,651	$	26,976	$	9,821

The table above does not include possible payments for uncertain tax positions. Our reserve for uncertain tax positions, excluding interest and penalties, was approximately $1.3 million at February 26, 2011. Due to the nature of the underlying liabilities and the extended time often needed to resolve income tax uncertainties, we cannot make reliable estimates of the amount or timing of cash payments that may be required to settle these liabilities.

Our contractual obligations include operating leases for each of our retail store locations and vehicles. The amount for operating leases reflected in the table above includes future minimum rental commitments only and excludes common area maintenance charges, real estate taxes and other costs associated with operating leases. These types of costs, which are not fixed and determinable, totaled $29.6 million, $33.7 million and $34.7 million in fiscal 2011, 2010 and 2009, respectively.

At February 26, 2011, we had no other contractual obligations relating to short or long-term debt, capital leases or non-cancelable purchase obligations. In addition, we had no contractual obligations relating to the other liabilities recorded in our balance sheet under accounting principles generally accepted in the United States of America. As of February 26, 2011, our other liabilities consisted solely of deferred rent, deferred lease incentives and deferred income taxes.

Off-Balance Sheet Obligations

We do not have relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which would have been established for the purpose of facilitating off-balance sheet financial arrangements or other contractually narrow or limited purposes. As such, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships.

Related Party Transactions

The Company or its subsidiaries have for the past several years purchased goods from G-III Apparel Group Ltd. (“G-III”) or its related entities. On January 3, 2011, Morris Goldfarb, the Chairman of the Board and Chief Executive Officer of G-III, became a director of the Company. In fiscal 2011, the purchases made by the Company and its subsidiaries from G-III and its related entities aggregated approximately $260,000.

Other than the relationship noted above, related party transactions are limited to employment or other agreements with certain of our current and former officers, all of which have been previously disclosed.

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Sourcing

We directly imported approximately 12% of our merchandise purchases in both fiscal 2011 and fiscal 2010. This compares to direct imports of approximately 48% in fiscal 2009. Despite the reduction of direct imports, a significant amount of our merchandise was manufactured overseas in fiscal 2011 and 2010, primarily in China, Indonesia and India. In fiscal 2011, approximately 12% of our merchandise was manufactured in the United States. This reliance on sourcing from foreign countries may cause us to be exposed to certain risks as indicated below and in Part I, “Item 1A. Risk Factors” in this Annual Report on Form 10-K.

Import restrictions, including tariffs and quotas, and changes in such restrictions, could affect the import of apparel and might result in increased costs, delays in merchandise receipts or reduced supplies of apparel available to us, and could have an adverse effect on our financial conditions, results of operations and liquidity. Our merchandise flow could also be adversely affected by political instability in any of the countries where our merchandise is manufactured or by changes in the United States government’s policies toward such foreign countries. In addition, merchandise receipts could be delayed due to interruptions in air, ocean and ground shipments.

We do not have long-term purchase commitments or arrangements with any of our suppliers or agents. Our ten largest vendors represented approximately 77%, 74% and 52% of our total merchandise purchases in fiscal 2011, 2010 and 2009, respectively. Purchases from one of our suppliers accounted for approximately 27% of our purchases during 2011, while two other vendors supplied us with 15% and 12% of our merchandise, respectively. These same vendors supplied 27%, 15%, and 12% of our purchases during fiscal 2010. These vendors produce the majority of the goods sold to us in China and Indonesia, consistent with our overall vendor base. Although we have strong relationships with these vendors, there can be no assurance that these relationships can be maintained in the future or that these vendors will continue to supply merchandise to us. If there should be any significant disruption in the supply of merchandise from these vendors, management believes that it will be able to shift production to other suppliers so as to continue to secure the required volume of product. Nevertheless, it is possible that any significant disruption in supply could have a material adverse impact on our financial position or results of operations.

Seasonality

Inflation

As our operations are influenced by general economic conditions, our management believes that rising prices of certain consumer staples, particularly higher gasoline and food costs, had a negative effect on our results of operations during the first and second quarters of fiscal 2009. Management does not believe that inflation had a material effect on our results of operations in the third or fourth quarters of fiscal 2009 or in fiscal 2010 or fiscal 2011.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Consolidated Financial Statements and related Notes, which have been prepared in accordance with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during a reporting period. Management bases its estimates on historical experience and various other assumptions that are believed to be reasonable. As a result, actual results could differ because of the use of these estimates and assumptions.

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Our significant accounting policies can be found in Note 1 to the consolidated financial statements contained in Item 8 of this Form 10-K. We believe the following accounting policies, which rely upon making certain estimates and assumptions, are most critical to aid in fully understanding and evaluating our reported financial condition and results of operations.

Inventory valuation

Our merchandise inventories are stated at the lower of average cost or market utilizing the retail method. At any given time, inventories include items that have been marked down to management’s estimate of their fair market value. We base the decision to mark down merchandise primarily upon the current rate of sale, quantity on hand and the age of the item. To the extent that estimates of fair market value differ from actual results, additional markdowns may have to be recorded, which could reduce merchandise margins and operating results.

Long-lived assets

We review long-lived assets with definite lives annually or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.” This review includes the evaluation of individual under-performing stores and assessing the recoverability of the carrying value of the assets related to the store. Future cash flows are projected for the remaining lease life considering such factors as future sales levels, operating income, changes in occupancy expenses other than base rent and other expenses, as well as the overall operating environment specific to that store. If the estimated undiscounted future cash flows are less than the carrying value of the assets, we records an impairment charge equal to the difference between the assets’ fair value and carrying value.

Fair value is determined by a discounted cash flow analysis. In determining future cash flows, we use our best estimate of future operating results. In fiscal 2011, consistent with our operating plans, we assumed gradual sales improvements in fiscal 2012 through fiscal 2016. Future growth in same-store sales subsequent to fiscal 2016 was based on our historical same-store sales growth rates over the past ten years. In situations where estimated future undiscounted store cash flows were less than the carrying value of store assets, fair value was determined using discounted cash flows assuming a market participant-based discount rate of 20%.

As the projection of future cash flows involves the use of significant estimates and assumptions, including estimated sales and expense levels and selection of an appropriate market participant-based discount rate, differences in circumstances or estimates could produce different results. The current challenging economic environment, combined with the continued instability in the housing market, higher levels of unemployment and continued general economic uncertainty affecting the retail industry, make it reasonably possible that additional long-lived asset impairments could be identified and recorded in future periods.

We recorded long-lived store-level asset impairment charges of approximately $2.8 million, $2.9 million and $4.6 million in fiscal 2011, 2010 and 2009, respectively, related to underperforming Christopher & Banks and C.J. Banks store locations.

Income taxes

We calculate income taxes in accordance with ASC 740, “Income Taxes,” which requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future taxes attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided, if based on all available evidence, it is considered more likely than not that some portion or all of a deferred tax asset will not be realized in a future period. Realization of these assets is ultimately dependent upon future taxable income. Beginning in the third quarter of this fiscal year, and continuing through the end of the fiscal year, we have incurred a net cumulative loss as measured by the results of the current year and the prior two years. Forming a conclusion that a valuation allowance is not needed is difficult when such negative evidence as cumulative losses exists. As a result of our evaluation of the probability of realization of our deferred tax assets, we have concluded that there was insufficient positive evidence to overcome the negative evidence related to our cumulative losses. Accordingly, we recognized a non-cash provision of $10.6 million to establish a valuation allowance against all of our net deferred tax assets. Recording the valuation allowance does not have any impact on cash flows and does not prevent us from using the deferred tax assets in the future when profits are realized. We did not record a valuation allowance in fiscal 2010 or fiscal 2009 as we believed it was more likely than not that the deferred tax assets would be realized.

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Recently Adopted Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2009-17, “Consolidations,” which seeks to improve financial reporting by requiring that entities perform an analysis to determine whether any variable interest or interests that they have give them a controlling financial interest in a variable interest entity. We adopted ASU 2009-17 during the first quarter of fiscal 2011. The adoption of ASU 2009-17 had no impact on our financial statements.

In January 2010, the FASB issued ASU 2010-06, “New Guidance and Clarifications for Improving Disclosures about Fair Value Measurements.” This guidance requires enhanced disclosures regarding transfers in and out of the levels within the fair value hierarchy. Separate disclosures are required for transfers in and out of Level 1 and 2 fair value measurements, and the reasons for the transfers must be disclosed. In the reconciliation for Level 3 fair value measurements, separate disclosures are required for purchases, sales, issuances, and settlements on a gross basis. The new disclosures and clarifications of existing disclosures are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements, which are effective for interim and annual reporting periods beginning after December 15, 2010. We adopted the disclosure requirements of ASU 2010-06 effective February 28, 2010. See Note 13, Fair Value Measurements, for the additional disclosures required under the guidance. We intend to adopt the remaining Level 3 disclosure requirements effective February 27, 2011. We are in the process of evaluating the additional disclosure requirements and do not expect that the additional requirements will have a significant impact on our consolidated financial statements.

Recently Issued Accounting Pronouncements

In October 2009, the FASB issued ASU 2009-13, “Multiple Deliverable Revenue Arrangements.” ASU 2009-13 amends ASC 605-10, “Revenue Recognition,” and addresses accounting for multiple-deliverable arrangements to enable vendors to account for products or services (deliverables) separately rather than as a combined unit, and provides guidance regarding how to measure and allocate arrangement consideration to one or more units of accounting. ASU 2009-13 is effective for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010. Early adoption is permitted, but certain requirements must be met. We are in the process of evaluating ASU 2009-13 and do not expect that it will have a significant impact on our consolidated financial statements.

Forward-Looking Statements

We may make forward-looking statements reflecting our current views with respect to future events and financial performance. These forward-looking statements, which may be included in reports filed under the Exchange Act, in press releases and in other documents and materials as well as in written or oral statements made by or on behalf of the Company, are subject to certain risks and uncertainties, including those discussed in Item 1A of this Form 10-K, which could cause actual results to differ materially from historical results or those anticipated.

The words or phrases “will likely result,” “are expected to,” “estimate,” “project,” “believe,” “expect, “should,” “anticipate,” “forecast,” “intend” and similar expressions are intended to identify forward-looking statements within the meaning of Section 21e of the Exchange Act and Section 27A of the Securities Act of 1933, as amended, as enacted by the Private Securities Litigation Reform Act of 1995 (“PSLRA”). In particular we desire to take advantage of the protections of the PSLRA in connection with the forward-looking statements made in this Form 10-K.

Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date such statements are made. In addition, we wish to advise readers that the factors listed in Item 1A of this Form 10-K, as well as other factors, could affect our performance and could cause our actual results for future periods to differ materially from any opinions or statements expressed. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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ITEM 7A.

QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK

The market risk inherent in our financial instruments and in our financial position represents the potential loss arising from adverse changes in interest rates. We are potentially exposed to market risk from changes in interest rates relating to our Credit Facility with Wells Fargo. Loans under the Wells Fargo Credit Facility bear interest at the prime rate, 3.25% as of February 26, 2011, less 0.25%, or the one, three or six month LIBOR rate, based on the length of time an advance is outstanding. However, we had no revolving credit loan borrowings under the Wells Fargo Credit Facility during fiscal 2011 or fiscal 2010 and, given our existing liquidity position, do not expect to utilize the Wells Fargo Credit Facility in the reasonably foreseeable future except for our continuing use of the letter of credit facility.

We enter into certain transactions outside the United States, which are denominated and settled in U.S. dollars. Therefore, we have only minimal direct exposure to foreign currency exchange risks. We do not hedge against foreign currency risks and believe that our foreign currency exchange risk is immaterial.

We do not have any derivative financial instruments and do not hold any derivative financial instruments for trading purposes.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

		Page

Financial Statements:

	Report of Independent Registered Public Accounting Firm	36

	Consolidated Balance Sheet at February 26, 2011 and February 27, 2010	37

	Consolidated Statement of Operations for the fiscal years ended February 26, 2011, February 27, 2010 and February 28, 2009	38

	Consolidated Statement of Stockholders’ Equity for the fiscal years ended February 26, 2011, February 27, 2010 and February 28, 2009	39

	Consolidated Statement of Cash Flows for the fiscal years ended February 26, 2011, February 27, 2010 and February 28, 2009	40

	Notes to Consolidated Financial Statements	41

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

of Christopher & Banks Corporation

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Christopher & Banks Corporation and its subsidiaries at February 26, 2011 and February 27, 2010, and the results of their operations and their cash flows for each of the three years in the period ended February 26, 2011 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of February 26, 2011, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Minneapolis, Minnesota

May 12, 2011

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CHRISTOPHER & BANKS CORPORATION

CONSOLIDATED BALANCE SHEET

(in thousands)

	February 26,			February 27,
	2011			2010
ASSETS

Current assets:
Cash and cash equivalents	$	43,712		$	37,073
Short-term investments	33,060			62,251
Accounts receivable	3,967			4,245
Merchandise inventories	39,211			38,496
Prepaid expenses	1,989			1,642
Income taxes receivable	6,439			394
Current deferred tax asset	—			3,509
Other current assets	—			2,000
Total current assets	128,378			149,610

Property, equipment and improvements, net	76,647			96,109
Long-term investments	28,824			13,622
Deferred tax asset	—			7,631
Other assets	314			325

Total assets	$	234,163		$	267,297

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	15,149		$	13,654
Accrued salaries, wages and related expenses	7,883			8,472
Other accrued liabilities	21,931			19,164
Total current liabilities	44,963			41,290

Non-current liabilities:
Deferred lease incentives	14,982			19,578
Deferred rent obligations	7,457			10,059
Other non-current liabilities	2,532			2,640
Total non-current liabilities	24,971			32,277

Commitments	—			—

Stockholders’ equity:
Preferred stock — $0.01 par value, 1,000 shares authorized, none outstanding	—			—
Common stock — $0.01 par value, 74,000 shares authorized, 45,432 and 45,735 shares issued, and 35,641 and 35,944 shares outstanding, at February 26, 2011 and February 27, 2010, respectively	454			457
Additional paid-in capital	114,909			113,584
Retained earnings	161,642			192,361
Common stock held in treasury, 9,791 shares at cost at February 26, 2011 and February 27, 2010	(112,711		)	(112,711		)
Accumulated other comprehensive income (loss)	(65		)	39
Total stockholders’ equity	164,229			193,730

Total liabilities and stockholders’ equity	$	234,163		$	267,297

The accompanying notes are an integral part of these consolidated financial statements.

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CHRISTOPHER & BANKS CORPORATION

CONSOLIDATED STATEMENT OF OPERATIONS

(in thousands, except per share data)

	Fiscal Year Ended
	February 26,			February 27,			February 28,
	2011			2010			2009

Net sales	$	448,130		$	455,402		$	530,742

Costs and expenses:
Merchandise, buying and occupancy	292,713			289,134			341,734
Selling, general and administrative	142,461			138,711			172,295
Depreciation and amortization	24,736			25,985			26,264
Impairment of store assets	2,779			2,939			4,557
Total costs and expenses	462,689			456,769			544,850

Operating loss	(14,559		)	(1,367		)	(14,108		)

Other income	450			728			1,809

Loss from continuing operations before income taxes	(14,109		)	(639		)	(12,299		)

Income tax provision (benefit)	8,058			(797		)	(4,215		)

Income (loss) from continuing operations	(22,167		)	158			(8,084		)

Loss from discontinued operations, net of income tax	—			—			(4,666		)

Net income (loss)	$	(22,167	)	$	158		$	(12,750	)

Basic earnings (loss) per share:
Continuing operations	$	(0.63	)	$	0.00		$	(0.23	)
Discontinued operations	—			—			(0.13		)

Earnings (loss) per basic share	$	(0.63	)	$	0.00		$	(0.36	)

Basic shares outstanding	35,392			35,141			35,097

Diluted earnings (loss) per share:
Continuing operations	$	(0.63	)	$	0.00		$	(0.23	)
Discontinued operations	—			—			(0.13		)

Earnings (loss) per diluted share	$	(0.63	)	$	0.00		$	(0.36	)

Diluted shares outstanding	35,392			35,234			35,097

Dividends per share	$	0.24		$	0.24		$	0.24

The accompanying notes are an integral part of these consolidated financial statements.

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CHRISTOPHER & BANKS CORPORATION

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(in thousands)

																		Accumulated
	Common Stock											Additional						Other
	Shares		Shares Held	Shares		Amount			Amount Held			Paid-in			Retained			Comprehensive
	Issued		in Treasury	Outstanding		Outstanding			in Treasury			Capital			Earnings			Income (Loss)			Total

March 1, 2008	45,050		9,791	35,259		$	450		$	(112,711	)	$	110,360		$	221,928		$	(1,200	)	$	218,827
Comprehensive loss:
Net loss	—		—	—		—			—			—			(12,750		)	—			(12,750		)
Reclassification of loss on impairment of long-term investments	—		—	—		—			—			—			—			1,200			1,200
Total comprehensive loss																					(11,550		)

Issuance of restricted shares, net of forfeitures	208		—	208		2			—			(2		)	—			—			—
Tax benefit (deficiency) on stock-based compensation	—		—	—		—			—			(351		)	—			—			(351		)
Stock-based compensation expense	—		—	—		—			—			1,756			—			—			1,756
Dividends paid ($0.24 per share)	—		—	—		—			—			—			(8,459		)	—			(8,459		)
February 28, 2009	45,258		9,791	35,467		452			(112,711		)	111,763			200,719			—			200,223

Comprehensive income:
Net income	—		—	—		—			—			—			158			—			158
Fair value adjustment for available-for-sale securities	—		—	—		—			—			—			—			39			39
Total comprehensive income																					197
Stock issued on exercise of options	1		—	1		—			—			2			—			—			2
Issuance of restricted shares, net of forfeitures	476		—	476		5			—			(5		)	—			—			—
Tax benefit (deficiency) on stock-based compensation	—		—	—		—			—			(175		)	—			—			(175		)
Stock-based compensation expense	—		—	—		—			—			1,999			—			—			1,999
Dividends paid ($0.24 per share)	—		—	—		—			—			—			(8,516		)	—			(8,516		)

February 27, 2010	45,735		9,791	35,944		457			(112,711		)	113,584			192,361			39			193,730
Comprehensive loss:
Net loss	—		—	—		—			—			—			(22,167		)	—			(22,167		)
Fair value adjustment for available-for-sale securities	—		—	—		—			—			—			—			(104		)	(104		)
Total comprehensive loss																					(22,271		)
Stock issued on exercise of options	63		—	63		1			—			291			—			—			292
Forfeitures of restricted shares, net of issuances	(366	)	—	(366	)	(4		)	—			(541		)	—			—			(545		)
Tax benefit (deficiency) on stock-based compensation	—		—	—		—			—			(287		)	—			—			(287		)
Stock-based compensation expense	—		—	—		—			—			1,862			—			—			1,862
Dividends paid ($0.24 per share)	—		—	—		—			—			—			(8,552		)	—			(8,552		)

February 26, 2011	45,432		9,791	35,641		$	454		$	(112,711	)	$	114,909		$	161,642		$	(65	)	$	164,229

The accompanying notes are an integral part of these consolidated financial statements.

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CHRISTOPHER & BANKS CORPORATION

CONSOLIDATED STATEMENT OF CASH FLOWS

(in thousands)

	Fiscal Year Ended
	February 26,			February 27,			February 28,
	2011			2010			2009
Cash flows from operating activities:
Net income (loss)	$	(22,167	)	$	158		$	(12,750	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization	24,736			25,985			26,364
Impairment of store assets	2,779			2,939			5,777
Amortization of premium on investments	391			184			—
Stock-based compensation expense	1,862			1,999			1,756
Deferred income taxes	10,616			(3,339		)	2,113
Loss on disposal of equipment	288			146			755
(Gain) loss on investments	(41		)	(316		)	3,050
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable	278			(324		)	1,302
(Increase) decrease in merchandise inventories	(715		)	332			5,012
(Increase) decrease in prepaid expenses	(347		)	302			9,659
(Increase) decrease in income taxes receivable	(6,331		)	18,180			(14,066		)
(Increase) decrease in other assets	535			315			(2,675		)
Increase (decrease) in accounts payable	1,581			(5,015		)	3,286
Increase (decrease) in accrued salaries, wages and related expenses	(589		)	(1,116		)	342
Increase (decrease) in other accrued liabilities	2,018			(2,939		)	(5,938		)
Increase (decrease) in other current liabilities	—			(487		)	487
Decrease in deferred rent obligations	(1,794		)	(1,067		)	(1,402		)
Decrease in deferred lease incentives	(4,596		)	(3,929		)	(1,348		)
Increase (decrease) in other liabilities	(711		)	(662		)	388
Net cash provided by operating activities	7,793			31,346			22,112
Cash flows from investing activities:
Purchases of property, equipment and improvements	(8,428		)	(5,969		)	(18,431		)
Purchases of available-for-sale investments	(94,875		)	(79,592		)	—
Redemptions of available-for-sale investments	95,560			16,390			5,100
Redemptions of trading investments	14,850			4,600			—
Net cash provided by (used in) investing activities	7,107			(64,571		)	(13,331		)
Cash flows from financing activities:
Exercise of stock options and issuance of restricted stock	291			—			—
Dividends paid	(8,552		)	(8,516		)	(8,459		)
Net cash used in financing activities	(8,261		)	(8,516		)	(8,459		)

Net increase (decrease) in cash and cash equivalents	6,639			(41,741		)	322
Cash and cash equivalents at beginning of year	37,073			78,814			78,492

Cash and cash equivalents at end of year	$	43,712		$	37,073		$	78,814

Supplemental cash flow information:
Interest paid	$	3		$	5		$	3
Income taxes paid	$	5,556		$	2,300		$	4,396
Accrued purchases of equipment and improvements	$	87		$	152		$	1,289

The accompanying notes are an integral part of these consolidated financial statements.

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CHRISTOPHER & BANKS CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

Christopher & Banks Corporation, through its wholly-owned subsidiaries (collectively referred to as “Christopher & Banks” “the Company” “we” or “us”) operates retail stores selling women’s apparel in the United States. We operated 775, 806 and 815 stores as of February 26, 2011, February 27, 2010 and February 28, 2009, respectively.

Fiscal year and basis of presentation

Our fiscal year ends on the Saturday nearest February 28. The fiscal years ended February 26, 2011 (“fiscal 2011”), February 27, 2010 (“fiscal 2010”) and February 28, 2009 (“fiscal 2009”) each consisted of 52 weeks. The Consolidated Financial Statements include the accounts of Christopher & Banks Corporation and our wholly-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America require management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during reporting periods. As a result, actual results could differ because of the use of these estimates and assumptions.

Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and in banks, and investments purchased with an original maturity of three months or less.

Investments

We account for our investments in accordance with ASC 320-10, “Investments — Debt and Equity Securities.” At February 26, 2011, our investment balances consisted solely of available-for-sale securities. At February 27, 2010, our investment balances consisted of available-for-sale and trading securities. All investments are valued at fair value in accordance with ASC 820-10 “Fair Value Measurements” at February 26, 2011, February 27, 2010 and February 28, 2009.

Available-for-sale securities are carried at fair value with unrealized gains and losses reported as a component of shareholders’ equity as accumulated other comprehensive income (loss), net of tax. Fair value for our available-for-sale securities is based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets in which there were fewer transactions. Amortization of premiums or discounts arising at acquisition, and gains or losses on the disposition of available-for-sale securities are reported as other income (loss). Trading securities are measured at fair value each period with gains or losses resulting from changes in fair market value reported as realized gains or losses and included in earnings as other income (loss).

Inventory valuation

Our merchandise inventories are stated at the lower of average cost or market utilizing the retail inventory method. At any given time, inventories include items that have been marked down to management’s estimate of their fair market value. We base the decision to mark down merchandise primarily upon the current rate of sale, quantity on hand and the age of the item. To the extent that estimates of fair market value differ from actual results, additional markdowns may have to be recorded, which could reduce merchandise margins and operating results.

Property, equipment and improvements

Property, equipment and improvements are initially recorded at cost and are adjusted to fair value in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets” (see accounting policy for Long-Lived Assets below). Property and equipment is depreciated over its estimated useful life; three to five years for computer hardware and software, seven years for furniture, fixtures and other equipment, and 25 years for our corporate office and distribution center and related building improvements. Store leasehold improvements are amortized over the shorter of the useful life or term of the related lease, which is typically ten years.

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Repairs and maintenance which do not extend an asset’s useful life are expensed as incurred. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation or amortization are removed from the accounts, and any resulting gain or loss is reflected in income for that period.

Long-Lived Assets

We review long-lived assets with definite lives at least annually or whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable in accordance with ASC 360, “Accounting for the Impairment or Disposal of Long-Lived Assets.”

This review includes the evaluation of individual under-performing stores and assessing the recoverability of the carrying value of the assets related to the store. Future cash flows are projected for the remaining lease life considering such factors as future sales levels, merchandise margins, operating income, changes in occupancy expenses other than base rent and other expenses, as well as the overall operating environment specific to that store. If the estimated undiscounted future cash flows are less than the carrying value of the assets, we record an impairment charge equal to the difference between the assets’ fair value and carrying value.

As the projection of future cash flows involves the use of significant estimates and assumptions, including estimated sales, merchandise margin and expense levels, and selection of an appropriate market participant-based discount rate, differences in circumstances or estimates could produce different results. The current challenging economic environment, combined with the continued instability in the housing market and general economic uncertainty affecting the retail industry, make it reasonably possible that additional long-lived asset impairments could be identified and recorded in future periods.

Common stock held in treasury

We account for our treasury stock under the cost method, whereby stockholders’ equity is reduced for the total cost of the shares repurchased. We have engaged in treasury stock repurchases as a means to reduce the number of shares of our common stock outstanding, which in turn has a positive effect on earnings per share.

Revenue recognition

Sales are recognized by us at the point of purchase when a customer takes possession of the merchandise and pays for the purchase with cash, credit card, debit card or gift card. Our e-Commerce operation records revenue upon the estimated date the customer receives the merchandise. Shipping and handling revenues are included in net sales. Sales taxes collected from customers are remitted to the appropriate taxing jurisdictions and are excluded from sales revenue.

Gift cards issued by us are recorded as a liability until they are redeemed, at which point a sale is recorded. We recognize income for unredeemed gift cards (“gift card breakage”) when the likelihood of a gift card being redeemed by a customer is deemed remote and we determine that we do not have a legal obligation to remit the value of the unredeemed gift card to any state or local jurisdiction as unclaimed or abandoned property.

Vendor allowances

At certain times we receive allowances or credits from our merchandise vendors primarily related to defective goods. These allowances or credits are reflected as a reduction of merchandise inventory in the period they are received. The majority of our merchandise is produced exclusively for us. Accordingly, we do not enter into any arrangements with vendors where payments or other consideration might be received in connection with the purchase or promotion of a vendor’s products such as buy-down agreements or cooperative advertising programs.

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Merchandise, buying and occupancy costs

Merchandise, buying and occupancy costs include the cost of merchandise, markdowns, shrink, freight, shipping and handling charges, buyer and distribution center salaries, buyer travel, rent and other occupancy related costs, various merchandise design and development costs, miscellaneous merchandise related expenses and other costs related to our distribution network. Merchandise, buying and occupancy costs do not include any depreciation or amortization expense.

Selling, general and administrative expenses

Selling, general and administrative expenses include salaries, with the exception of buyer and distribution center salaries, other employee benefits, marketing, store supplies, payment processing fees, information technology-related costs, insurance, professional services, non-buyer travel and miscellaneous other selling and administrative related expenses. Selling, general and administrative expenses do not include any depreciation or amortization expense.

Store pre-opening costs

Non-capital expenditures such as payroll and training costs incurred prior to the opening of a new store are charged to selling, general and administrative expense in the period they are incurred.

Rent expense, deferred rent obligations and deferred lease incentives

We lease all of our store locations under operating leases. Most of these lease agreements contain tenant improvement allowances, funded by landlord cash incentives or rent abatements, which are recorded as a deferred lease incentive liability and amortized as a reduction of rent expense over the term of the lease. For purposes of recognizing landlord incentives and minimum rental expense, we utilize the date that we obtain the legal right to use and control the leased space, which is generally when we enter the space and begin to make improvements in preparation of opening a new store location.

Certain of our lease agreements contain rent escalation clauses which provide for scheduled rent increases during the lease term or for rental payments commencing at a date other than the date of initial occupancy. Such escalating rent expense is recorded in the Consolidated Statement of Operations on a straight-line basis over the lease term, not including any renewal option periods, and the difference between the recognized rent expense and amounts payable under the lease are recorded as deferred rent obligations.

Our leases may also provide for contingent rents, which are determined as a percentage of sales in excess of specified levels. We record an other accrued liability, within current liabilities on the Consolidated Balance Sheet, along with the corresponding rent expense in the Consolidated Statement of Operations, when specified levels have been achieved or when management determines that achieving the specified levels during the fiscal year is probable.

Advertising

We expense advertising costs as incurred. Advertising costs, which include all marketing-related expenses, for the fiscal years ended February 26, 2011, February 27, 2010 and February 28, 2009, were $5.3 million, $4.6 million and $8.4 million, respectively. We include advertising and marketing expenses in selling, general and administrative expenses in the Consolidated Statement of Operations.

Customer loyalty program

During the first quarter of fiscal 2011, we launched our Friendship Rewards loyalty program. Under the program, customers accumulate points based on purchase activity. Once a Friendship Rewards member achieves a certain point level, the member earns awards certificates that may be redeemed for merchandise. Points are accrued as unearned revenue and recorded as a reduction of net sales and a current liability as they are accumulated by members and certificates are earned. The liability is recorded net of estimated breakage based on redemption patterns and trends. Revenue and the related cost of sales are recognized upon redemption of the reward certificates, which expire approximately six weeks after issuance .

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Fair value measurements

We measure the fair value of financial instruments and selected non-financial assets and liabilities in accordance with ASC 820-10, “Fair Value Measurements.” Fair value is defined as the exit price, or the amount that would be received to sell an asset, or paid to transfer a liability, in an orderly transaction between market participants as of the measurement date.

For the year ended February 26, 2011, fair value applied to our investments in available-for-sale securities. For the year ended February 27, 2010, fair value applied to our investments in Auction Rate Securities (“ARS”), ARS Rights and available-for-sale securities. These financial assets are carried at fair value in accordance with ASC 820-10. Our long-lived assets are measured at fair value on a non-recurring basis. See Note 13, Fair Value Measurements, for further disclosure regarding our fair value measurements.

Stock-based compensation

We account for stock-based compensation in accordance with the provisions of ASC 718-10 “Stock Compensation.” The fair value of each share-based award is estimated on the date of grant and is expensed on a straight-line basis over the corresponding vesting period of the award. Certain of our restricted stock awards have performance-based vesting provisions and are subject to forfeiture in whole or in part if these performance conditions are not achieved. We assess, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, we begin recognizing compensation expense over the relevant performance period.

Income taxes

We calculate income taxes in accordance with ASC 740, “Income Taxes , ” which requires the use of the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future taxes attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. The ultimate realization of deferred tax assets depends on the generation of future taxable income during the period in which related temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in this assessment. Deferred tax assets and liabilities are measured using the tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date of such change.

Net income per common share

We utilize the two-class method of calculating earnings per share (“EPS”). Basic EPS is computed based on the weighted average number of shares of common stock outstanding during the applicable period, while diluted EPS is computed based on the weighted average number of shares of common and common equivalent shares outstanding. See Note 12, Earnings Per Share, for further disclosure regarding our calculation of EPS.

Other Comprehensive Income (Loss)

We report other comprehensive income (loss) in accordance with the provisions of ASC 220, “Reporting Comprehensive Income.”

Segment Reporting

We operate in the retail apparel industry in which we design, source and sell women’s apparel catering to customers generally ranging in age from 45 to 55 who are typically part of a segment of the female baby boomer demographic. We have identified two operating segments (Christopher & Banks stores and C.J. Banks stores) as defined by ASC 280, “Disclosures about Segments of an Enterprise and Related Information.” Our Christopher & Banks and C.J. Banks operating segments have been aggregated into one reportable segment based on the similar nature of products sold, methods of sourcing, merchandising and distribution processes involved, target customers, and economic characteristics of the two brands. We previously reported the results of our Acorn stores as a reportable segment. The results of all Acorn stores have been removed from continuing operations and presented as discontinued operations beginning in the third quarter of fiscal 2009.

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Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements

Revision to Fiscal 2010 Consolidated Statement of Cash Flows

In connection with the preparation of our financial statements for the fiscal year ended February 26, 2011, we determined that cash flows from the redemption of our investments in auction rate securities should be classified as cash inflows from investing activities. We previously classified certain of these cash flows as cash inflows from operating activities.

We have revised our statement of cash flows for the fiscal year ended February 27, 2010 to properly classify proceeds from the redemption of our investments of auction rate securities as cash inflows from investing activities. The effect of this revision was to decrease cash provided by operating activities by $4.6 million and decrease cash used in investing activities by $4.6 million, hence there was no impact on the net change in cash and cash equivalents or our total balance of cash and cash equivalents as previously reported. We have concluded that this correction is immaterial to the financial statements taken as a whole.

NOTE 2- DISCONTINUED OPERATIONS

In July 2008, we announced our decision to exit our Acorn business when we concluded, after a comprehensive review and evaluation, that the concept had not demonstrated the potential to deliver an acceptable long-term return on our investment. We closed all of our Acorn stores by December 31, 2008, allowing us to focus our resources on our two core brands, Christopher & Banks and C.J. Banks.

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The operating results of all Acorn stores have been presented as discontinued operations, in accordance with ASC 205-20, “Discontinued Operations,” in the consolidated statement of operations for the fiscal year ended February 28, 2009. There was no activity relating to our discontinued Acorn operations during the fiscal years ended February 26, 2011 and February 27, 2010.

The operating results of the discontinued operations are summarized below (in thousands).

	Fiscal Year Ended
	February 26,		February 27,		February 28,
	2011		2010		2009

Net sales	$	—	$	—	$	10,751
Loss before income tax benefit	—		—		(8,252		)
Income tax benefit	—		—		(3,586		)
Loss from discontinued operations	—		—		(4,666		)

In addition to store-level operating losses, the loss from discontinued operations for the twelve months ended February 28, 2009 included approximately $4.3 million of lease termination costs, $1.2 million of long-lived store asset impairment charges, $0.3 million of severance costs and $0.3 million of inventory write-offs incurred in connection with exiting the Acorn division business.

Income taxes allocated to the results of discontinued operations were determined on the basis of a computation of taxes with and without the results of the discontinued operations with the difference in taxes between the computations allocated to discontinued operations.

NOTE 3 —INVESTMENTS

Investments consisted of the following (in thousands):

	February 26, 2011
	Amortized		Unrealized		Unrealized		Estimated
Description	Cost		Gains		Losses		Fair Value

Short-term investments:
Available-for-sale securities:
Commercial Paper	$	5,794	$	—	$	3	$	5,791
Variable rate demand obligations	6,505		—		—		6,505
Municipal bonds	16,118		15		1		16,132
U.S. Agency securities	4,631		1		—		4,632
Total short-term investments	33,048		16		4		33,060

Long-term investments:
Available-for-sale securities:
Municipal bonds	18,714		37		91		18,660
U.S. Agency securities	10,162		2		—		10,164

Total long-term investments	28,876		39		91		28,824

Total investments	$	61,924	$	55	$	95	$	61,884

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	February 27, 2010
	Amortized		Unrealized		Unrealized		Estimated
Description	Cost		Gains		Losses		Fair Value

Short-term investments:
Available-for-sale securities:
Variable rate demand obligations	$	24,900	$	—	$	—	$	24,900
Municipal commercial paper	1,000		—		—		1,000
Municipal bonds	22,999		28		11		23,016
U.S. Agency securities	536		1		2		535

Trading securities:
Auction rate securities	12,800		—		—		12,800

Total short-term investments	62,235		29		13		62,251

Long-term investments:
Available-for-sale securities:
Municipal bonds	6,572		37		2		6,607
U.S. Agency securities	7,002		13		—		7,015

Total long-term investments	13,574		50		2		13,622
Total investments	$	75,809	$	79	$	15	$	75,873

We account for our investments in accordance with ASC 320-10, “Investments — Debt and Equity Securities.” and, accordingly, our investment securities have been characterized as either available-for-sale or trading. As of February 26, 2011, our available-for-sale investment securities were comprised of municipal bonds, commercial paper, variable rate demand obligations and U.S. Agency securities. These securities were classified as available-for-sale as we did not enter into these investments for speculative purposes or intend to actively buy and sell the securities in order to generate profits on differences in price. Our primary investment objective is preservation of principal. During the year ended February 26, 2011, purchases of available-for-sale securities were approximately $94.9 million, while proceeds from the sale of available-for-sale securities were approximately $95.6 million.

Our available-for-sale securities are reviewed for possible impairment at least quarterly, or more frequently if circumstances arise which may indicate impairment. When the fair value of the securities declines below the amortized cost basis, impairment is indicated and it must be determined whether it is other than temporary. Impairment is considered to be other than temporary if we (i) intend to sell the security, (ii) will more likely than not be forced to sell the security before recovering our cost, or (iii) do not expect to recover the securities’ amortized cost basis. If the decline in fair value is considered other than temporary, the cost basis of the security is adjusted to its fair market value and the realized loss is reported in earnings. Subsequent increases or decreases in fair value are reported in equity as other comprehensive income (loss). As of February 26, 2011 and February 27, 2010, there were no other-than-temporary impairments of our available-for-sale securities.

We had approximately $12.8 million of short-term trading securities as of February 27, 2010, which consisted solely of $14.8 million of auction rate securities (“ARS”) at cost, less a fair value adjustment of approximately $2.0 million. The fair value of the ARS was determined utilizing a discounted cash flow method based on market rates and an estimated period of time the ARS are expected to be held. In November 2008, we entered into a settlement agreement with UBS Financial Services, Inc., a subsidiary of USB AG (“UBS”) related to our investment in ARS purchased through UBS. Under the terms of the settlement agreement, we received rights that enabled us to sell our ARS to UBS at par value at any time during the two year period beginning June 30, 2010. On June 30, 2010, we exercised our ARS rights and sold our remaining $7.1 million investment in ARS to UBS at par value. As of February 26, 2011, we had no investments in ARS.

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Upon acceptance of the settlement offer, we classified our ARS as trading securities and elected to record the ARS rights at fair value on a recurring basis utilizing significant unobservable inputs in accordance with ASC 820-10, “Fair Value Measurements and Disclosures.” The fair value of the ARS rights was estimated utilizing the Black-Scholes option pricing model and the forward contract method. As of February 27, 2010, the fair value of the ARS rights was determined to be approximately $2.0 million and the ARS rights were recorded within other current assets on the consolidated financial statements. As of February 28, 2009, the fair value of the ARS rights was determined to be approximately $2.7 million and the ARS rights were recorded within other non-current assets on the consolidated financial statements. We redeemed $14.9 million, $4.6 million and $5.1 million of ARS in fiscal 2011, fiscal 2010 and fiscal 2009, respectively.

Expected maturities of our investments are as follows:

	February 26,
	2011
One year or less	$	33,060
One year through three years	23,079
After three years	5,745
Total investment securities	$	61,884

We have $6.5 million of Variable Rate Demand Obligations (“VRDO”) as of February 26, 2011. These investments maintain a constant par value, have variable rates of return tied to short-term interest rates which reset weekly, and may be tendered for sale upon notice to the trustee. Although our VRDO are issued and rated as long-term securities, with maturities ranging from 2013 through 2041, they are priced and traded as short-term investments as each VRDO contains a put feature, which is supported by highly rated financial institutions. We classified our VRDO as short-term investments maturing in one year or less as we expect to realize the proceeds from our VRDO within that time period. Actual maturities may differ from expected maturities because the issuers of the securities may have the right to prepay the obligations without prepayment penalties.

NOTE 4 — ACCOUNTS RECEIVABLE

Our accounts receivable consisted of the following (in thousands):

	February 26,		February 27,
Description	2011		2010

Credit card receivables	$	2,087	$	2,470
Amounts due from landlords	582		890
Other receivables	1,298		885

	$	3,967	$	4,245

Our credit card receivables are collected one to five days after the related sale transaction occurs.

NOTE 5 — MERCHANDISE INVENTORIES

Merchandise inventories consisted of the following (in thousands):

	February 26,		February 27,
Description	2011		2010

Merchandise inventory - in store	$	34,186	$	36,522
Merchandise inventory - in transit	5,025		1,974

	$	39,211	$	38,496

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NOTE 6 — PROPERTY, EQUIPMENT AND IMPROVEMENTS, NET

Property, equipment and improvements, net consisted of the following (in thousands):

		February 26,			February 27,
Description	Estimated Useful Life	2011			2010

Land	—	$	1,597		$	1,597
Corporate office, distribution center and related building improvements	25 years	12,101			12,027
Store leasehold improvements	Term of related lease, typically 10 years	91,237			93,894
Store furniture and fixtures	Seven years	110,754			112,815
Point of sale hardware and software	Five years	9,858			15,056
Corporate office and distribution center furniture, fixtures and equipment	Seven years	5,401			5,315
Computer hardware and software	Three to five years	26,858			24,176
Construction in progress	—	465			73
		258,271			264,953
Less accumulated depreciation and amortization		(181,624		)	(168,844		)
		$	76,647		$	96,109

As a result of an annual impairment analysis, which included the evaluation of individual under-performing stores and assessing the recoverability of the carrying value of the improvements and equipment related to the stores, we determined that improvements and equipment at certain under-performing stores and stores identified for closure were impaired. As a result, we recorded asset impairments related to property, equipment and improvements of $2.8 million, $2.9 million and $4.6 million in fiscal 2011, 2010 and 2009, respectively. See Note 13, Fair Value Measurements, for further detail.

Our assessment of the recoverability of the carrying value of our assets involves the projection of future cash flows which requires the use of significant estimates and assumptions. Differences in circumstances or estimates could produce significantly different results. The current challenging economic environment, continued instability in the housing market and general economic uncertainty affecting the retail industry make it possible that additional long-lived asset impairments could be identified and recorded in future periods.

NOTE 7 — ACCRUED LIABILITIES

Other accrued liabilities consisted of the following (in thousands):

	February 26,		February 27,
Description	2011		2010

Gift card and store credit liability	$	10,150	$	10,884
Accrued income, sales and other taxes payable	2,017		2,081
Accrued Friendship Rewards loyalty liability	2,938		—
Accrued un-invoiced merchandise inventory receipts	1,872		1,539
Accrued occupancy related expenses	1,145		665
Accrued workers compensation self insurance liability	456		600
Other accrued liabilities	3,353		3,395

	$	21,931	$	19,164

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NOTE 8 — CREDIT FACILITY

Interest under the Credit Facility is payable monthly in arrears. The Credit Facility carries a facility fee of 0.25%, based on the unused portion of the facility as defined in the agreement, a collateral monitoring fee and a guaranteed service charge. Borrowings under the Credit Facility are collateralized by our equipment, intangible assets, inventory, inventory letters of credit and letter of credit rights. We had no revolving credit loan borrowings under the Credit Facility during fiscal 2011. Historically, the Credit Facility has been utilized by us only to open letters of credit. The borrowing base at February 26, 2011 was $20.6 million. As of February 26, 2011, we had open on-demand letters of credit in the amount of $1.3 million. Accordingly, the availability of revolving credit loans under the Credit Facility was $19.3 million at February 26, 2011.

NOTE 9 — STOCK-BASED COMPENSATION

General

We account for stock-based compensation in accordance with the provisions of ASC 718-10 “Stock Compensation.” Under various plans, we may grant options to purchase common stock to employees and non-employee members of our Board of Directors at a price not less than 100% of the fair market value of our common stock on the option grant date. In general, options granted to employees vest over three to five years and are exercisable up to ten years from the date of grant, and options granted to Directors vest immediately and are exercisable up to ten years from the grant date.

We may also grant shares of restricted stock to our employees and non-employee members of our Board of Directors. The grantee cannot transfer the shares before the respective shares vest. Shares of nonvested restricted stock are considered to be currently issued and outstanding. Restricted stock grants to employees have original vesting schedules of three to seven years, while restricted grants to Directors are fully vested on the date of grant.

Our restricted stock awards are generally subject to forfeiture if employment or service terminates prior to the lapse of the restrictions. In addition, certain of our restricted stock awards have performance-based vesting provisions and are subject to forfeiture in whole or in part if these performance conditions are not achieved. We assess, on an ongoing basis, the probability of whether the performance criteria will be achieved and, once it is deemed probable, we begin recognizing compensation expense over the relevant performance period. For those awards not subject to performance criteria, we expense the cost of the restricted stock awards, which is determined to be the fair market value of the shares at the date of grant, on a straight-line basis over the vesting period. The fair market value of our restricted stock is determined based on the closing price of our common stock on the grant date.

The total compensation expense related to all stock-based awards for fiscal 2011, 2010 and 2009 was $1.9 million, $2.0 million and $1.8 million, respectively. Stock-based compensation expense was included in merchandise, buying and occupancy expenses for our buying and distribution employees and in selling, general and administrative expense for all other employees.

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Methodology Assumptions

We examined our historical pattern of option exercises to determine if there were any discernable activity patterns attributable to certain optionees. From this analysis, we identified two distinct populations of optionees, employees and non-employee directors. We use the Black-Scholes option-pricing model to value our stock options for grants to our employees and non-employee directors. Using this option-pricing model, the fair value of each stock option award is estimated on the date of grant and is expensed on a straight-line basis over the vesting period, as the stock options are subject to pro-rata vesting. The expected volatility assumption is based on the historical volatility of our stock over a term equal to the expected term of the option granted. The expected term of stock option awards granted is derived from historical exercise experience and represents the period of time that awards are expected to be outstanding. The risk-free interest rate is based on the implied yield on a U.S. Treasury constant maturity with a remaining term equal to the expected term of the option granted.

The weighted average assumptions relating to the valuation of our stock options for fiscal 2011, 2010 and 2009 were as follows:

	Fiscal Years Ended
	February 26,	February 27,	February 28,
	2011	2010	2009
Expected dividend yield	3.93%	4.83%	2.39%
Expected volatility	70.73%	68.69%	49.50%
Risk-free interest rate	1.11-2.54%	1.81-2.75%	1.67-3.65%
Expected term in years	4.99	4.67	4.41

Stock-Based Compensation Activity — Stock Options

The following table presents a summary of our stock option activity for the year ended February 26, 2011:

									Weighted
			Weighted		Aggregate				Average
	Number		Average		Intrinsic		Weighted		Remaining
	of		Exercise		Value		Average		Contractual
	Shares		Price		(in thousands)		Fair Value		Life

Outstanding, beginning of period	1,592,670		$	11.56	$	607	$	4.24
Vested	744,628		16.62
Unvested	848,042		7.11
Granted	1,860,050		6.54		580		2.98
Exercised	(62,833	)	4.64		178		1.81
Canceled - Vested	(308,685	)	13.55		1		4.30
Canceled - Unvested (Forfeited)	(508,467	)	7.30		358		3.17
Outstanding, end of period	2,572,735		8.70		732		3.59		8.43
Vested	750,152		14.83		30		5.60		5.34
Unvested	1,822,583		6.18		702		2.77		9.71
Exercisable, end of period	750,152		14.83		30		5.60		5.34

As of February 26, 2011, there was approximately $4.2 million of total unrecognized compensation expense related to unvested stock options granted under our share-based compensation plans. That expense is expected to be recognized over a weighted average period of approximately 2.8 years.

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The following table presents a summary of our stock option activity for the year ended February 27, 2010:

									Weighted
			Weighted		Aggregate				Average
	Number		Average		Intrinsic		Weighted		Remaining
	of		Exercise		Value		Average		Contractual
	Shares		Price		(in thousands)		Fair Value		Life

Outstanding, beginning of period	1,587,345		$	16.31	$	28	$	5.61
Vested	1,145,968		17.84		—		6.16
Unvested	441,377		12.32		28		4.70
Granted	653,500		5.42		1,003		2.24
Exercised	(667	)	3.48		2		1.32
Canceled - Vested	(574,826	)	19.19		—		6.50
Canceled - Unvested (Forfeited)	(72,682	)	9.19		107		3.57
Outstanding, end of period	1,592,670		11.56		922		4.24		7.27
Vested	744,628		16.62		5		5.84		5.38
Unvested	848,042		7.11		916		2.83		8.93
Exercisable, end of period	744,628		16.62		5		5.84		5.38

The following table presents a summary of our stock option activity for the year ended February 28, 2009:

									Weighted
			Weighted		Aggregate				Average
	Number		Average		Intrinsic		Weighted		Remaining
	of		Exercise		Value		Average		Contractual
	Shares		Price		(in thousands)		Fair Value		Life

Outstanding, beginning of period	1,889,454		$	18.84	$	—	$	6.80
Vested	1,485,011		19.35		—		6.85
Unvested	404,443		16.97		—		6.63
Granted	414,750		9.88		3		3.55
Exercised	—				—
Expired	(544,703	)	20.30		—		7.21
Canceled - Unvested (Forfeited)	(172,156	)	15.32		—		5.73
Outstanding, end of period	1,587,345		16.31		3		5.90		5.83
Vested	1,145,968		17.84		—		6.36		4.67
Unvested	441,377		12.32		3		4.70		8.84
Exercisable, end of period	1,145,968		17.84		—		6.36		4.67

The aggregate intrinsic value in the preceding three tables represents the total pre-tax intrinsic value (the difference between our closing stock price on the last trading day of fiscal 2011, fiscal 2010 and fiscal 2009 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on February 26, 2011, February 27, 2010 and February 28, 2009, respectively.

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Stock-Based Compensation Activity — Restricted Stock

The following table presents a summary of our restricted stock activity for the years ended February 26, 2011, February 27, 2010 and February 28, 2009:.

	Fiscal 2011					Fiscal 2010					Fiscal 2009
	Number			Weighted		Number			Weighted		Number			Weighted
	of			Average		of			Average		of			Average
	Shares			Fair Value		Shares			Fair Value		Shares			Fair Value
Unvested, beginning of period	702,450			$	5.34	282,418			$	10.54	118,484			$	16.26
Granted	406,348			8.73		721,900			4.64		322,083			9.65
Vested	(268,824		)	6.33		(109,418		)	9.13		(78,399		)	12.21
Canceled - Unvested (forfeited)	(656,904		)	6.23		(192,450		)	8.22		(79,750		)	13.80
Unvested, end of period	183,070			8.22		702,450			5.34		282,418			10.54

Aggregate intrinsic value (in thousands)	$	1,124				$	4,875				$	1,099

The total fair value of shares of restricted stock that vested during fiscal 2011, 2010 and 2009 was $0.9 million, $0.8 million and $1.0 million, respectively. As of February 26, 2011, there was approximately $0.4 million of unrecognized stock-based compensation expense related to nonvested restricted stock awards, which is expected to be recognized over a weighted average period of approximately 2.1 years.

NOTE 10 — OTHER INCOME

Other income consisted of the following (in thousands):

	Fiscal Year Ended
	February 26,		February 27,		February 28,
Description	2011		2010		2009

Interest income, net	$	368	$	412	$	2,159
Gain (loss) on investments carried at fair value	41		316		(350		)
Other	41		—		—

	$	450	$	728	$	1,809

NOTE 11 — INCOME TAXES

The provision for income taxes on continuing operations consisted of (in thousands):

	Fiscal Year Ended
	February 26,			February 27,			February 28,
	2011			2010			2009
Current:
Federal tax expense (benefit)	$	(2,344	)	$	2,517		$	(4,439	)
State tax expense (benefit)	(214		)	25			1,386
Current tax expense (benefit)	(2,558		)	2,542			(3,053		)
Deferred tax expense (benefit)	10,616			(3,339		)	(1,162		)
Income tax provision (benefit)	$	8,058		$	(797	)	$	(4,215	)

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Our effective income tax rate differs from the federal income tax rate as follows:

	Fiscal Year Ended
	February 26,		February 27,		February 28,
	2011		2010		2009

Federal income tax (benefit) at statutory rate	(35.0	)%	(35.0	)%	(35.0	)%
State income tax (benefit), net of federal benefit	(0.3	)	(52.6	)	6.3
Valuation allowance	91.1		—		—
Reserve for unrecognized tax benefits	—		(27.1	)	—
Tax exempt interest income	(1.2	)	(20.9	)	(3.9	)
Officer compensation expense	0.7		4.1		1.6
Contribution carryforward	—		—		(3.9	)
Other	1.8		6.8		0.6
	57.1	%	(124.7	)%	(34.3	)%

Our income tax provision for fiscal 2010 includes discrete out-of-period benefits in the amount of $0.3 million to correct errors related to prior years. Management believes these amounts are immaterial to fiscal year 2010 as well as to the years to which they relate.

The net deferred tax asset (liability) included in the consolidated balance sheet as of February 26, 2011 and February 27, 2010 is as follows (in thousands):

	February 26,			February 27,
	2011			2010

Accrued vacation compensation	$	1,027		$	1,110
Friendship Rewards loyalty liability	975			—
Other accrued liabilities	1,054			1,165
Merchandise inventories	967			1,234
Current deferred tax asset	4,023			3,509

Depreciation and amortization	(4,221		)	(8,652		)
Accrued rent obligations	8,874			11,552
Stock-based compensation expense	1,393			1,783
Net operating loss carryforwards	977			197
Contribution carryforwards	1,318			1,167
Tax credit carryforwards	458			—
Other non-current liabilities	1,145			1,584
Non-current deferred tax asset, net	9,944			7,631
Less: Valuation allowance	(13,967		)	—
Net deferred tax asset	$	—		$	11,140

Deferred income tax assets represent potential future income tax benefits. Realization of these assets is ultimately dependent upon future taxable income. We have incurred a net cumulative loss as measured by the results of the current year and the prior two years. ASC 740 “Income Taxes,” requires that deferred tax assets be reduced by a valuation allowance if, based on all available evidence, it is considered more likely than not that some or all of the recorded deferred tax assets will not be realized in a future period. Forming a conclusion that a valuation allowance is not needed is difficult when negative evidence such as cumulative losses exists. As a result of our evaluation, we have concluded that there was insufficient positive evidence to overcome the negative evidence related to our cumulative losses. Accordingly, we recognized a non-cash provision of $10.6 million to establish a valuation allowance against our net deferred tax assets. Recording the valuation allowance does not have any impact on cash and does not prevent us from using the deferred tax assets in the future when profits are realized. We did not record a valuation allowance in fiscal 2010 or fiscal 2009 as we believed it was more likely than not that the deferred tax assets would be realized.

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As of February 26, 2011, we have federal and state net operating loss carryforwards which will reduce future taxable income. Approximately $0.6 million in federal tax benefits are available from these loss carryforwards and an additional $0.5 million is available in tax credit carryforwards. The state loss carryforwards will result in state tax benefits of approximately $0.4 million. The federal net operating loss carryover expires in 20 years. The state net operating loss carryforwards will expire in fiscal 2014 and beyond. Additionally, we have charitable contribution carryforwards that will expire in fiscal 2014.

A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows (in thousands):

Balance at March 1, 2008	$	3,722

Reductions based on tax positions related to the current year	(2		)
Additions for tax positions of previous years	161
Reductions for tax positions of previous years due to lapse of applicable statute of limitations	(402		)
Balance at February 28, 2009	$	3,479

Additions based on tax positions related to the current year	167
Reductions for tax positions of previous years	(16		)
Reductions for tax positions of previous years due to lapse of applicable statute of limitations	(724		)
Settlements	(266		)
Balance at February 27, 2010	2,640

Additions based on tax positions related to the current year	88
Reductions for tax positions of previous years	(1,096		)
Reductions for tax positions of previous years due to lapse of applicable statute of limitations	(328		)
Balance at February 26, 2011	$	1,304

Our liability for unrecognized tax benefits is recorded within other non-current liabilities on our consolidated balance sheet. The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of February 26, 2011 and February 27, 2010 were $1.1 million and $1.6 million, respectively. The balance above at February 26, 2011 includes $0.2 million of tax positions for which the ultimate deductibility is highly certain but for which there is uncertainty about the timing of such deductibility. Because of the impact of deferred income tax accounting, other than for interest and penalties, the disallowance of the shorter deductibility period would not affect the effective income tax rate but would accelerate the payment of cash to the taxing authority to an earlier period.

We recognize interest and penalties related to unrecognized tax benefits as components of income tax expense. At February 26, 2011 and February 27, 2010, we had accrued $0.7 million and $0.8 million, respectively, for the potential payment of interest and penalties.

The Company and our subsidiaries are subject to U.S. federal income taxes and the income tax obligations of various state and local jurisdictions. Fiscal 2008, 2009, 2010 and 2011 remain subject to examination by the Internal Revenue Service. With few exceptions, we are not subject to state income tax examination by tax authorities for taxable years prior to fiscal 2007. At February 26, 2011, we had ongoing audits in various jurisdictions, but we do not expect our liability for unrecognized tax benefits to significantly increase or decrease in the next twelve months.

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NOTE 12 — EARNINGS PER SHARE

On March 1, 2009, we adopted FASB amendments to ASC 260-10, “Earnings Per Share,” which clarified that unvested share-based payment awards that contain non-forfeitable rights to receive dividends or dividend equivalents (whether paid or unpaid) are participating securities, and thus, should be included in the two-class method of computing EPS. Participating securities under this statement include our unvested employee restricted stock awards with time-based vesting, which receive non-forfeitable dividend payments. The calculation of EPS for our common stock shown below excludes the income attributable to these unvested employee restricted stock awards from the numerator and excludes the dilutive impact of these shares from the denominator. All prior period EPS data presented has been adjusted retrospectively.

	Fiscal Year Ended
	February 26,			February 27,			February 28,
	2011			2010			2009
Numerator (in thousands) :
Net income (loss) attributable to Christopher & Banks Corporation	$	(22,167	)	$	158		$	(12,750	)
Dividends paid on participating securities	(81		)	(80		)	(38		)
Net income (loss) available to common shareholders	$	(22,248	)	$	78		$	(12,788	)
Denominator (in thousands) :
Weighted average common shares outstanding - basic	35,392			35,141			35,097
Dilutive shares	—			93			—
Weighted average common and common equivalent shares outstanding - diluted	35,392			35,234			35,097
Net income (loss) per common share:
Basic	$	(0.63	)	$	0.00		$	(0.36	)
Diluted	$	(0.63	)	$	0.00		$	(0.36	)

The calculation of basic and diluted earnings per share for fiscal 2009 has been modified to reflect the requirements of the amendments to ASC 260-10. The earnings per share for the year has been adjusted to reflect the impact of this new accounting pronouncement on a comparable basis with fiscal 2010 and 2011. There was no material impact on diluted EPS for the years ended February 26, 2011, February 27, 2010, and February 28, 2009.

Total stock options of approximately 2.5 million, 1.4 million and 1.7 million were excluded from the shares used in the computation of diluted earnings per share for fiscal 2011, 2010 and 2009, respectively, as they were anti-dilutive.

NOTE 13 — FAIR VALUE MEASUREMENTS

We adopted ASC 820-10 “Fair Value Measurements,” effective March 2, 2008, with respect to fair value measurements of (a) nonfinancial assets and liabilities that are recognized or disclosed at fair value in our financial statements on a recurring basis (at least annually) and (b) all financial assets and liabilities. On March 1, 2009, we adopted the provision of ASC 820-10 relating to nonrecurring nonfinancial assets and nonfinancial liabilities. The adoption of these provisions of ASC 820-10 did not have a material impact on our consolidated financial statements as reported herein.

Under ASC 820-10, fair value is defined as the exit price, or the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. ASC 820-10 also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs market participants would use in valuing the asset or liability, developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect our assumptions about the factors market participants would use in valuing the asset or liability developed based upon the best information available in the circumstances.

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The hierarchy is broken down into three levels. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs (other than quoted prices) that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability. Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis:

For the years ended February 26, 2011 and February 27, 2010, fair value under ASC 820-10 applied to our available-for-sale investment securities, ARS and ARS rights. These financial assets are carried at fair value pursuant to the requirements of ASC 820-10.

The following tables provide information by level for financial assets and liabilities that are measured at fair value on a recurring basis (in thousands).

			Fair Value Measurements
	Fair Value at		Using Inputs Considered as
Description	February 26, 2011		Level 1		Level 2		Level 3
Available-for-sale securities:
Commercial paper	$	5,791	$	—	$	5,791	$	—
Variable rate demand obligations	6,505		—		6,505		—
Municipal bonds	16,132		—		16,132		—
U.S. Agency securities	4,632		—		4,632		—
Total current assets	33,060		—		33,060		—
Long-term investments:
Available-for-sale securities:
Municipal bonds	18,660		—		18,660		—
U.S. Agency securities	10,164		—		10,164		—
Total non-current assets	28,824		—		28,824		—
Total assets	$	61,884	$	—	$	61,884	$	—

			Fair Value Measurements
	Fair Value at		Using Inputs Considered as
Description	February 27, 2010		Level 1		Level 2		Level 3
Available-for-sale securities:
Variable rate demand obligations	$	24,900	$	—	$	24,900	$	—
Municipal commercial paper	1,000		—		1,000		—
Municipal bonds	23,016		—		23,016		—
U.S. Agency securities	535		—		535		—
Trading securities:
Auction rate securities	12,800						12,800
Other assets-ARS rights	2,000						2,000
Total current assets	64,251		—		49,451		14,800
Long-term investments:
Available-for-sale securities:
Municipal bonds	6,607		—		6,607		—
U.S. Agency securities	7,015		—		7,015		—
Total non-current assets	13,622		—		13,622		—
Total assets	$	77,873	$	—	$	63,073	$	14,800

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Following is a description of the valuation methodologies used for financial assets and liabilities measured at fair value:

Available-for-sale securities:

As of February 26, 2011 and February 27, 2010, our available-for-sale securities were valued based on quoted prices for similar assets in active markets or quoted prices for identical or similar assets in markets in which there were fewer transactions.

Trading securities:

We had no trading securities as of February 26, 2011. As of February 27, 2010, our trading securities consisted solely of ARS. As discussed in Note 3, Investments, auctions for ARS held by us failed beginning in February 2008. As a result, our investments in ARS were valued to reflect the lack of liquidity of these investments while taking into account the credit quality of the underlying securities.

ARS rights:

As discussed in Note 3, Investments, in November 2008, we accepted UBS’s ARS settlement offer. This resulted in us receiving ARS rights, which we have elected to account for at fair value.

The following table provides a reconciliation of the beginning and ending balances of items measured at fair value on a recurring basis in the table above that used significant unobservable inputs (Level 3) (in thousands).

	Fiscal Year Ended
	February 26, 2011						February 27, 2010
	ARS			ARS Rights			ARS			ARS Rights

Beginning balance	$	12,800		$	2,000		$	16,400		$	2,700
Total gains (losses):
Included in earnings	2,050			(2,000		)	1,000			(700		)
Settlements	(14,850		)	—			(4,600		)	—
Ending balance	$	—		$	—		$	12,800		$	2,000

Assets and Liabilities that are Measured at Fair Value on a Non-recurring Basis:

The aspects of ASC 820-10 for which the effective date was deferred until March 1, 2009, relate to nonfinancial assets and liabilities that are measured at fair value but are recognized or disclosed at fair value on a nonrecurring basis. This deferral applies to such items as nonfinancial assets and liabilities initially measured at fair value in a business combination (but not measured at fair value in subsequent periods) or nonfinancial long-lived asset groups measured at fair value for an impairment assessment.

The table below segregates non-financial assets and liabilities as of February 26, 2011 and February 27, 2010 that are measured at fair value on a nonrecurring basis in periods subsequent to initial recognition into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date (in thousands).

									Realized
	Fair Value at		Fair Value Measurements						Gains (Losses)
	February 26,		Using Inputs Considered as						Fiscal Year Ended
Description	2011		Level 1		Level 2		Level 3		February 26, 2011
Assets:
Long-lived assets held and used	$	515	$	—	$	—	$	515	$	(2,779	)

Liabilities:	$	—	$	—	$	—	$	—	$	—

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									Realized
	Fair Value at		Fair Value Measurements						Gains (Losses)
	February 27,		Using Inputs Considered as						Fiscal Year Ended
Description	2010		Level 1		Level 2		Level 3		February 27, 2010
Assets:
Long-lived assets held and used	$	708	$	—	$	—	$	708	$	(2,939	)

Liabilities:	$	—	$	—	$	—	$	—	$	—

In accordance with the provisions of the Impairment or Disposal of Long-Lived Assets Subsections of FASB Codification Subtopic 360-10, long-lived assets held and used with a carrying amount of $3.3 million were written down to their fair value of $0.5 million, resulting in an impairment charge of $2.8 million, which was included in earnings for the period ended February 26, 2011, and long-lived assets held and used with a carrying amount of $3.6 million were written down to their fair value of $0.7 million, resulting in an impairment charge of $2.9 million, which was included in earnings for the period ended February 27, 2010.

Our assessment of the recoverability of the carrying value of our assets involves the projection of future cash flows which requires the use of significant estimates and assumptions. Differences in circumstances or estimates could produce significantly different results. The current challenging economic environment, combined with the continued instability in the housing market, elevated levels of unemployment and general economic uncertainty affecting the retail industry, make it reasonably possible that additional long-lived asset impairments could be identified and recorded in future periods.

NOTE 14 — COMPREHENSIVE INCOME

Comprehensive income consisted of the following (in thousands):

	Fiscal Year Ended
	February 26,			February 27,		February 28,
	2011			2010		2009

Net income (loss)	$	(22,167	)	$	158	$	(12,750	)
Fair value adjustment on investments	(104		)	39		1,200

Total comprehensive income (loss)	$	(22,271	)	$	197	$	(11,550	)

NOTE 15 — EMPLOYEE BENEFIT PLANS AND EMPLOYMENT AGREEMENTS

We have established a defined contribution plan qualified under Section 401(k) of the Internal Revenue Code for the benefit of all employees who meet certain eligibility requirements, which are primarily age, length of service and hours of service. The plan allows eligible employees to invest from 1% to 60% of their compensation, subject to dollar limits as established by the federal government. The plan allows for discretionary Company matching contributions. Effective March 8, 2009, we discontinued our discretionary matching contributions and no company contributions were made for the fiscal year ended February 26, 2011. Company contributions for the fiscal years ended February 27, 2010 and February 28, 2009 totaled $6,000 and $0.6 million, respectively. We do not offer any other post-retirement, post-employment or pension benefits to directors or employees.

Our former Executive Vice President and Chief Financial Officer, Rodney Carter, terminated employment with the Company effective July 15, 2010. The Company incurred a pre-tax, non-recurring severance charge of approximately $0.5 million in the second quarter of fiscal 2011 in connection with Mr. Carter’s departure. The charge consisted primarily of payment obligations to Mr. Carter under his employement agreement.

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Lorna E. Nagler, our former President and Chief Executive Officer, resigned from all positions with the Company, including the position of Director, effective October 19, 2010. The Company incurred a pre-tax, non-recurring severance charge of approximately $1.0 million in the third quarter of fiscal 2011 in connection with Ms. Nagler’s resignation. The charge consisted primarily of payment obligations to Ms. Nagler under her employment agreement.

In January 2011, we announced that our Board of Directors had elected Larry C. Barenbaum as our President and Chief Executive Officer. We entered into a severance agreement with Mr. Barenbaum at that time. In April 2011, we entered into a new severence agreement with Mr. Barenbaum as well as with certain other executive officers, including Michael J. Lyftogt, Senior Vice President and Chief Financial Officer. These severence agrements provide that the individual is and remains an at-will employee and thus may be terminated at any time with or without “cause” as defined in the agrement. If the employee is terminated “without cause” and executes a general release of claims in favor of the Company, we are obligated to pay the executive officer a severance payment in the aggregate which equals six months salary and the employee is required to refrain from engaging in certain competitive activities or soliciting employees to terminate their employment with the Company.

NOTE 16 — LEASE COMMITMENTS

We lease each of our store locations and vehicles under operating leases. The store lease terms, including rental period, renewal options, escalation clauses and rent as a percentage of sales, vary among the leases. Most store leases require us to pay real estate taxes and common area maintenance charges.

Total rental expense for all leases was as follows (in thousands):

	Fiscal Year Ended
	February 26, 2011			February 27, 2010			February 28, 2009
Minimum rent	$	40,677		$	45,709		$	51,792

Contingent rent—based on a percentage of sales	6,771			5,331			3,652
Maintenance, taxes and other	29,585			33,713			34,477
Amortization of deferred lease incentives	(4,553		)	(4,238		)	(5,881		)
	$	72,480		$	80,515		$	84,040

Future minimum rental commitments for all leases are as follows (in thousands):

	Operating Leases
	Retail Store		Vehicles/
Fiscal Year	Facilities		Other		Total
2012	$	41,819	$	418	$	42,237
2013	39,108		158		39,266
2014	31,652		19		31,671
2015	22,714		—		22,714
2016	16,098		—		16,098
Thereafter	20,699		—		20,699
Total minimum lease payments	$	172,090	$	595	$	172,685

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NOTE 17 — LEGAL PROCEEDINGS

NOTE 18 — SOURCES OF SUPPLY

Our ten largest vendors represented approximately 77%, 74% and 52% of our total merchandise purchases in fiscal 2011, 2010 and 2009, respectively. Purchases from one of our suppliers accounted for approximately 27% of our purchases during 2011, while two other vendors supplied us with 15% and 12% of our merchandise, respectively. These same vendors supplied 27%, 15% and 12% of our purchases during fiscal 2010. Although we have strong relationships with these vendors, there can be no assurance that these relationships can be maintained in the future or that these vendors will continue to supply merchandise to us. If there should be any significant disruption in the supply of merchandise from these vendors, management believes that we will be able to shift production to other suppliers so as to continue to secure the required volume of product. Nevertheless, it is possible that any significant disruption in supply could have a material adverse impact on our financial position or results of operations.

In fiscal 2009, we purchased approximately 25% of our merchandise, through one buying agent (the “Agent”). As we have continued the process of establishing relationships with additional primary suppliers, we and the Agent terminated our sourcing arrangement effective as of the end of December 2008. Additionally, direct imports accounted for approximately 12%, 12% and 48% of our total merchandise purchases in fiscal 2011, 2010 and 2009, respectively. We do not maintain long-term purchase commitments or arrangements with any of our suppliers or agents.

NOTE 19 — SEGMENT REPORTING

We operate in the retail apparel industry in which we primarily design, source and sell women’s apparel catering to customers generally ranging in age from 45 to 55 who are typically part of a segment of the female baby boomer demographic. We have identified two operating segments (Christopher & Banks and C.J. Banks) as defined by ASC 820 “Disclosures about Segments of an Enterprise and Related Information.” Our Christopher & Banks and C.J. Banks operating segments have been aggregated into one reportable segment based on the similar nature of products sold, methods of sourcing, merchandising and distribution processes involved, target customers and economic characteristics of the two brands. We previously reported the results of our Acorn stores as a separate reportable segment. Beginning in the third quarter of fiscal 2009, the results of all Acorn stores have been removed from continuing operations and are presented as discontinued operations.

In the table below, the “Christopher & Banks/C.J. Banks” reportable segment includes activity generated by our Christopher & Banks and C.J. Banks operations. The “Corporate/Administrative” column, which primarily represents operating activity at our corporate office and distribution center facility, is presented to allow for reconciliation of segment-level net sales, operating income (loss) and total assets to our consolidated net sales, operating income (loss) and total assets. Segment operating income (loss) includes only net sales, merchandise gross margin and direct store expenses with no allocation of corporate overhead.

For the fiscal years ended February 26, 2011, February 27, 2010 and February 28, 2009, the Christopher & Banks/C.J. Banks operating income included store-level asset impairment charges of $2.8 million, $2.9 million and $4.5 million, respectively.

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	christopher & banks/		Corporate/
(in thousands)	cj banks		Administrative			Consolidated
Fiscal Year Ended February 26, 2011:
Net sales	$	448,130				$	448,130
Operating income (loss)	38,594		(53,153		)	(14,559		)
Total assets	142,931		91,232			234,163
Fiscal Year Ended February 27, 2010:
Net sales	$	455,402	$	—		$	455,402
Operating income (loss)	46,865		(48,232		)	(1,367		)
Total assets	156,686		110,611			267,297
Fiscal Year Ended February 28, 2009:
Net sales	$	530,742	$	—		$	530,742
Operating income (loss)	51,601		(65,709		)	(14,108		)
Total assets	164,007		126,135			290,142

NOTE 20 — QUARTERLY FINANCIAL DATA (UNAUDITED):

	Fiscal 2011 Quarters (1)
(in thousands, except per share data)	First		Second			Third			Fourth

Net sales	$	126,235	$	101,340		$	120,947		$	99,608
Operating income (loss)	$	10,649	$	(4,425	)	$	(197	)	$	(20,586	)
Net income (loss)	$	6,340	$	(2,538	)	$	(9,226	)	$	(16,743	)

Basic per share data:
Net income (loss)	$	0.18	$	(0.07	)	$	(0.26	)	$	(0.47	)

Diluted per share data:
Net income (loss)	$	0.18	$	(0.07	)	$	(0.26	)	$	(0.47	)

Dividends per share	$	0.06	$	0.06		$	0.06		$	0.06

(1) The summation of quarterly per share data may not equate to the calculation for the full fiscal year as quarterly calculations are performed on a discrete basis.

	Three			Six			Nine
	Months			Months			Months
	Ended			Ended			Ended
	May 29,			August 28,			November 27,
(in thousands)	2010			2010			2010
Net cash provided by operating activities	$	6,901		$	4,050		$	824
Net cash provided by (used in) investing activities	(3,403		)	602			(1,385		)
Net cash used in financing activities	(1,841		)	(3,965		)	(5,934		)
Net increase (decrease) in cash and cash equivalents	1,657			687			(6,495		)
Cash and cash equivalents, beginning of period	37,073			37,073			37,073
Cash and cash equivalents, end of period	$	38,730		$	37,760		$	30,578

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	Fiscal 2010 Quarters (2)
	First		Second			Third		Fourth

Net sales	$	120,367	$	101,182		$	132,000	$	101,853
Operating income (loss)	$	2,454	$	(3,476	)	$	9,791	$	(10,136	)
Net income (loss)	$	1,685	$	(2,132	)	$	6,972	$	(6,368	)

Basic per share data:
Net income (loss)	$	0.05	$	(0.06	)	$	0.20	$	(0.18	)

Diluted per share data:
Net income (loss)	$	0.05	$	(0.06	)	$	0.19	$	(0.18	)

Dividends per share	$	0.06	$	0.06		$	0.06	$	0.06

(2) The summation of quarterly per share data may not equate to the calculation for the full fiscal year as quarterly calculations are performed on a discrete basis.

	Three			Six			Nine
	Months			Months			Months
	Ended			Ended			Ended
	May 30,			August 29,			November 28,
(in thousands)	2009			2009			2009
Net cash provided by operating activities	$	13,457		$	12,028		$	17,925
Net cash used in investing activities	(1,849		)	(3,211		)	(46,838		)
Net cash used in financing activities	(2,116		)	(4,247		)	(6,383		)
Net increase (decrease) in cash and cash equivalents	9,492			4,570			(35,296		)
Cash and cash equivalents, beginning of period	78,814			78,814			78,814
Cash and cash equivalents, end of period	$	88,306		$	83,384		$	43,518

As described in Note 1, in connection with the preparation of our financial statements for the fiscal year ended February 26, 2011, we determined that cash flows from the redemption of our investments in auction rate securities should be classified as cash inflows from investing activities. We previously classified certain of these cash flows as cash inflows from operating activities.

We have revised the statement of cash flow information presented above to decrease cash provided by operating activities and decrease cash used in investing activities by $14.9 million for the nine months ended November 27, 2010, $14.9 million for the six months ended August 28, 2010, $3.3 million for the three months ended May 29, 2010, $0.4 million for the nine months ended November 28, 2009 and $0.2 million for the six months ended August 29, 2009. There was no effect on operating or investing cash flows for the three months ended May 30, 2009. These revisions had no impact on the net change in cash and cash equivalents or our total balance of cash and cash equivalents as previously reported. We have concluded that these corrections were immaterial to the related financial statements taken as a whole.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

ON ACCOUNTING AND FINANCIAL DISCLOSURE

There are no matters which are required to be reported under Item 9.

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ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rule 13a-15(b) under the Exchange Act as of February 26, 2011. Based upon the foregoing, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective, as of February 26, 2011, to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Annual Report on Internal Control over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) of the Exchange Act. Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the consolidated financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Our management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on the evaluation, management has concluded our internal control over financial reporting was effective as of February 26, 2011.

The effectiveness of our internal control over financial reporting as of February 26, 2011 has been audited by PricewaterhouseCoopers LLP, our independent registered public accounting firm, as stated in their report which appears on page 33.

Because of inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control over Financial Reporting

During our fourth fiscal quarter, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Attestation Report of Independent Registered Public Accounting Firm

The attestation report of PricewaterhouseCoopers LLP, our independent registered public accounting firm, appears on page 33.

ITEM 9B.

OTHER INFORMATION

There are no matters which are required to be reported under Item 9B.

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PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information regarding our directors required by Item 10 is incorporated herein by reference to the section entitled, “Item 1 - Election of Directors,” in the Proxy Statement. Information regarding our executive officers is included in Part I of this Annual Report on Form 10-K in the section entitled “Executive Officers of the Registrant.” Information concerning compliance with Section 16(a) of the Securities Act of 1934 is included in the Proxy Statement under the section entitled “Section 16(a) Beneficial Ownership Reporting Compliance,” and such information is incorporated herein by reference. Information regarding our Audit Committee and audit committee financial experts is included in the Proxy Statement under the section entitled “Meetings and Committees of the Board of Directors - The Audit Committee,” and such information is incorporated by reference.

We have adopted a Code of Conduct (the “Code”) applicable to all of our employees, directors and officers, including our principal executive officer, principal financial officer, principal accounting officer, controller and other employees performing similar functions. The Code is available on our website at www.christopherandbanks.com — under the “Investor Relations” link and then the “Corporate Governance” link — and is available in print to any stockholder who requests a copy from our Corporate Secretary. Any changes or amendments to, or waiver from, a provision of the Code that applies to our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions will be posted on our website at the address and location specified above.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by Item 11 is incorporated herein by reference to the sections entitled “Executive Compensation,” “Meetings and Committees of the Board of Directors — Compensation Program for Non-Employee Directors” and “Meetings and Committees of the Board of Directors — Non-Employee Director Compensation for Fiscal 2011” in the Proxy Statement.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required by Item 12 is incorporated herein by reference to the sections entitled “Security Ownership” and “Equity Compensation Plan Information” in the Proxy Statement.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,

AND DIRECTOR INDEPENDENCE

The information required by Item 13 is incorporated herein by reference to the sections entitled “Certain Relationships and Related Transactions” and “Information Regarding the Board and Corporate Governance — Director Independence” in the Proxy Statement.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required in response to this item is incorporated by reference to the sections entitled “Audit Committee Report and Payment of Fees to Our Independent Registered Public Accounting Firm — Independent Registered Public Accounting Firm Fees” and “Audit Committee Report and Payment of Fees to Our Independent Registered Public Accounting Firm — Auditor Services Pre-Approval Policy” in the Proxy Statement.

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PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

The following documents are filed as a part of this Report:

(1) Financial Statements:

	Page
Report of Independent Registered Public Accounting Firm	36
Consolidated Balance Sheet	37
Consolidated Statement of Operations	38
Consolidated Statement of Stockholders’ Equity	39
Consolidated Statement of Cash Flows	40
Notes to Consolidated Financial Statements	41

(2) Financial Statement Schedules:

Schedule II-Valuation and Qualifying Accounts and Reserves

All schedules omitted are not applicable or the required information is shown in the financial statements or notes thereto.

(3) Exhibits:

3.1		Restated Certificate of Incorporation of Christopher & Banks Corporation, as amended through July 27, 2010 (incorporated herein by reference to Exhibit 3.1 to Quarterly Report on Form 10-Q for the fiscal quarter ended November 27,2010)

3.2		Fifth Amended and Restated By-Laws of Christopher & Banks Corporation, as amended through July 27, 2010 (incorporated herein by reference to Exhibit 3.2 to Quarterly Report on Form 10-Q for the fiscal quarter ended November 27,2010)

4.1		Form of certificate for shares of common stock of Christopher & Banks Corporation (incorporated herein by reference to Exhibit 4.1 to Quarterly Report on Form 10-Q for the fiscal quarter ended August 28, 2010)

10.1		Christopher & Bank, Inc. Retirement Savings Plan (incorporated herein by reference to Registration Statement on Form S-1, Registration No. 33-45719)**

10.2		1997 Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to Form S-8 (Registration No. 333-95109) filed January 20, 2000)**

10.3		Amendment No. 1 to 1997 Stock Incentive Plan (incorporated herein by reference to Exhibit 99.1 to Form S-8 (Registration No. 333-95553) filed January 27, 2000)**

10.4		Second Amendment to our 1997 Stock Incentive Plan dated as of July 28, 1999 (incorporated herein by reference to Exhibit 10.28 to Quarterly Report on Form 10-Q for the fiscal quarter ended August 28, 1999 filed October 12, 1999)**

10.5		Third Amendment to the 1997 Stock Incentive Plan dated as of July 26, 2000 (incorporated herein by reference to Exhibit 10.40 to Annual Report on Form 10-K for the fiscal year ended March 2, 2002 filed May 29, 2002)**

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10.6		Fourth Amendment to the 1997 Stock Incentive Plan dated as of August 1, 2001 (incorporated herein by reference to Exhibit 10.41 to Annual Report on Form 10-K for the fiscal year ended March 2, 2002 filed May 29, 2002)**

10.7*		Form of Qualified Stock Option Agreement under our 1997 Stock Incentive Plan**

10.8*		Form of Nonqualified Stock Option Agreement under our 1997 Stock Incentive Plan**

10.9		Form of Restricted Stock Agreement under our 1997 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.36 to Annual Report on Form 10-K for the fiscal year ended March 3, 2007 filed May 2, 2007)**

10.10		1998 Director Stock Option Plan (incorporated herein by reference to Exhibit 10.25 to Annual Report on Form 10-K for the fiscal year ended February 27, 1999 filed May 28, 1999)**

10.11		First Amendment to our 1998 Director Stock Option Plan dated as of July 26, 2000 (incorporated herein by reference to Exhibit 10.42 to Annual Report on Form 10-K for the fiscal year ended March 2, 2002 filed May 29, 2002)**

10.12		2002 Non-Employee Director Stock Option Plan (incorporated herein by reference to Exhibit 99.1 to Form S-8 filed March 13, 2006)**

10.13		Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 5, 2008)**

10.14		Second Amended and Restated Christopher & Banks Corporation 2005 Stock Incentive Plan, effective July 27, 2010 (incorporated herein by reference to Exhibit 10.2 to Current Report on 8-K filed August 2, 2010)**

10.15*		Form of Qualified Stock Option Agreement under our 2005 Stock Incentive Plan **

10.16*		Form of Qualified Stock Option Agreement under our 2005 Stock Incentive Plan **

10.17*		Form of Nonqualified Stock Option Agreement under our 2005 Stock Incentive Plan **

10.18*		Form of Nonqualified Stock Option Agreement under our 2005 Stock Incentive Plan **

10.19		Form of Nonqualified Stock Option Agreement under our Second Amended and Restated 2005 Stock Incentive Plan (used for awards granted beginning April 2011) (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed April 15, 2011)**

10.20		Form of Restricted Stock Agreement under our 2005 Stock Incentive Plan (incorporated herein by reference to Exhibit 10.39 to Annual Report on Form 10-K for the fiscal year ended March 3, 2007 filed May 2, 2007)**

10.21		Form of Restricted Stock Agreement (Time-Based Vesting) under our 2005 Stock Incentive Plan (approved 2008) (incorporated herein by reference to Exhibit 10.3 to Current Report on Form 8-K filed February 27, 2008)**

10.22		Form of Restricted Stock Agreement (Time-Based Vesting) under our Second Amended and Restated 2005 Stock Incentive Plan (used for awards granted beginning April 2011) (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed April 15, 2011)**

10.23		Form of Restricted Stock Agreement (Performance-Based Vesting) under our 2005 Stock Incentive Plan (approved 2008) (incorporated herein by reference to Exhibit 10.4 to Current Report on Form 8-K filed February 27, 2008)**

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10.24		Form of Restricted Stock Agreement (Performance-Based Vesting) under our Second Amended and Restated 2005 Stock Incentive Plan (used for awards granted beginning April 2011) (incorporated herein by reference to Exhibit 10.3 to Current Report on Form 8-K filed April 15, 2011)**

10.25		Form of Restricted Stock Rights Agreement (Performance-Based Vesting) (Fiscal 2012 Annual Incentive Program) under our Second Amended and Restated 2005 Stock Incentive Plan (used for awards granted beginning April 2011) (incorporated herein by reference to Exhibit 10.4 to Current Report on Form 8-K filed April 15, 2011)**

10.26		Amended and Restated Christopher & Banks Corporation 2006 Equity Incentive Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 5, 2008)**

10.27		Second Amended and Restated Christopher & Banks Corporation 2006 Equity Incentive Plan for Non-Employee Directors, effective July 27, 2010 (incorporated herein by reference to Exhibit 10.1 to Current Report on 8-K filed August 2, 2010)**

10.28		Form of Non-Qualified Stock Option Agreement under our 2006 Equity Incentive Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 1, 2006)**

10.29		Form of Restricted Stock Agreement under our 2006 Equity Incentive Plan for Non-Employee Directors (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed August 1, 2006)**

10.30		2006 Senior Executive Incentive Plan (incorporated herein by reference to Appendix B to Definitive Proxy Statement filed June 14, 2006)**

10.31		Amendment No. 1 to Christopher & Banks Corporation 2006 Senior Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on February 28, 2007)**

10.32		Christopher & Banks Corporation 2009 Qualified Annual Incentive Plan (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 4, 2009)**

10.33		Form of Severance Agreement between Christopher & Banks Corporation and certain of its Executive Officers (incorporated herein by reference to Exhibit 10.1 to Current Report on 8-K filed April 20, 2011)**

10.34		Offer Letter by and between Christopher & Banks Corporation and Rodney Carter accepted on June 1, 2009 (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed on June 5, 2009)**

10.35		Agreement by and between Christopher & Banks Corporation and Rodney Carter effective June 4, 2009 (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed on June 5, 2009)**

10.36		Executive Employment Agreement between Christopher & Banks Corporation and Lorna Nagler, effective as of August 30, 2007 (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed September 7, 2007)**

10.37		Amendment No. 1 to the Executive Employment Agreement between Christopher & Banks Corporation and Lorna Nagler, effective as of April 30, 2008 (incorporated herein by reference to Exhibit 10.52 to Annual Report on Form 10-K for the fiscal year ended March 1, 2008)**

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10.38		Restricted Stock Agreement between Christopher & Banks Corporation and Lorna Nagler, effective as of August 31, 2007 (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed September 7, 2007)**

10.39		Executive Employment Agreement between Christopher & Banks Corporation and Monica Dahl, dated as of August 6, 2006 (incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K filed August 9, 2006)**

10.40		Amended and Restated Executive Employment Agreement between Christopher & Banks Corporation and Monica Dahl, effective as of July 31, 2008 (incorporated herein by reference to Exhibit 10.3 to Current Report on Form 8-K filed on August 5, 2008)**

10.41		Restricted Stock Agreement between Christopher & Banks Corporation and Monica Dahl, dated as of August 7, 2006 (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed on August 9, 2006)**

10.42		Amendment to Restricted Stock Agreement between Christopher & Banks Corporation and Monica Dahl, effective as of March 28, 2007 (incorporated herein by reference to Exhibit 10.2 to Current Report on Form 8-K filed April 2, 2007)**

10.43		Description of compensation arrangement with Larry Barenbaum as Interim Chief Executive Officer (incorporated herein by reference to Item 5.02 of Current Report on Form 8-K filed October 22, 2010)**

10.44		Description of compensation arrangement with Larry Barenbaum as Chief Executive Officer (incorporated herein by reference to Item 5.02 of Current Report on Form 8-K/A filed January 31, 2011)**

10.45		Agreement by and between Christopher & Banks Corporation and Larry Barenbaum effective as of January 10, 2011 (incorporated herein by reference to Exhibit 10.1 to Current Report on 8-K/A filed January 31, 2011)**

10.46		Description of compensation arrangement with Michael J. Lyftogt as Interim Chief Financial Officer (incorporated herein by reference to Item 5.02 of Current Report on Form 8-K filed July 16, 2010)**

10.47		Description of compensation arrangement with Michael J. Lyftogt as Chief Financial Officer (incorporated herein by reference to Item 5.02 of Current Report on Form 8-K filed February 24, 2011)**

10.48*		Amended and Restated Credit and Security Agreement by and between Christopher & Banks, Inc., Christopher & Banks Company and Christopher & Banks Services Company and Wells Fargo Bank, National Association, acting through its Wells Fargo Business Credit Operating Division dated November 4, 2005

10.49*		Second Amendment, dated May 23, 2008, to the Amended and Restated Credit and Security Agreement, dated November 4, 2005, by and between Christopher & Banks, Inc., Christopher & Banks Company and Wells Fargo Bank, National Association

21.1		Subsidiaries of Christopher & Banks Corporation (incorporated herein by reference to Exhibit 21.1 to Annual Report on Form 10-K for the fiscal year ended March 1, 2008 filed May 15, 2008)

23.1*		Consent of Independent Registered Public Accounting Firm

24.1*		Powers of Attorney

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31.1*		Certification of Chief Executive Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of Chief Financial Officer pursuant to Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

*	Filed herewith
**	Management agreement or compensatory plan or arrangement

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on May 12, 2011.

CHRISTOPHER & BANKS CORPORATION

	By:	/S/ LARRY C. BARENBAUM
		Larry C. Barenbaum
		President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature		Title	Date

/S/ LARRY C. BARENBAUM		President, Chief Executive Officer and Director	May 12, 2011
Larry C. Barenbaum		(Principal Executive Officer)


/S/ MICHAEL J. LYFTOGT		Senior Vice President,	May 12, 2011
Michael J. Lyftogt		Chief Financial Officer (Principal Financial and Accounting Officer)


*		Non-Executive Chairman and Director	May 12, 2011
James J. Fuld, Jr.


*		Director	May 12, 2011
Martin L. Bassett


*		Director	May 12, 2011
Mark A. Cohn


*		Director	May 12, 2011
Robert Ezrilov


*		Director	May 12, 2011
Morris Goldfarb


*		Director	May 12, 2011
Anne L. Jones


*		Director	May 12, 2011
Paul L. Snyder


* By	/S/ MICHAEL J. LYFTOGT
Michael J. Lyftogt
Attorney-in-Fact, pursuant to
Power of Attorney filed herewith

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Christopher & Banks Corporation

Financial Statement Schedule

Schedule II- Valuation and Qualifying Accounts

	Balance at		Additions		Balance at
	Beginning		Charged to		End
	Of Year		Income	Deductions	Of Year
Fiscal Year Ended February 26, 2011
Deferred tax asset valuation allowance	$	—	13,967	—	$	13,967

Exhibit 10.7

STOCK OPTION AGREEMENT

Pursuant to

CHRISTOPHER & BANKS CORP.

1997 Stock Incentive Plan

(Qualified Stock Option)

Name of Employee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:

This STOCK OPTION AGREEMENT (the “Agreement”) made as of between Christopher & Banks Corp. (the “Company”) and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of an option pursuant to the Company’s 1997 Stock Incentive Plan (the “Plan”). Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

1. Grant of Option : In accordance with Plan, the Company hereby grants to the Employee, subject to the terms and conditions of the Plan and this Agreement, the option to purchase from the Company an aggregate of shares of Common Stock ($.01 par value) of the Company at the purchase price of $ per share, such adoption to be exercisable as hereinafter provided.

2. Expiration Date : This option shall expire on (the “Expiration Date”).

3. Exercise of Option : Subject to Section 8 hereof, this option shall become exercisable with respect to % of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option ( ), and with respect to an additional % of such shares on each of the anniversary dates of the grant of this option.

This option may be partially exercised from time to time within such percentage limitations. This option may not be exercised after the Expiration Date. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of stock. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of this Agreement shall be made available to the Company at the time of exercise for notation of any partial exercise.

4. Payment of Option Price : On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of common stock of the Company held by the optionee for more than six (6) months and registered in the name of the Employee, duly assigned to the Company with the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such

shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Committee.

5. Option Nontransferable : This option is not transferable otherwise than by will or the law or descent or distribution and is exercisable during the Employee’s lifetime only by the Employee or his guardian or legal representative.

6. Rights as a Shareholder : The Employee shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to the Employee of a stock certificate for such shares, and no adjustment shall be made for any dividends or other rights if the record date of such dividends or other rights is prior to the date such stock certificate is issued.

7. General Restrictions:

(1) At the time of any exercise of this option, the Employee shall furnish the Company with a representation that he is acquiring the shares issued upon such exercise as an investment and not with a view to, or for sale in connection with, the distribution of any such shares; provided, however, that such representation need not be furnished in the event the shares issued upon such exercise are registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended.

quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon the New York Stock Exchange, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

(3) Certificates evidencing shares of Common Stock issued pursuant to this Agreement shall bear a legend describing restrictions on transfer thereof unless the Company determines that such legend is not necessary or appropriate.

8. Termination of Employment :

the Employee’s retirement with the consent of the Company, such option may be exercised within three months of the date of termination and (ii) the Employee’s disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended) or death, such option may be exercised by the Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death. Notwithstanding clause (i) of the preceding sentence, the Company may terminate and cancel such option during the three-month period referred to in such clause if the optionee engages in employment or activities contrary, in the opinion of the Company’s Board of Directors or the Committee, to the best interests of the Company or any subsidiary. In addition, the Committee shall, in each case in which clause (i) of the second preceding sentence may be applicable, determine whether a termination of employment shall be considered retirement with the consent of the Company. Notwithstanding the foregoing, (i) the option granted pursuant to this Agreement shall not be exercisable after the expiration date of such option and (ii) such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.

not extend such periods. Whether leave of absence shall constitute a termination of employment for purposes of this Agreement shall be determined by the Committee in its sole discretion.

9. Adjustment of Shares :

(1) In the event there is any recapitalization in the form of a stock dividend, distribution, split, subdivision or combination of shares of Common Stock of the Company, resulting in an increase or decease in the number of shares of Common Stock outstanding, the number of shares of Common Stock covered by this option and the exercise price per share under this option shall be increased or decreased proportionately, as the case may be, without change in the aggregate exercise price.

(2) If, pursuant to any reorganization, sale or exchange of assets, consolidation or merger, outstanding Common Stock of the Company is or would be exchanged for other securities of the Company or of another corporation which is a party to such transaction, or for property, this option shall apply to the securities or property into which the Common Stock covered hereby would have been changed or for which such Common Stock would have been exchanged had such Common Stock been outstanding at the time.

subsidiary by which the Employee is employed to terminate the employment of the Employee at any time, with or without cause.

11. Plan Controls : The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof including any which may conflict with those contained in this Agreement. The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respect to the terms and conditions of the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. This option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and this Agreement and the Plan are to be construed accordingly.

12. Notices : All notices to the Company shall be in writing and sent by certified or registered mail, postage prepaid, to the Company at its offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Employee in writing. All notices to the Employee shall be in writing and sent by certified or registered mail, postage prepaid, to the Employee at the address set forth on the signature page(s) hereof or such address as the Employee shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed.

the validity of the Plan, or to any option granted under the Plan, the Company may, in its discretion and without incurring any liability to the Employee terminate this Agreement and/or the option granted pursuant to this Agreement.

14. Tax Treatment : In the event the Employee seeks to qualify for the special capital gains treatment available for the Plan, the Employee must not dispose of any of the shares underlying the option within two (2) years following the date the option is granted or within one (1) year of the exercise and transfer of the shares to the Employee. Due to the complex nature of the tax laws, the Employee is urged to consult his personal tax advisor prior to exercising the option. THE CORPORATION MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THIS GRANT, THE EXERCISE OF ANY OPTIONS OR ANY OTHER MATTER.

IN WITNESS WHEREOF, the Company and the Employee has caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. It is being further understood that the Date of Grant may differ from the date of signature.

Dated as of :				Christopher & Banks Corp.

				By:

				Its:

Dated as of:				Employee



				Address:

SCHEDULE I

Date of Exercise	No. of Shares Purchased	Balance of Option Shares	Authorized Signature	Notation Date

SUBSCRIPTION FORM FOR EXERCISE

(To be executed by the holder desiring to

exercise the right to purchase shares

subject to the within option)

The undersigned hereby irrevocable elects to exercise the right to purchase represented by the within option for, and to purchase thereunder, shares of Common Stock, $.01 par value per share, of CHRISTOPHER & BANKS CORP., a Delaware corporation (the “Company”), as provided therein and herewith makes payment of the purchase price in full and requests that certificates for such securities be issued in the name of:


Name (Please print in block letters)


Street


City	State	Zip


(Please insert Social Security or other identifying number)

and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted in Schedule I thereof which is delivered herewith.

Date:
			Signature

Exhibit 10.8

STOCK OPTION AGREEMENT

Pursuant to

CHRISTOPHER & BANKS CORP.

1997 Stock Incentive Plan

(Nonqualified Stock Option)

Name of Employee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:

2. Expiration Date : This option shall expire on (the “Expiration Date”).

4. Payment of Option Price : On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of common stock of the Company held by the optionee for more than six (6) months and registered in the name of the Employee, duly assigned to the Company with the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Committee.

7. General Restrictions :

(2) The Company will not be obligated to issue shares of Common Stock covered by this option if counsel to the Company determines that such issuance would violate any law or regulation of any governmental authority or any agreement between the Company and the New York Stock Exchange or any national securities exchange upon which the Common Stock is quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon the New York Stock

Exchange, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

8. Termination of Employment :

(1) The option granted pursuant to this Agreement shall terminate immediately upon the termination of the Employee’s employment by the Company or any subsidiary for any reason whatsoever; provided, however, that in the event such termination of employment results from (i) the Employee’s retirement with the consent of the Company, such option may be exercised within three months of the date of termination and (ii) the Employee’s disability (as defined in Section 105(d)(4) of the Internal Revenue Code of 1986, as amended) or death, such option may be exercised by the Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death. Notwithstanding clause (i) of the preceding sentence, the Company may terminate and cancel such option during the three-month period referred to in such clause if the optionee engages in employment or activities contrary, in the opinion of the Company’s Board of Directors or the Committee, to the best

interests of the Company or any subsidiary. In addition, the Committee shall, in each case in which clause (i) of the second preceding sentence may be applicable, determine whether a termination of employment shall be considered retirement with the consent of the Company. Notwithstanding the foregoing, (i) the option granted pursuant to this Agreement shall not be exercisable after the expiration date of such option and (ii) such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.

(2) Nothing contained in this Section shall be interpreted or have the effect of extending the period during which an option may be exercised beyond the terms or the Expiration Date provided in this Agreement or established by law or regulation. Death of the Employee subsequent to termination shall not extend such periods. Whether leave of absence shall constitute a termination of employment for purposes of this Agreement shall be determined by the Committee in its sole discretion.

9. Adjustment of Shares :

10. No Employment Rights : Neither the Plan nor this option shall confer upon the Employee any right with respect to continuance of employment by the Company or any subsidiary nor shall they interfere in any way with the right of the Company or any subsidiary by which the Employee is employed to terminate the employment of the Employee at any time, with or without cause.

11. Plan Controls : The Employee hereby acknowledges receipt of a copy of

hereof or such address as the Employee shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed.

13. Conflicts : As a condition to the granting of the option contained herein, the Employee agrees that any dispute or disagreement with respect to the Plan, this Agreement or such option shall be determined by the Committee in its sole discretion, and that any interpretation by the Committee of the terms of this Agreement shall be final, binding and conclusive. In the event of the institution of any legal proceedings directed to the validity of the Plan, or to any option granted under the Plan, the Company may, in its discretion and without incurring any liability to the Employee terminate this Agreement and/or the option granted pursuant to this Agreement.

14. Tax Treatment : Due to the complex nature of the tax laws, the Employee is urged to consult his personal tax advisor prior to exercising the option. THE CORPORATION MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THIS GRANT, THE EXERCISE OF ANY OPTIONS OR ANY OTHER MATTER.

IN WITNESS WHEREOF, the Company and the Employee have caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. It is being further understood that the Date of Grant may differ from the date of signature.

Dated as of :				Christopher & Banks Corp.

				By:

				Its:

Dated as of:				Employee



				Address:

SCHEDULE I

Date of Exercise	No. of Shares Purchased	Balance of Option Shares	Authorized Signature	Notation Date

SUBSCRIPTION FORM FOR EXERCISE

(To be executed by the holder desiring to

exercise the right to purchase shares

subject to the within option)


Name (Please print in block letters)


Street


City	State	Zip


(Please insert Social Security or other identifying number)

and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted in Schedule I thereof which is delivered herewith.

Date:
			Signature

Exhibit 10.15

STOCK OPTION AGREEMENT

Pursuant to

CHRISTOPHER & BANKS CORP.

2005 Stock Incentive Plan

(Qualified Stock Option)

Name of Employee:

Date of Grant:

Number of Shares:

Exercise Price Per Share: $

This STOCK OPTION AGREEMENT (the “Agreement”) made as of between Christopher & Banks Corp. (the “Company”) and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of an option pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

1. Grant of Option: In accordance with Plan, the Company hereby grants to the Employee, subject to the terms and conditions of the Plan and this Agreement, the option to purchase from the Company an aggregate of shares of Common Stock ($.01 par value) of the Company at the purchase price of $ per share, such adoption to be exercisable as hereinafter provided.

2. Expiration Date : This option shall expire on (the “Expiration Date”).

3. Exercise of Option: Subject to Section 8 hereof, this option shall become exercisable with respect to % of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option ( ), and with respect to an additional % of such shares on each of the anniversary dates of the grant of this option.

4. Payment of Option Price: On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of common stock of the Company held by the optionee for more than six (6) months and registered in the name of the Employee, duly assigned to the Company with the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Committee.

7. General Restrictions:

This option shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon the New York Stock Exchange, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

8. Termination of Employment :

during the three-month period referred to in such clause if the optionee engages in employment or activities contrary, in the opinion of the Company’s Board of Directors or the Committee, to the best interests of the Company or any subsidiary. In addition, the Committee shall, in each case in which clause (i) of the second preceding sentence may be applicable, determine whether a termination of employment shall be considered retirement with the consent of the Company. Notwithstanding the foregoing, (i) the option granted pursuant to this Agreement shall not be exercisable after the expiration date of such option and (ii) such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.

9. Adjustment of Shares :

and the exercise price per share under this option shall be increased or decreased proportionately, as the case may be, without change in the aggregate exercise price.

10. No Employment Rights: Neither the Plan nor this option shall confer upon the Employee any right with respect to continuance of employment by the Company or any subsidiary nor shall they interfere in any way with the right of the Company or any subsidiary by which the Employee is employed to terminate the employment of the Employee at any time, with or without cause.

11. Plan Controls : The Employee hereby acknowledges receipt of a copy of

the Plan and agrees to be bound by all of the terms and provisions thereof including any which may conflict with those contained in this Agreement. The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respect to the terms and conditions of the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control. This option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and this Agreement and the Plan are to be construed accordingly.

14. Tax Treatment: In the event the Employee seeks to qualify for the special capital gains treatment available for the Plan, the Employee must not dispose of any of the shares underlying the option within two (2) years following the date the option is granted or within one (1) year of the exercise and transfer of the shares to the Employee. Due to the complex nature of the tax laws, the Employee is urged to consult his personal tax advisor prior to exercising the option. THE CORPORATION MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THIS GRANT, THE EXERCISE OF ANY OPTIONS OR ANY OTHER MATTER.

Dated as of :				Christopher & Banks Corp.

				By:

				Its:


Dated as of:				Employee



				Address:

SCHEDULE I

Date of Exercise	No. of Shares Purchased	Balance of Option Shares	Authorized Signature	Notation Date

SUBSCRIPTION FORM FOR EXERCISE

(To be executed by the holder desiring to

exercise the right to purchase shares

subject to the within option)


Name (Please print in block letters)


Street


City	State	Zip


(Please insert Social Security or other identifying number)

and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted in Schedule I thereof which is delivered herewith.

Date:
			Signature

Exhibit 10.16

STOCK OPTION AGREEMENT

(Qualified Stock Option)

Name of Employee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:	$

This STOCK OPTION AGREEMENT (the “Agreement”) made as of between Christopher & Banks Corporation (the “Company”) and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of an option pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). This option is intended to qualify as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended, and this Agreement and the Plan are to be construed accordingly. Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

1. Grant of Option : In accordance with Plan, the Company hereby grants to the Employee, effective as of the date of grant listed above, subject to the terms and conditions of the Plan and this Agreement, the option to purchase from the Company an aggregate of shares of common stock ($.01 par value) of the Company (the “Common Stock”) at the purchase price of $ per share, such option to be exercisable as hereinafter provided.

2. Expiration Date : This option shall expire on (the “Expiration Date”).

3. Exercise of Option : Subject to Section 8 hereof, this option shall become exercisable with respect to shares of Common Stock on the first anniversary of the date of grant of this option ( ), with respect to an additional shares on the second anniversary of the date of grant, and with respect to the remaining shares on the third anniversary of the date of grant.

This option may be partially exercised from time to time within such percentage limitations. This option may not be exercised after the Expiration Date. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of Common Stock. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of this Agreement shall be made

available to the Company at the time of exercise for notation of any partial exercise. Notwithstanding the vesting schedule set forth in the first paragraph of this Section 3, effective immediately prior to a Change in Control (as such term is defined in Section 10 of the Plan), this option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable.

4. Payment of Option Price : On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by cash equivalent acceptable to the Committee or by delivery of shares of Common Stock held by the Employee for more than six (6) months (or such period as the Committee may deem appropriate, for accounting purposes or otherwise) and registered in the name of the Employee, duly assigned to the Company with the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the Fair Market Value of the shares on such date.

5. Option Nontransferable : This option is not transferable otherwise than by will or the laws of descent or distribution and is exercisable during the Employee’s lifetime only by the Employee or his or her guardian or legal representative.

7. General Restrictions : The Company will not be obligated to issue shares of Common Stock covered by this option if counsel to the Company determines that such issuance would violate any law or regulation of any governmental authority or any agreement between the Company and the New York Stock Exchange or any national securities exchange upon which the Common Stock is quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon the New York Stock Exchange, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

8. Termination of Employment :

(1) The option granted pursuant to this Agreement shall terminate immediately upon the termination of the Employee’s employment by the Company or any subsidiary for “cause” as that term is defined in the Plan unless the Employee is a party to an employment (or similar) agreement with the Company or any subsidiary that defines the word “cause,” in which case such definition shall apply for purposes of this Agreement. If the Employee’s employment is terminated as a result of the Employee’s permanent and total disability (within the meaning of Section 22(e)( 3) of the Internal Revenue Code of 1986, as amended) or death, the option granted pursuant to this Agreement may be exercised by the Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death. If the Employee’s employment is terminated for any reason other than cause, permanent and total disability or death, such option may be exercised within ninety (90) days following the date of termination. Notwithstanding the preceding sentence, the Company may terminate and cancel such option during the ninety (90) day period referred to in the preceding sentence if the Company’s Board of Directors or the Committee has determined that the Employee has, before or after the termination of employment, materially breached the terms of any agreement with the Company including any employment, confidentiality, or noncompete agreement, violated in a material way any Company policy or engaged in any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company. Notwithstanding the foregoing, (i) the option granted pursuant to this Agreement shall not be exercisable after the expiration date of such option and (ii) such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.

9. Adjustment of Shares :

Common Stock covered hereby would have been changed or for which such Common Stock would have been exchanged had such Common Stock been outstanding at the time.

12. Notices : All notices to the Company shall be in writing and sent by certified or registered mail, postage prepaid, to the General Counsel of the Company at the Company’s offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Employee in writing. All notices to the Employee shall be in writing and sent by certified or registered mail, postage prepaid, to the Employee at the address set forth on the signature page(s) hereof or such address as the Employee shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed.

14. Tax Matters :

(1) Due to the complex nature of the tax laws, the Employee is urged to consult his or her personal tax advisor prior to exercising the option. The Company makes no warranties or representations whatsoever to the Employee regarding the tax consequences of this grant, the exercise of any options or any other matter.

(2) In the event the Employee seeks to qualify for the special capital gains treatment available for the Plan, the Employee must not dispose of any of the shares of Common Stock acquired upon exercise of the option within two (2) years following the date the option is granted or within one (1) year of the exercise and transfer of the shares of Common Stock to the Employee. If the Employee shall dispose of any of the shares of Common Stock acquired upon

exercise of the option within two (2) years from the date the option was granted or within one (1) year after the date of exercise of the option, then, in order to provide the Company with the opportunity to claim the benefit of any income tax deduction, the Employee shall promptly notify the Company of the dates of acquisition and disposition of such shares, the number of shares so disposed of, and the consideration, if any, received for such shares. In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure (i) notice to the Company of any disposition of the shares of Common Stock acquired upon exercise of the option within the time periods described above, and (ii) that, if necessary, all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Employee, are withheld or collected from the Employee.

15. Governing Law . This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

IN WITNESS WHEREOF, the Company and the Employee have caused this Agreement to be executed on the date set forth opposite the respective signatures. It is further understood that the date of grant may differ from the date of signature.

Dated as of:			Christopher & Banks Corporation

			By:

			Its:


Dated as of:			Employee



			Address:

SCHEDULE I

Date of Exercise	No. of Shares Purchased	Balance of Option Shares	Authorized Signature	Notation Date

SUBSCRIPTION FORM FOR EXERCISE

(To be executed by the holder desiring to

exercise the right to purchase shares

subject to the within option)


Name (Please print in block letters)


Street


City	State	Zip


(Please insert Social Security or other identifying number)

and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted in Schedule I thereof which is delivered herewith.

Date:
			Signature

Exhibit 10.17

STOCK OPTION AGREEMENT

Pursuant to

CHRISTOPHER & BANKS CORP.

2005 Stock Incentive Plan

(Nonqualified Stock Option)

Name of Employee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:

This STOCK OPTION AGREEMENT (the “Agreement”) made as of between Christopher & Banks Corp. (the “Company”) and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of an option pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

1. Grant of Option: In accordance with Plan, the Company hereby grants to the Employee, subject to the terms and conditions of the Plan and this Agreement, the option to purchase from the Company an aggregate of shares of Common Stock ($.01 par value) of the Company at the purchase price of $ per share, such option to be exercisable as hereinafter provided.

2. Expiration Date : This option shall expire on (the “Expiration Date”).

3. Exercise of Option: Subject to Section 8 hereof, this option shall become exercisable with respect to % of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option ( ), and with respect to an additional % of such shares on each of the anniversary dates of the grant of this option.

all necessary transfer tax stamps affixed, any such shares so delivered to be deemed to have a value per share equal to the Fair Market Value of the shares on such date; (iii) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price; or (iv) by a combination of the methods described above, as determined by the Committee.

5. Option Nontransferable: This option is not transferable otherwise than by will or the law or descent or distribution and is exercisable during the Employee’s lifetime only by the Employee or his guardian or legal representative.

6. Rights as a Shareholder: The Employee shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to the Employee of a stock certificate for such shares, and no adjustment shall be made for any dividends or other rights if the record date of such dividends or other rights is prior to the date such stock certificate is issued.

7. General Restrictions:

Company and the New York Stock Exchange or any national securities exchange upon which the Common Stock is quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the requirement that if at any time the Committee shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon the New York Stock Exchange, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.

8. Termination of Employment:

apply for purposes of this Agreement. If the Employee’s employment is terminated as a result of the Employee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) or death, the option granted pursuant to this Agreement may be exercised by the Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death. If Employee’s employment is terminated for any reason other than cause, permanent and total disability or death, such option may be exercised within three months following the date of termination. Notwithstanding the preceding sentence, the Company may terminate and cancel such option during the three-month period referred to in the preceding sentence if the optionee engages in employment or activities contrary, in the opinion of the Company’s Board of Directors or the Committee, to the best interests of the Company or any subsidiary. Notwithstanding the foregoing, (i) the option granted pursuant to this Agreement shall not be exercisable after the expiration date of such option and (ii) such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.

employment for purposes of this Agreement shall be determined by the Committee in its sole discretion.

9. Adjustment of Shares:

10. No Employment Rights: Neither the Plan nor this option shall confer upon the Employee any right with respect to continuance of employment by the Company or any subsidiary nor shall they interfere in any way with the right of the Company or any subsidiary by which the Employee is employed to terminate the employment of the Employee at any time, with or without cause.

11. Plan Controls: The Employee hereby acknowledges receipt of a copy of the Plan and agrees to be bound by all of the terms and provisions thereof including any which may conflict with those contained in this Agreement. The Plan is hereby incorporated by reference into this Agreement, and this Agreement is subject in all respect to the terms and conditions of the Plan. In the event of any conflict between this Agreement and the Plan, the terms of the Plan shall control.

12. Notices: All notices to the Company shall be in writing and sent by certified or registered mail, postage prepaid, to the Company at its offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Employee in writing. All notices to the Employee shall be in writing and sent by certified or registered mail, postage prepaid, to the Employee at the address set forth on the signature page(s) hereof or such address as the Employee shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed.

13. Conflicts: As a condition to the granting of the option contained herein, the Employee agrees that any dispute or disagreement with respect to the Plan, this Agreement or such option shall be determined by the Committee in its sole discretion, and that any interpretation by the Committee of the terms of this Agreement shall be final, binding and conclusive. In the event of the institution of any legal proceedings directed to the validity of the Plan, or to any option granted under the Plan, the Company may, in its discretion and without incurring any liability to the Employee terminate this Agreement and/or the option granted pursuant to this Agreement.

14. Tax Treatment: Due to the complex nature of the tax laws, the Employee is urged to consult his personal tax advisor prior to exercising the option. THE CORPORATION

MAKES NO WARRANTIES OR REPRESENTATIONS WHATSOEVER TO THE EMPLOYEE REGARDING THE TAX CONSEQUENCES OF THIS GRANT, THE EXERCISE OF ANY OPTIONS OR ANY OTHER MATTER.

IN WITNESS WHEREOF, the Company and the Employee have caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. It is further understood that the Date of Grant may differ from the date of signature.

Dated as of :				Christopher & Banks Corp.

				By:

				Its:

Dated as of:				Employee



				Address:

SCHEDULE I

Date of Exercise	No. of Shares Purchased	Balance of Option Shares	Authorized Signature	Notation Date

SUBSCRIPTION FORM FOR EXERCISE

(To be executed by the holder desiring to

exercise the right to purchase shares

subject to the within option)


Name (Please print in block letters)


Street


City	State	Zip


(Please insert Social Security or other identifying number)

and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted in Schedule I thereof which is delivered herewith.

Date:
			Signature

Exhibit 10.18

STOCK OPTION AGREEMENT

(Nonqualified Stock Option)

Name of Employee:

Date of Grant:

Number of Shares:

Exercise Price Per Share:	$

This STOCK OPTION AGREEMENT (the “Agreement”) made as of between Christopher & Banks Corporation (the “Company”) and the above-named individual, an employee of the Company or one of its subsidiaries (the “Employee”), to record the granting of an option pursuant to the Company’s 2005 Stock Incentive Plan (the “Plan”). Except as otherwise defined herein, capitalized terms contained in this Agreement shall have the same meaning as set forth in the Plan.

2. Expiration Date : This option shall expire on (the “Expiration Date”).

This option may be partially exercised from time to time within such percentage limitations. This option may not be exercised after the Expiration Date. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of Common Stock. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of this Agreement shall be made available to the Company at the time of exercise for notation of any partial exercise. Notwithstanding the vesting schedule set forth in the first paragraph of this Section 3, effective

immediately prior to a Change in Control (as such term is defined in Section 10 of the Plan), this option, to the extent it shall not otherwise have become vested and exercisable, shall automatically become fully and immediately vested and exercisable.

4. Payment of Option Price : On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made (i) in cash or by cash equivalent acceptable to the Committee; (ii) by delivery of shares of Common Stock held by the Employee for more than six (6) months (or such period as the Committee may deem appropriate, for accounting purposes or otherwise) and registered in the name of the Employee, duly assigned to the Company with the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, any such shares so delivered to be deemed to have a value per share equal to the Fair Market Value of the shares on such date; (iii) through an open-market, broker-assisted sales transaction pursuant to which the Company is promptly delivered the amount of proceeds necessary to satisfy the exercise price; or (iv) by a combination of the methods described above, as determined by the Committee.

8. Termination of Employment :

(1) The option granted pursuant to this Agreement shall terminate immediately upon the termination of the Employee’s employment by the Company or any subsidiary for “cause” as that term is defined in the Plan unless the Employee is a party to an employment (or similar) agreement with the Company or any subsidiary that defines the word “cause,” in which case such definition shall apply for purposes of this Agreement. If the Employee’s employment is terminated as a result of the Employee’s permanent and total disability (within the meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended) or death, the option granted pursuant to this Agreement may be exercised by the Employee’s legal representative, heir or devisee, as appropriate within one year from the date of disability or death. If the Employee’s employment is terminated for any reason other than cause, permanent and total disability or death, such option may be exercised within ninety (90) days following the date of termination. Notwithstanding the preceding sentence, the Company may terminate and cancel such option during the ninety (90) day period referred to in the preceding sentence if the Company’s Board of Directors or the Committee has determined that the Employee has, before or after the termination of employment, materially breached the terms of any agreement with the Company including any employment, confidentiality, or noncompete agreement, violated in a material way any Company policy or engaged in any other act that can be reasonably expected to cause substantial economic or reputational injury to the Company. Notwithstanding the foregoing, (i) the option granted pursuant to this Agreement shall not be exercisable after the expiration date of such option and (ii) such option (or any portion thereof) which is not exercisable on the date of termination of employment shall not be exercisable thereafter without the consent of the Committee.

9. Adjustment of Shares :

Common Stock covered hereby would have been changed or for which such Common Stock would have been exchanged had such Common Stock been outstanding at the time.

14. Tax Matters :

(2) In order to comply with all applicable federal or state income tax laws or regulations, the Company may take such action as it deems appropriate to ensure that all applicable federal or state payroll, withholding, income or other taxes, which are the sole and absolute responsibility of the Employee, are withheld or collected from the Employee. In accordance with the terms of the Plan, and such rules as may be adopted by the Committee under

the Plan, the Employee may elect to satisfy the Employee’s federal and state income tax withholding obligations arising from the exercise of the option by (i) delivering cash, a check (bank check, certified check or personal check) or a money order payable to the Company on or before the option exercise date, (ii) having the Company withhold a portion of the shares of Common Stock otherwise to be delivered upon exercise of the option having a Fair Market Value equal to the amount of such taxes, (iii) delivering to the Company on or before the option exercise date shares of Common Stock already owned by the Employee having a Fair Market Value equal to the amount of such taxes, or (iv) a combination of the methods described above, as determined by the Committee. The Company will not deliver any fractional share of Common Stock but will pay, in lieu thereof, the Fair Market Value of such fractional share. The Employee’s election regarding satisfaction of federal and state income tax withholding obligations must be made on or before the option exercise date.

15. Governing Law : This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to the principles of conflicts of laws.

Dated as of:			Christopher & Banks Corporation

			By:

			Its:


Dated as of:			Employee



			Address:

SCHEDULE I

Date of Exercise	No. of Shares Purchased	Balance of Option Shares	Authorized Signature	Notation Date

SUBSCRIPTION FORM FOR EXERCISE

(To be executed by the holder desiring to

exercise the right to purchase shares

subject to the within option)


Name (Please print in block letters)


Street


City	State	Zip


(Please insert Social Security or other identifying number)

and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted in Schedule I thereof which is delivered herewith.

Date:
			Signature

Exhibit 10.48

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

BY AND BETWEEN

CHRISTOPHER & BANKS COMPANY AND
CHRISTOPHER & BANKS SERVICES COMPANY,

CHRISTOPHER & BANKS, INC.,
AND

WELLS FARGO BANK, NATIONAL ASSOCIATION

Acting through its WELLS FARGO BUSINESS CREDIT operating division

Dated November 4, 2005

TABLE OF CONTENTS

ARTICLE I — DEFINITIONS		1

Section 1.1	Definitions	1
Section 1.2	Other Definitional Terms; Rules of Interpretation	9

ARTICLE II — AMOUNT AND TERMS OF THE CREDIT FACILITY		9

Section 2.1	Revolving Advances	9
Section 2.2	Procedures for Requesting Advances	10
Section 2.3	Letters of Credit	10
Section 2.4	Special Account	11
Section 2.5	Interest; Default Interest Rate; Application of Payments; Participations; Usury	11
Section 2.6	Fees	12
Section 2.7	Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees	14
Section 2.8	Lockbox and Collateral Account; Sweep of Funds	15
Section 2.9	Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of the Credit Facility by the Borrower	15
Section 2.10	Mandatory Prepayment	16
Section 2.11	Revolving Advances to Pay Obligations	16
Section 2.12	Use of Proceeds	16
Section 2.14	Liability Records	16

ARTICLE III — SECURITY INTEREST; OCCUPANCY; SETOFF		16

Section 3.1	Grant of Security Interest	16
Section 3.2	Notification of Account Debtors and Other Obligors	17
Section 3.3	Assignment of Insurance	17
Section 3.4	Occupancy	17
Section 3.5	License	18
Section 3.6	Financing Statement	18
Section 3.7	Setoff	19
Section 3.8	Collateral	19

ARTICLE IV — CONDITIONS OF LENDING		19

Section 4.1	Conditions Precedent to the Initial Advances and Letter of Credit	19
Section 4.2	Conditions Precedent to All Advances and Letters of Credit	21

ARTICLE V — REPRESENTATIONS AND WARRANTIES		22

Section 5.1	Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number	22

Section 5.2	Capitalization	22
Section 5.3	Authorization of Borrowing; No Conflict as to Law or Agreements	22
Section 5.4	Legal Agreements	22
Section 5.5	Subsidiaries	23
Section 5.6	Financial Condition; No Adverse Change	23
Section 5.7	Litigation	23
Section 5.8	Regulation U	23
Section 5.9	Taxes	23
Section 5.10	Titles and Liens	23
Section 5.11	Intellectual Property Rights	23
Section 5.12	Plans	24
Section 5.13	Default	24
Section 5.14	Environmental Matters	24
Section 5.15	Submissions to Lender	25
Section 5.16	Financing Statements	25
Section 5.17	Rights to Payment	25

ARTICLE VI — COVENANTS		26

Section 6.1	Reporting Requirements	26
Section 6.2	Financial Covenants	28
Section 6.3	Permitted Liens; Financing Statements	29
Section 6.4	Indebtedness	30
Section 6.5	Guaranties	30
Section 6.6	Investments and Subsidiaries	31
Section 6.7	Dividends and Distributions	31
Section 6.8	Books and Records; Collateral Examination; Inspection and Appraisals	31
Section 6.9	Account Verification	32
Section 6.10	Compliance with Laws	32
Section 6.11	Payment of Taxes and Other Claims	33
Section 6.12	Maintenance of Properties	33
Section 6.13	Insurance	33
Section 6.14	Preservation of Existence	34
Section 6.15	Delivery of Instruments, etc.	34
Section 6.16	Sale or Transfer of Assets; Suspension of Business Operations	34
Section 6.17	Consolidation and Merger; Asset Acquisitions	34
Section 6.18	Sale and Leaseback	35
Section 6.19	Restrictions on Nature of Business	35
Section 6.20	Accounting	36
Section 6.21	Plans	36
Section 6.22	Place of Business; Name	36
Section 6.23	Constituent Documents; S Corporation Status	36
Section 6.24	Performance by the Lender	36

ARTICLE VII — EVENTS OF DEFAULT, RIGHTS AND REMEDIES		38

Section 7.1	Events of Default	37
Section 7.2	Rights and Remedies	39
Section 7.3	Certain Notices	40

ARTICLE VIII — MISCELLANEOUS		40

Section 8.1	No Waiver; Cumulative Remedies; Compliance with Laws	40
Section 8.2	Amendments, Etc.	40
Section 8.3	Notices; Communication of Confidential Information; Requests for Accounting	40
Section 8.4	Further Documents	41
Section 8.5	Costs and Expenses	41
Section 8.6	Indemnity	41
Section 8.7	Participants	42
Section 8.8	Execution in Counterparts; Telefacsimile Execution	42
Section 8.9	Retention of Borrower’s Records	42
Section 8.10	Binding Effect; Assignment; Complete Agreement; Sharing Information	42
Section 8.11	Severability of Provisions	43
Section 8.12	Headings	43
Section 8.13	Governing Law; Jurisdiction, Venue; Waiver of Jury Trial	43
Section 8.14	Confidentiality	43

iii

AMENDED AND RESTATED CREDIT AND SECURITY AGREEMENT

Dated as of November 4, 2005

Christopher & Banks, Inc., Christopher & Banks Company and Christopher & Banks Services Company, each a Minnesota corporation (jointly and severally, the “Borrower” and each a “Borrower” as the context requires), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”) entered into that certain Amended and Restated Revolving Credit and Security Agreement dated March 15, 1999 (the “1999 Credit Agreement”). The Borrower and the Lender, through its WELLS FARGO BUSINESS CREDIT operating division, wish to extend the term of the 1999 Credit Agreement, increase the amount of the revolving credit commitment thereunder and make certain other changes in the terms and conditions under which the Lender provides to the Borrower the revolving credit commitment. In order to accomplish the foregoing, the parties have agreed to execute and deliver this Amended and Restated Credit and Security Agreement.

The parties hereby agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1 Definitions . Except as otherwise expressly provided in this Agreement, the following terms shall have the meanings given them in this Section:

“Accounts” shall have the meaning given it under the UCC.

“Advance” means a Revolving Advance.

“Affiliate” or “Affiliates” means Christopher & Banks, Inc., Christopher & Banks Company and Christopher & Banks Services Company, and any other Person controlled by, controlling or under common control with the Borrower, including any Subsidiary of the Borrower. For purposes of this definition, “control,” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

“Aggregate Outstanding” means the sum of the outstanding principal balance of the Revolving Note and the L/C Amount.”

“Agreement” means this Amended and Restated Credit and Security Agreement.

“Availability” means the amount, if any, by which the Borrowing Base exceeds the sum of (i) the outstanding principal balance of the Revolving Note and (ii) the L/C Amount.

“Borrowing Base” means at any time the lesser of:

(a) The Maximum Line Amount; or

(b) Subject to change from time to time in the Lender’s sole discretion with prior written or telefacsimile notice to the Borrower, the sum of

(i) either (A) between June 1 and August 31 in any year, and so long as there are no outstanding Advances, 80% of Eligible Inventory, or (B) at all other times, 70% of Eligible Inventory; plus

(ii) 50% of Eligible In-Transit Inventory; less

(iii) Obligations that the Borrower owes to the Lender that have not yet been advanced on the Revolving Note, and the dollar amount that the Lender in its discretion believes are a reasonable determination of the Borrower’s credit exposure with respect to Wells Fargo Affiliate Obligations.

“Business Day” means a day on which the Federal Reserve Bank of New York is open for business.

“Capital Expenditures” means for a period, any expenditure of money during such period for the purchase or construction of assets, or for improvements or additions thereto, which are capitalized on the Borrower’s balance sheet.

“Cash Flow” means, for any period of determination, Net Income, plus depreciation and amortization, plus any Interest Expense that is accrued but not paid currently, minus Capital Expenditures to the extent such Capital Expenditures are paid in cash, minus all scheduled repayment of principal on Debt (whether or not actually paid), minus all funds expended for the repurchase, redemption or retirement of the Guarantor’s issued and outstanding capital stock to the extent permitted hereunder, minus cash stock dividends, all as determined in accordance with GAAP on a consolidated basis.

“Collateral” means all of the Borrower’s Equipment, General Intangibles, Inventory, letter-of-credit rights, letters of credit, all sums on deposit in any Collateral Account, and any items in any Lockbox; together with (i) all substitutions and replacements for and products of any of the foregoing; (ii) in the case of all goods, all accessions; (iii) all accessories, attachments, parts, equipment and repairs now or hereafter attached or affixed to or used in connection with any goods; (iv) all warehouse receipts, bills of lading and other documents of title now or hereafter covering such goods; (v) all collateral subject to the Lien of any Security Document; (vi) all sums on deposit in the Special Account; (vii) proceeds of any and all of the foregoing; and (viii) all of the foregoing, whether now owned or existing or hereafter acquired or arising or in which the Borrower now has or hereafter acquires any rights.

“Collateral Account” means the “Lender Account” as defined in the Wholesale Lockbox and Collection Account Agreement.

“Commercial Letter of Credit Agreement” means an agreement governing the issuance of documentary letters of credit by the Lender, entered into between the Borrower as applicant and the Lender as issuer.

“Commitment” means the Lender’s commitment to make Advances to and to issue Letters of Credit for the account of, the Borrower.

“Constituent Documents” means with respect to any Person, as applicable, such Person’s certificate of incorporation, articles of incorporation, by-laws, certificate of formation, articles of organization, limited liability company agreement, management agreement, operating agreement, shareholder agreement, partnership agreement or similar document or agreement governing such Person’s existence, organization or management or concerning disposition of ownership interests of such Person or voting rights among such Person’s owners.

“Credit Facility” means the credit facility under which Revolving Advances and Letters of Credit may be made available to the Borrower by the Lender under Article II.

“Cut-off Time” means 1:00 p.m. Minneapolis, Minnesota time.

“Debt” means of a Person as of a given date, all items of indebtedness or liability which in accordance with GAAP would be included in determining total liabilities as shown on the liabilities side of a balance sheet for such Person and shall also include the aggregate payments required to be made by such Person at any time under any lease that is considered a capitalized lease under GAAP.

“Default” means an event that, with giving of notice or passage of time or both, would constitute an Event of Default.

“Default Period” means any period of time beginning on the day a Default or Event of Default occurs and ending on the date identified by the Lender in writing as the date that such Default or Event of Default has been cured or waived.

“Default Rate” means an annual interest rate in effect during a Default Period or following the Termination Date, which interest rate shall be equal to two percent (2.0%) over the applicable Floating Rate, as such rate may change from time to time.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time.

“ERISA Affiliate” means any trade or business (whether or not incorporated) that is a member of a group which includes the Borrower and which is treated as a single employer under Section 414 of the IRC.

“Eligible In-Transit Inventory” means Eligible Inventory that is in-transit and backed by a documentary Letter of Credit issued by the Lender.

“Eligible Inventory” means all Inventory of the Borrower, valued at the lower of cost or market in accordance with GAAP; but excluding any Inventory having any of the following characteristics:

(i) Inventory that is: in-transit (except for Eligible In-Transit Inventory); located at any warehouse, job site or other premises not approved by the Lender in writing; not subject to a duly perfected first priority security interest in the Lender’s favor; subject to any lien or encumbrance that is subordinate to the Lender’s first priority security interest; covered by any negotiable or non-negotiable warehouse receipt, bill of lading or other document of title; on consignment from any Person; on consignment to any Person or subject to any bailment unless such consignee or bailee has executed an agreement with the Lender;

(ii) Supplies, packaging, parts or sample Inventory, or customer supplied parts or Inventory;

(iii) Work-in-process Inventory;

(iv) Inventory that is damaged, defective, obsolete, slow moving (that is, over four months old), or not currently saleable in the normal course of the Borrower’s operations;

(v) Inventory that the Borrower has returned, has attempted to return, is in the process of returning or intends to return to the vendor thereof;

(vi) Inventory that is perishable or live;

(vii) Inventory manufactured by the Borrower pursuant to a license unless the applicable licensor has agreed in writing to permit the Lender to exercise its rights and remedies against such Inventory;

(viii) Inventory that is subject to a Lien in favor of any Person other than the Lender;

(ix) Inventory otherwise deemed ineligible by the Lender in its sole discretion.

“Environmental Law” means any federal, state, local or other governmental statute, regulation, law or ordinance dealing with the protection of human health and the environment.

“Equipment” means all of the Borrower’s equipment, as such term is defined in the UCC, whether now owned or hereafter acquired, including all present and future machinery, vehicles, furniture, fixtures, manufacturing equipment, shop equipment, office and recordkeeping equipment, parts, tools, supplies, and including specifically the goods described in any equipment schedule or list herewith or hereafter furnished to the Lender by the Borrower.

“Event of Default” is defined in Section 7.1.

“Financial Covenants” means the covenants set forth in Section 6.2.

“Floating Rate” means an annual interest rate equal to the sum of the Prime Rate plus one-quarter percent (0.25%), which interest rate shall change when and as the Prime Rate changes.

“Floating Rate Advance” means an Advance bearing interest at the Floating Rate.

“Funding Date” is defined in Section 2.1.

“GAAP” means generally accepted accounting principles, applied on a basis consistent with the accounting practices applied in the financial statements described in Section 5.6.

“General Intangibles” shall have the meaning given it under the UCC.

“Guarantor(s)” means Christopher & Banks Corporation and any other Person now or in the future guaranteeing the Obligations.

“Guarantor Security Agreement” means the security agreement of even date executed by Guarantor in favor of the Lender.

“Guaranty” means each unconditional continuing guaranty or unconditional continuing guaranty by corporation executed by a Guarantor in favor of the Lender (collectively, the “Guaranties”)

“Hazardous Substances” means pollutants, contaminants, hazardous substances, hazardous wastes, petroleum and fractions thereof, and all other chemicals, wastes, substances and materials listed in, regulated by or identified in any Environmental Law.

“Indemnified Liabilities” is defined in Section 8.6

“Indemnitees” is defined in Section 8.6.

“Interest Expense” means, for the fiscal year-to-date period, the Borrower’s total gross interest expense during such period (excluding interest income), and shall in any event include, without limitation, (i) interest expensed (whether or not paid) on all Debt, (ii) the amortization of debt discounts, (iii) the amortization of all fees payable in connection with the incurrence of Debt to the extent included in interest expense, and (iv) the portion of any capitalized lease obligation allocable to interest expense.

“IRC” means the Internal Revenue Code of 1986, as amended from time to time.

“Infringement” or “Infringing” when used with respect to Intellectual Property Rights means any material infringement or other material violation of Intellectual Property Rights.

“Intellectual Property Rights” means all actual or prospective rights arising in connection with any intellectual property or other proprietary rights, including all rights arising in connection with copyrights, patents, service marks, trade dress, trade secrets, trademarks, trade names or mask works.

“Interest Payment Date” is defined in Section 2.7(a).

“Inventory” shall have the meaning given it under the UCC.

“Inventory Turns Ratio” means, for any period, the product obtained by dividing the total net sales for the prior 12-month period by the average month-end retail value of all Inventory for the same 12-month period, all as determined in accordance with GAAP.

“L/C Amount” means the sum of (i) the aggregate face amount of any issued and outstanding Letters of Credit and (ii) the unpaid amount of the Obligation of Reimbursement.

“L/C Application” means an application for the issuance of standby or documentary letters of credit pursuant to the terms of a Standby Letter of Credit Agreement or a Commercial Letter of Credit Agreement, in form acceptable to the Lender.

“Letter of Credit” is defined in 2.3(a).

“Licensed Intellectual Property” is defined in Section 5.11(c) .

“Lien” means any security interest, mortgage, deed of trust, pledge, lien, charge, encumbrance, title retention agreement or analogous instrument or device, including the interest of each lessor under any capitalized lease and the interest of any bondsman under any payment or performance bond, in, of or on any assets or properties of a Person, whether now owned or subsequently acquired and whether arising by agreement or operation of law.

“Loan Documents” means this Agreement, the Revolving Note, the Guaranty, any L/C Applications and the Security Documents, together with every other agreement, note, document, contract or instrument to which the Borrower now or in the future may be a party and which is required by the Lender.

“Lockbox” means “Lockbox” as defined in the Wholesale Lockbox and Collection Account Agreement.

“Maturity Date” means June 30, 2008.

“Maximum Line Amount” means $50,000,000 unless this amount is reduced pursuant to Section 2.9, in which event it means such lower amount.

“Multiemployer Plan” means a multiemployer plan (as defined in Section 4001(a)(3) of ERISA) to which the Borrower or any ERISA Affiliate contributes or is obligated to contribute.

“Net Cash Proceeds” means in connection with any asset sale, the cash proceeds (including any cash payments received by way of deferred payment whether pursuant to a note, installment receivable or otherwise, but only as and when actually received) from such asset sale, net of (i) attorneys’ fees, accountants’ fees, investment banking fees, brokerage commissions and amounts required to be applied to the repayment of any portion of the Debt secured by a Lien not prohibited hereunder on the asset which is the subject of such sale, and (ii) taxes paid or reasonably estimated to be payable as a result of such asset sale.

“Net Income” means fiscal year-to-date after-tax net income from continuing operations, but excluding extraordinary gains, all as determined in accordance with GAAP.

“Obligation of Reimbursement” means the obligation of the Borrower to reimburse the Lender pursuant to the terms of the Standby Letter of Credit Agreement or the Commercial Letter of Credit Agreement and any applicable L/C Application.

“Obligations” means the Revolving Note, the Obligation of Reimbursement and each and every other debt, liability and obligation of every type and description which the Borrower may now or at any time hereafter owe to the Lender, whether such debt, liability or obligation now exists or is hereafter created or incurred, whether it arises in a transaction involving the Lender alone or in a transaction involving other creditors of the Borrower, and whether it is direct or indirect, due or to become due, absolute or contingent, primary or secondary, liquidated or unliquidated, or sole, joint, several or joint and several, and including all indebtedness of the Borrower arising under any Loan Document or guaranty between the Borrower and the Lender, whether now in effect or subsequently entered into and all Wells Fargo Affiliate Obligations.

“Officer” means with respect to the Borrower, William J. Prange, Chief Executive Officer, Joseph E. Pennington, President and Chief Operating Officer and Andrew K. Moller, Chief Financial Officer, or their successors.

“OFAC” is defined in Section 6.10(c).

“Overadvance” means the amount, if any, by which the outstanding principal balance of the Revolving Note , plus the L/C Amount, is in excess of the then-existing Borrowing Base.

“Owned Intellectual Property” is defined in Section 5.11(a).

“Owner” means with respect to the Borrower, each Person having legal or beneficial title to an ownership interest in the Borrower or a right to acquire such an interest.

“Pension Plan” means a pension plan (as defined in Section 3(2) of ERISA) maintained for employees of the Borrower or any ERISA Affiliate and covered by Title IV of ERISA.

“Permitted Lien” and “Permitted Liens” are defined in Section 6.3(a) .

“Person” means any individual, corporation, partnership, joint venture, limited liability company, association, joint-stock company, trust, unincorporated organization or government or any agency or political subdivision thereof.

“Plan” means an employee benefit plan (as defined in Section 3(3) of ERISA) maintained for employees of the Borrower or any ERISA Affiliate.

“Premises” means all locations where the Borrower conducts its business or has any rights of possession, including the locations legally described in Exhibit C attached hereto.

“Prime Rate” means at any time the rate of interest most recently announced by the Lender at its principal office as its Prime Rate, with the understanding that the Prime Rate is one of the Lender’s base rates, and serves as the basis upon which effective rates of interest are calculated for those loans making reference thereto, and is evidenced by the recording thereof in such internal publication or publications as the Lender may designate. Each change in the rate of interest shall become effective on the date each Prime Rate change is announced by the Lender.

“Reportable Event” means a reportable event (as defined in Section 4043 of ERISA), other than an event for which the 30-day notice requirement under ERISA has been waived in regulations issued by the Pension Benefit Guaranty Corporation.

“Revolving Advance” is defined in Section 2.1.

“Revolving Note” means the Borrower’s revolving promissory note, payable to the order of the Lender in substantially the form of Exhibit A hereto, as same may be renewed and amended from time to time, and all replacements thereto.

“Security Documents” means this Agreement, the Wholesale Lockbox and Collection Account Agreement , the Guarantor Security Agreement, and any other document delivered to the Lender from time to time to secure the Obligations.

“Security Interest” is defined in Section 3.1.

“Special Account” means a specified cash collateral account maintained with Lender or another financial institution acceptable to the Lender in connection with Letters of Credit, as contemplated by Section 2.4.

“Standby Letter of Credit Agreement” means an agreement governing the issuance of standby letters of credit by Lender entered into between the Borrower as applicant and Lender as issuer.

“Subsidiary” means any Person of which more than 50% of the outstanding ownership interests having general voting power under ordinary circumstances to elect a majority of the board of directors or the equivalent of such Person, regardless of whether or not at the time ownership interests of any other class or classes shall have or might have voting power by reason of the happening of any contingency, is at the time directly or indirectly owned by the Borrower, by the Borrower and one or more other Subsidiaries, or by one or more other Subsidiaries.

“Termination Date” means the earliest of (i) the Maturity Date, (ii) the date the Borrower terminates the Credit Facility, or (iii) the date the Lender demands payment of the Obligations, following an Event of Default, pursuant to Section 7.2.

“UCC” means the Uniform Commercial Code in effect in the state designated in this Agreement as the state whose laws shall govern this Agreement, or in any other state whose laws are held to govern this Agreement or any portion of this Agreement.

“Wells Fargo Affiliate Obligations” means all obligations, liabilities, contingent reimbursement obligations, fees, and expenses owing by the Borrower or its Subsidiaries to any Person that is owned in material part by the Lender, and that relates to any service or facility extended to the Borrower or its Subsidiaries, including: (a) credit cards, (b) credit card processing services, (c) debit cards, and (d) purchase cards, as well as any other services or facilities from time to time specified by the Lender, whether direct or indirect, absolute or contingent, due or to become due, and whether existing now or in the future.

“Wholesale Lockbox and Collection Account Agreement” means the Wholesale Lockbox and Collection Account Agreement by and between the Borrower and the Lender dated the same date as this Agreement.

Section 1.2 Other Definitional Terms; Rules of Interpretation . The words “hereof”, “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All accounting terms not otherwise defined herein have the meanings assigned to them in accordance with GAAP. All terms defined in the UCC and not otherwise defined herein have the meanings assigned to them in the UCC. References to Articles, Sections, subsections, Exhibits, Schedules and the like, are to Articles, Sections and subsections of, or Exhibits or Schedules attached to, this Agreement unless otherwise expressly provided. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without limitation”. Unless the context in which used herein otherwise clearly requires, “or” has the inclusive meaning represented by the phrase “and/or”. Defined terms include in the singular number the plural and in the plural number the singular. Reference to any agreement (including the Loan Documents), document or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof (and, if applicable, in accordance with the terms hereof and the other Loan Documents), except where otherwise explicitly provided, and reference to any promissory note includes any promissory note which is an extension or renewal thereof or a substitute or replacement therefor. Reference to any law, rule, regulation, order, decree, requirement, policy, guideline, directive or interpretation means as amended, modified, codified, replaced or reenacted, in whole or in part, and in effect on the determination date, including rules and regulations promulgated thereunder.

ARTICLE II
AMOUNT AND TERMS OF THE CREDIT FACILITY

Section 2.1 Revolving Advances . The Lender agrees, subject to the terms and conditions of this Agreement, to make advances (“Revolving Advances”) to the Borrower from time to time from the date that all of the conditions set forth in 4.1 are satisfied (the “Funding Date”) to and until (but not including) the Termination Date in an amount not in excess of the Maximum Line Amount. The Lender shall have no obligation to make a Revolving Advance to the extent that the amount of the requested Revolving Advance exceeds Availability. The

Borrower’s obligation to pay the Revolving Advances shall be evidenced by the Revolving Note and shall be secured by the Collateral. Within the limits set forth in this Section 2.1, the Borrower may borrow, prepay pursuant to Section 2.9, and reborrow.

Section 2.2 Procedures for Requesting Advances . The Borrower shall comply with the following procedures in requesting Revolving Advances:

(a) Time for Requests . The Borrower shall request each Advance not later than the Cut-off Time on the Business Day on which the Advance is to be made . Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender, shall be in writing or by telephone or telecopy transmission, and shall be confirmed in writing by the Borrower if so requested by the Lender , by (i) an Officer of any Borrower; or (ii) a Person designated as any Borrower’s agent by an Officer of the Borrower in a writing delivered to the Lender; or (iii) a Person whom the Lender reasonably believes to be an Officer of any Borrower or such a designated agent . The Borrower shall repay all Advances even if the Lender does not receive such confirmation and even if the Person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

(b ) Disbursement . Upon fulfillment of the applicable conditions set forth in Article IV, the Lender shall disburse the proceeds of the requested Advance by crediting the same to the Borrower’s demand deposit account maintained with the Lender unless the Lender and the Borrower shall agree in writing to another manner of disbursement.

Section 2.3 Letters of Credit.

(a) The Lender agrees, subject to the terms and conditions of this Agreement, to issue, at any time after the Funding Date and prior to the Termination Date, one or more irrevocable standby or documentary letters of credit (each, a “Letter of Credit”) for the Borrower’s account. The Lender will not issue any Letter of Credit if the face amount of the Letter of Credit to be issued would exceed Availability.

Each Letter of Credit, if any, shall be issued pursuant to a separate L/C Application made by the Borrower to the Lender, which must be completed in a manner satisfactory to the Lender. The terms and conditions set forth in each such L/C Application shall supplement the terms and conditions of the Standby Letter of Credit Agreement or the Commercial Letter of Credit Agreement, as applicable.

(b) No Letter of Credit shall be issued with an expiration date later than one (1) year from the date of issuance or the Maturity Date in effect as of the date of issuance, whichever is earlier.

(c) Any request for issuance of a Letter of Credit shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the date of the request.

(d) If a draft is submitted under a Letter of Credit when the Borrower is unable, because a Default Period exists or for any other reason, to obtain a Revolving Advance to pay the Obligation of Reimbursement, the Borrower shall pay to the Lender on demand and in immediately available funds, the amount of the Obligation of Reimbursement together with interest, accrued from the date of the draft until payment in full at the Default Rate. Notwithstanding the Borrower’s inability to obtain a Revolving Advance for any reason, the Lender is irrevocably authorized, in its sole discretion, to make a Revolving Advance in an amount sufficient to discharge the Obligation of Reimbursement and all accrued but unpaid interest thereon.

Section 2.4 Special Account . If the Credit Facility is terminated for any reason while any Letter of Credit is outstanding, the Borrower shall thereupon pay the Lender in immediately available funds for deposit in the Special Account an amount equal to the L/C Amount plus any anticipated fees and costs. If the Borrower fails to promptly make any such payment in the amount required hereunder, then the Lender may make a Revolving Advance against the Credit Facility in an amount sufficient to fulfill this obligation and deposit the proceeds to the Special Account. The Special Account shall be an interest bearing account either maintained with the Lender or with a financial institution acceptable to the Lender. Any interest earned on amounts deposited in the Special Account shall be credited to the Special Account. The Lender may apply amounts on deposit in the Special Account at any time or from time to time to the Obligations in the Lender’s sole discretion. The Borrower may not withdraw any amounts on deposit in the Special Account as long as the Lender maintains a security interest therein. The Lender agrees to transfer any balance in the Special Account to the Borrower when the Lender is required to release its security interest in the Special Account under applicable law.

Section 2.5 Interest; Default Interest Rate; Application of Payments; Participations; Usury.

(a) Interest . Except as provided in Section 2.5(b) and Section 2.5(e), the principal amount of each Advance shall bear interest at the Floating Rate.

(b) Default Interest Rate . At any time during any Default Period, in the Lender’s sole discretion and without waiving any of its other rights or remedies, the principal of the Revolving Note shall bear interest at the Default Rate or such lesser rate as the Lender may determine, effective for any periods designated by the Lender from time-to-time during the Default Period. The decision of the Lender to impose a rate that is less than the Default Rate or to not impose the Default Rate for the entire duration of the Default Period shall be made by the Lender in its sole discretion and shall not be a waiver of any of its other rights and remedies, including its right to retroactively impose the full Default Rate for the entirety of any such Default Period or following the Termination Date.

(c) Application of Payments . Payments shall be applied to the Obligations on the Business Day of receipt by the Lender in the Lender’s general account.

(d) Participations . If any Person shall acquire a participation in the Advances or the Obligation of Reimbursement, the Borrower shall be obligated to the Lender to pay the full amount of all interest calculated under this Section 2.5, along with all other fees, charges and

other amounts due under this Agreement, regardless if such Person elects to accept interest with respect to its participation at a lower rate than that calculated under this Section 2.5, or otherwise elects to accept less than its prorata share of such fees, charges and other amounts due under this Agreement.

(e) Usury . In any event no rate change shall be put into effect that would result in a rate greater than the highest rate permitted by law. Notwithstanding anything to the contrary contained in any Loan Document, all agreements which either now are or which shall become agreements between the Borrower and the Lender are hereby limited so that in no contingency or event whatsoever shall the total liability for payments in the nature of interest, additional interest and other charges exceed the applicable limits imposed by any applicable usury laws. If any payments in the nature of interest, additional interest and other charges made under any Loan Document are held to be in excess of the limits imposed by any applicable usury laws, it is agreed that any such amount held to be in excess shall be considered payment of principal hereunder, and the indebtedness evidenced hereby shall be reduced by such amount so that the total liability for payments in the nature of interest, additional interest and other charges shall not exceed the applicable limits imposed by any applicable usury laws, in compliance with the desires of the Borrower and the Lender. This provision shall never be superseded or waived and shall control every other provision of the Loan Documents and all agreements between the Borrower and the Lender, or their successors and assigns.

Section 2.6 Fees .

(a) Facility Fees . Borrower shall pay to Lender a fee (the “Facility Fees”) in an amount equal to one-quarter of one percent (0.25%) per annum of an amount equal to the average daily difference between the Aggregate Outstanding and Five Million Dollars ($5,000,000). To the extent the Aggregate Outstanding exceeds Five Million Dollars ($5,000,000) but is less than Seven Million Five Hundred Thousand Dollars ($7,500,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Seven Million Five Hundred Thousand Dollars ($7,500,000). To the extent the Aggregate Outstanding exceeds Seven Million Five Hundred Thousand Dollars ($7,500,000) but is less than Ten Million Dollars ($10,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Ten Million Dollars ($10,000,000). To the extent the Aggregate Outstanding exceeds Ten Million Dollars ($10,000,000) but is less than Twelve Million Five Hundred Thousand Dollars ($12,500,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Twelve Million Five Hundred Thousand Dollars ($12,500,000). To the extent the Aggregate Outstanding exceeds Twelve Million Five Hundred Thousand Dollars ($12,500,000) but is less than Fifteen Million Dollars ($15,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Fifteen Million Dollars ($15,000,000). To the extent the Aggregate Outstanding exceeds Fifteen Million Dollars ($15,000,000) but is less than Eighteen Million Dollars ($18,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Eighteen Million Dollars ($18,000,000). To the extent the Aggregate

Outstanding exceeds Eighteen Million Dollars ($18,000,000) but is less than Twenty-One Million Five Hundred Thousand Dollars ($21,500,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Twenty-One Million Five Hundred Thousand Dollars ($21,500,000). To the extent the Aggregate Outstanding exceeds Twenty-One Million Five Hundred Thousand Dollars ($21,500,000) but is less than Twenty-Five Million Dollars ($25,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Twenty-Five Million ($25,000,000). To the extent the Aggregate Outstanding exceeds Twenty- Five Million Dollars ($25,000,000) but is less than Thirty Million Dollars ($30,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Thirty Million ($30,000,000). To the extent the Aggregate Outstanding exceeds Thirty Million Dollars ($30,000,000) but is less than Thirty-Five Million Dollars ($35,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Thirty-Five Million ($35,000,000). To the extent the Aggregate Outstanding exceeds Thirty-Five Million Dollars ($35,000,000) but is less than Forty Million Dollars ($40,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Forty Million ($40,000,000). To the extent the Aggregate Outstanding exceeds Forty Million Dollars ($40,000,000) but is less than Forty-Five Million Dollars ($45,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Forty-Five Million ($45,000,000). To the extent the Aggregate Outstanding exceeds Forty-Five Million Dollars ($45,000,000) but is less than Fifty Million Dollars ($50,000,000), the Facility Fees shall be determined on the average daily difference between such Aggregate Outstanding and Fifty Million ($50,000,000).

Such fee shall be calculated monthly and paid in arrears commencing on the first Banking Day of the month immediately following execution of this Agreement and continuing on the first Banking Day of each month thereafter until Lender’s commitment to extend the Credit has terminated pursuant to Section 2.9 or Section 7.2(a). Borrower hereby authorizes Lender to make an Advance, subject to Availability, in an amount equal to the Facility Fees then due and payable and apply the same to the Facility Fees due.

(b) Collateral Monitoring Fees . So long as no Event of Default has occurred and is continuing, Borrower shall pay to Lender a monthly collateral monitoring fee of Two Hundred Fifty Dollars ($250) (the “Collateral Monitoring Fee”). The monthly Collateral Monitoring Fee shall be paid in arrears on the first Banking Day of each month until all of the Obligations have been paid in full in money and the Commitment has been terminated. Borrower hereby authorized Lender to make an Advance, subject to Availability, in an amount equal to the Collateral Monitoring Fee then due and payable and apply the same to the Collateral Monitoring Fee due.

(c) Standby Letter of Credit Fees . The Borrower shall pay to the Lender a fee with respect to each standby Letter of Credit, if any, accruing on a daily basis and computed at an

annual rate of two and one-half percent (2.5%) of the aggregate amount that may then be drawn, assuming compliance with all conditions for drawing (the “Aggregate Face Amount”), from and including the date of issuance of such standby Letter of Credit until such date as such standby Letter of Credit shall terminate by its terms or be returned to the Lender, due and payable monthly in arrears on the first day of each month and on the date that the standby Letter of Credit shall terminate by its terms or be returned to the Lender; provided , however , effective as of the first day of the fiscal quarter in which any Default Period begins through the last day of such Default Period, or any shorter time period that the Lender may determine, in the Lender’s sole discretion and without waiving any of its other rights and remedies, such fee shall increase to four and one-half percent (4.5%) of the Aggregate Face Amount. The foregoing fee shall be in addition to any and all fees, commissions and charges imposed by Lender with respect to or in connection with such standby Letter of Credit.

(d) Documentary Letter of Credit Fees . The Borrower agrees to pay the Lender fees with respect to each documentary Letter of Credit in accordance with the negotiated fee schedule with respect to documentary Letters of Credit.

(e) Letter of Credit Administrative Fees . The Borrower shall pay all administrative fees charged by Lender in connection with the honoring of drafts under any Letter of Credit, amendments thereto, transfers thereof and all other activity with respect to the Letters of Credit at the then — current rates published by Lender for such services rendered on behalf of customers of Lender generally.

( f ) Other Fees and Charges; Payment of Fees . The Lender may from time to time impose additional fees and charges as consideration for Advances made in excess of Availability or for other events that constitute an Event of Default or a Default hereunder, including fees and charges for the administration of Collateral by the Lender, which may be assessed in the Lender’s sole discretion on either an hourly, periodic, or flat fee basis, and in lieu of or in addition to imposing interest at the Default Rate.

Section 2.7 Time for Interest Payments; Payment on Non-Business Days; Computation of Interest and Fees.

(a) Time For Interest Payments . Accrued and unpaid interest shall be due and payable on the first day of each month and on the Termination Date (each an “Interest Payment Date”), or if any such day is not a Business Day, on the next succeeding Business Day. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of advance to the Interest Payment Date. If an Interest Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day.

(b) Payment on Non-Business Days . Whenever any payment to be made hereunder shall be stated to be due on a day which is not a Business Day, such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation of interest on the Advances or the fees hereunder, as the case may be.

(c) Computation of Interest and Fees . Interest accruing on the outstanding principal balance of the Advances and fees hereunder outstanding from time to time shall be computed on the basis of actual number of days elapsed in a year of 360 days.

Section 2.8 Lockbox and Collateral Account; Sweep of Funds.

(a) Lockbox and Collateral Account .

(i) (A) At any time Revolving Advances are outstanding, or (B) at any time that a Default or Event of Default has occurred and is continuing, or (C) at any time that the Lender notifies the Borrower in writing that Lender deems the Collateral to be insufficient to support the Obligations of the Borrower, the Borrower shall deposit all checks, drafts, cash and other remittances in payment or as proceeds of, or on account of Collateral regardless of source or nature directly into the Collateral Account and, until so deposited, the Borrower shall hold all such payments and cash proceeds in trust for and as the property of the Lender and shall not commingle such property with any of its other funds or property. All deposits in the Collateral Account shall constitute proceeds of Collateral and shall not constitute payment of the Obligations.

(ii) All items deposited in the Collateral Account shall be subject to final payment. If any such item is returned uncollected, the Borrower will immediately pay the Lender, or, for items deposited in the Collateral Account, the bank maintaining such account, the amount of that item, or such bank at its discretion may charge any uncollected item to the Borrower’s commercial account or other account. The Borrower shall be liable as an endorser on all items deposited in the Collateral Account, whether or not in fact endorsed by the Borrower.

(b) Sweep of Funds . The Lender shall from time to time, in accordance with the Wholesale Lockbox and Collection Account Agreement, cause funds in the Collateral Account to be transferred to the Lender’s general account for payment of the Obligations. Amounts deposited in the Collateral Account shall not be subject to withdrawal by the Borrower, except after payment in full and discharge of all Obligations.

Section 2.9 Voluntary Prepayment; Reduction of the Maximum Line Amount; Termination of the Credit Facility by the Borrower . Except as otherwise provided herein, the Borrower may prepay the Advances and Obligation of Reimbursement in whole at any time or from time to time in part. The Borrower may terminate the Credit Facility or reduce the Maximum Line Amount at any time if it gives the Lender at least 45 days advance written notice prior to the proposed Termination Date. Any reduction in the Maximum Line Amount shall be in multiples of $100,000 and with a minimum reduction of at least $500,000 . If the Borrower terminates the Credit Facility or reduces the Maximum Line Amount to zero, all Obligations shall be due and payable on the effective date of the termination as stated in Borrower’s notice, and if the Borrower gives the Lender less than the required 45 days advance written notice, then the interest rate applicable to borrowings evidenced by Revolving Note shall be the Default Rate for the period of time commencing 45 days prior to the proposed Termination Date through the date that the Lender actually receives such written notice. If the Borrower does not wish the Lender to consider renewal of the Credit Facility on the next Maturity Date, then the Borrower

shall give the Lender at least 45 days written notice prior to the Maturity Date that it will not be requesting renewal. If the Borrower fails to give the Lender such timely notice, then the interest rate applicable to borrowings evidenced by the Revolving Note shall be the Default Rate for the period of time commencing 45 days prior to the Maturity Date through the date that the Lender actually receives such written notice. Upon termination of the Credit Facility and payment and performance of all Obligations, the Lender shall release or terminate the Security Interest and the Security Documents.

Section 2.10 Mandatory Prepayment . Without notice or demand, if the sum of the outstanding principal balance of the Revolving Advances plus the L/C Amount shall at any time exceed the Borrowing Base, the Borrower shall (i) first, immediately prepay the Revolving Advances to the extent necessary to eliminate such excess; and (ii) if prepayment in full of the Revolving Advances is insufficient to eliminate such excess, pay to the Lender in immediately available funds for deposit in the Special Account an amount equal to the remaining excess. Any payment received by the Lender hereunder or under Section 2.9 may be applied to the Obligations, in such order and in such amounts as the Lender in its sole discretion may determine from time to time.

Section 2.11 Revolving Advances to Pay Obligations . Notwithstanding the terms of Section 2.1, the Lender may, in its discretion at any time or from time to time, without the Borrower’s request and even if the conditions set forth in Section 4.2 would not be satisfied, make a Revolving Advance in an amount equal to the portion of the Obligations from time to time due and payable and may deliver the proceeds of any such Revolving Advance to any affiliate of the Lender in satisfaction of any Wells Fargo Affiliate Obligations.

Section 2.12 Use of Proceeds . The Borrower shall use the proceeds of Advances and each Letter of Credit for ordinary working capital and other general lawful corporate purposes.

Section 2.13 Liability Records . The Lender may maintain from time to time, at its discretion, records as to the Obligations. All entries made on any such record shall be presumed correct until the Borrower establishes the contrary. Upon the Lender’s demand, the Borrower will admit and certify in writing the exact principal balance of the Obligations that the Borrower then asserts to be outstanding. Any billing statement or accounting rendered by the Lender shall be conclusive and fully binding on the Borrower unless the Borrower gives the Lender specific written notice of exception within 45 days after receipt.

ARTICLE III
SECURITY INTEREST; OCCUPANCY; SETOFF

Section 3.1 Grant of Security Interest . The Borrower hereby pledges, assigns and grants to the Lender, for the benefit of itself and as agent for any affiliate of the Lender that may provide credit or services to the Borrower that constitute Wells Fargo Affiliate Obligations, a lien and security interest (collectively referred to as the “Security Interest”) in the Collateral, as security for the payment and performance of the Obligations. Upon request by the Lender, the Borrower will grant the Lender, for the benefit of itself and as agent for any affiliate of the Lender that may provide credit or services to the Borrower that constitute Wells Fargo Affiliate

Obligations, a security interest in all commercial tort claims that the Borrower may have against any Person. The security interests granted by the Borrower to the Lender under this Agreement are in addition to, and shall be consolidated with, the liens and security interests granted by the Borrower to the Lender under the 1999 Credit Agreement and any other prior security agreement, mortgage or other document, without affecting the lien, priority or effectiveness of those prior liens, security interests and agreements.

Section 3.2 Notification of Account Debtors and Other Obligors . The Lender may at any time during a Default Period notify any account debtor or other Person obligated to pay the amount due that such right to payment has been assigned or transferred to the Lender for security and shall be paid directly to the Lender. The Borrower will join in giving such notice if the Lender so requests. At any time after the Borrower or the Lender gives such notice to an account debtor or other obligor, after ten (10) days’ written notice to the Borrower, the Lender may, but need not, in the Lender’s name or in the Borrower’s name, demand, sue for, collect or receive any money or property at any time payable or receivable on account of, or securing, any such right to payment, or grant any extension to, make any compromise or settlement with or otherwise agree to waive, modify, amend or change the obligations (including collateral obligations) of any such account debtor or other obligor.

Section 3.3 Assignment of Insurance . As additional security for the payment and performance of the Obligations, the Borrower hereby assigns to the Lender any and all monies (including proceeds of insurance and refunds of unearned premiums) due or to become due under, and all other rights of the Borrower with respect to, any and all policies of insurance now or at any time hereafter covering the Collateral or any evidence thereof or any business records or valuable papers pertaining thereto, and the Borrower hereby directs the issuer of any such policy to pay all such monies directly to the Lender. At any time, whether or not a Default Period then exists, the Lender may (but need not), in the Lender’s name or in the Borrower’s name, execute and deliver proof of claim, receive all such monies, endorse checks and other instruments representing payment of such monies, and adjust, litigate, compromise or release any claim against the issuer of any such policy. Any monies received as payment for any loss under any insurance policy mentioned above (other than liability insurance policies) or as payment of any award or compensation for condemnation or taking by eminent domain, shall be paid over to the Lender to be applied, at the option of the Lender, either to the prepayment of the Obligations or shall be disbursed to the Borrower under staged payment terms reasonably satisfactory to the Lender for application to the cost of repairs, replacements, or restorations. Any such repairs, replacements, or restorations shall be effected with reasonable promptness and shall be of a value at least equal to the value of the items or property destroyed prior to such damage or destruction.

Section 3.4 Occupancy . (a) The Borrower hereby irrevocably grants to the Lender the right to take possession of the at any time during a Default Period notice .

(b) The Lender may use the Premises only to hold, process, sell, use, store, liquidate, realize upon or otherwise dispose of goods that are Collateral and for other purposes that the Lender may in good faith deem to be related or incidental purposes.

(c) The Lender’s right to use the Premises shall cease and terminate upon the earlier of (i) payment in full and discharge of all Obligations and termination of the Credit Facility, and (ii) final sale or disposition of all goods constituting Collateral and delivery of all such goods to purchasers.

(d) The Lender shall not be obligated to pay or account for any rent or other compensation for the occupancy or use of any of the Premises; provided , however , that if the Lender does pay or account for any rent or other compensation for the occupancy or use of any of the Premises, the Borrower shall reimburse the Lender promptly for the full amount thereof. In addition, the Borrower will pay, or reimburse the Lender for, all taxes, fees, duties, imposts, charges and expenses at any time incurred by or imposed upon the Lender by reason of the execution, delivery, existence, recordation, performance or enforcement of this Agreement or the provisions of this Section 3.4.

Section 3.5 License . Without limiting the generality of any other Security Document, the Borrower hereby grants to the Lender a non-exclusive, worldwide and royalty-free license to use or otherwise exploit all Intellectual Property Rights of the Borrower for the purpose of selling, leasing or otherwise disposing of any or all Collateral during any Default Period.

Section 3.6 Financing Statement . The Borrower authorizes the Lender to file from time to time, such financing statements against collateral described as “all personal property” or “all assets” or describing specific items of collateral including commercial tort claims as the Lender deems necessary or useful to perfect the Security Interest. All financing statements filed before the date hereof to perfect the Security Interest were authorized by the Borrower and are hereby re-authorized. A carbon, photographic or other reproduction of this Agreement or of any financing statements signed by the Borrower is sufficient as a financing statement and may be filed as a financing statement in any state to perfect the security interests granted hereby. For this purpose, the Borrower represents and warrants that the following information is true and correct:

Name and address of Debtors:

Christopher & Banks, Inc.

2400 Xenium Lane

Plymouth, Minnesota 55441

State Organizational Identification No. 1B-321

Christopher & Banks Company

2400 Xenium Lane

Plymouth, Minnesota 55441

State Organizational Identification No. 11X-528

Christopher & Banks Services Company

2400 Xenium Lane

Plymouth, Minnesota 55441

State Organizational Identification No. 1081636-2

Name and address of Secured Party:

Wells Fargo Business Credit

MAC 9312-040

Sixth & Marquette Street

Minneapolis, MN 55429

Section 3.7 Setoff . The Lender may at any time or from time to time, at its sole discretion and without demand and without notice to anyone, setoff any liability owed to the Borrower by the Lender, whether or not due, against any Obligation, whether or not due. In addition, each other Person holding a participating interest in any Obligations shall have the right to appropriate or setoff any deposit or other liability then owed by such Person to the Borrower, whether or not due, and apply the same to the payment of said participating interest, as fully as if such Person had lent directly to the Borrower the amount of such participating interest. Lender agrees to provide Borrower with prompt notice after exercising its rights under this Section 3.7.

Section 3.8 Collateral . This Agreement does not contemplate a sale of accounts, contract rights or chattel paper, and, as provided by law, the Borrower is entitled to any surplus and shall remain liable for any deficiency. The Lender’s duty of care with respect to Collateral in its possession (as imposed by law) shall be deemed fulfilled if it exercises reasonable care in physically keeping such Collateral, or in the case of Collateral in the custody or possession of a bailee or other third Person, exercises reasonable care in the selection of the bailee or other third Person, and the Lender need not otherwise preserve, protect, insure or care for any Collateral. The Lender shall not be obligated to preserve any rights the Borrower may have against prior parties, to realize on the Collateral at all or in any particular manner or order or to apply any cash proceeds of the Collateral in any particular order of application. The Lender has no obligation to clean up or otherwise prepare the Collateral for sale. The Borrower waives any right it may have to require the Lender to pursue any third Person for any of the Obligations.

ARTICLE IV
CONDITIONS OF LENDING

Section 4.1 Conditions Precedent to the Initial Advances and Letter of Credit . The Lender’s obligation to make the initial Advances or to cause any Letters of Credit to be issued shall be subject to the condition precedent that the Lender shall have received all of the following, each properly executed by the appropriate party and in form and substance satisfactory to the Lender:

(a) This Agreement.

(b) The Revolving Note.

(c) A Standby Letter of Credit Agreement and a Commercial Letter of Credit Agreement, and L/C Application for each Letter of Credit that the Borrower wishes to have issued thereunder.

(d) A complete and accurate list of all stores operated by the Borrower, with the following information for each such location: store number, address, and telephone number, name of landlord and, if applicable, property manager, together with such landlord’s and property manager’s address.

(e) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, in the case of any goods held by such Person for resale, (i) a consignee’s acknowledgment and waiver of Liens, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement against such Person and covering property similar to the Borrower’s other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party.

(f) An acknowledgment and waiver of Liens from each warehouse in which the Borrower is storing Inventory.

(g) A true and correct copy of any and all agreements pursuant to which the Borrower’s property is in the possession of any Person other than the Borrower, together with, (i) an acknowledgment and waiver of Liens from each subcontractor who has possession of the Borrower’s goods from time to time, (ii) UCC financing statements sufficient to protect the Borrower’s and the Lender’s interests in such goods, and (iii) UCC searches showing that no other secured party has filed a financing statement covering such Person’s property other than the Borrower, or if there exists any such secured party, evidence that each such secured party has received notice from the Borrower and the Lender sufficient to protect the Borrower’s and the Lender’s interests in the Borrower’s goods from any claim by such secured party.

(h) The Wholesale Lockbox and Collection Account Agreement.

(i) Current searches of appropriate filing offices showing that (i) no Liens have been filed and remain in effect against the Borrower except Permitted Liens or Liens held by Persons who have agreed in writing that upon receipt of proceeds of the initial Advances, they will satisfy, release or terminate such Liens in a manner satisfactory to the Lender, and (ii) the Lender has duly filed all financing statements necessary to perfect the Security Interest, to the extent the Security Interest is capable of being perfected by filing.

(j) A certificate of the Borrower’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Borrower’s Directors and, if required, Owners, authorizing the execution, delivery and performance of the Loan Documents, (ii) true, correct and complete copies of the Borrower’s Constituent Documents, and (iii) examples of the signatures of the Borrower’s Officers or agents authorized to execute and deliver the Loan Documents and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf.

(k) A current certificate issued by the Secretary of State of Minnesota , certifying that each Borrower is in compliance with all applicable organizational requirements of the State of Minnesota.

(l) Evidence that the Borrower is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary.

(m) A certificate of an Officer of the Borrower confirming, in his personal capacity, the representations and warranties set forth in Article V.

(n) Certificates of the insurance required hereunder, with all hazard insurance containing a lender’s loss payable endorsement in the Lender’s favor and with all liability insurance naming the Lender as an additional insured.

(o) The separate Guaranty of each Guarantor, pursuant to which each Guarantor unconditionally guarantees the full and prompt payment of all Obligations, together with the Guarantor Security Agreement.

(p) A certificate of the Guarantor’s Secretary or Assistant Secretary certifying that attached to such certificate are (i) the resolutions of the Guarantor’s Directors authorizing the execution, delivery and performance of the Loan Documents to which the Guarantor is a party, (ii) true, correct and complete copies of the Guarantor’s Constituent Documents, and (iii) examples of the signatures of the Guarantor’s Officers or agents authorized to execute and deliver the Loan Documents to which the Guarantor is a party and other instruments, agreements and certificates, including Advance requests, on the Borrower’s behalf.

(q) An opinion of counsel to each Borrower and the Guarantor, addressed to the Lender.

(r) Payment of the fees and commissions due under Section 2.6 through the date of the initial Advance or Letter of Credit and expenses incurred by the Lender through such date and required to be paid by the Borrower under Section 8.5, including all legal expenses incurred through the date of this Agreement.

(s) Such other documents as the Lender in its sole discretion may require.

Section 4.2 Conditions Precedent to All Advances and Letters of Credit . The Lender’s obligation to make each Advance or to cause the issuance of a Letter of Credit shall be subject to the further conditions precedent that:

(a) the representations and warranties contained in Article V are correct on and as of the date of such Advance or issuance of a Letter of Credit as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date; and

(b) no event has occurred and is continuing, or would result from such Advance or issuance of a Letter of Credit that constitutes a Default or an Event of Default.

ARTICLE V
REPRESENTATIONS AND WARRANTIES

Each Borrower each represents and warrants to the Lender as follows:

Section 5.1 Existence and Power; Name; Chief Executive Office; Inventory and Equipment Locations; Federal Employer Identification Number and Organizational Identification Number . The Borrower is a corporation duly organized, validly existing and in good standing under the laws of the State of Minnesota and is duly licensed or qualified to transact business in all jurisdictions where the character of the property owned or leased or the nature of the business transacted by it makes such licensing or qualification necessary. The Borrower has all requisite power and authority to conduct its business, to own its properties and to execute and deliver, and to perform all of its obligations under, the Loan Documents. During its existence, the Borrower has done business solely under the names set forth in Schedule 5.1. The Borrower’s chief executive office and principal place of business is located at the address set forth in Schedule 5.1, and all of the Borrower’s records relating to its business or the Collateral are kept at that location. All Inventory and Equipment is located at that location or at one of the other locations listed in Schedule 5.1. The Borrower’s federal employer identification number and organization identification number are correctly set forth in Section 3.6.

Section 5.2 Capitalization . There are no rights to acquire ownership interests which if fully exercised would cause such Person to hold more than five percent (5%) of all ownership interests of the Borrower on a fully diluted basis.

Section 5.3 Authorization of Borrowing; No Conflict as to Law or Agreements . The execution, delivery and performance by the Borrower of the Loan Documents and the borrowings from time to time hereunder have been duly authorized by all necessary corporate action and do not and will not (i) require any consent or approval of the Borrower’s Owners; (ii) require any authorization, consent or approval by, or registration, declaration or filing with, or notice to, any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, or any third party, except such authorization, consent, approval, registration, declaration, filing or notice as has been obtained, accomplished or given prior to the date hereof; (iii) violate any provision of any law, rule or regulation (including Regulation X of the Board of Governors of the Federal Reserve System) or of any order, writ, injunction or decree presently in effect having applicability to the Borrower or of the Borrower’s Constituent Documents; (iv) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other material agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected; or (v) result in, or require, the creation or imposition of any Lien (other than the Security Interest) upon or with respect to any of the properties now owned or hereafter acquired by the Borrower.

Section 5.4 Legal Agreements . This Agreement constitutes and, upon due execution by the Borrower, the other Loan Documents will constitute the legal, valid and binding obligations of the Borrower, enforceable against the Borrower in accordance with their respective terms.

Section 5.5 Subsidiaries . Christopher & Banks, Inc. has one Subsidiary, Christopher & Banks Company. Christopher & Banks Company has one Subsidiary, Christopher & Banks Services Company. There are no rights to acquire ownership interests which if fully exercised would cause such Person to hold more than five percent (5%) of all ownership interests of the Borrower on a fully diluted basis. Borrower will provide Lender not less than thirty (30) days’ notice prior to the creation of any new Subsidiary, provided further that such Subsidiary shall immediately execute and deliver to Lender a guaranty in favor of the Lender, in form and substance satisfactory to the Lender, guaranteeing the Obligations of the Borrower, or, at Lender’s discretion, such Subsidiary shall become a Borrower.

Section 5.6 Financial Condition; No Adverse Change . The Borrower has furnished to the Lender its audited financial statements for its fiscal year ended February 26, 2005, and unaudited financial statements for the fiscal-year-to-date period ended August 27, 2005, and those statements fairly present the Borrower’s financial condition on the dates thereof and the results of its operations and cash flows for the periods then ended and were prepared in accordance with GAAP. Since the date of the most recent financial statements, there has been no material adverse change in the Borrower’s business, properties or condition (financial or otherwise).

Section 5.7 Litigation . There are no actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Affiliates or the properties of the Borrower or any of its Affiliates before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower or any of its Affiliates, would have a material adverse effect on the financial condition, properties or operations of the Borrower or any of its Affiliates.

Section 5.8 Regulation U . The Borrower is not engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation U of the Board of Governors of the Federal Reserve System), and no part of the proceeds of any Advance will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock.

Section 5.9 Taxes . The Borrower and its Affiliates have paid or caused to be paid to the proper authorities when due all federal, state and local taxes required to be withheld by each of them. The Borrower and its Affiliates have filed all federal, state and local tax returns which to the knowledge of the Officers of the Borrower or any Affiliate, as the case may be, are required to be filed, and the Borrower and its Affiliates have paid or caused to be paid to the respective taxing authorities all taxes as shown on said returns or on any assessment received by any of them to the extent such taxes have become due.

Section 5.10 Titles and Liens . The Borrower has good and marketable title to all Collateral free and clear of all Liens other than Permitted Liens. No financing statement naming the Borrower as debtor is on file in any office except to perfect only Permitted Liens.

Section 5.11 Intellectual Property Rights . Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the

Borrower is the owner of record (the “Owned Intellectual Property”). Except as disclosed on Schedule 5.11, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to sue a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

Section 5.12 Plans . Except as disclosed to the Lender in writing prior to the date hereof, neither the Borrower nor any ERISA Affiliate (i) maintains or has maintained any Pension Plan, (ii) contributes or has contributed to any Multiemployer Plan or (iii) provides or has provided post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required under Section 601 of ERISA, Section 4980B of the IRC or applicable state law). Neither the Borrower nor any ERISA Affiliate has received any notice or has any knowledge to the effect that it is not in full compliance with any of the requirements of ERISA, the IRC or applicable state law with respect to any Plan. No Reportable Event exists in connection with any Pension Plan. Each Plan that is intended to qualify under the IRC is so qualified, and no fact or circumstance exists which may have an adverse effect on the Plan’s tax-qualified status. Neither the Borrower nor any ERISA Affiliate has (i) any accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the IRC) under any Plan, whether or not waived, (ii) any liability under Section 4201 or 4243 of ERISA for any withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan or (iii) any liability or knowledge of any facts or circumstances which could result in any liability to the Pension Benefit Guaranty Corporation, the Internal Revenue Service, the Department of Labor or any participant in connection with any Plan (other than routine claims for benefits under the Plan).

Section 5.13 Default . The Borrower is in compliance with all provisions of all agreements, instruments, decrees and orders to which it is a party or by which it or its property is bound or affected, the breach or default of which could have a material adverse effect on the Borrower’s financial condition, properties or operations.

Section 5.14 Environmental Matters .

(a) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, (i) there are not present in, on or under the Borrower’s headquarters at 2400 Xenium Lane North, Plymouth, Minnesota any Hazardous Substances in such form or quantity as to create any material liability or obligation for either the Borrower or the Lender under the common law of any jurisdiction or under any Environmental Law, and (ii) no Hazardous Substances have ever been stored, buried, spilled, leaked, discharged, emitted or released in, on or under the Borrower’s headquarters at 2400 Xenium Lane North, Plymouth, Minnesota in such a way as to create any such material liability.

(b) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, the Borrower has not disposed of Hazardous Substances in such a manner as to create any material liability under any Environmental Law.

(c) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, there are no threatened or impending requests, claims, notices, investigations, demands, administrative proceedings, hearings or litigation relating in any way to the Borrower’s headquarters at 2400 Xenium Lane North, Plymouth, Minnesota or the Borrower, alleging material liability under, violation of, or noncompliance with any Environmental Law or any license, permit or other authorization issued pursuant thereto.

(d) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, the Borrower’s businesses are and have in the past always been conducted in accordance with all Environmental Laws and all licenses, permits and other authorizations required pursuant to any Environmental Law and necessary for the lawful and efficient operation of such businesses are in the Borrower’s possession and are in full force and effect, nor has the Borrower been denied insurance on grounds related to potential environmental liability. No permit required under any Environmental Law is scheduled to expire within 12 months and there is no threat that any such permit will be withdrawn, terminated, limited or materially changed.

(e) Except as disclosed on Schedule 5.14, to the best of Borrower’s knowledge, the Borrower’s headquarters at 2400 Xenium Lane North, Plymouth, Minnesota has not and has never been listed on the National Priorities List, the Comprehensive Environmental Response, Compensation and Liability Information System or any similar federal, state or local list, schedule, log, inventory or database.

(f) The Borrower has delivered to the Lender all environmental assessments, audits, reports, permits, licenses and other documents describing or relating in any way to the Borrower’s headquarters at 2400 Xenium Lane North, Plymouth, Minnesota or the Borrower’s businesses.

Section 5.15 Submissions to Lender . All financial and other information provided to the Lender by or on behalf of the Borrower in connection with the Borrower’s request for the credit facilities contemplated hereby (i) is true and correct in all material respects, (ii) does not omit any material fact necessary to make such information not misleading and, (iii) as to projections, valuations or proforma financial statements, presents a good faith opinion as to such projections, valuations and proforma condition and results.

Section 5.16 Financing Statements . The Borrower has authorized the filing of financing statements sufficient when filed to perfect the Security Interest and the other security interests created by the Security Documents. When such financing statements are filed in the offices noted therein, the Lender will have a valid and perfected security interest in all Collateral that is capable of being perfected by filing financing statements. None of the Collateral is or will become a fixture on real estate, unless a sufficient fixture filing is in effect with respect thereto.

Section 5.17 Rights to Payment . Each right to payment and each instrument, document, chattel paper and other agreement constituting or evidencing Collateral is (or, in the case of all future Collateral, will be when arising or issued) the valid, genuine and legally enforceable obligation, subject to no defense, setoff or counterclaim, of the account debtor or other obligor named therein or in the Borrower’s records pertaining thereto as being obligated to pay such obligation.

ARTICLE VI
COVENANTS

So long as the Obligations shall remain unpaid, or the Credit Facility shall remain outstanding, the Borrower will comply with the following requirements, unless the Lender shall otherwise consent in writing:

Section 6.1 Reporting Requirements. The Borrower will deliver, or cause to be delivered, to the Lender each of the following, which shall be in form and detail acceptable to the Lender, provided that all financial statements required to be submitted by the Borrower shall be submitted on an unconsolidated basis as well as on a consolidated basis including Borrower and Guarantor:

(a) Annual Financial Statements . As soon as available, and in any event within 120 days after the end of each fiscal year of the Borrower, the Borrower’s audited financial statements with the unqualified opinion of independent certified public accountants selected by the Borrower and acceptable to the Lender, which annual financial statements shall include the Borrower’s balance sheet as at the end of such fiscal year and the related statements of the Borrower’s income, retained earnings and cash flows for the fiscal year then ended, prepared, if the Lender so requests, on a consolidating and consolidated basis to include any Affiliates, all in reasonable detail and prepared in accordance with GAAP, together with (i) copies of all management letters prepared by such accountants; and (ii) a certificate of the Borrower’s chief financial officer stating that such financial statements have been prepared in accordance with GAAP, fairly represent the Borrower’s financial position and the results of its operations, and whether or not such Officer has knowledge of the occurrence of any Default or Event of Default and, if so, stating in reasonable detail the facts with respect thereto.

(b) Monthly Financial Statements . As soon as available and in any event within 20 days after the end of each month, the unaudited/internal balance sheet and statements of income and retained earnings of the Borrower as at the end of and for such month and for the year to date period then ended, prepared, if the Lender so requests, on a consolidating and consolidated basis to include any Affiliates, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance with GAAP, subject to year-end audit adjustments and which fairly represent the Borrower’s financial position and the results of its operations; and accompanied by a certificate of the Borrower’s chief financial officer, substantially in the form of Exhibit B hereto stating (i) that such financial statements have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly represent the Borrower’s financial position and the results of its operations, (ii) whether or not such Officer has knowledge of the occurrence of any Default or Event of Default not theretofore reported and remedied and, if so, stating in reasonable detail the facts with respect thereto, and (iii) all relevant facts in reasonable detail to evidence, and the computations as to, whether or not the Borrower is in compliance with the Financial Covenants.

(c) Collateral Reports . Within twenty (20) days after the end of each moth or more frequently if the Lender so requires, agings of the Borrower’s accounts receivable and its accounts payable, and within fifteen (15) days after the end of each month, an inventory

certification report, and a calculation of the Borrower’s Accounts, Inventory, Eligible Inventory and Eligible In-Transit Inventory as of each month, or more frequently as the Lender requires.

(d) Projections . No later than forty-five (45) days after the last day of each fiscal year, the Borrower’s projected balance sheets, income statements, statements of cash flow and projected Availability for each month of the succeeding fiscal year, each in reasonable detail. Such items will be certified by the Officer who is the Borrower’s chief financial officer as being the most accurate projections available and identical to the projections used by the Borrower for internal planning purposes and be delivered with a statement of underlying assumptions and such supporting schedules and information as the Lender may in its discretion require.

(e) Litigation . Immediately after the commencement thereof, notice in writing of all litigation and of all proceedings before any governmental or regulatory agency affecting the Borrower (i) of the type described in Section 5.14(c) or (ii) which seek a monetary recovery against the Borrower in excess of $500,000.

(f) Defaults . When any Officer of the Borrower becomes aware of the occurrence of any Default or Event of Default, and no later than five (5) business days after such Officer becomes aware of such Default or Event of Default, notice of such occurrence, together with a detailed statement by a responsible Officer of the Borrower of the steps being taken by the Borrower to cure the effect thereof.

(g) Plans . As soon as possible, and in any event within 30 days after the Borrower knows or has reason to know that any Reportable Event with respect to any Pension Plan has occurred, a statement signed by the Officer who is the Borrower’s chief financial officer setting forth details as to such Reportable Event and the action which the Borrower proposes to take with respect thereto, together with a copy of the notice of such Reportable Event to the Pension Benefit Guaranty Corporation. As soon as possible, and in any event within 10 days after the Borrower fails to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the IRC, the Borrower will deliver to the Lender a statement signed by the Officer who is the Borrower’s chief financial officer setting forth details as to such failure and the action which the Borrower proposes to take with respect thereto, together with a copy of any notice of such failure required to be provided to the Pension Benefit Guaranty Corporation. As soon as possible, and in any event within ten days after the Borrower knows or has reason to know that it has or is reasonably expected to have any liability under Sections 4201 or 4243 of ERISA for any withdrawal, partial withdrawal, reorganization or other event under any Multiemployer Plan, the Borrower will deliver to the Lender a statement of the Borrower’s chief financial officer setting forth details as to such liability and the action which the Borrower proposes to take with respect thereto.

(h) Officers . Promptly upon knowledge thereof, notice of the termination of employment of William Prange, Chief Executive Officer of Christopher & Banks, Inc., Joseph Pennington, President of Christopher & Banks, Inc., or Andrew Moller, Chief Financial Officer of Christopher & Banks, Inc.

(i) Collateral . Promptly upon knowledge thereof, notice of any loss of or material damage to any Collateral or of any substantial adverse change in any Collateral or the prospect of payment thereof.

(j) Commercial Tort Claims . Promptly upon knowledge thereof, notice of any commercial tort claims it may bring against any Person, including the name and address of each defendant, a summary of the facts, an estimate of the Borrower’s damages, copies of any complaint or demand letter submitted by the Borrower, and such other information as the Lender may request.

(k) Intellectual Property .

(i) 30 days prior written notice of Borrower’s intent to acquire material Intellectual Property Rights; except for transfers permitted under Section 6.16, the Borrower will give the Lender 30 days prior written notice of its intent to dispose of material Intellectual Property Rights and upon request shall provide the Lender with copies of all proposed documents and agreements concerning such rights.

(ii) Promptly upon knowledge thereof, notice of (A) any Infringement of its Intellectual Property Rights by others, (B) claims that the Borrower is Infringing another Person’s Intellectual Property Rights and (C) any threatened cancellation, termination or material limitation of its Intellectual Property Rights.

(iii) Promptly upon receipt, copies of all material registrations and filings with respect to its Intellectual Property Rights.

(l) Reports to Shareholders . Promptly upon their distribution, copies of all financial statements, reports and proxy statements which the Guarantor shall have sent to its shareholders.

(m) SEC Filings . If Lender so requests, promptly after the sending or filing thereof, copies of all regular and periodic reports which the Guarantor shall file with the Securities and Exchange Commission or any national securities exchange.

(n) Violations of Law . Promptly upon knowledge thereof, notice of the Borrower’s violation of any law, rule or regulation, the non-compliance with which could materially and adversely affect the financial condition, properties or operations of the Borrower.

(o) Other Reports . From time to time, with reasonable promptness, any and all receivables schedules, inventory reports, collection reports , deposit records, equipment schedules, copies of invoices to account debtors and such other material, reports, records or information as the Lender may request.

Section 6.2 Financial Covenants . The following financial covenants shall be calculated on a consolidated basis including the Borrower and the Guarantor:

(a) Minimum Cash Flow; Minimum Cash on Hand. The Borrower will maintain on a rolling twelve-month basis, determined as at the end of each fiscal quarter, Cash Flow at or above $0. Notwithstanding the foregoing, in the event the Borrower fails to maintain the

required level of Cash Flow set forth in the foregoing sentence, such failure will not constitute an Event of Default hereunder if the sum of Borrower’s cash, cash equivalents and short-term investments (as determined in accordance with GAAP) as of the end of such measurement prior equals or exceeds the following amounts during the periods set forth opposite such amounts:

Period	Minimum Cash, Cash Equivalents and Short-Term Investments

End of first fiscal quarter	$	20,000,000

End of second fiscal quarter	$	15,000,000

End of third fiscal quarter	$	10,000,000

End of fourth fiscal quarter	$	25,000,000

(b) Minimum Inventory Turns Ratio . The Borrower will maintain, on a rolling twelve-month basis, determined as at the end of each fiscal quarter, an Inventory Turns Ratio of not less than 3.0 to 1.0.

Section 6.3 Permitted Liens; Financing Statements .

(a) The Borrower will not create, incur or suffer to exist any Lien upon or of any of its assets, now owned or hereafter acquired, to secure any indebtedness; excluding , however , from the operation of the foregoing, the following (each a “Permitted Lien”; collectively, “Permitted Liens”):

(i) In the case of any of the Borrower’s property which is not Collateral, covenants, restrictions, rights, easements and minor irregularities in title which do not materially interfere with the Borrower’s business or operations as presently conducted;

(ii) Liens in existence on the date hereof and listed in Schedule 6.3 hereto, securing indebtedness for borrowed money permitted under Section 6.4;

(iii) The Security Interest and Liens created by the Security Documents and other liens in favor of the Lender or the Lender’s affiliates;

(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;

(v) mortgages, pledges, liens or security interests in that certain real property located at 2400 Xenium Lane North, Plymouth, Minnesota, provided, however, that Borrower shall have obtained the prior written consent of Lender, which consent shall not be unreasonably withheld, and provided that there is not an Event of Default;

(vi) Liens on property or assets acquired pursuant to a permitted acquisition under Section 6.17 provided that such Liens do not attach to any other asset of the Borrower or any of its Subsidiaries;

(vii) Liens in favor of customs and revenue authorities arising as a matter of law to secure payment of customs duties in connection with the importation of goods;

(viii) Liens encumbering leasehold improvements and fixtures granted in favor of Borrower’s landlords pursuant to leases;

(ix) inchoate Liens for taxes, assessments or governmental charges or levies not yet due or Liens for taxes, assessments or governmental charges or levies being contested in good faith and by appropriate proceedings for which adequate reserves have been established in accordance with GAAP; and

(x) Liens in respect of property or assets of any Borrower imposed by law, which were incurred in the ordinary course of business and do not secure Indebtedness for borrowed money, such as carriers’, warehousemen’s, materialmen’s and mechanics’ liens and other similar Liens arising in the ordinary course of business, and (i) which do not in the aggregate materially detract from the value of any of Borrower’s property or assets or materially impair the use thereof in the operation of the business of Borrower or (ii) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien.

(b) The Borrower will not amend any financing statements in favor of the Lender except as permitted by law. Any authorization by the Lender to any Person to amend financing statements in favor of the Lender shall be in writing.

Section 6.4 Indebtedness . The Borrower will not incur, create, assume or permit to exist any indebtedness or liability on account of deposits or advances or any indebtedness for borrowed money or letters of credit issued on the Borrower’s behalf, or any other indebtedness or liability evidenced by notes, bonds, debentures or similar obligations, except:

(a) Indebtedness arising hereunder;

(b) Indebtedness of the Borrower in existence on the date hereof and listed in Schedule 6.4 hereto;

(d) Trade debt owed to vendors incurred in the ordinary course of business.

Section 6.5 Guaranties . The Borrower will not assume, guarantee, endorse or otherwise become directly or contingently liable in connection with any obligations of any other Person, except:

(a) The endorsement of negotiable instruments by the Borrower for deposit or collection or similar transactions in the ordinary course of business; and

(b) Guaranties, endorsements and other direct or contingent liabilities in connection with the obligations of other Persons, in existence on the date hereof and listed in Schedule 6.4 hereto.

Section 6.6 Investments and Subsidiaries . The Borrower will not make or permit to exist any loans or advances to, or make any investment or acquire any interest whatsoever in, any other Person or Affiliate, including any partnership or joint venture, nor purchase or hold beneficially any stock or other securities or evidence of indebtedness of any other Person or Affiliate, except:

(a) Investments in direct obligations of the United States of America or any agency or instrumentality thereof whose obligations constitute full faith and credit obligations of the United States of America having a maturity of one year or less, commercial paper issued by U.S. corporations rated “A-1” or “A-2” by Standard & Poor’s Ratings Services or “P-1” or “P-2” by Moody’s Investors Service, tax advantaged securities having a maturity of three (3) years or less issued by a municipality rated “A” by at least two rating agencies, corporate debt having a maturity of two (2) years or less rated “A” by at least two rating agencies, money market funds, repurchase agreements with a maturity of seven (7) days or less or certificates of deposit or bankers’ acceptances having a maturity of one year or less issued by members of the Federal Reserve System having deposits in excess of $100,000,000 (which certificates of deposit or bankers’ acceptances are fully insured by the Federal Deposit Insurance Corporation);

(b) Travel advances not exceeding at any one time an aggregate of $50,000; and

(d) Current investments in the Subsidiaries in existence on the date hereof and listed in Schedule 5.5 hereto.

Borrower may create additional Subsidiaries provided that Borrower will provide Lender thirty (30) days notice prior to the creation of any Subsidiary; provided further that such Subsidiary shall immediately execute and deliver to the Lender a counterpart of this Agreement and become a Borrower.

Section 6.7 Dividends and Distributions . So long as no Event of Default exists or will occur as a result thereof, the Borrower may declare and pay dividends on its capital stock.

Section 6.8 Books and Records; Collateral Examination, Inspection and Appraisals .

(a) The Borrower will keep accurate books of record and account for itself pertaining to the Collateral and pertaining to the Borrower’s business and financial condition and such other matters as the Lender may from time to time request in which true and complete entries will be made in accordance with GAAP and, upon the Lender’s request, will permit any officer, employee, attorney, accountant or other agent of the Lender to audit, review, make extracts from

or copy any and all company and financial books and records of the Borrower at all times during ordinary business hours, to send and discuss with account debtors and other obligors requests for verification of amounts owed to the Borrower, and to discuss the Borrower’s affairs with any of its senior offices and independent accountants.

(b) Upon two (2) Banking Days’ notice to the Borrower, the Borrower will permit the Lender or its employees, accountants, attorneys or agents, to examine and inspect any Collateral or any other property of the Borrower at any time during ordinary business hours; provided, however, that if the Lender reasonably believes that a Default or an Event of Default may have occurred, Lender shall not be required to give prior notice of such inspections. For purposes of this subsection (c), visits by employees or agents of Lender to stores operated by Borrower shall not be deemed to be inspections requiring prior notice so long as such visits are conducted during normal business hours.

(c) The Lender may also obtain during the continuance of a Default or an Event of Default, obtain at the Borrower’s expense an appraisal of Inventory by an appraiser acceptable to the Lender in its sole discretion.

Section 6.9 Account Verification .

(a) During any Default Period, the Lender or its agent may at any time and from time to time send or require the Borrower to send requests for verification of accounts or notices of assignment to account debtors and other obligors. At any time during any Default Period, the Lender or its agent may also at any time and from time to time telephone account debtors and other obligors to verify accounts.

(b) The Borrower shall pay when due each account payable due to a Person holding a Permitted Lien (as a result of such payable) on any Collateral.

Section 6.10 Compliance with Laws .

(a) The Borrower shall (i) comply with the requirements of applicable laws and regulations, the non-compliance with which would materially and adversely affect its business or its financial condition and (ii) use and keep the Collateral, and require that others use and keep the Collateral, only for lawful purposes, without violation of any federal, state or local law, statute or ordinance.

(b) Without limiting the foregoing undertakings, the Borrower specifically agrees that it will comply with all applicable Environmental Laws and obtain and comply with all permits, licenses and similar approvals required by any Environmental Laws, and will not generate, use, transport, treat, store or dispose of any Hazardous Substances in such a manner as to create any material liability or obligation under the common law of any jurisdiction or any Environmental Law.

(c) The Borrower shall (i) ensure that no Owner shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the Office of Foreign Assets Control (“OFAC”), the Department of the Treasury or included in any Executive Orders, (ii) not use or permit the use of the proceeds of the Credit Facility or any other financial

accommodation from the Lender to violate any of the foreign asset control regulations of OFAC or other applicable law, (iii) comply with all applicable Bank Secrecy Act laws and regulations, as amended from time to time, and (iv) otherwise comply with the USA Patriot Act as required by federal law and the Lender’s policies and practices.

Section 6.11 Payment of Taxes and Other Claims . The Borrower will pay or discharge, when due, (a) all taxes, assessments and governmental charges levied or imposed upon it or upon its income or profits, upon any properties belonging to it (including the Collateral) or upon or against the creation, perfection or continuance of the Security Interest, prior to the date on which penalties attach thereto, (b) all federal, state and local taxes required to be withheld by it, and (c) all lawful claims for labor, materials and supplies which, if unpaid, might by law become a Lien upon any properties of the Borrower; provided, that the Borrower shall not be required to pay any such tax, assessment, charge or claim whose amount, applicability or validity is being contested in good faith by appropriate proceedings and for which proper reserves have been made.

Section 6.12 Maintenance of Properties .

(a) The Borrower will keep and maintain the Collateral and all of its other properties necessary or useful in its business in good condition, repair and working order (normal wear and tear excepted) and will from time to time replace or repair any worn, defective or broken parts; provided , however , that nothing in this covenant shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties if such discontinuance is, in the Borrower’s judgment, desirable in the conduct of the Borrower’s business and not disadvantageous in any material respect to the Lender. The Borrower will take all commercially reasonable steps necessary to protect and maintain its Intellectual Property Rights.

(b) The Borrower will defend the Collateral against all Liens, claims or demands of all Persons (other than the Lender) claiming the Collateral or any interest therein. The Borrower will keep all Collateral free and clear of all Liens except Permitted Liens. The Borrower will take all commercially reasonable steps necessary to prosecute any Person Infringing its Intellectual Property Rights and to defend itself against any Person accusing it of Infringing any Person’s Intellectual Property Rights.

Section 6.13 Insurance . The Borrower will obtain and at all times maintain insurance with insurers acceptable to the Lender, in such amounts, on such terms (including any deductibles) and against such risks as may from time to time be required by the Lender, but in all events in such amounts and against such risks as is usually carried by companies engaged in similar business and owning similar properties in the same general areas in which the Borrower operates. Without limiting the generality of the foregoing, the Borrower will at all times maintain business interruption insurance for its headquarters at 2400 Xenium Lane North, Plymouth, Minnesota, including coverage for force majeure and keep all tangible Collateral insured against risks of fire (including so-called extended coverage), theft, collision (for Collateral consisting of motor vehicles) and such other risks and in such amounts as the Lender may reasonably request, with any loss payable to the Lender to the extent of its interest, and all policies of such insurance shall contain a lender’s loss payable endorsement for the Lender’s

benefit. All policies of liability insurance required hereunder shall name the Lender as an additional insured.

Section 6.14 Preservation of Existence . The Borrower will preserve and maintain its existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business and shall conduct its business in an orderly, efficient and regular manner.

Section 6.15 Delivery of Instruments, etc . Upon request by the Lender, the Borrower will promptly deliver to the Lender in pledge all instruments, documents and chattel paper constituting Collateral, duly endorsed or assigned by the Borrower.

Section 6.16 Sale or Transfer of Assets; Suspension of Business Operations . The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations, without the prior written consent of the Lender. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that (i) the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business and (ii) the Borrower may enter into intracompany transfers. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.

Section 6.17 Consolidation and Merger; Asset Acquisitions . Neither a Borrower nor the Guarantor will consolidate with or merge into any Person, or permit any other Person to merge into it, acquire (in a transaction analogous in purpose or effect to a consolidation or merger) all or substantially all the assets of any other Person unless:

(a) the corporation formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged (if the Borrower or the Guarantor is not the surviving entity) or the Person that acquires by conveyance or transfer all or substantially all of the properties and assets of the Borrower or the Guarantor, as the case may be, (i) shall be a corporation organized and existing under the laws of the Unites States of America or any State or the District of Columbia, (ii) shall expressly assume by an amendment to or restatement of this Agreement, or the Guaranty, as applicable, the performance of every covenant of this Agreement on the part of the Borrower or of the Guaranty on the part the Guarantor to be performed or observed and (iii) if such corporation is a holding company with a significant portion of its operations conducted and assets held by one or more subsidiaries, shall provide for guaranties from such subsidiaries on substantially the same terms and conditions as are set forth in the Guaranty;

(b) immediately after giving effect to such transaction, no Event of Default, and no event that, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing;

(c) immediately after giving effect to such transaction, the corporation formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged or the Person that acquired by conveyance or transfer all or substantially of the properties and assets of the Borrower or the Guarantor, as the case may be, shall have a tangible net worth of not less than the consolidated tangible net worth of the Borrower and Guarantor immediately preceding such transaction;

(d) the Borrower and the Guarantor have delivered to the Lender an officer’s certificate and opinion of counsel (which opinion may rely, as to factual matters, upon a certificate of an executive officer of the Borrower or the Guarantor) stating that such consolidation , merger conveyance or transfer and such amendment or restatement complies with this Section 6.17 and that all conditions precedent herein relating to such transaction have been complied with; and

(e) such merger, consolidation or sale has been approved prior to the transaction in writing by the Lender.

Upon any consolidation or merger of the Borrower or the Guarantor into another entity, or any conveyance or transfer of all or substantially all of the properties and assets of the Borrower or the Guarantor in accordance herewith, the successor entity formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged or to which such conveyance or transfer is made shall succeed to, and be substituted for, and may exercise every right and power of the Borrower under this Agreement with the same effect as if such successor entity had been named as the Borrower herein.

Any Borrower may acquire another Person or substantially all the assets of another Person so long as the cash consideration for such acquisition does not exceed $20,000,000 for all such transactions in any fiscal year of the Borrowers; and further provided that immediately after giving effect to such transaction, (i) no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing and (ii) the Borrowers’ actual amount of aggregate cash and marketable securities that are permitted investments under Section 6.6 as of the measurement date immediately following such transaction, shall not be less than 60% of the aggregate of such items set forth in the Borrowers’ projections delivered to Lender for the applicable period.

Section 6.18 Sale and Leaseback . The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred; provided, however, that the Borrower may enter into such transaction with respect to the real property on which its headquarters is presently located and with respect to any personal property related thereto.

Section 6.19 Restrictions on Nature of Business . Without the advance written consent of the Lender, which consent shall not be unreasonably withheld, the Borrower will not engage in any line of business except for retail and direct apparel and accessory sales and will not purchase, lease or otherwise acquire assets not related to its business.

Section 6.20 Accounting . The Borrower will not adopt any material change in accounting principles other than as required by GAAP. The Borrower will not adopt, permit or consent to any change in its fiscal year unless such change is made in accordance with GAAP and all applicable tax laws and regulations.

Section 6.21 Plans . Unless disclosed to the Lender pursuant to Section 5.12, neither the Borrower nor any ERISA Affiliate will (i) adopt, create, assume or become a party to any Pension Plan, (ii) incur any obligation to contribute to any Multiemployer Plan, (iii) incur any obligation to provide post-retirement medical or insurance benefits with respect to employees or former employees (other than benefits required by law) or (iv) amend any Plan in a manner that would materially increase its funding obligations.

Section 6.22 Place of Business; Name . The Borrower will not transfer its chief executive office or principal place of business. The Borrower will not permit any tangible Collateral or any records pertaining to the Collateral to be located in any state or area in which, in the event of such location, a financing statement covering such Collateral would be required to be, but has not in fact been, filed in order to perfect the Security Interest. The Borrower will not change its name or jurisdiction of organization without the prior written consent of Lender, which consent shall not be unreasonably withheld.

Section 6.23 Constituent Documents; S Corporation Status . The Borrower will not amend its Constituent Documents in a manner adverse to the interests of Lender or become an S Corporation.

Section 6.24 Performance by the Lender . If the Borrower at any time fails to perform or observe any of the foregoing covenants contained in this Article VI or elsewhere herein, and if such failure shall continue for a period of ten calendar days after the Lender gives the Borrower written notice thereof (or in the case of the agreements contained in Section 6.11 and Section 6.13, immediately upon the occurrence of such failure, without notice or lapse of time), the Lender may, but need not, perform or observe such covenant on behalf and in the name, place and stead of the Borrower (or, at the Lender’s option, in the Lender’s name) and may, but need not, take any and all other actions which the Lender may reasonably deem necessary to cure or correct such failure (including the payment of taxes, the satisfaction of Liens, the performance of obligations owed to account debtors or other obligors, the procurement and maintenance of insurance, the execution of assignments, security agreements and financing statements, and the endorsement of instruments); and the Borrower shall thereupon pay to the Lender on demand the amount of all monies expended and all costs and expenses (including reasonable attorneys’ fees and legal expenses) incurred by the Lender in connection with or as a result of the performance or observance of such agreements or the taking of such action by the Lender, together with interest thereon from the date expended or incurred at the Default Rate. To facilitate the Lender’s performance or observance of such covenants of the Borrower, the Borrower hereby irrevocably appoints the Lender, or the Lender’s delegate, acting alone, as the Borrower’s

attorney in fact (which appointment is coupled with an interest) with the right (but not the duty) from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of the Borrower any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and other agreements and writings required to be obtained, executed, delivered or endorsed by the Borrower hereunder.

ARTICLE VII
EVENTS OF DEFAULT, RIGHTS AND REMEDIES

Section 7.1 Events of Default . “Event of Default”, wherever used herein, means any one of the following events:

(a) Default in the payment of any Obligations when they become due and payable,;

(b) Failure to pay when due any amount specified in Section 2.3 relating to the Borrower’s Obligation of Reimbursement, or failure to pay immediately when due or upon termination of the Credit Facility any amounts required to be paid for deposit in the Special Account under Section 2.4;

(c) An Overadvance arises as the result of any reduction in the Borrowing Base, or arises in any manner on terms not otherwise approved of in advance by the Lender in writing;

(d) Any Financial Covenant shall become inapplicable due to the lapse of time and the failure to amend any such covenant to cover future periods;

(e) The Borrower or any Guarantor shall be or become insolvent, or admit in writing its or his inability to pay its or his debts as they mature, or make an assignment for the benefit of creditors; or the Borrower or any Guarantor shall apply for or consent to the appointment of any receiver, trustee, or similar officer for it or him or for all or any substantial part of its or his property; or such receiver, trustee or similar officer shall be appointed without the application or consent of the Borrower or such Guarantor, as the case may be; or the Borrower or any Guarantor shall institute (by petition, application, answer, consent or otherwise) any bankruptcy, insolvency, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding relating to it under the laws of any jurisdiction; or any such proceeding shall be instituted (by petition, application or otherwise) against the Borrower or any such Guarantor; or any judgment, writ, warrant of attachment or execution or similar process shall be issued or levied against a substantial part of the property of the Borrower or any Guarantor;

(f) A petition shall be filed by or against the Borrower or any Guarantor under the United States Bankruptcy Code naming the Borrower or such Guarantor as debtor;

(g) Any representation or warranty made by the Borrower in this Agreement, by any Guarantor in any Guaranty delivered to the Lender, or by the Borrower (or any of its Officers) or any Guarantor in any agreement, certificate, instrument or financial statement or other statement contemplated by or made or delivered pursuant to or in connection with this Agreement or any such guaranty shall prove to have been incorrect in any material respect when deemed to be effective;

(h) The rendering against the Borrower of an arbitration award, final judgment, decree or order for the payment of money in excess of $1,000,000 and the continuance of such arbitration award, judgment, decree or order unsatisfied and in effect for any period of 30 consecutive days without a stay of execution;

(i) A default under any bond, debenture, note or other evidence of material indebtedness of the Borrower owed to any Person other than the Lender, or under any indenture or other instrument under which any such evidence of indebtedness has been issued or by which it is governed, or under any material lease or other contract, and the expiration of the applicable period of grace, if any, specified in such evidence of indebtedness, indenture, other instrument, lease or contract;

(j) Any Reportable Event, which the Lender determines in good faith might constitute grounds for the termination of any Pension Plan or for the appointment by the appropriate United States District Court of a trustee to administer any Pension Plan, shall have occurred and be continuing 30 days after written notice to such effect shall have been given to the Borrower by the Lender; or a trustee shall have been appointed by an appropriate United States District Court to administer any Pension Plan; or the Pension Benefit Guaranty Corporation shall have instituted proceedings to terminate any Pension Plan or to appoint a trustee to administer any Pension Plan; or the Borrower or any ERISA Affiliate shall have filed for a distress termination of any Pension Plan under Title IV of ERISA; or the Borrower or any ERISA Affiliate shall have failed to make any quarterly contribution required with respect to any Pension Plan under Section 412(m) of the IRC, which the Lender determines in good faith may by itself, or in combination with any such failures that the Lender may determine are likely to occur in the future, result in the imposition of a Lien on the Borrower’s assets in favor of the Pension Plan; or any withdrawal, partial withdrawal, reorganization or other event occurs with respect to a Multiemployer Plan which results or could reasonably be expected to result in a material liability of the Borrower to the Multiemployer Plan under Title IV of ERISA;

(k) An event of default shall occur under any Security Document;

(l) The Borrower shall liquidate, dissolve, terminate or suspend its business operations or otherwise fail to operate its business in the ordinary course, merge with another Person unless the Borrower is the surviving entity; or sell or attempt to sell all or substantially all of its assets, without the Lender’s prior written consent;

(m) Default in the payment of any amount owed by the Borrower to the Lender other than any indebtedness arising hereunder;

(n) Any Guarantor shall repudiate, purport to revoke or fail to perform any obligation under such Guaranty in favor of the Lender, or any Guarantor shall cease to exist;

(o) Any event or circumstance with respect to the Borrower shall occur such that the Lender shall believe in good faith that the prospect of payment of all or any part of the Obligations or the performance by the Borrower under the Loan Documents is impaired or any material adverse change in the business or financial condition of the Borrower shall occur;

(p) Any breach, default or event of default by or attributable to any Affiliate under any agreement between such Affiliate and the Lender shall occur;

(q) Default in the performance, or breach, of any covenant or agreement of the Borrower contained in this Agreement, other than those identified in Sections 7.1(a) through (p) above and other than a breach of the requirements of Section 6.2, the breach of which covenant is not cured to the Lender’s satisfaction within ten (10) Banking Days, provided that Lender shall have no obligation to make an Advance during any such cure period.

Section 7.2 Rights and Remedies . During any Default Period, the Lender may exercise any or all of the following rights and remedies:

(a) The Lender may, by notice to the Borrower, declare the Commitment to be terminated, whereupon the same shall forthwith terminate;

(b) The Lender may, by notice to the Borrower, declare the Obligations to be forthwith due and payable, whereupon all Obligations shall become and be forthwith due and payable, without presentment, notice of dishonor, protest or further notice of any kind, all of which the Borrower hereby expressly waives;

(c) The Lender may, without notice to the Borrower and without further action, apply any and all money owing by the Lender to the Borrower to the payment of the Obligations;

(d) The Lender may exercise and enforce any and all rights and remedies available upon default to a secured party under the UCC, including the right to take possession of Collateral, or any evidence thereof, proceeding without judicial process or by judicial process (without a prior hearing or notice thereof, which the Borrower hereby expressly waives) and the right to sell, lease or otherwise dispose of any or all of the Collateral (with or without giving any warranties as to the Collateral, title to the Collateral or similar warranties), and, in connection therewith, the Borrower will on demand assemble the Collateral and make it available to the Lender at a place to be designated by the Lender which is reasonably convenient to both parties;

(e) The Lender may make demand upon the Borrower and, forthwith upon such demand, the Borrower will pay to the Lender in immediately available funds for deposit in the Special Account pursuant to Section 2.4 an amount equal to the aggregate maximum amount available to be drawn under all Letters of Credit then outstanding, assuming compliance with all conditions for drawing thereunder;

(f) The Lender may exercise and enforce its rights and remedies under the Loan Documents; and

(g) The Lender may exercise any other rights and remedies available to it by law or agreement.

Notwithstanding the foregoing, upon the occurrence of an Event of Default described in Section 7.1(e) or (f), the Obligations shall be immediately due and payable automatically without presentment, demand, protest or notice of any kind. If the Lender sells any of the Collateral on credit, the Obligations will be reduced only to the extent of payments actually received. If the purchaser fails to pay for the Collateral, the Lender may resell the Collateral and shall apply any proceeds actually received to the Obligations.

Section 7.3 Certain Notices . If notice to the Borrower of any intended disposition of Collateral or any other intended action is required by law in a particular instance, such notice shall be deemed commercially reasonable if given (in the manner specified in Section 8.3) at least ten calendar days before the date of intended disposition or other action.

ARTICLE VIII
MISCELLANEOUS

Section 8.1 No Waiver; Cumulative Remedies; Compliance with Laws . No failure or delay by the Lender in exercising any right, power or remedy under the Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy under the Loan Documents. The remedies provided in the Loan Documents are cumulative and not exclusive of any remedies provided by law. The Lender will comply with any applicable state or federal law requirements in connection with a disposition of the Collateral and such compliance will not be considered adversely to affect the commercial reasonableness of any sale of the Collateral.

Section 8.2 Amendments, Etc . No amendment, modification, termination or waiver of any provision of any Loan Document or consent to any departure by the Borrower therefrom or any release of a Security Interest shall be effective unless the same shall be in writing and signed by the parties hereto, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.

Section 8.3 Notices; Communication of Confidential Information; Requests for Accounting . Except as otherwise expressly provided herein, all notices, requests, demands and other communications provided for under the Loan Documents shall be in writing and shall be (a) personally delivered, (b) sent by first class United States mail, (c) sent by overnight courier of national reputation, (d) transmitted by telecopy, or (e) sent as electronic mail, in each case delivered or sent to the party to whom notice is being given to the business address, telecopier number, or e mail address set forth below next to its signature or, as to each party, at such other business address, telecopier number, or e mail address as it may hereafter designate in writing to the other party pursuant to the terms of this Section. All such notices, requests, demands and other communications shall be deemed to be an authenticated record communicated or given and effective when received by the Lender or the Borrower, as the case may be. All notices, financial information, or other business records sent by either party to this Agreement may be transmitted, sent, or otherwise communicated via such medium as the sending party may deem appropriate and commercially reasonable. All requests for an accounting under Section 9-210 of the UCC (i) shall be made in a writing signed by a Person authorized under Section 2.2(a), (ii)

shall be personally delivered, sent by registered or certified mail, return receipt requested, or by overnight courier of national reputation, (iii) shall be deemed to be sent when received by the Lender and (iv) shall otherwise comply with the requirements of Section 9-210. The Borrower requests that the Lender respond to all such requests that on their face appear to come from an authorized individual and releases the Lender from any liability for so responding. The Borrower shall pay the Lender the maximum amount allowed by the UCC for responding to such requests.

Section 8.4 Further Documents . The Borrower will from time to time execute, deliver, endorse and authorize the filing of any and all instruments, documents, conveyances, assignments, security agreements, financing statements, control agreements and other agreements and writings that the Lender may reasonably request in order to secure, protect, perfect or enforce the Security Interest or the Lender’s rights under the Loan Documents (but any failure to request or assure that the Borrower executes, delivers, endorses or authorizes the filing of any such item shall not affect or impair the validity, sufficiency or enforceability of the Loan Documents and the Security Interest, regardless of whether any such item was or was not executed, delivered or endorsed in a similar context or on a prior occasion).

Section 8.5 Costs and Expenses . The Borrower shall pay on demand all costs and expenses, including reasonable attorneys’ fees, incurred by the Lender in connection with the Obligations, this Agreement, the Loan Documents, any Letter of Credit and any other document or agreement related hereto or thereto, and the transactions contemplated hereby, including all such costs, expenses and fees incurred in connection with the negotiation, preparation, execution, amendment, administration, performance, collection and enforcement of the Obligations and all such documents and agreements and the creation, perfection, protection, satisfaction, foreclosure or enforcement of the Security Interest.

Section 8.6 Indemnity . In addition to the payment of expenses pursuant to Section 8.5, the Borrower shall indemnify, defend and hold harmless the Lender, and any of its participants, parent corporations, subsidiary corporations, affiliated corporations, successor corporations, and all present and future officers, directors, employees, attorneys and agents of the foregoing (the “Indemnitees”) from and against any of the following (collectively, “Indemnified Liabilities”):

(i) Any and all transfer taxes, documentary taxes, assessments or charges made by any governmental authority by reason of the execution and delivery of the Loan Documents or the making of the Advances;

(ii) Any claims, loss or damage to which any Indemnitee may be subjected if any representation or warranty contained in Section 5.14 proves to be incorrect in any respect or as a result of any violation of the covenant contained in Section 6.10(b) ; and

(iii) Any and all other liabilities, losses, damages, penalties, judgments, suits, claims, costs and expenses of any kind or nature whatsoever (including the reasonable fees and disbursements of counsel) in connection with the foregoing and any other investigative, administrative or judicial proceedings, whether or not such Indemnitee shall be designated a party thereto, which may be imposed on, incurred by or asserted

against any such Indemnitee, in any manner related to or arising out of or in connection with the making of the Advances and the Loan Documents or the use or intended use of the proceeds of the Advances. Notwithstanding the foregoing, the Borrower shall not be obligated to indemnify any Indemnitee for any Indemnified Liability caused by the gross negligence or willful misconduct of such Indemnitee.

If any investigative, judicial or administrative proceeding arising from any of the foregoing is brought against any Indemnitee, upon such Indemnitee’s request, the Borrower, or counsel designated by the Borrower and satisfactory to the Indemnitee, will resist and defend such action, suit or proceeding to the extent and in the manner directed by the Indemnitee, at the Borrower’s sole costs and expense. Each Indemnitee will use its best efforts to cooperate in the defense of any such action, suit or proceeding. If the foregoing undertaking to indemnify, defend and hold harmless may be held to be unenforceable because it violates any law or public policy, the Borrower shall nevertheless make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law. The Borrower’s obligation under this Section 8.6 shall survive the termination of this Agreement and the discharge of the Borrower’s other obligations hereunder.

Section 8.7 Participants . The Lender and its participants, if any, are not partners or joint venturers, and the Lender shall not have any liability or responsibility for any obligation, act or omission of any of its participants. All rights and powers specifically conferred upon the Lender may be transferred or delegated to any of the Lender’s participants, successors or assigns.

Section 8.8 Execution in Counterparts; Telefacsimile Execution . This Agreement and other Loan Documents may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed to be an original and all of which counterparts, taken together, shall constitute but one and the same instrument. Delivery of an executed counterpart of this Agreement by telefacsimile shall be equally as effective as delivery of an original executed counterpart of this Agreement. Any party delivering an executed counterpart of this Agreement by telefacsimile also shall deliver an original executed counterpart of this Agreement but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Agreement.

Section 8.9 Retention of Borrower’s Records . The Lender shall have no obligation to maintain any electronic records or any documents, schedules, invoices, agings, or other papers delivered to the Lender by the Borrower or in connection with the Loan Documents for more than 30 days after receipt by the Lender. If there is a special need to retain specific records, the Borrower must inform the Lender of its need to retain those records with particularity, which must be delivered in accordance with the notice provisions of Section 8.3 within 30 days of the Lender taking control of same.

Section 8.10 Binding Effect; Assignment; Complete Agreement; Sharing Information . The Loan Documents shall be binding upon and inure to the benefit of the Borrower and the Lender and their respective successors and assigns, except that the Borrower shall not have the right to assign its rights thereunder or any interest therein without the Lender’s prior written consent. This Agreement shall also bind all Persons who become a party to this Agreement as a borrower. This Agreement, together with the Loan Documents, comprises the

complete and integrated agreement of the parties on the subject matter hereof and supersedes all prior agreements, written or oral, on the subject matter hereof. To the extent that any provision of this Agreement contradicts other provisions of the Loan Documents, this Agreement shall control. Without limiting the Lender’s right to share information regarding the Borrower and its Affiliates with the Lender’s participants, accountants, lawyers and other advisors, the Lender and Wells Fargo Bank may share any and all information they may have in their possession regarding the Borrower and its Affiliates solely in connection with the performance of services by Lender under this Agreement.

Section 8.11 Severability of Provisions . Any provision of this Agreement that is prohibited or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof.

Section 8.12 Headings . Article, Section and subsection headings in this Agreement are included herein for convenience of reference only and shall not constitute a part of this Agreement for any other purpose.

Section 8.13 Governing Law; Jurisdiction, Venue; Waiver of Jury Trial . The Loan Documents shall be governed by and construed in accordance with the substantive laws (other than conflict laws) of the State of Minnesota. The parties hereto hereby (i) consent to the personal jurisdiction of the state and federal courts located in the State of Minnesota in connection with any controversy related to this Agreement; (ii) waive any argument that venue in any such forum is not convenient; (iii) agree that any litigation initiated by the Lender or the Borrower in connection with this Agreement or the other Loan Documents may be venued in either the state or federal courts located in the City of Minneapolis, Minnesota and (iv) agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.

Section 8.14 Confidentiality . Lender agrees that it will use its reasonable efforts not to disclose without the prior consent of the Borrower (other than to its employees, auditors, advisors or counsel, provided such Persons shall be subject to the provisions of this Section 8.14 to the same extent as the Lender) any information with respect to the Borrower which is now or in the future furnished pursuant to this Agreement or any of the Loan Documents and which is designated by the Borrower to the Lender as confidential, provided that the Lender may disclose any such information (i) as has become generally available to the public other than by virtue of a breach of this Section 8.4 by the Lender, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state or Federal regulatory body having or claiming to have jurisdiction over such Lender or to the Federal Reserve Board or the Federal Deposit Insurance Corporation or similar organizations (whether in the United States or elsewhere) or their successors, (iii) as may be required or appropriate in respect to any summons or subpoena or in connection with any litigation and (iv) in order to comply with any law, order, regulation or ruling applicable to the Lender.

THE BORROWER AND THE LENDER WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY ACTION AT LAW OR IN EQUITY OR IN ANY OTHER PROCEEDING BASED ON OR PERTAINING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. Borrower’s Initials ; Lender’s Initials ;

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the date first above written.

Christopher & Banks, Inc.	CHRISTOPHER & BANKS, INC.
Christopher & Banks Company
Christopher & Banks Services Company	By:	/s/ Andrew K. Moller
2400 Xenium Lane	Andrew K. Moller
Plymouth, Minnesota 55441	Senior Vice President & Chief
	Financial Officer
Telecopier: 763) 551-5161
Attention: Andrew K. Moller
e-mail: amoller@christopherandbanks.com
	CHRISTOPHER & BANKS COMPANY

	By:	/s/ Andrew K. Moller
	Andrew K. Moller
	Senior Vice President & Chief
	Financial Officer


	CHRISTOPHER & BANKS SERVICES
	COMPANY

	By:	/s/ Andrew K. Moller
	Andrew K. Moller
	Senior Vice President & Chief
	Financial Officer


Wells Fargo Bank, National Association,	WELLS FARGO BANK, NATIONAL
acting through its Wells Fargo Business Credit	ASSOCIATION, acting through its Wells
operating division	Fargo Business Credit operating division
MAC- 9312-040
Sixth & Marquette	By:	/s/ Kerri L. Otto
Minneapolis, Minnesota 55479	Kerri L. Otto
Telecopier: ((612) 673-8589	Its Assistant Vice President
Attention: Kerri L. Otto
e-mail: kerri.l.Otto@wellsfargo.com

Table of Exhibits and Schedules

Exhibit A		Form of Revolving Note

Exhibit B		Compliance Certificate

Exhibit C		Premises

Schedule 5.1		Trade Names, Chief Executive Office, Principal Place of Business, and Locations of Collateral

Schedule 5.2		Capitalization and Organizational Chart

Schedule 5.5		Subsidiaries

Schedule 5.7		Litigation Matters

Schedule 5.11		Intellectual Property Disclosures

Schedule 5.14		Environmental Matters

Schedule 6.3		Permitted Liens

Schedule 6.4		Permitted Indebtedness and Guaranties

Exhibit A to Credit and Security Agreement

REVOLVING NOTE

$50,000,000.00

November 4, 2005

For value received, the undersigned CHRISTOPHER & BANKS, INC., CHRISTOPHER & BANKS COMPANY AND CHRISTOPHER & BANKS SERVICES COMPANY, each a Minnesota corporation (the “Borrower”), hereby jointly and severally promise to pay on the Termination Date under the Credit Agreement (defined below), to the order of WELLS FARGO BANK, NATIONAL ASSOCIATION (the “Lender”), acting through its Wells Fargo Business Credit operating division, at its office in Minneapolis, Minnesota, or at any other place designated at any time by the holder hereof, in lawful money of the United States of America and in immediately available funds, the principal sum of Fifty Million and 00/100 Dollars ($50,000,000.00) or the aggregate unpaid principal amount of all Revolving Advances made by the Lender to the Borrower under the Credit Agreement (defined below) together with interest on the principal amount hereunder remaining unpaid from time to time, computed on the basis of the actual number of days elapsed and a 360-day year, from the date hereof until this Note is fully paid at the rate from time to time in effect under the Amended and Restated Credit and Security Agreement dated the same date as this Note (the “Credit Agreement”) by and between the Lender and the Borrower. The principal hereof and interest accruing thereon shall be due and payable as provided in the Credit Agreement. This Note may be prepaid only in accordance with the Credit Agreement.

This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit Agreement. This Note is secured, among other things, pursuant to the Credit Agreement and the Security Documents as therein defined, and may now or hereafter be secured by one or more other security agreements, mortgages, deeds of trust, assignments or other instruments or agreements.

The Borrower shall pay all costs of collection, including reasonable attorneys’ fees and legal expenses if this Note is not paid when due, whether or not legal proceedings are commenced.

A-1

Presentment or other demand for payment, notice of dishonor and protest are expressly waived. Each of the undersigned is primarily liable herein as co-maker; and neither are merely “accommodation parties.” The undersigned each waive all defenses based upon the status of an accommodation party.

	CHRISTOPHER & BANKS, INC.

	By:
		Andrew K. Moller
		Senior Vice President & Chief Financial
		Officer


	CHRISTOPHER & BANKS COMPANY

	By:
		Andrew K. Moller
		Senior Vice President & Chief Financial
		Officer


	CHRISTOPHER & BANKS SERVICES
	COMPANY

	By:
		Andrew K. Moller
		Senior Vice President & Chief Financial
		Officer

A-2

Exhibit B to Credit and Security Agreement

COMPLIANCE CERTIFICATE

To:	Wells Fargo Business Credit
Date:	, 20
Subject:	Financial Statements

In accordance with our Amended and Restated Credit and Security Agreement dated as of November 4, 2005 (the “Credit Agreement”), attached are the financial statements of (the “Borrower”) as of and for , 20 (the “Reporting Date”) and the year-to-date period then ended (the “Current Financials”). All terms used in this certificate have the meanings given in the Credit Agreement.

I certify that the Current Financials have been prepared in accordance with GAAP, subject to year-end audit adjustments, and fairly present the Borrower’s financial condition as of the date thereof.

I further hereby certify as follows: Events of Default . (Check one):

o The undersigned does not have knowledge of the occurrence of a Default or Event of Default under the Credit Agreement except as previously reported in writing to the Lender.

o The undersigned has knowledge of the occurrence of a Default or Event of Default under the Credit Agreement not previously reported in writing to the Lender and attached hereto is a statement of the facts with respect to thereto. The Borrower acknowledges that pursuant to 2.5(b) of the Credit Agreement, the Lender may impose the Default Rate at any time during the resulting Default Period.

Material Adverse Change in Litigation Matters of the Borrower . I further hereby certify as follows (check one):

o The undersigned has no knowledge of any material adverse change to the litigation exposure of the Borrower or any of its Guarantors or Affiliates.

o The undersigned has knowledge of material adverse changes to the litigation exposure of the Borrower or any of its Guarantors or Affiliates not previously disclosed in Schedule 5.7. Attached to this Certificate is a statement of the facts with respect thereto.

Financial Covenants . I further hereby certify as follows (check and complete each of the following):

1. Minimum Cash Flow; Maximum Cash on Hand. Pursuant to Section 6.2(a) of the Credit Agreement, as of the Reporting Date, the Borrower’s Cash Flow was $

B-1

which o satisfies o does not satisfy the requirement that such amount be not less than $0 on the Reporting Date, or such Cash Flow was less than $0 but the Borrower’s cash and cash equivalents as of such date o satisfies o does not satisfy the requirement that such amount be not less than the amount set forth in the table below:

Period	Minimum Cash and Cash Equivalents
End of first fiscal quarter	$	20,000,000
End of second fiscal quarter	$	15,000,000
End of third fiscal quarter	$	10,000,000
End of fourth fiscal quarter	$	25,000,000

2. Minimum Inventory Turns Ratio. Pursuant to Section 6.2(b) of the Credit Agreement, as of the Reporting Date, the Borrower’s Inventory Turns Ratio was to 1:00 which o satisfies o does not satisfy the requirement that such ratio be no less than 3.00 to 1.00 on the Reporting Date.

Attached hereto are all relevant facts in reasonable detail to evidence, and the computations of the financial covenants referred to above. These computations were made in accordance with GAAP.


		By:
			Its Chief Financial Officer

B-2

Exhibit C to Credit and Security Agreement

PREMISES

The Premises referred to in the Credit and Security Agreement are as follows:

1. Headquarters and Distribution Center:

2400 Xenium Lane North

Plymouth, Minnesota 55441

2. Stores:

See attached spreadsheets.

102 White Bear Center
4395 Lake Avenue South
White Bear Lake, MN 55110
651-426-4042

103 Woodbury Lakes Bldg A
9100 Hudson Road Suite #112
Woodbury, MN 55125
651-264-0123

105 Central Square Mall
201 NW 4 th Street
Grand Rapids, MN 55744
218-326-4330

106 Northgate Mall
9483 Colerain Avenue
Cincinnati, OH 45251
513-245-0564

108 Southdale Center
2330 Southdale Center
Edina, MN 55435
952-920-1830

109 Arbor Lakes #Bldg 14
7876 Main Street North
Maple Grove, MN 55369
763-773-2000

110 Northtown Mall
232 Northtown Drive
Blaine, MN 55434
763-786-0310

111 Maplewood Mall
3001 White Bear Avenue
Suite 2014
Maplewood, MN 55109
651-770-3921

112 Crossroads Shopping Center
4101 West Division St. Suite B37
St. Cloud, MN 56301-6601
320-253-0170

113 Washington Square Mall
815 Lake Avenue
Detroit Lakes, MN 56501
218-847-4958

115 Columbia Mall #427
2800 Columbia Road
Grand Forks, ND 58201
701-772-6637

116 Rapids Mall
555 West Grand Ave. B-4
Wisconsin Rapids, WI 54495
715-421-2730

117 Paul Bunyan Mall
1401 Paul Bunyan Drive NW
Bemidji, MN 56601
218-751-5812

118 Prairie Hills Mall
1681 3 rd Ave W
Dickinson, ND 58601
701-225-6896

119 Southtown Center #511
7833 Southtown Center
Bloomington, MN 55431
952-886-9053

120 Westdale Mall
2600 Edgewood Road SW
Cedar Rapids, IA 52404
319-396-3257

121 Southpoint Pavilions #L-17
2940 Pine Lake Road, Suite O
Lincoln, NE 68516
402-420-6888

122 West Acres Mall
I-29 and 13th Avenue South
Fargo, ND 58103
701-282-9308

124 Holiday Mall
425 COLLEGE DRIVE S STE #6
DEVILS LAKE, ND 58301
701-662-5095
(must be in all caps where shown)

126 Crossroads Mall
217 S. 25th Street (C4)
Fort Dodge, IA 50501
515-955-5282

127 Dakota Square
214 Dakota Square
Minot, ND 58701
701-852-2444

128 Valley View Mall #121
3800 State Rd 16
LaCrosse, WI 54601-1898
608-781-0560

129 The Village of Blaine #314
4255 Pheasant Ridge Drive
Blaine, MN 55449
763-783-7251

130 Kirkwood Plaza
630 Kirkwood Plaza
Bismarck, ND 58504
701-222-2993

132 Crossroads Mall #209
2060 Crossroads Blvd.
Waterloo, IA 50702
319-226-3211

133 Westfield Mall-Gateway
320 Gateway Mall #516
Lincoln, NE 68505
402-467-2593

135 Southpark Mall
4500 16 th Street
Moline, IL 61265
309-762-9338

136 Southern Hills Mall
4400 Sergeant Road, Suite 402
Sioux City, IA 51106-4752
712-274-2633

137 Northpark Mall
320 West Kimberly Road
Davenport, IA 52806
563-386-4924

138 Rosedale Mall #593
342 Rosedale Center
Roseville, MN 55113
651-634-4022

139 Independence Center, #1152
18805 East 39 th
Independence, MO 64057
816-795-9309

140 Bay Park Square
251 Bay Park Square
Green Bay, WI 54304
920-499-2978

141 Regency Mall
5630 Durand Avenue
Racine, WI 53406
262-554-0275

142 Westland Mall
550 South Gear Ave., Suite #42
West Burlington, IA 52655
319-753-6555

143 Kandi Mall
1605 South 11 th Street
Willmar, MN 56201
320-235-0616

144 Capital Mall
3600 Country Club Drive
Jefferson City, MO 65109
573-893-4575

146 Frontier Mall
1400 Del Range Boulevard
Cheyenne, WY 82001
307-638-4461

147 The Kennedy Mall #638
555 John F. Kennedy Road
Dubuque, IA 52002
563-582-4033

148 Crossroads Mall #1130
1130 Crossroads Blvd.
Oklahoma City, OK 73149
405-631-3783

149 Silver Lake Mall #117
200 W. Hanley Avenue
Coeur D’Alene, ID 83814
208-762-4522

150 Kaleidoscope
655 Walnut, Suite #228
Des Moines, IA 50309
515-243-4485

151 Eden Prairie Center #1140
8251 Flying Cloud Dr.
Eden Prairie, MN 55344
952-943-0255

152 Southbridge Mall
100 South Federal #309
Mason City, IA 50401
641-423-2849

153 Lakewood Mall #21
3315 6 th Avenue SE
Aberdeen, SD 57402
605-226-1556

154 Oakpark Mall #212
1301 NW 18 th Avenue
Austin, MN 55912
507-437-8541

155 Janesville Mall
2500 Milton Avenue
Janesville, WI 53545
608-752-3042

156 East Ridge Mall
601 Wyoming Boulevard #283
Casper, WY 82609
307-265-0660

157 East Town Mall #15
2350 East Mason
Green Bay, WI 54302
920-468-4061

158 Burnsville Center
2022 Burnsville Center
Burnsville, MN 55306
952-435-1717

159 Merle Hay Mall
3800 Merle Hay Rd., Suite #920
Des Moines, IA 50310
515-270-9688

160 Green Bay Plaza #6F
807 S Military
Green Bay, WI 54303
920-490-0639

161 Viking Plaza #B-4
3015 Highway 29 South
Alexandria, MN 56308
320-762-0472

162 New Towne Mall #317
400 Mill Avenue S.E.
New Philadelphia, OH 44663
330-308-9403

163 Greeley Mall
1955 Greeley Mall
Greeley, CO 80631
970-356-5009

164 Great Northern Mall
524 Great Northern Mall
North Olmsted, OH 44070
440-716-8284

165 Wausau Center
C324 Wausau Center
Wausau, WI 54403
715-848-3464

166 Great Northern Mall
4155 Route 31
Clay, NY 13041
315-622-2829

167 Marshalltown Mall
2500 South Center Street
Marshalltown, IA 50158
641-753-0631

168 Manhattan Towne Center
100 Manhattan Towne Ctr. #270
Manhattan, KS 66502
785-539-8202

169 Jordan Creek Town Center
101 Jordan Creek Parkway
Suite 11280
West Des Moines, IA 50266
515-223-0631

170 Time Square
7605 148th Street
Apple Valley, MN 55124
952-432-9287

171 Northland Mall
954 West Northland Avenue
Appleton, WI 54911
920-739-1099

172 Forest Mall
835 West Johnson Street
Fond du Lac, WI 54935
920-922-2133

173 North Grand Mall
2801 Grand Avenue
Ames, IA 50010
515-232-2018

174 Beaver Valley Mall #344
Monaca, PA 15061
724-775-5088

175 College Square Mall
1140 College Square Mall
Cedar Falls, IA 50613
319-277-6397

176 Fair Oaks Mall
2284 25 th Street
Columbus, IN 47201
812-372-0965

177 Alton Square #A09
116 Alton Square
Alton, IL 62002
618-463-2350

178 Fox River Mall #322
4301 West Wisconsin
Appleton, WI 54913
920-733-2331

179 Valley West Mall
1551 Valley West Dr., #235
West Des Moines, IA 50266
515-223-0312

180 Hickory Point Mall
1125 Hickory Point Mall
Forsyth, IL 62535
217-875-3867

181 Westfield Southlake MaIl
1955 Southlake Mall
Merrillville, IN 46410
219-736-6007

182 1308 Spring Hill Mall
West Dundee, IL 60118
847-426-3635

183 111 Conestoga Mall
3404 West 13 th Street
Grand Island, NE 68803
308-381-2824

184 Lima Mall #158
2400 Elida Road
Lima, OH 45805
419-221-1031

185 Summit Mall #140
3265 West Market Street
Akron, OH 44333
330-869-9356

186 Lindale Mall
4444 1 st Avenue NE #142
Cedar Rapids, IA 52402
319-393-5764

187 Montclair Center
13029 West Center Road
Omaha, NE 68144
402-333-0805

188 Eastland Mall #312
800 No. Green River Road
Evansville, IN 47715
812-477-0840

189 Mall of the Bluffs #302
1751 Madison Avenue
Council Bluffs, IA 51501
712-322-6276

190 Oakwood Mall

4800 Golf Road
Eau Claire, WI 54701
715-834-2928

191 East Towne Mall
48 East Towne Mall, #D-404
Madison, WI 53704
608-249-7712

192 127 Central Mall
2259 South 9 th Street
Salina, KS 67401
785-823-6114

195 Westfield Chesterfield #267
267 Westfield Chesterfield
Chesterfield, MO 63017
636-536-2710

196 Village Mall
2917 North Vermilion
Danville, IL 61832
217-443-4233

197 River Valley Mall #709
1635 River Valley Circle
Lancaster, OH 43130
740-687-1746

198 Chapel Hill Mall #211
2000 Brittain Road
Akron, OH 44310
330-634-1397

200 Huntington Mall #840
P.O. Box 4005
Barboursville, WV 25504-4000
304-733-2901

201 Coral Ridge Mall #312
1451 Coral Ridge Avenue
Iowa City, IA 52241
319-625-2803

202 White Oaks Mall #A-03
2501 W. Wabash Avenue
Springfield, IL 62704
217-726-5530

203 Miller Hill Mall #I-3
1600 Miller Trunk Highway
Duluth, MN 55811
218-720-3490

204 Meridian Mall #553
1982 W. Grand River Avenue
Okemos, MI 48864
517-347-1671

206 Eastland Mall #D-40
2739 S. Hamilton Road
Columbus, OH 43232
614-861-9511

207 Twin Peaks Mall
1250 S. Hover Road Suite #75
Longmont, CO 80501
303-485-5345

208 Brookfield Square Mall #D-42
95 North Moorland Road
Brookfield, WI 53005
262-796-1567

209 Commerce Center
2232 Commerce Boulevard
Mound, MN 55364
952-472-8040

210 Parmatown Mall #73
7953 W. Ridgewood Drive
Parma, OH 44129
440-845-4457

211 Huron Mall
1000 18 th Street SW
Huron, SD 57350
605-352-1529

212 Chapel Hills Mall #413
1710 Briargate Blvd.
Colorado Springs, CO 80920
719-528-6504

213 Hutchinson Mall #B-9
1500 East 11 th Street
Hutchinson, KS 67501
620-665-0058

214 Nittany Mall #607-608
East College Avenue
State College, PA 16801
814-867-0898

215 Viewmont Mall #774
Scranton, PA 18508
570-344-5142

216 Westshore Mall
12331 James Street, Suite 128
Holland, MI 49424
616-393-0155

217 Empire Mall
4001 West 41 st Street #840
Sioux Falls, SD 57106-6512
605-361-7405

218 Sandburg Mall
1150 West Carl Sandburg Drive
Galesburg, IL 61401
309-344-1284

219 Faribo West Mall
200 Western Avenue Suite B4
Faribault, MN 55021
507-332-0536

220 Morgantown Mall
9913 Mall Road
Morgantown, WV 26501
304-983-6613

221 232 Birchwood Mall
4350 24 th Avenue
Fort Gratiot, MI 48059
810-385-7640

222 The Mall at Greece Ridge #H-19a
257 Greece Ridge Center Drive
Rochester, NY 14626
585-227-0490

223 River Hills Mall
1850 Adams Street, #214
Mankato, MN 56001-4840
507-345-1951

225 #84 Quincy Place Mall
1110 Quincy Avenue
Ottumwa, IA 52501
641-683-1315

226 Ashland Town Center #178
500 Winchester Ave.
Ashland, KY 41101
606-326-0721

227 West Gate Mall

14136 Baxter Drive
Baxter, MN 56425
218-828-8399

228 #57 Watertown Mall
1300 9 th Avenue SE
Watertown, SD 57201
605-886-2195

230 Apache Mall Space #1070
333 Apache Mall
Rochester, MN 55902
507-281-2011

232 Grand Traverse Mall #410
3200 S. Airport Road West
Traverse City, MI 49684
231-935-4433

233 Mall of America #266/270
270 South Boulevard
Bloomington, MN 55425
952-858-8512

234 Cedar Mall
2900 South Main
Rice Lake, WI 54868
715-234-4672

235 Northland Mall
1635 Oxford Street
Worthington, MN 56187
507-376-3888

237 Thunderbird Mall
1535 Thunderbird Mall
Menomonie, WI 54751
715-235-1788

238 Thunderbird Mall
1427 S. 12th Avenue
Virginia, MN 55792-3247
218-741-8767

239 York Galleria #157
157 York Galleria
2899 Whiteford Road
York, PA 17402
717-757-5676

240 Hilltop Mall
5003 North Second Ave., Suite 5
Kearney, NE 68848
308-234-9765

241 Sunset Plaza #37
1700 Market Lane
Norfolk, NE 68701
402-379-1082

242 Hutchinson Mall #36
1060 Hwy 15 South
Hutchinson, MN 55350
320-234-7443

244 Cary Town Center #150
1105 Walnut St.
Cary, NC 27511-4791
919-468-8727

245 Center Point Mall
1201 3 rd Court. Suite D-50
Stevens Point, WI 54481
715-341-9877

246 Southridge Mall
1111 E. Army Post Rd. #128
Des Moines, IA 50315
515-285-1428

248 Copper Country Mall
47420 State Hwy M-26
Houghton, MI 49931
906-482-4010

249 Imperial Mall
3001 W. 12 th Suite 37
Hastings, NE 68901
402-463-2233

250 Monument Mall
2302 Frontage Rd. #2
Scotts Bluff, NE 69361
308-635-1125

251 Pierre Mall
1615 North Harrison
Pierre, SD 57501
605-224-1134

252 Magic Valley Mall
1485 Pole Line Rd. E. #253
Twin Falls, ID 83301
208-733-9456

253 Grand Teton Mall, Space #147
2300 East 17 th Street. Suite 54
Idaho Falls, ID 83404
208-525-8187

254 Boise Towne Square
350 N. Milwaukee #1041
Boise, ID 83704
208-322-7442

255 Rimrock Mall
300 S. 24 th St. W. #B-1
Billings, MT 59102
406-652-4324

259 Red Wing Mall
160 Tyler Road North
Red Wing, MN 55066
651-385-0377

260 Buffalo Mall
Hwy 281 South & 25 th St. SW
Jamestown, ND 58402
701-251-9362

261 Holiday Village Mall
1200 Tenth Avenue South
Great Falls, MT 59405
406-452-7950

262 Bay City Mall
4101 Wilder Road
Bay City, MI 48706
989-667-4810

263 Southpark Mall
901 11 th Street SW
Spencer, IA 51301
712-262-1762

264 Yankton Mall
2101 Broadway
Yankton, SD 57078
605-665-4136

265 Pine Tree Mall
2716 Roosevelt Road
Marinette, WI 54143
715-732-0644

266 Towne West Square
4600 West Kellogg
Wichita, KS 67209
316-945-2700

267 Lakeview Square
5775 Beckley Road
Battle Creek, MI 49015
269-979-8828

268 Winona Mall
1213 Gilmore
Winona, MN 55987
507-453-0405

269 Penn Central Mall
200 High Avenue West Ste. #25
Oskaloosa, IA 52577
641-673-7540

270 Southern Park Mall
7401 Market Street #221a
Youngstown, OH 44512
330-758-0992

271 Village Square
2601 Central
Dodge City, KS 67801
620-227-6959

272 Garden City Plaza
2214 East Kansas
Garden City, KS 67846
620-272-0922

273 Westwood Mall #776
1850 W. Michigan Ave.
Jackson, MI 49202
517-841-9302

274 Rogers Plaza
1024 Rogers Plaza Southwest
Wyoming, MI 49509
616-531-1342

275 Provo Towne Center
1200 Provo Town Center
Blvd #1000
Provo, UT 84603
801-852-2873

276 Memorial Mall
3347 Kohler Memorial Drive
Sheboygan, WI 53081
920-451-4643

277 Delta Plaza Shopping Center
301 North Lincoln Road
Escanaba, MI 49829
906-789-4296

278 Foothills Fashion Mall
215 East Foothills Parkway, B-9
Fort Collins, CO 80525
970-226-3742

279 Centrum Plaza
915 Short Street
Decorah, IA 52101
563-382-0093

280 Moorhead Center Mall
512 Center Avenue
Moorhead, MN 56560
218-233-6649

281 Eastview Mall
150 Eastview Mall #B-8
Victor, NY 14564
585-421-3800

282 Westgate Mall
515 North Adams Suite #223
Carroll, IA 51401
712-792-0035

283 Northtown Mall #B105
4750 Division Street
Spokane, WA 99207
509-487-5001

284 Capitol Hill Mall
1600 11 th Avenue
Helena, MT 59601
406-442-6006

285 Pueblo Mall
3539 Dillon Drive
Pueblo, CO 81008
719-542-9227

286 Washington Park Mall
2350 SE Washington Blvd.
Bartlesville, OK 74006
918-335-2249

287 Market Street Mall
1420 East College Drive
Marshall, MN 56258
507-532-0014

288 Butte Plaza Mall E. #6
3100 Harrison Avenue
Butte, MT 59701
406-494-8385

289 Karcher Mall
1509 Caldwell Blvd.
Nampa, ID 83651
208-466-0130

290 Peru Mall — Suite H-5
3940 Route U.S. 251
Peru, IL 61354
815-223-1065

291 Pioneer Square Shopping Ctr.
725 North Perkins Road
Stillwater, OK 74075
405-743-4510

292 Northway Shopping Center
503 East Ives Street
Marshfield, WI 54449
715-384-9412

293 Wenatchee Valley Mall
511 Valley Mall Park—Way
East Wenatchee, WA 98802
509-886-5606

294 Central Mall
5111 Rogers Avenue
Ft. Smith, AR 72903
479-484-7167

295 Miami Valley Centre
987 East Ash Street
Piqua, OH 45356
937-773-5545

296 South Towne Center #1224
10450 South State
Sandy, UT 84070
801-553-1264

297 Northwest Arkansas Mall
4201 No. Shiloh Dr. #115
Fayetteville, AR 72703
479-442-3767

298 Boulevard Mall
1281 Niagra Falls Blvd.
Amherst, NY 14226
716-831-0013

299 Francis Scott Key Mall #252
5500 Buckeystown Pike
Frederick, MD 21703
240-379-7569

300 Paradise Valley Mall
4550-72 E. Cactus Rd.
Phoenix, AZ 85032
602-992-1672

301 Glenwood Springs Mall D5
51027 Hwy 6 &24
Glenwood Springs, CO 81601
970-945-7034

302 Susquehanna Valley Mall #C6
Rtes 11&15
Selinsgrove, PA 17870
570-374-6364

303 Bangor Mall #F9/F11
663 Stillwater Ave.
Bangor, ME 04401
207-942-0967

304 Wilton Mall at Saratoga #E-14
3065 Rt. 50
Saratoga Springs, NY 12866
518-581-2591

305 Rotterdam Square Mall #G14
93 West Campbell Rd. #6050
Schenectady, NY 12306
518-346-9259

306 Shopping Town Mall #2-B
3649 Erie Blvd East
DeWitt, NY 13214
315-446-0345

307 Springfield Mall #2U
1250 Baltimore Pike
Springfield, PA 19064
610-543-8030

308 Triangle Town Center BU2032 & BU2036
5959 Triangle Town Blvd.
Raleigh, NC 27616
919-792-2838

309 The Citadel #2202
750 Citadel Drive East
Colorado Springs, CO 80909
719-597-8882

310 West Ridge Mall #F17
1801 Wanamaker Road
Topeka, KS 66604
785-271-1459

311 Westfield Shopping Towns #776
470 Lewis Ave
Meriden, CT 06451
203-238-9776

312 Westfield Shopping Towns #55
90 Elm Street
Enfield, CT 06082
860-741-8484

313 Northgate Mall#747a
401 NE Northgate Way
Seattle, WA 98125
206-366-2821

314 Valley Mall #312
1925 E Market Street
Harrisonburg, VA 22801
540-442-8388

315 Meadowbrook Mall #330
2399 Meadowbrook Road
Bridgeport, WV 26330
304-842-3800

316 Westfield Shopping Towns-
Richland #B4
687 Richland Mall
Mansfield, OH 44906
419-529-5462

318 Apple Blossom Mall #S149
1850 Apple Blossom Dr.
Winchester, VA 22601
540-665-9560

319 Fort Steuben Mall #Al2
100 Mall Drive
Steubenville, OH 43952
740-346-0722

320 Tippecanoe Mall #B09
2415 Sagamore Parkway South
Lafayette, IN 47905
765-449-8471

321 Honey Creek Mall #D4a
3401 South US Hwy 41
Terre Haute, IN 47802
812-238-9631

322 Novi Town Center #43151
43151 Crescent Blvd.
Novi, MI 48375
248-347-1721

323 Platte River Mall #40&50
1000 S. Dewey
North Platte, NE 69101
308-534-0162

324 Arnot Mall
3300 Chambers Rd Ste. #5104
Horseheads, NY 14845
607-739-6167

325 Riverdale Village, Suite 101
12771 Riverdale Blvd
Coon Rapids, MN 55448
763-421-0830

326 Rockford Rd. Plaza #125 & 128
4190 Vinewood Lane N.
Plymouth, MN 55442
763-744-1049

327 Gurnee Mills #761
6170 Grand Ave
Gurnee, IL 60031
847-855-1380

328 Centerpointe Mall #8B2
3655 28 th St SE
Grand Rapids, MI 49512
616-285-1993

329 Chautauqua Mall #626
318 E Fairmont Ave.
Lakewood, NY 14750
716-763-8664

330 Great Lakes Mall #514
7850 Mentor Ave.
Mentor, OH 44060
440-205-0571

331 Mercer Mall #720
US 460 & WV 25
Bluefield, WV 24701
304-327-8929

332 New River Valley Mall #828
782 New River Rd
Christiansburg, VA 24073
540-381-9560

333 Crossroads Mall #C4&C5
89 Crossroads Mall
Mt. Hope, WV 25880
304-250-0046

334 College Mall #CO4B(a)
2864 East 3 rd Street
Bloomington, IN 47407
812-336-0402

335 The Mall at Robinson
2830 Robinson Centre Drive
Pittsburgh, PA 15205
412-494-4909

336 Colonie Center #286
131 Colonie Center
Albany, NY 12205
518-482-1157

337 Polaris Fashion Place #2236
1500 Polaris Parkway
Columbus, OH 43240
614-888-9242

338 Ashtabula Mall #415
3315 North Ridge E Unit 415
Ashtabula, OH 44004
440-992-4509

339 Charlestowne Mall #F105
3800 E Main St
St. Charles, IL 60174
630-443-8972

340 Greenwood Park Mall #CO2
1251 US 31 North/Box 187
Greenwood, IN 46142
317-882-1364

341 Castleton Square #330
6020 E 82 nd Street
Indianapolis, IN 46250
317-849-6291

342 River Ridge Mall #F265
3405 Candlers Mountain Road
Lynchburg, VA 24502
434-239-5500

343 Valley View Mall #LF265
4802 Valley View Blvd NW
Roanoke, VA 24012
540-777-0128

344 Northwoods Mall #AL05
2200 West War Memorial Drive
Peoria, IL 61613
309-679-0480

345 Berkshire Mall #A106
SWC Old State Road
Lanesboro, MA 01237
413-496-9300

346 Crossgates Mall #N108
1 Crossgates Mall Road
Albany, NY 12203
518-456-0154

347 Holyoke Mall at Ingleside #H-309
50 Holyoke Street
Holyoke MA 01040
413-532-7337

348 Independence Mall #C118
101 Independence Mall Way
Kingston, MA 02364
781-422-0138

349 Fort Henry Mall #E4
2101 Fort Henry Drive
Kingsport, TN 37664
423-245-5583

350 Poughkeepsie Galleria #A115
790 South Road
Poughkeepsie, NY 12601
845-298-0668

351 Hudson Valley Mall #A06
1300 Ulster Ave, Suite 303
Kingston, NY 12401
845-336-5725

352 Midway Mall
3250 Midway Mall
Elyria, OH 44035
440-324-2922

353 Galleria at Crystal Run #D206
1 Galleria Dr
Middletown, NY 10941
845-692-6679

354 Champlain Center #D110
60 Smithfield Blvd
Plattsburgh, NY 12901
518-561-8674

355 Pyramid Mall of Ithaca #F09
40 Catherwood Road
Ithica, NY 14850
607-257-7705

356 Belden Village Mall #C-14
4156 Belden Village Mall
Canton, OH 44718
330-493-9590

357 Salmon Run Mall #B105
1300 Arsenal Street
Watertown, NY 13601
315-779-8100

358 Crestwood Center #416
416 Crestwood Plaza
St. Louis, MO 63126
314-963-3443

359 Adrian Mall #1254
1357 S Main St
Adrian, MI 49221
517-266-0174

360 Lakewood City Commons
#Bldg L, Ste A
7700 West Virginia Ave
Lakewood, CO 80226
720-962-4772

361 Marketplace at Northglenn #Bldg 5
331A West 104 th Ave
Northglenn, CO 80234
720-929-9950

362 Flatiron Crossing #1004
One West Flat Iron Circle
Broomfield, CO 80021
303-469-3923

363 Columbia Mall #126
2300 Bernadette Dr
Columbia, MO 65203
573-445-7245

364 Valley River Center #E8
214 Valley River Center
Eugene, OR 97401
541-431-4646

365 Valley Mall #A10
2529 Main Street Suite #117
Union Gap, WA 98903
509-469-5544

366 Towne East Square #P05
7700 E Kellog Dr.
Wichita, KS 67207

316-652-7800

367 West Town Mall #1123
7600 Kingston Pike
Knoxville, TN 37919
865-539-0993

368 McKinley Mall #808
3701 McKinley Pkwy
Buffalo, NY 14219
716-825-2153

369 SouthMall #516a
3300 S. Lehigh St.
Allentown, PA 18103
610-797-2238

370 Colorado Mills #456
14500 West Colfax Avenue
Lakewood, CO 80401
303-590-1448

371 Tyrone Square #846a
6924 Tyrone Square
St. Petersburg, FL 33710
727-343-3478

372 Arapahoe Crossing #101
6616 Parker
Aurora, CO 80016
303-617-7621

373 The Galleria #218
500 Galleria Drive
Johnstown, PA 15904
814-262-9001

374 Paddock Mall #454a
3100 College Road
Ocala, FL 34474
352-861-5299

375 Spotsylvania Mall #850
137 Spotsylvania Mall
Fredericksburg, VA 22407
540-786-9911

376 Port Charlotte Town Center #215
1441 Tamiami Trail
Port Charlotte, FL 33948
941-255-3399

377 Governor’s Square Mall #670
2801 Wilma Rudolph Blvd.
Clarksville, TN 37040
931-221-0102

378 Seminole Towne Center #F03a
200 Towne Center Circle
Sanford, FL 32771
407-330-0488

379 The Shops at Evergreen Walk
Space #TS103
101 Evergreen Way #115
S. Windsor, CT 06074
860-644-7726

380 Flagstaff Mall #F26
4650 N. Hwy 89
Flagstaff, AZ 86004
928-714-1187

381 Coventry Mall #H2
Rtes. 724 & 100 By-Pass
Pottstown, PA 19465
610-327-4512

382 St. Clair Square #176
134 St. Clair Square
Fairview Heights, IL 62208
618-622-3564

383 Animas Valley Mall #470
4601 E. Main Street
Farmington, NM 87402
505-326-0179

384 White Mountain Mall #1129
2441 Foothill Blvd.
Rock Springs, WY 82901
307-362-7596

385 Part City Center #E575
575 Park City Center
Lancaster, PA 17601
717-207-0741

386 Prescott Gateway #1064
3250-1064 Gateway Blvd.
Prescott, AZ 86303
928-708-0569

387 The Shops at Boardwalk #SP18
8630 North Boardwalk Ave
Kansas City, MO 64154
816-505-4664

388 Clearview Mall #730+735
101 Clearview Circle #735
Butler, PA 16001
724-283-1069

389 Greenway Station #K106
1651 Demingway Suite #106
Middleton, WI 53562
608-831-0605

390 Mall of New Hampshire #E111
1500 S. Willow Street
Manchester, NH 03103
603-626-8887

391 Clackamas Town Center #1048
12000 SE 82 rd Avenue
Portland, OR 97266
503-353-0750

392 Patrick Henry Mall #411
12300 Jefferson Avenue
Newport News, VA 23602
757-882-1050

393 TownMall of Westminster #241
400 North Center Street
Westminster, MD 21157
410-871-3230

394 Uniontown Mall #P728
1728 Mall Run Road
Uniontown, PA 15401
724-434-5360

395 Auburn Mall S108
385 Southridge Street
Auburn, MA 01501
508-832-4005

396 Fox Run #G28
50 Fox Run Rd.
Newington, NH 03801
603-431-9470

397 Emerald Square Mall #W241 & E243
999 S Washington Street
North Attleboro, MA 02760
508-643-9199

398 Phillipsburg Mall #207 & 208
1200 Hwy 22 East
Phillipsburg, NJ 08865
908-454-0330

399 The Mall at Whitney Field #14
100 Commercial Road
Leominster, MA 01453
978-537-5566

400 Vista Ridge Mall #1280
2401 S. Stemmons Fwy
Lewisville, TX 75067
214-488-3720

401 West Park Mall
219 West Park Mall
Cape Girardeau, MO 63703
573-332-0220

402 Cottonwood Mall
4835 South & Highland Drive
Salt Lake City, UT 84117
801-278-4033

403 Northland Mall #10
2900 E. Lincolnway
Sterling, IL 61081
815-626-7195

404 Layton Hills Mall
2088 Layton Hills Mall
Layton, UT 84041
801-544-7731

405 Cache Valley Mall #1020
1300 N. Main St.
Logan, UT 84341
435-755-6710

406 Charleston Town Center #1015
3000 Charleston Town Center
Charleston, WV 25389
304-344-5002

407 Southpark Center
920 Southpark Center
Strongsville, OH 44136
440-238-4338

408 Southgate Mall
2901 Brooks St.
Missoula, MT 59801
406-549-2687

409 Antioch Shopping Center
5241 Center Mall
Kansas City, MO 64119
816-454-4899

410 North Park Mall #7
1129 North Baldwin Ave.
Marion, IN 46952
765-668-8479

411 Cherryvale Mall #F29-B
7200 Harrison Ave
Rockford, IL 61112
815-332-3328

412 Quincy Mall
33rd & Broadway Street
Quincy, IL 62301
217-228-8465

413 The Mall at Hays #60
2918 Vine Street
Hays, KS 67601
785-623-4653

414 Capitol City Mall #608

3513 Capitol City Mall Drive
Camp Hill, PA 17011
717-303-0540

415 Frisco Station Mall
100 North Dixieland Road
Rogers, AR 72756
479-936-7955

416 Hunter’s Square
31065 Orchard Lake Rd.
Farmington Hills, MI 48334
248-737-4527

417 Mid-Town Mall
1084 South Stephenson Highway
Iron Mountain, MI 49801
906-774-0111

419 Elk Park Center
19128 Freeport Street NW, C-105
Elk River, MN 55330
763-241-1852

420 Gallatin Valley Mall
2825 West Main
Bozeman, MT 59718
406-586-5993

421 Petoskey Town Center
1319 Spring St
Petoskey, MI 49770
231-348-8751

422 Northbridge Mall
2452 Bridge Ave, AC-11
Albert Lea, MN 56007
507-377-7153

423 Newgate Mall
3651 Wall Ave. #1074
Ogden, UT 84405
801-392-7094

424 Sooner Mall #305
3251 W. Main St.
Norman, OK 73072
405-329-3000

425 Mid Rivers Mall
1600 Midrivers Drive #2006
St. Peters, MO 63376
636-278-2386

427 Midland Mall #147
6800 Eastman Avenue
Midland, MI 48642
989-837-2373

428 Fashion Square Mall #420
4843 Fashion Square Mall
Saginaw, MI 48604
989-249-7838

429 Spokane Valley Mall #1162
14700 East Indiana
Spokane Valley, WA 99216
509-893-1312

430 Westland Mall
35000 W. Warren Road
Westland, MI 48185
734-261-4788

431 Mission Center
4725 Johnson Dr. #121
Mission, KS 66205
913-236-9016

432 Eastern Hills Mall #434
4545 Transit Road
Williamsville, NY 14221
716-626-9600

433 Upper Valley Mall #606
1475 Upper Valley Pike
Springfield, OH 45504
937-325-0165

434 Concord Mall
3701 S. Main
Elkhart, IN 46517
574-875-8922

435 Glenbrook Square #E3
4201 Coldwater
Ft. Wayne, IN 46805
260-484-3154

436 Muncie Mall #K06
3501 Granville Ave
Muncie, IN 47303
765-286-8530

437 North Park Mall #146
101 Rangeline Road
Joplin, MO 64801
417-206-3172

438 Walden Galleria
34 Walden Galleria #D111
Cheektowaga, NY 14225
716-681-8755

439 Rogue Valley Mall #2041
1600 N. Riverside Dr.
Medford, OR 97501
541-245-6817

440 Logan Valley Mall
758 Logan Valley Mall
Altoona, PA 16602
814-940-5630

441 Columbia Center
397 Columbia Center Blvd.
Kennewick, WA 99336
509-737-9292

442 Westmoreland Mall #259
Route 30 East #259
Greensburg, PA 15601
724-834-4855

443 Rushmore Mall #210
2200 N. Maple
Rapid City, SD 57701
605-399-0789

444 North Hanover Mall
1155 Carlisle St.
Hanover, PA 17331
717-630-8117

445 Southglenn Mall #D2140
6911 S. University Blvd.
Littleton, CO 80122
303-703-6399

446 Wyoming Valley Mall #310
55 Wyoming Valley Mall
Wilkes-Barre, PA 18702-6872
570-825-6330

447 Lycoming Mall
300 Lycoming Mall Circle, Ste.193
Pennsdale, PA 17756
570-546-0648

448 Battlefield Mall #F-10
2825 South Glenstone Ave
Springfield, MO 65804
417-883-8791

449 Everett Mall
1402 SE Everett Mall Way
Everett, WA 98208
425-290-1444

450 Valley Mall #591
17301 Valley Mall Road
Hagerstown, MD 21740
301-582-6230

451 Kitsap Mall #F-7
10315 Silverdale Way NW
P.O Box 900
Silverdale, WA 98383
360-698-7057

452 Cascade Mall #A8
745 Cascade Mall Dr.
Burlington, WA 98233-3253
360-757-1553

453 Southland Mall #265
1425 Marion-Waldo Rd
Marion, OH 43302
740-725-1119

454 Vancouver Mall #215
8700 NE Vancouver Mall Dr.
Vancouver, WA 98662
360-885-2419

455 Markland Mall B03
1220 South 17 th Street
Kokomo, IN 46902
765-456-1332

456 Bay Shore Mall #F-10
5900 N Port Washington Road
Milwaukee, WI 53217
414-332-9105

457 Mesa Mall #332
2424 Hwy 6 — 50
Grand Junction, CO 81505
970-243-7660

458 University Park Mall #125
6501 N. Grape Road
Mishawaka, IN 46545
574-273-5224

459 Monroeville Mall #248
200 Monroeville Mall
Monroeville, PA 15146
412-373-7105

460 South County Center
320 South Centerway
St Louis, MO 63129
314-416-4351

461 Bayshore Mall #206
3300 Broadway
Eureka, CA 95501
707-476-8662

462 Millcreek Mall
625 Millcreek Mall
Erie, PA 16565
814-864-6426

463 Heritage Mall #A117
2137 14 th Ave SE
Albany, OR 97322
541-924-1201

464 Genesee Valley Center #840
3453 South Linden Road
Flint, MI 48507
810-230-1321

465 Hilldale Shopping Ctr #116a
702 N Midvale Blvd
Madison, WI 53705

608-231-2687

466 Southridge Mall #1340
5300 S 76 th Street
Greendale, WI 53129
414-855-0180

467 Kentucky Oaks Mall #720
5101 Hinkleville Rd
Paducah, KY 42001
270-415-0658

468 Southhill Mall #920
3500 S. Meridian
Puyallup, WA 98373
253-435-9912

469 Sandusky Mall #260
4314 Milan Road
Sandusky, OH 44870
419-627-2751

470 High Plains Shpg Ctr
1227 West Main Street
Sterling, CO 80751
970-526-1714

471 Durango Mall #E-3
800 South Camino del Rio
Durango, CO 81301
970-385-9150

472 Marketplace Mall
Space #C3 & C9A
701 Miracle Mile Dr.
Rochester, NY 14623
585-424-2560

473 Lansing Mall #171
5324 West Saginaw Hwy
Lansing, MI 48917
517-886-6090

474 Bellis Fair Mall #340
One Bellis Fair Parkway
Bellingham, WA 98226
360-647-6080

475 Midland Mall #B07
4511 N. Midkiff Dr.
Midland, TX 79705
432-697-0462

476 Montgomery Village #731
731 Village Court
Santa Rosa, CA 95405
707-526-3983

477 Chambcrsburg Mall #706
3055 Black Gap Road
Chambersburg, PA 17201
717-263-3763

478 Washington Crown Center #264
1500 W. Chestnut Street
Washington, PA 15301
724-250-7180

479 Shenango Valley Mall #650
3303 East State Street
Hermitage, PA 16148
724-342-1404

480 Eastwood Mall #1155
5555 Youngstown-Warren Rd
Niles, OH 44446
330-505-1213

481 Southland Center #1090
23000 Eureka (I-75)
Taylor, MI 48180
734-287-9050

482 Exton Square Mall
158 Exton Square
Exton, PA 19341
610-363-3808

483 The Crossroads #257
6650 S. Westnedge Ave
Portage, MI 49024
269-324-8055

484 Tri-County Mall #E5
11700 Princeton Pike
Cincinnati, OH 45246
513-671-9000

485 Grand Central Mall #263
100 Grand Central Mall
Parkersburg, WV 26101
304-485-8700

486 Lloyd Center #H216
1226 Lloyd Center
Portland, OR 97232
503-281-7237

487 Dayton Mall #702
2700 Miamisburg-Centerville Rd
Dayton, OH 45459
937-428-5953

488 Indian Mound Mall #717
771 South 30 th Street
Heath, OH 43056
740-788-8865

489 Colonial Park Mall #17/18
Route 22 & Colonial Rd
Harrisburg, PA 17109
717-920-9890

490 Jefferson Pointe Shopping Ctr #05
4220 W Jefferson Blvd
Ft. Wayne, IN 46804
260-436-6831

491 The Lakes Mall #1034
5600 Harvey Street
Muskegon, MI 49444
231-798-4253

492 Westroads Mall #3228
10000 California Street
Omaha, NE 68114
402-391-1292

493 Frenchtown Square Mall #575
2121 N. Monroe Street
Monroe, MI 48162
734-243-9880

494 Ohio Valley Mall #570
67800 Mall Road
St. Clairsville, OH 43950
740-695-0912

501 South Hills Village #2030A
Route 19 & Fort Couch
Pittsburgh, PA 15241
412-851-7201

502 Fox Valley Center #E6
1356 Fox Valley Center Dr.
Aurora, IL 60504
630-585-8642

504 Westfield Hawthorne #517
517 Hawthorn Center
Vernon Hills, IL 60061
847-816-0789

505 Eastwood Towne Center #D4
3016 Towne Center Blvd.
Lansing, MI 48912
517-267-1608

506 West County Shopping Center #2159
135 West County Center
Des Peres, MO 63131
314-984-9799

507 Lakeside Mall #2055
14600 Lakeside Circle
Sterling Heights, MI 48313
586-566-1408

509 Madison Square Mall #25
5901 University Drive
Huntsville, AL 35806
256-837-6280

510 Mt. Berry Square #717
993 Mount Berry Square
Rome, GA 30165
706-235-4841

511 Westgate Mall #260
7701 W. 1-40
Amarillo, TX 79121
806-468-7308

512 Florence Mall #1028
1028 Florence Mall
Florence, KY 41042
859-282-1921

513 Hamilton Place #158
2100 Hamilton Place Blvd.
Chattanooga, TN 37421
423-855-8630

514 RiverGate Mall #1025
1000 Rivergate Pkwy
Goodlettsville, TN 37072
615-859-9896

515 Village Square Mall #61, 62, 63
61 Village Square Mall
Effingham, IL 62401
217-347-6660

516 Legacy Village # 25319
25319 Cedar Road
Lyndhurst, OH 44124
216-382-6738

517 Pioneer Place #3110
700 SW 5 th Avenue. Suite 410
Portland, OR 97204
503-228-8470

518 Eastgate Mall #F-800
4601 Eastgate Blvd.
Cincinnati, OH 45245
513-943-7686

519 Park Place Mall #212/214
5870 E Broadway
Tucson, AZ 85711
520-514-2995

520 Asheville Mall #K-14/K-16
3 S. Tunnel Rd.
Asheville, NC 28805
828-299-3125

521 College Square #56
2550 E. Morris Blvd.
Morristown, TN 37813
423-587-1515

522 Georgia Square #21
3700 Atlanta Hwy.
Athens, GA 30606-3155
706-548-3974

523 Westgate Mall #505
205 W. Blackstock Rd.
Spartanburg, SC 29301
864-587-1547

524 Stroud Mall #272b
454 Stroud Mall
Stroudsburg, PA 18360
570-517-5026

525 Arbor Place Mall #1185
6700 Douglas Blvd.
Douglasville, GA 30135
770-489-4925

526 Cool Springs Galleria #2240
1800 Galleria Blvd.
Franklin, TN 37067
615-771-0125

527 Harford Mall #6
670 Bel Air Rd.
Bel Air, MD 21014
410-638-8222

528 Marketplace Mall #385
2000 N. Neil St.
Champaign, IL 61820
217-352-2926

529 Hanes Mall #CU724
3320 Silas Creek Pkwy
Winston Salem, NC 27103-3032
336-765-0366

530 Fayette Mall #D432
3401 Nicholasville Rd., Ste. #303
Lexington, KY 40503
859-245-1628

531 Eastfield Mall #124
1655 Boston Road
Springfield, MA 01129
413-543-2411

532 Columbia Mall #610
225 Columbia Mall Dr.
Bloomsburg, PA 17815
570-387-4950

533 Mall St. Matthews #1770
5000 Shelbyville Rd.
Louisville, KY 40207
502-897-6049

534 Stones River Mall #B-140
1720 Old Fort Pkwy.
Murfreesboro, TN 37129
615-907-9770

535 Alderwood Mall #948
3000 184th St. SW
Lynnwood, WA 98037
425-771-0728

536 McCain Mall #F02A
3929 McCain Blvd. Suite #209
N. Little Rock, AR 72116
501-812-4085

537 Towson Town Center #3225
825 Dulaney Valley Rd.
Towson, MD 21204
410-828-4430

538 Towne Square Mall #H10 & H12
5000 Frederica St.
Owensboro, KY 42301
270-683-5690

539 Tabor Center #106
1201 l6 th St.
Denver, CO 80202-1567
303-629-8791

540 Northgate Mall #F010-F020
249 Northgate Mall
Chattanooga, TN 37415
423-870-9252

541 Palmer Park Mall #B-5
140 Palmer Park Mall
Easton, PA 18045
610-253-2004

542 Palouse Mall #D7
1850 W. Pullman Rd.
Moscow, ID 83843
208-883-9981

543 The Village Centre #A11
122 E 24 th Street
Columbus, NE 68601
402-564-0564

544 Yorktown Shopping Center
203 Yorktown Shopping Center
Lombard, IL 60148
630-424-1011

545 White March Mall #1210
8200 Perry Hall Blvd.
Baltimore, MD 21236
410-931-2645

546 Pine Ridge Mall #1152
4155 Yellowstone Hwy.
Chubbuck, ID 83202
208-637-0542

547 Mall of Georgia #2049A
3333 Buford Drive
Buford, GA 30519
678-546-6379

548 Leavenworth Plaza #1025
3400 S 4 th St Trafficwav
Leavenworth, KS 66048
913-682-1711

549 Town Center at Levis Commons
Space #18-A
4170 Levis Commons Blvd.
Perrysburg, OH 43551
419-873-9810

550 Cottonwood Mall #C206
10000 Coors Bypass
Albuquerque, NM 87114
505-792-5107

551 The Summit Louisville #D1A
4304 Summit Plaza Dr.
Louisville, KY 40241
502-425-3242

552 Superstition Springs Mall #1220
6555 E Southern Ave.
Mesa, AZ 85206
480-985-2911

553 Sikes Senter #170
3111 Midwestern Pkwy
Wichita Falls, TX 76308
940-691-0900

554 Ross Park Mall
1000 Ross Park Mall Dr.
Pittsburgh, PA 15237
412-367-8014

555 Towne Mall #A8
1704 N Dixie Hwy
Elizabethtown, KY 42701
270-763-0294

556 Central Mall #37
9 Central Mall
Texarkana, TX 75503
903-223-8962

557 Central Mall #132
200 SW C Ave
Lawton, OK 73501
580-591-0698

558 Deerfield Town Center #3010
5515 Deerfield Boulevard
Mason, OH 45040
513-770-3280

560 Valley Hills Mall #209
1960 Hwy. 70 S.E.
Hickory, NC 28602
828-324-0622

561 Red Cliffs Mall #1168
1770 E. Red Cliffs Dr.
St. George, UT 84790
435-627-0534

562 The Gateway #1080
16 S Rio Grande St.
Salt Lake City, UT 84101
801-456-1290

563 Golden Triangle Mall #L11B
2201 1-35 E.
Denton, TX 76205
940-323-1200

564 Arrowhead Town Center #1232
7700 W. Arrowhead Towne Cntr. Dr.
Glendale, AZ 85308
623-979-7589

565 Charlottesville Fashion Square #1416
1542 East Rio Road
Charlottesville, VA 22901
434-973-9910

566 The Shops on Lane Ave. #D42
1595 W Lane Ave.
Upper Arlington, OH 43221
614-486-7693

567 Fashion Place #1485
6191 South State Street #238
Murray, UT 84107
801-685-2171

568 Auburn Mall #1022
550 Center St.
Auburn, ME 04210
207-782-0608

569 Salem Center #220
480 Center St.
Salem, OR 97301
503-763-8754

570 Streets of Woodfield #160
601 Martingale Rd.
Schaumburg, IL 60173
847-969-0231

571 Carolina Mall #275
1480 US Hwy 29 N
Concord, NC 28025
704-784-1480

572 University Mall #1052
1237 E. Main St.
Carbondale, IL 62901
618-351-9500

573 Irving Mall #E04
3880 Irving Mall
Irving, TX 75062
972-659-0878

574 Louis Joliet Mall #1430
3340 Mall Loop Dr.
Joliet, IL 60431
815-436-4978

575 Longview Mall #L06A
3500 McCain Rd.
Longview, TX 75605
903-234-9484

576 Oakdale Mall #74
223 Reynolds Rd
Johnson City, NY 13790
607-798-0020

577 Valley View Center #2040
13331 Preston Road
Dallas, TX 75240
972-716-9933

578 Village Pointe
17170 Davenport St. Space #E108
Omaha, NE 68118
402-289-0600

579 Diamond Run Mall #200+203
Rte 7 South
Rutland, VT 05701
802-773-1345

580 Clay Terrace #E05
14300 Clay Terrace Blvd.
Carmel, IN 46032
317-566-8960

582 Findlay Village Mall #479
1800 Findlay-Tiffin Ave.
Findlay, OH 45840
419-425-6975

584 Richmond Square #541
3801 National Rd. East
Richmond, IN 47374
765-935-0326

585 Capitola Mall #E09
1855 41 st Ave.
Capitola, CA 95010
831-477-1758

586 University Mall #H8
155 Dorset St
Burlington, VT 05403
802-864-1180

587 Lebanon Valley Mall #B9 & B8
2231 Lebanon Valley Mall
Lebanon, PA 17042
717-273-6246

588 Hot Springs Mall #B6
4501 Central Ave.
Hot Springs, AR 71913
501-520-0545

589 Lufkin Mall #1124
4600 S. Medford Dr.
Lufkin, TX 75901
936-634-0044

590 Hanford Mall #C2
1675 W. Lacey Blvd.
Hanford, CA 93230
559-584-5338

591 Garden City Center #8100
59 Hill Side Rd
Cranston, RI 02920
401-942-0177

592 Somerset Mall #12b
4150 US Hwy 27 S
Somerset, KY 42501
606-451-0783

593 Montgomery Mall Suite 132
132 Montgomery Mall
North Wales, PA 19454
215-362-0324

594 Eastland Mall #1050
1615 E. Empire St.
Bloomington, IL 61701
309-663-1038

595 The Shoppes at Brinton Lake C-300
955 Baltimore Pike
Glen Mills, PA 19342
610-361-4595

596 Richland Mall #7+ST3
6001 W. Waco Dr.
Waco, TX 76710
254-772-4800

598 Northfield Square #424B
1600 N State Rte 50
Bourbonnais, IL 60914
402-465-0378

600 Metropolis #B255
340 Metropolis Mile. Suite 125
Plainfield, IN 46168
317-837-1140

602 Swansea Mall #1420/1419
262 Swansea Mall Dr.
Swansea, MA 02777
508-730-2028

603 Chesterfield Towne Center #318
11500 Midlothian Tpke
Richmond, VA 23235
804-794-2463

604 Cross Country Mall #3
700 Broadway E.
Mattoon, IL 61938
217-258-8828

605 The Avenue at Carriage Cross #559
Houston Levee Rd/Bill Morris Prky
Collierville, TN 38017
901-861-2498

606 Westfield Shopping Town-Capital #H7
625 Black Lake Blvd. SW
Olympia, WA 98502-8601
360-754-6571

607 Macomb Mall
32233 Gratiot Ave.
Roseville, MI 48066
586-293-1242

609 Parks at Arlington #1202
3811 S Cooper St.
Arlington, TX 76015
817-557-2410

610 Shawnee Mall #1556
4901 N Kickapoo St.
Shawnee, OK 74804
405-273-5030

611 Mt. Shasta Mall #C16
900 Dana Dr.
Redding, CA 96001
530-223-0176

612 Streets of Tanasbourne #610
2130 NW Allie Avenue Bldg. 600
Hillsboro, OR 97124
503-531-8823

613 Dartmouth Mall #1240
200 N Dartmouth Mall
Dartmouth, MA 02747
508-990-3800

614 Mall of Abilene #1404
4310 Buffalo Gap Rd.
Abilene, TX 79606
325-793-2747

616 Sunrise Mall #D10
6145 Sunrise Mall
Citrus Heights, CA 95610
916-726-3677

617 Steeplegate Mall #1116
270 Loudon Rd
Concord, NH 03301
603-223-4029

618 Mesilla Valley Mall #1416
700 S Telshor Blvd.
Las Cruces, NM 88011
505-521-4093

620 Chico Mall #D-405
1950 E. 20th St.
Chico, CA 95928
530-891-9421

623 Woodland Hills Mall #0118a
7021 S. Memorial Dr.
Tulsa, OK 74133
918-252-0090

625 Rivertown Crossing #1018
3700 Rivertown Pkwy.
Grandville, MI 49418
616-261-4273

626 Ingram Park Mall #N11
6301 NW Loop 410
San Antonia, TX 78238
210-523-1183

628 Firewheel Towne Center #D11
155 Cedar Sage Drive
Garland, TX 75040
972-530-0802

629 NewPark Mall #2021
2086 NewPark Mall
Newark, CA 94560
510-745-8340

632 Silver City Galleria #A216
2 Galleria Mall Dr.
Taunton, MA 02780
508-821-9410

633 Greenbrier Mall #1236
1401 Greenbrier Pkwy S
Chesapeake, VA 23320
757-424-1131

635 Mall at Fairfield Commons #W170
2727 Fairfield Commons
Beavercreek, OH 45431
937-320-1982

637 Cape Cod Mall #S139A
769 Iyannough Rd
Hyannis, MA 02601
508-778-8250

638 Westfield Shopping Towns-Solano #R1
1350 Travis Blvd.
Suite 1496-B
Fairfield, CA 94533
707-429-3016

639 Greenwood Mall #510
2625 Scottsville Rd.
Bowling Green, KY 42104
270-846-1224

641 Berkshire Mall #350
1665 State Hill Rd
Wyomissing, PA 19610
610-376-4955

642 Concord Mall #740
4737 Concord Pike
Wilmington, DE 19803
302-478-1404

644 Moorestown Mall #1360
400 Rte 38
Moorestown, NJ 08057
856-866-1131

645 Sunland Park Mall #E06B
750 Sunland Park Drive
El Paso, TX 79912
915-832-0721

647 Santa Fe Place #1398
4250 Cerrillos Rd.
Santa Fe, NM 87505
505-471-5127

648 Short Pump Town Center #2138
11800 W Broad St
Richmond, VA 23233
804-360-5058

649 Mall at Tuttle Crossing #267 & 268
5043 Tuttle Crossing Blvd.
Dublin, OH 43016
614-799-2816

650 Eastridge Mall #1098
1 Eastridge Mall
San Jose, CA 95122
408-270-3894

651 Panama City Mall #2156
2150 Martin Luther King Drive
Panama City, FL 32405
850-769-3162

652 Galleria at Pittsburgh Mills #210
210 Pittsburgh Mills Circle
Tarentum, PA 15084
724-274-4594

654 Dover Mall #1110
1365 N Dupont Hwy
Dover, DE 19901
302-677-0601

656 Shops at Centerra #F630
NEC 1-25 & Hwy 34
Loveland, CO 80538
970-203-0884

659 Cordova Mall #F611A
5100 N 9th Ave
Pensacola, FL 32504
850-477-9903

663 Laurel Mall #31
106 Laurel Mall
Hazleton, PA 18201
570-453-0905

665 Lakeland Square #0264
3800 US Hwy 98 N
Lakeland, FL 33809
863-853-7005

668 Orange Park Mall #G16
1910 Wells Rd.
Orange Park, FL 32073
904-264-5612

801 Southpark Mall
4500 16th Street
Space #0485 & 0490
Moline, IL 61265
309-797-9413

802 Fashion Square Mall
4895 Fashion Square Mall
Space #402 Hybird
Saginaw, MI 48602
989-249-9095

803 Oakwood Mall
4800 Golf Road
Space #716
Eau Claire, WI 54701
715-831-6277

804 Fox River Mall
4301 West Wisconsin
Appleton, WI 54913
920-733-0680

805 Mall of the Bluffs
1751 Madison Ave.
Space #530
Council Bluffs, IA 51501
712-323-1902

806 Bay City Mall
4101 Wilder Road
Space E517
Bay City, MI 48706
989-684-8226

807 Forest Mall
835 West Johnson St.
Space #E02
Fond du Lac, WI 54935
920-929-8481

808 University Park Mall
6501 N.Grape Road
Space #254
Mishawaka, IN 46545
574-243-7663

809 Burnsville Center
915 County Road 42 W.
Burnsville, MN 55306
952-892-5877

810 Northtown Mall
215 Northtown Drive
Space #D20
Blaine, MN 55434
763-783-0066

811 Westshore Mall
12331 James Street
Space #B10
Holland, MI 49424
616-355-7726

812 White Oaks Mall
2501 West Wabash Ave.
Space #A01
Springfield, IL 62704
217-698-5020

813 Lindale Mall
4444 1st Avenue N. E.
Space #212
Cedar Rapids, IA 52402
319-378-3490

814 Rushmore Mall
2200 North Maple Avenue
Space #212
Rapid City, SD 57701-7881

605-355-0335

815 Empire Mall

4001 W 41st Street # 540
Space #25
Sioux Falls, SD 57106-6523
605-362-7825

817 Southern Hills Mall
4400 Sergeant Road
Space #314
Sioux City, IA 51106
712-276-3890

818 Meridian Mall
Space #525
1982 East Grand River Ave.
Okemos, MI 48864
517-381-5060

819 Northpark Mall
320 West Kimberly Road
Space #OO90
Davenport, IA 52806
563-391-7005

820 Cherryvale Mall
7200 Harrison Ave.
Space #H-45
Rockford, 1L 61112
815-332-8820

821 Lansing Mall
5332 West Saginaw Highway
Space #168
Lansing, MI 48917
517-321-6131

822 The Lakes Mall
5600 Harvey Street
Space #2072
Muskegon, MI 49444
231-798-4263

823 Valley View Mall
3800 State Road #16
Space #178
LaCrosse, WI 54601
608-781-3351

824 Dakota Square
218 Dakota Square
Space #218
Minot, ND 58701
701-839-9429

825 Arbor Lakes
Bldg. #13
7878 Main Street North
Maple Grove, MN 55369
763-773-3000

826 Montclair Center
13023 West Center Road
Space #B/C/D
Omaha, NE 68144
402-691-2480

827 Holiday Village
1200 10th Ave. S.
Space #1
Great Falls, MT 59405
406-268-0299

828 Mesa Mall
2424 Highway 6-50
Space #110
Grand Junction, CO 81505
970-256-9826

829 The Crossroads
6650 S. Westnedge Ave.
Space #255
Portage, MI 49024
269-324-9405

830 Mid-Rivers Mall
2272 Mid Rivers Mall
St. Peters, MO 63376
636-970-3800

831 Rimrock Mall
Space # A04
300 S. 24th Street West
Billings, MT 59102
406-655-8215

832 Columbia Mall
Space #335
2800 Columbia Road
Grand Forks, ND 58201
701-772-0621

833 South County Center
18 South Center Way
Space #467A
St Louis, MO 63129
314-487-2855

834 Frontier Mall
Space #91
1400 Del Range Blvd.
Cheyenne, WY 82001
307-432-6787

835 Twin Peaks Mall
1250 South Hover Street
Bldg. 1 Suite 20
Longmont, CO 80501
720-494-9830

836 Kennedy Mall
555 John F Kennedy Rd
Space #445
Dubuque, IA 52002
563-556-3470

837 Eastwood Mall
Space #402
5555 Youngstown-Warren Rd
Niles, OH 44446
330-652-3324

838 Capital Mall
Space #66
3600 Country Club Drive
Jefferson City, MO 65109
573-893-5527

839 Chapel Hills Mall
Space #117
1710 Briargate Blvd.
Colorado Springs, CO 80920
719-532-0095

840 The Village of Blaine
4255 Pheasant Ridge Dr.
Space #310
Blaine, MN 55449
763-783-7260

841 Rogue Valley Mall
Space #2109
1600 N. Riverside Drive
Medford, OR 97501
541-779-0877

842 Southglenn Mall
Space #D2106
6911 S. University Blvd.

Littleton, CO 80122
303-730-9260

843 Glenbrook Square
4201 Coldwater
Space #E10-b
Ft. Wayne, IN 46805
260-471-9535

844 Honey Creek Mall
3401 South US Hwy 41
Space #H3
Terre Haute, IN 47802
812-478-0391

845 Boise Towne Square Mall
Space #2323
350 N. Milwaukee
Boise, ID 83704
208-375-9529

846 Spokane Valley Mall
Space #1108
14700 East Indiania
Spokane Valley, WA 99216
509-922-6537

847 Northtown Mall
Space #2010
4750 N Division
Spokane, WA 99207
509-487-4324

848 Eastridge Mall
Space #1258
601 SE Wyoming Blvd.
Casper, WY 82609
307-472-1172

849 Riverdale Village
12771 Riverdale Blvd.
Suite #102
Coon Rapids, MN 55448
763-421-9163

850 Westdale Mall
2600 Edgewood Road S.W.
Space #2275 & 2280
Cedar Rapids, IA 52404
319-390-0968

851 Eden Prairie Center
8251 Flying Cloud Drive
Space #1144
Eden Prairie, MN 55344
952-944-6678

852 Independence Center
18805 East 39th
Space #G09
Independence, MO 64057
816-795-2765

853 Tippecanoe Mall
2415 Sagamore Parkway S.
Space #G11 & G12
Lafayette, IN 47905
765-446-9661

854 College Mall
Space #M-12
2916 East 3rd Street
Bloomington, IN 47407
812-339-3416

855 Brookfield Square
95 North Moorland Road
Space #D1B
Brookfield, WI 53005
262-641-8199

856 Colonie Center
131 Colonie Center
Space #280/286
Albany, NY 12205
518-482-2937

857 Lakewood Mall
3315 6th Ave. SE
Space #43
Aberdeen, SD 57402
605-229-1551

858 Merle Hay Mall
Space #902
902 Merle Hay Mall
Des Moines, IA 50310
515-727-4955

859 Centerpointe Mall
3655 28th Street SE
Space #8B1
Grand Rapids, MI 49512
616-575-0991

860 Conestoga Mall
3404 W 13th ST
Space #A3A
Grand Island, NE 68803
308-384-7276

861 Colonial Park Mall
Space #17/18
Route 22 & Colonial Road
Harrisburg, PA 17109
717-920-9892

862 Apache Mall
Space #1030
333 Apache Mall
Rochester, MN 55902
507-529-7680

863 Dayton Mall
Space #700
2700 Miamisburg-Centerville Rd.
Dayton, OH 45459
937-428-6071

864 Maplewood Mall
Space #2010
3001 White Bear Ave.
Maplewood, MN 55109
651-748-8050

865 River Hills Mall
Space #518
1850 Adams Street
Mankato, MN 56001-4840
507-344-1186

866 Polaris Fashion Place
1500 Polaris Parkway
Space #2248/2252
Columbus, OH 43240
614-985-0010

867 Indian Mound Mall
Space #714
771 South 30th Street
Heath, OH 43056
740-788-9120

868 River Valley Mall
1635 River Valley Circle/Sp.#331
P.O. Box 5035
Lancaster, OH 43130
740-654-0931

869 Morgantown Mall
Space #915

9915 Mall Road
Morgantown, WV 26501
304-983-6181

870 New Towne Mall
Space #529
400 Mill Ave. S. E.
New Philadelphia, OH 44663
330-339-0081

871 Ashland Town Center
Space #250
500 Winchester Ave.
Ashland, KY 41101
606-324-1405

872 The Mall at Greece Ridge
Space #22
380 Greece Ridge Cntr. Dr.
Rochester, NY 14626
585-225-1060

873 Great Northern Mall
#B104 4155 Route 31
Space #B104
Clay, NY 13041
315-622-0907

874 Valley Mall
17301 Valley Mall Road
Space #472
Hagerstown, MD 21740
301-582-1890

875 Marketplace Mall
Space #A1-2
751 Miracle Mile Drive
Rochester, NY 14623
585-427-8380

876 Westroads Mall
Space #3232
10000 California Street
Omaha, NE 68114
402-391-1473

877 Sandusky Mall
Space #180
4314 Milan Road
Sandusky, OH 44870
419-621-9340

878 Millcreek Mall
Space #725
725 Millcreek Mall
Erie, PA 16565
814-864-9997

879 Charlestowne Mall
Space #C11a
3800 East Main Street
St Charles, IL 60174
630-443-9469

880 Capital City Mall
Space #428
Capital Mall Drive
Camp Hill, PA 17011
717-731-6729

881 Antioch Center
Space #C3/C4
5235 North Antioch Mall
Kansas City, MO 64119
816-452-7484

882 Hickory Pointe Mall
Space #1400 & 1405
1400 Hickory Point Mall
Forsyth, IL 62535
217-872-1781

883 Wyoming Valley Mall
Space #338
44 Wyoming Valley Mall
Wilkes-Barre, PA 18702-6872
570-825-8556

884 Lycoming Mall
Space #438
300 Lycoming Mall Circle #257
Pennsdale, PA 17756
570-546-3178

885 Washington Crown Center
Space #620
1500 W. Chestnut Street
Washington, PA 15301
724-222-6240

886 Shenango Valley Mall
Space #625
3275 East State Street
Hermitage, PA 16148
724-342-7786

887 Logan Valley Mall
Space #P142
887 Logan Valley Road
Altoona, PA 16602
814-941-1168

888 Southpark Mall
Space #BU816
816 Southpark Center
Strongsville, OH 44136
440-238-0279

889 Upper Valley Mall
Space #420
1475 Upper Valley Pike
Springfield, OH 45503
937-325-5687

890 Northwoods Mall
#AL05
2200 War Memorial Drive
Peoria, IL 61613
309-679-0482

891 Berkshire Mall
Space #D102
SWC Old State Road
Lanesboro, MA 01237
413-496-9299

892 Columbia Mall
Space #618
2300 Bernadette Drive
Columbia, MO 65203
573-447-2749

893 Chesterfield Mall
76 Chesterfield Mall
Chesterfield, MO 63017-4897
636-536-7767

894 Great Northern Mall
Space #116
116 Great Northern
N. Olmstead, OH 44070
440-777-2042

895 Pyramid Mall of Ithaca
Space #B07
40 Catherwood Road
Ithaca, NY 14850
607-257-8057

896 Shoppingtown Mall
Space #94
3649Erie Blvd. E.

DeWitt, NY 13214
315-449-2792

897 Salmon Run Mall
Space #B104
1300 Arsenal Street
Watertown, NY 13601
315-779-1700

898 Walden Galleria
Space #D105
34 Walden Galleria
Cheektowaga, NY 14225
716-651-9476

899 Tri-County Mall
Space #E9
11700 Princeton Pike
Cincinnati, OH 45246
513-671-0271

900 Charleston Town Center Mall
Space #1017
3000 Charleston Town Center Mall
Charlestown, WV 25389
304-344-3014

901 Valley River Center
Space #E9
210 Valley River Drive
Eugene, OR 97401
541-344-2522

902 Birchwood Mall
Space #228
4350 24th Ave.
Port Huron, MI 48059
810-385-7433

903 Towne West Square
Space #E03
4600 W. Kellogg Drive
Wichita, KS 67209
316-945-7500

904 East Town Mall
Space #F628
150 East Town Mall
Madison, WI 53704-3744
608-240-9710

905 Muncie Mall
Space #M03
3501 Granville Avenue
Muncie, IN 47303
765-286-8544

906 West Acres Shopping Center
Space #330
1-29 & 13th Avenue
Fargo, ND 58103
701-281-9922

907 Columbia Mall
Space #408
556 Columbia Center Blvd.
Kennewick, WA 99336
509-734-9266

908 Grand Traverse Mall
Space #410 & 411
3200 S. Airport Road West
Traverse City, MI 49684
231-935-4051

909 Greenway Station
Space # K-4
1651 Demmingway, Suite 110
Middleton, WI 53562
608-831-1134

910 Southpointe Pavilions
Space # I-18
2940 Pine Lake Road
Lincoln, NE 68516
402-420-0022

912 Central Mall
Space #46
2259 S. 9th Street
Salina, KS 67402
785-823-3770

913 Spring Hill Mall
1072 Spring Hill Mall
West Dundee. IL 60118
847-551-1447

914 Peru Mall
Space #H2 & H3
3940 Route 251
Peru, IL 61354
815-220-0216

915 Meadowbrook Mall
Space #445
2399 Meadowbrook Road
Bridgeport, WV 26330
304-848-0436

916 Kentucky Oaks Mall
Space #730
5101 Hinkleville Road
Paducah, KY 42001
270-442-5671

917 Huntington Mall
P.O. Box 4053
Space #643
500 Mall Road
Barboursville, WV 25504
304-733-0894

918 Legacy Village
Space #25267
25267 Cedar Road
Lyndhurst, OH 44124
216-382-7362

919 Wausau Center
Space #Al28
A-128 Wausau Center
Wausau, WI 54403
715-848-8630

920 West Park Mall
182 West Park Mall
Cape Girardeau, MO 63703
573-335-2333

921 Crossroads Mall
Space #C-13
4201 West Division Street
St. Cloud, MN 56301
320-229-7476

923 Northpark Mall
Space #180
101 Range Line Road
Joplin, MO 64801
417-623-2510

924 Crestwood Plaza
40 Crestwood Plaza
St. Louis, MO 63126
314-918-7251

925 Westfield Shoppingtown Richland
Space #18
714 Richland Mall
Mansfield, OH 44906

419-589-2922

926 Westwood Mall
Space #808
1850 W. Michigan Ave.
Jackson, MI 49202
517-768-9030

927 Sunset Mall
Space #200
1700 Market Lane
Norfolk, NE 68701
402-844-3520

928 Deerfield Town Center
Space #3000
5525 Deerfield Blvd.
Mason, OH 45040
513-770-0240

929 Ohio Valley Mall
Space #540
67800 Mall Ring Road
St. Clairsville, OH 43950
740-526-0850

930 Midland Mall
Space #240
6800 Eastman Ave.
Midland, MI 48642
989-832-8583

931 Fort Henry Mall
2101 Fort Henry Drive
Kingsport, TN 37664
423-246-4951

932 McKinley Mall
Space #309
3701 McKinley Parkway
Buffalo, NY 14219
716-824-9231

933 Arnot Mall
3300 Chambers Rd Ste. 5146
Horseheads, NY 14845
607-739-8574

934 Apple Blossom Mall
Space #S171
1850 Apple Blossom Drive
Winchester, VA 22601
540-722-8175

935 Jordan Creek Town Center
Space #1430
1-80 & 74th Street
West Des Moines, IA 50265
515-225-6448

936 Clearview Mall
101 Clearview Circle
Butler, PA 16001
724-287-7700
Markland Mall

937 Space #B05
1212 South 17th Street
Kokomo, IN 46902
765-236-0084
Kirkwood Mall

938 Space #285
706 Kirkwood Mall
Bismarck, ND 58504
701-255-2783

939 Valley Mall
Space #318
1925 E. Market Street
Harrisonburg, VA 22801
540-432-6200

940 Battlefield Mall
Space #F06A
101 Battlefield Mall
Springfield, MO 65804
417-890-4036

941 Crossroads Mall
Space #F-11
Box 10 Crossroads Mall
Mt. Hope, WV 25880
304-253-9400

942 Nittany Mall
Space #814
2900 East College Ave.
State College, PA 16801
814-235-1032

943 Southgate Mall
Space #C16
2901 Brooks Street
Missoula, MT 59801
406-549-5280

944 Westfield Shoppingtown
6100 O Street
Lincoln, NE 68505

945 Eastview Mall
Space ##162
7979 Pittsford-Victor Road
Victor, NY 14564
585-223-0140

946 Findlay Village Mall
Space #469
1800 Tiffin Ave.
Findlay, OH 45840
419-429-0378

947 Chautauqua Mall
Space #644
318 E. Fairmont Ave.
Lakewood, NY 14750
716-763-0848

948 Genesee Valley Mall
Space #620 & 630
3341 S. Linden Road
Flint, MI 48507
810-720-5975

949 Bangor Mall
Space #1082
663 Stillwater Ave.
Bangor, ME 04401
207-942-2412

950 Champlain Centre
Space #A111
60 Smithfield Blvd.
Plattsburg, NY 12901
518-563-4477

951 Chambersburg Mall
Space #739
864 Chambersburg Mall
Chambersburg, PA 17201
717-261-9411

952 Valley View Mall
Space #LE230
4802 Valley View Blvd. NW
Roanoke, VA 24012

540-265-1168

953 Eastland Mall
Space #1050b
1615 East Empire St.
Bloomington, IL 61701
309-662-4167

954 The Galleria
500 Galleria Drive Space #186
Johnstown, PA 15904
814-266-0461
South Towne Center

955 Space #1220
10450 S. State Street
Sandy, UT 84070
801-553-1179

956 Concord Mall
Space #1214
3701 South Main
Elkhart, In 46517
574-875-9570

957 Miami Valley Centre
Space #C4
987 East Ash
Piqua, OH 45356
937-773-8510

958 Rotterdam Square Mall
Space# A-6
93 W. Campbell Road
Schenectady, NY 12306
518-370-0011

959 Westmoreland Mall
Space #117
970 E Pittsburgh Street
Greensburg, PA 15601
724-853-1428

960 Susquehanna Valley Mall
Space #C8 & C9
3 Susquehanna Valley Mall
Selinsgrove, PA 17870
570-374-3551

961 Wilton Mall at Saratoga
Space #B11a
3065 Route 50
Saratoga Springs, NY 12866
518-587-8121

962 Bay Park Square
Space #339
303 Bay Park Square
Green Bay, WI 54304
920-494-7736

963 Layton Hills Mall
Space #2056
1076 Layton Hills Mall
Layton, UT 84041
801-444-0310

964 Westgate Mall
7701 West 1-40
Space #716
Amarillo, TX 79121

966 St. Clair Square
175 St. Clair Square
Fairview Heights, IL 62208
618-624-7218
618-624-7218

967 York Gallera
Space #130
2899 Whiteford Road (US 30)
York, PA 17402
717-755-6201

968 Lima Mall
Space #564 & 548
2400 Elida Road
Lima, OH 45805

969 Magic Valley Mall
Space #195
1485 Poleline Road East
Twin Falls, ID 83301
208-735-8311

970 Greenwood Park
Space #F11
1251 US 31 North
Greenwood, IN
317-888-7233

971 Mercer Mall
7193 Route 25
Space #725
Bluefield, WV 24701
304-324-8448

972 Westfield Shoppingtown
8700 N.E. Vancouver Mall Drive
Space #214
Vancouver, WA 98662
360-944-6720

973 Manhattan Town Center
100 Manhattan Town Center
Manhattan, KS 66502
785-539-3611
785-539-3611

974 Galleria @ Pittsburgh Mills
208 Pittsburgh Mills Circle
Space #208
Tarentum, PA 15084
724-274-4292

976 Mall at Hays
2918 Vine Street
Space #200
Hays, KS 67601

977 Village Square Mall
57 Village Square Mall
Space #68
Effingham, IL 62401
217-347-7202

979 Shops at Boardwalk
8638 North Boardwalk Ave.
Space #14
Kansas City, MO 64154
816-741-8812

980 North Grand Mall
2801 Grand Avenue
Space #1090
Ames, IA 50010
515-232-9126

981 Summit Mall
Space #654
3265 West Market Street
Akron, OH 44333
330-873-1730

982 Town Center at Levis Commons
4175 Levis Commons Blvd.
Perrysburg, OH 43551
419-872-3750

983 South Hill Mall
3500 South Meridian
Puyallup, WA 98373
253-435-4472

986 Garden City Plaza
2214 East Kansas Ave.
Space #23 & #24
Garden City, KS 67846
620-260-9407

990 Northfield Square
Space #424a
1600 N.State Route 50
Bourbannais, IL 60914

Schedule 5.1 to Credit and Security Agreement

TRADE NAMES, CHIEF EXECUTIVE OFFICE, PRINCIPAL PLACE OF BUSINESS,

AND LOCATIONS OF COLLATERAL

TRADE NAMES

Christopher & Banks

C.J. Banks

Acorn

CHIEF EXECUTIVE OFFICE/PRINCIPAL PLACE OF BUSINESS

2400 Xenium Lane North

Plymouth, Minnesota 55441

OTHER INVENTORY AND EQUIPMENT LOCATIONS

None.

Schedule 5.2 to Credit and Security Agreement

CAPITALIZATION AND ORGANIZATIONAL CHART

Christopher & Banks Corporation, a Delaware corporation (“CBK”), is the parent organization and traded on the New York Stock Exchange. Christopher & Banks, Inc., a Minnesota corporation (“CBI”), a wholly owned subsidiary of CBK, is the operating company and the Borrower under the Credit and Security Agreement. Christopher & Banks Company, a Minnesota corporation (“CBC”), is a wholly owned subsidiary of CBI. Christopher & Banks Services Company, a Minnesota corporation, is a wholly owned subsidiary of CBC.

Schedule 5.7 to Credit and Security Agreement

LITIGATION MATTERS

None.

Schedule 5.11 to Credit and Security Agreement

INTELLECTUAL PROPERTY DISCLOSURES

The Borrower has the following trademarks:

Christopher & Banks

C&B by Christopher & Banks

C.J. Banks

Shapely Siloutettes

Braun’s

The Borrower files a copyright on many of its designs. This list constantly changes and a copy may be obtained by contacting the Borrower’s Chief Financial Officer.

Schedule 5.14 to Credit and Security Agreement

ENVIRONMENTAL MATTERS

None.

Schedule 6.3 to Credit and Security Agreement

PERMITTED LIENS

None.

Schedule 6.4 to Credit and Security Agreement

Permitted Indebtedness and Guaranties

INDEBTEDNESS

NONE.

GUARANTIES

NONE.

EXHIBIT 10.49

SECOND AMENDMENT TO AMENDED AND RESTATED
CREDIT AND SECURITY AGREEMENT

THIS SECOND AMENDMENT (the “ Amendment ”), dated May 23, 2008, is entered into by and between CHRISTOPHER & BANKS, INC. and CHRISTOPHER & BANKS COMPANY , each a Minnesota corporation (jointly and severally, the “ Borrower ,” and each a “ Borrower ” as the context requires), and WELLS FARGO BANK, NATIONAL ASSOCIATION (the “ Lender ”), acting through its Wells Fargo Business Credit operating division.

RECITALS

A. The Borrower and the Lender are parties to that certain Amended and Restated Credit and Security Agreement dated November 4, 2005, as amended by a First Amendment to Amended and Restated Credit and Security Agreement dated as of August 28, 2007 (as amended from time to time, the “ Credit Agreement ”). Capitalized terms used in these recitals have the meanings given to them in the Credit Agreement unless otherwise specified.

B. The Borrower has requested that certain amendments be made to the Credit Agreement, which the Lender is willing to make pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements herein contained, it is agreed as follows:

1. Defined Terms . Capitalized terms used in this Amendment which are defined in the Credit Agreement shall have the same meanings as defined therein, unless otherwise defined herein. In addition, Section 1.1 of the Credit Agreement is amended by adding or amending, as the case may be, the following definitions:

“ Business Day ” means a day on which the Federal Reserve Bank of New York is open for business and, if such day relates to a LIBOR Advance, a day on which dealings are carried on in the London interbank eurodollar market.

“ Default Rate ” means an annual interest rate in effect during a Default Period or following the Termination Date, which interest rate shall be equal to two percent (2.0%) over the applicable Floating Rate or the LIBOR Advance Rate, as the case may be, as such rate may change from time to time.

“ Floating Rate ” means an annual interest rate equal to the sum of the Prime Rate minus one-quarter of one percent (0.25%), which interest rate shall change when and as the Prime Rate changes.

“ Interest Period ” means the period that commences on (and includes) the Business Day on which either a LIBOR Advance is made or continued or on which a Floating Rate Advance is converted to a LIBOR Advance and ending on (but excluding)

the Business Day numerically corresponding to such date that is one, two, three or six months thereafter as designated by the Borrower, during which period the outstanding principal balance of the LIBOR Advance shall bear interest at the LIBOR Advance Rate; provided, however , that:

(a) No Interest Period may be selected for an Advance for a principal amount less than One Million Dollars ($1,000,000), and no more than five (5) different Interest Periods may be outstanding at any one time;

(b) If an Interest Period would otherwise end on a day which is not a Business Day, then the Interest Period shall end on the next Business Day thereafter, unless that Business Day is the first Business Day of a month, in which case the Interest Period shall end on the last Business Day of the preceding month); and

(c) No Interest Period applicable to a Revolving Advance may end later than the Maturity Date.

“ LIBOR ” means the rate per annum (rounded upward, if necessary, to the nearest whole 1/16 th of one percent (1%)) determined pursuant to the following formula:

LIBOR =	Base LIBOR
	100% - LIBOR Reserve Percentage

(i) “ Base LIBOR ” means the rate per annum for United States dollar deposits quoted by the Lender as the Inter-Bank Market Offered Rate, with the understanding that such rate is quoted by the Lender for the purpose of calculating effective rates of interest for loans making reference thereto, on the first day of a Interest Period for delivery of funds on said date for a period of time approximately equal to the number of days in such Interest Period and in an amount approximately equal to the principal amount to which such Interest Period applies. The Borrower understands and agrees that the Lender may base its quotation of the Inter-Bank Market Offered Rate upon such offers or other market indicators of the Inter-Bank Market as the Lender in its discretion deems appropriate including the rate offered for U.S. dollar deposits on the London Inter-Bank Market.

(ii) “ LIBOR Reserve Percentage ” means the reserve percentage prescribed by the Board of Governors of the Federal Reserve System (or any successor) for “ Eurocurrency Liabilities ” (as defined in Regulation D of the Federal Reserve Board, as amended), adjusted by the Lender for expected changes in such reserve percentage during the applicable Interest Period.

“ LIBOR Advance ” means an Advance bearing interest at the LIBOR Advance Rate.

“ LIBOR Advance Rate ” means an annual interest rate equal to the sum of LIBOR plus one and three-quarters of one percent (1.75%).

“ Maturity Date ” means June 30, 2011.

“ Officer ” means the Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice President-Treasury and Vice President-Finance of the Borrower.

“ Premises ” means all locations where the Borrower conducts its business or has any rights of possession, including as of the date set forth in Exhibit C attached hereto, the locations described in Exhibit C .

2. The definition of “ Wells Fargo Bank Affiliate Obligations ” shall be deleted in its entirety from the Credit Agreement and shall not be replaced, and each reference in the Credit Agreement to “ Obligations ” shall be deleted and replaced with the term “ Indebtedness ”, and Section 1.1 of the Agreement shall further be amended to include the following definition:

“ Indebtedness ” is used in its most comprehensive sense and means any debts, obligations and liabilities of Borrower to Lender, whether incurred in the past, present or future, whether voluntary or involuntary, and however arising, and whether due or not due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including without limitation indebtedness arising under any swap, derivative, foreign exchange, hedge, deposit, treasury management or any similar transaction or arrangement that Borrower may enter into at any time with Lender, whether or not Borrower may be liable individually or jointly with others, or whether recovery upon such Indebtedness may subsequently become unenforceable.

3. Procedures for Requesting Advances . Section 2.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 2.2 Procedures for Requesting Advances . The Borrower shall comply with the following procedures in requesting Revolving Advances:

(a) Type of Advances. Each Advance shall be funded as either a Floating Rate Advance or a LIBOR Advance, as the Borrower shall specify in a request delivered to the Lender conforming to the requirements of Section 2.2(b); Floating Rate Advances and LIBOR Advances may be outstanding at the same time. Each request for a LIBOR Advance shall be in multiples of $1,000,000, with a minimum request of at least $1,000,000. LIBOR Advances shall not be available during Default Periods.

(b) Time for Requests . The Borrower shall request each Advance so that it is received by Lender not later than the Cut-off Time (i) with respect to an Advance that is a Floating Rate Advance, on the Business Day on which the Advance is to be made, and (ii) with respect to an Advance that is a LIBOR Advance, on the Business Day that is two (2) Business Days prior to the Business Day on which the Advance is to be made. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender, shall be in writing or by telephone or telecopy transmission, and in the case of a request by telephone or telecopy transmission, shall be confirmed in writing (including e-mail) by the Borrower if so requested by the Lender, by (i) an Officer; or (ii)

a Person designated as the Borrower’s agent by an Officer in a writing delivered to the Lender; or (iii) a Person whom the Lender reasonably believes to be an Officer or such a designated agent, which confirmation shall specify whether the Advance shall be a Floating Rate Advance or a LIBOR Advance and, with respect to any LIBOR Advance, shall specify the principal amount of the LIBOR Advance and the Interest Period applicable thereto. The Borrower shall repay all Advances even if the Lender does not receive such confirmation and even if the Person requesting an Advance was not in fact authorized to do so. Any request for an Advance, whether written or telephonic, shall be deemed to be a representation by the Borrower that the conditions set forth in Section 4.2 have been satisfied as of the time of the request.

(c) Disbursement . Upon fulfillment of the applicable conditions set forth in Article IV, the Lender shall disburse the proceeds of the requested Advance by crediting the Borrower’s operating account maintained with Lender unless the Lender and the Borrower shall agree to another manner of disbursement.

4. LIBOR Advances . Section 2.2A is hereby added to the Credit Agreement as follows:

Section 2.2A LIBOR Advances.

(a) Converting Floating Rate Advances to LIBOR Advances; Procedures . So long as no Default Period is in effect, the Borrower may convert all or any part of the principal amount of any outstanding Floating Rate Advance into a LIBOR Advance by requesting that the Lender convert same no later than the Cut-off Time on the Business Day that is two (2) Business Days prior to the Business Day on which the Borrower wishes the conversion to become effective. Each request that conforms to the terms of this Agreement shall be effective upon receipt by the Lender and shall be confirmed in writing (including e-mail) by the Borrower if the Lender so requests by any Officer or designated agent identified in Section 2.2(b) or Person reasonably believed by the Lender to be such an Officer or designated agent, which request shall specify the Business Day on which the conversion is to occur, the total amount of the Floating Rate Advance to be converted, and the applicable Interest Period. Each such conversion shall occur on a Business Day, and the aggregate amount of Floating Rate Advances converted to LIBOR Advances shall be in multiples of $1,000,000, with a minimum conversion amount of at least $1,000,000.

(b) Procedures at End of an Interest Period . Unless the Borrower requests a new LIBOR Advance in accordance with the procedures set forth below, or prepays the principal of an outstanding LIBOR Advance at the expiration of an Interest Period, the Lender shall automatically and without request of the Borrower convert each LIBOR Advance to a Floating Rate Advance on the last day of the relevant Interest Period. So long as no Default exists, the Borrower may cause all or any part of any maturing LIBOR Advance to be renewed as a new LIBOR Advance by requesting that the Lender continue the maturing Advance as a LIBOR Advance no later than the Cut-off Time on the Business Day that is two (2) Business Days prior to the Business Day constituting the

first day of the new Interest Period. Each such request shall be confirmed in writing (including e-mail) by the Borrower upon the Lender’s request by any Officer or designated agent identified in Section 2.2(b), or by a Person reasonably believed by the Lender to be such an Officer or designated agent, which confirmation shall be effective upon receipt by the Lender, and which shall specify the amount of the expiring LIBOR Advance to be continued and the applicable Interest Period. Each new Interest Period shall begin on a Business Day and the amount of each LIBOR Advance shall be in multiples of $1,000,000, with a minimum Advance of at least $1,000,000.

(c) Setting and Notice of Rates . The Lender shall, with respect to any request for a LIBOR Advance under Section 2.2 or a conversion or renewal of a LIBOR Advance under this Section 2.2A, provide the Borrower with a LIBOR quote for each Interest Period identified by the Borrower on the Business Day on which the request was made, if the request is received by the Lender prior to the Cut-off Time, or for requests received by the Lender after the Cut-off Time, on the next Business Day or on the Business Day on which the Borrower has requested that the LIBOR Advance be made effective. If the Borrower does not immediately accept a LIBOR quote, the quoted rate shall expire and any subsequent request from Borrower for a LIBOR quote shall be subject to redetermination by the Lender of the applicable LIBOR for the LIBOR Advance.

(d) Taxes and Regulatory Costs . The Borrower shall pay the Lender with respect to any Advance, upon demand and in addition to any other amounts due or to become due hereunder, any and all (i) withholdings, interest equalization taxes, stamp taxes or other taxes (except income and franchise taxes) imposed by any domestic or foreign governmental authority and related in any manner to LIBOR, and (ii) future, supplemental, emergency or other changes in the LIBOR Reserve Percentage, assessment rates imposed by the Federal Deposit Insurance Corporation, or similar requirements or costs imposed by any domestic or foreign governmental authority or resulting from compliance by the Lender with any request or directive (whether or not having the force of law) from any central bank or other governmental authority and related in any manner to LIBOR to the extent they are not included in the calculation of LIBOR. In determining which of the foregoing are attributable to any LIBOR option available to the Borrower hereunder, any reasonable allocation made on a timely basis by the Lender among its operations shall be conclusive and binding upon the Borrower.

5. Contracted Funds Breakage Fees . Section 2.6(g) is hereby added to the Credit Agreement as follows:

(g) Contracted Funds Breakage Fees . The Borrower may prepay the principal amount of the Revolving Note at any time in any amount, whether voluntarily or by acceleration, provided, however , that if the principal amount of any Revolving Note LIBOR Advance is prepaid, the Borrower shall pay to the Lender immediately upon demand a contracted funds breakage fee equal to the sum of the discounted monthly differences for each month from the month of prepayment through the month in which such Interest Period matures, calculated as follows for each such month:

(i) Determine the amount of interest which would have accrued each month on the amount prepaid at the interest rate applicable to such amount had it remained outstanding until the last day of the applicable Interest Period.

(ii) Subtract from the amount determined in (i) above the amount of interest which would have accrued for the same month on the amount prepaid for the remaining term of such Interest Period at LIBOR in effect on the date of prepayment for new loans made for such term in a principal amount equal to the amount prepaid.

(iii) If the result obtained in (ii) for any month is greater than zero, discount that difference utilizing the LIBOR set forth in (ii) above as the discount factor.

The Borrower acknowledges that prepayment of the Revolving Note may result in the Lender incurring additional costs, expenses or liabilities, and that it is difficult to ascertain the full extent of such costs, expenses or liabilities. The Borrower therefore agrees to pay the above-described contracted funds breakage fee and agrees that said amount represents a reasonable estimate of the contracted funds breakage costs, expenses and/or liabilities of the Lender.

6. Time for Interest Payments . Section 2.7(a) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(a) Time For Interest Payments . Accrued and unpaid interest accruing on Floating Rate Advances shall be due and payable on the first day of each month and on the Termination Date (each an “ Interest Payment Date ”), or if any such day is not a Business Day, on the next succeeding Business Day. Interest will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of advance to the Interest Payment Date. If an Interest Payment Date is not a Business Day, payment shall be made on the next succeeding Business Day. Interest accruing on each LIBOR Advance shall be due and payable on the last day of the applicable Interest Period; provided, however , for Interest Periods that are longer than one month, interest shall nevertheless be due and payable monthly on the last day of each month, and on the last day of the Interest Period.

7. Grant of Security Interest . Section 3.1 of the Credit Agreement shall be deleted in its entirety and restated as follows:

Section 3.1 Grant of Security Interest . The Borrower hereby pledges, assigns and grants to Lender, a lien and security interest (collectively referred to as the “ Security Interest ”) in the Collateral, as security for the payment and performance of: (a) all present and future Indebtedness of the Borrower to Lender; (b) all obligations of the Borrower and rights of Lender under this Agreement; and (c) all present and future obligations of the Borrower to Lender of other kinds. Upon request by Lender, the

Borrower will grant Lender a security interest in all commercial tort claims that the Borrower may have against any Person.

8. Inventory and Equipment Locations. Section 5.1 of the Credit Agreement is hereby amended to add the following immediately prior to the last sentence:

Notwithstanding the foregoing, with respect to Inventory and Equipment located at the Borrower’s store locations, such representation is made as of the date set forth on the list of stores attached to Exhibit C and incorporated by reference to Schedule 5.1.

9. Capitalization. Section 5.2 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 5.2 Capitalization . Schedule 5.2 (a) constitutes a correct and complete list of all Persons holding ownership interests and rights to acquire ownership interests, which if fully exercised would cause such Person to hold more than five percent (5%) of all ownership interests of the Borrower on a fully diluted basis, and (b) sets forth the ownership structure of all Subsidiaries of the Borrower, as of the date set forth thereon.

10. Subsidiaries . Section 5.5 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 5.5 Subsidiaries . Except as set forth on Schedule 5.2, the Borrower has no subsidiaries. Borrower will provide Lender not less than ten (10) days’ notice prior to the creation of any new Subsidiary, provided further that such Subsidiary shall execute and deliver to Lender a guaranty in favor of the Lender, in form and substance satisfactory to the Lender, guaranteeing the Obligations of the Borrower, or, at Lender’s discretion, such Subsidiary shall become a Borrower, in each case within thirty (30) days of the creation of such Subsidiary, if such Subsidiary exists at such date.

11. Litigation. Section 5.7 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 5.7 Litigation . Except as set forth on Schedule 5.7, there are no actions, suits or proceedings pending or, to the Borrower’s knowledge, threatened against or affecting the Borrower or any of its Affiliates or the properties of the Borrower or any of its Affiliates before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to the Borrower or any of its Affiliates, would have a material adverse effect on the financial condition, properties or operations of the Borrower or any of its Affiliates.

12. Intellectual Property Rights . Section 5.11 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 5.11 Intellectual Property Rights . Except for Owned Intellectual Property (as defined below) no longer necessary in the operation of Borrower’s business, Schedule 5.11 is a complete list of all patents, applications for patents, trademarks, applications to register trademarks, service marks, applications to register service marks, mask works, trade dress and copyrights for which the Borrower is the owner of record (the “ Owned Intellectual Property ”); provided, however , that with respect to copyrights, the Borrower will provide a then current list of all copyrights as soon as is practicable, but in any event not later than thirty (30) days after request by the Lender, if the Lender is unable to obtain such list, in form and substance acceptable to the Lender, from the database maintained by the U.S. Copyright Office and accessible via its website. Except as disclosed on Schedule 5.11, and except for Owned Intellectual Property no longer necessary in the operation of Borrower’s business, (i) the Borrower owns the Owned Intellectual Property free and clear of all restrictions (including covenants not to sue a third party), court orders, injunctions, decrees, writs or Liens, whether by written agreement or otherwise, (ii) no Person other than the Borrower owns or has been granted any right in the Owned Intellectual Property, (iii) all Owned Intellectual Property is valid, subsisting and enforceable and (iv) the Borrower has taken all commercially reasonable action necessary to maintain and protect the Owned Intellectual Property.

13. Reporting Requirements. Section 6.1(h) of the Credit Agreement is hereby deleted in its entirety and replaced with “Intentionally Omitted”.

14. Permitted Liens. Section 6.3(a)(iv) of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

(iv) Purchase money Liens relating to indebtedness or capitalized lease obligations for the acquisition of machinery and equipment (including vehicles) of the Borrower not exceeding the lesser of cost or fair market value thereof and so long as no Default Period is then in existence and none would exist immediately after such acquisition;

15. Investments and Subsidiaries. The reference to “Schedule 5.5” contained in Section 6.6(d) of the Credit Agreement is hereby deleted in its entirety and replaced with “Schedule 5.2,” and any and all other references to Schedule 5.5 contained in the Credit Agreement are hereby deleted in their entirety. In addition, Section 6.6 of the Credit Agreement is hereby amended by adding the following subsection (e)

(e) Investments related to a transaction permitted under Section 6.17, below.

16. Consolidation and Merger; Asset Acquisitions . Section 6.17 of the Credit Agreement is hereby deleted in its entirety and replaced with the following:

Section 6.17 Consolidation and Merger; Acquisitions . Neither a Borrower nor the Guarantor will consolidate with or merge into any Person, or permit any other Person to merge into it, or acquire (in a transaction analogous in purpose or effect to a

consolidation or merger) the stock or other equity interests or all or substantially all the assets of any other Person unless:

(a) the Person formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged (if the Borrower or the Guarantor is not the surviving entity), the Person that acquires by conveyance or transfer all or substantially all of the properties and assets of the Borrower or the Guarantor, as the case may be, or the Person which is acquired (i) shall be a Person organized and existing under the laws of the United States of America or any State or the District of Columbia, (ii) shall expressly assume by an amendment to or restatement of this Agreement, or the Guaranty, as applicable, the performance of every covenant of this Agreement on the part of the Borrower or of the Guaranty on the part the Guarantor to be performed or observed and (iii) if such Person is a holding company with a significant portion of its operations conducted and assets held by one or more subsidiaries, shall provide for guaranties from such subsidiaries on substantially the same terms and conditions as are set forth in the Guaranty;

(b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing;

(c) immediately after giving effect to such transaction, the Person formed by such consolidation or into which the Borrower or the Guarantor, as the case may be, is merged or the Person that acquired by conveyance or transfer the stock or other equity interests, or all or substantially all of the properties and assets of the Borrower or the Guarantor, as the case may be, shall have a tangible net worth of not less than the consolidated tangible net worth of the Borrower and Guarantor immediately preceding such transaction;

(d) the Borrower and the Guarantor have delivered to the Lender an officer’s certificate stating that such consolidation, merger, conveyance, transfer or acquisition and such amendment or restatement complies with this Section 6.17 and that all conditions precedent herein relating to such transaction have been complied with; and

(e) such consolidation, merger, conveyance, transfer or acquisition has been approved prior to the transaction in writing by the Lender and such approval shall not be unreasonably withheld; provided, however, that no approval by the Lender is required for any acquisition by a Borrower or Guarantor of all of the outstanding stock or other equity interests, or all or substantially all of the assets of any other Person and/or a consolidation or merger in which the Borrower or Guarantor is the surviving Person, as long as the following conditions are satisfied:

(i) the conditions specified in subsections (a) through (d) above, as applicable, are satisfied;

(ii) the line or lines of business of the Person or assets to be acquired by, or merged or consolidated into, such Borrower or Guarantor are substantially the same line of business conducted by the Borrower; and

(iii) the aggregate purchase price of all acquisitions and value of any consideration for any merger or consolidation (including, for any transaction, the assumption of any liabilities) by the Borrowers and Guarantor for the current fiscal year to date, including the proposed acquisition, merger or consolidation, is less than or equal to $25,000,000.

17. Premises. Exhibit C of the Credit Agreement is hereby replaced with Exhibit C attached hereto.

18. Credit Agreement Schedules. Schedules 5.1, 5.2, 5.7, 5.11, 5.14, 6.3 and 6.4 to the Credit Agreement are hereby replaced with Schedules 5.1, 5.2, 5.7, 5.11, 5.14, 6.3 and 6.4 attached hereto.

19. Dissolution of Christopher & Banks Services Company . The parties acknowledge and agree that on or about November 2, 2007, Christopher & Banks Services Company, a Minnesota corporation (“ CBSC ”), and a Borrower under the Credit Agreement, was dissolved pursuant to Articles of Dissolution filed with the Minnesota Secretary of State. Borrowers hereby represent and warrant that CBSC did not have any outstanding debts, obligations or liabilities (other than the Indebtedness under the Credit Agreement) and that any and all properties, assets and claims of CBSC were distributed to Christopher & Banks Company, a Minnesota corporation and the sole shareholder of CBSC. Any and all references to CBSC in the Credit Agreement and Loan Documents are hereby removed from such documents.

20. Waiver of Defaults. The dissolution of CBSC discussed in Paragraph 19, above constitutes an Event of Default under Section 7.1(e) of the Credit Agreement (the “ Existing Default ”). Upon the terms and subject to the conditions set forth in this Amendment, Lender hereby waives the Existing Default. This waiver shall be effective only in this specific instance and for the specific purpose for which it is given, and this waiver shall not entitle the Borrower to any other or further waiver in any similar or other circumstances.

21. No Other Changes . Except as explicitly amended by this Amendment, all of the terms and conditions of the Credit Agreement shall remain in full force and effect and shall apply to any advance or letter of credit thereunder.

22. Conditions Precedent . This Amendment shall be effective when the Lender shall have received an executed original hereof together with the Acknowledgment and Agreement of Guarantor set forth at the end of this Amendment, duly executed by the Guarantor.

23. Undertakings . Borrower hereby agrees that within sixty (60) days of the date of this Amendment, Borrower shall deliver to Lender an appropriate third-party disclaimer and consent or waiver related to Borrowers’ Inventory located at the Shepherdsville, Kentucky inventory location listed on Schedule 5.1 attached hereto.

24. Representations and Warranties . The Borrower hereby represents and warrants to the Lender as follows:

(a) The Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments has been duly executed and delivered by the Borrower and constitute the legal, valid and binding obligation of the Borrower, enforceable in accordance with its terms.

(b) The execution, delivery and performance by the Borrower of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to the Borrower, or the articles of incorporation or by-laws of the Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan or credit agreement or any other agreement, lease or instrument to which the Borrower is a party or by which it or its properties may be bound or affected.

(c) After giving effect to this Amendment, all of the representations and warranties contained in Article V of the Credit Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

25. References . All references in the Credit Agreement to “this Agreement” shall be deemed to refer to the Credit Agreement as amended hereby; and any and all references in the Security Documents to the Credit Agreement shall be deemed to refer to the Credit Agreement as amended hereby.

26. No Other Waiver . Except as set forth in Paragraph 20 hereof, the execution of this Amendment and the acceptance of all other agreements and instruments related hereto shall not be deemed to be a waiver of any Default or Event of Default under the Credit Agreement or a waiver of any breach, default or event of default under any Security Document or other document held by the Lender, whether or not known to the Lender and whether or not existing on the date of this Amendment.

27. Release . The Borrower, and each Guarantor executing the Acknowledgment and Agreement of Guarantor set forth below, hereby absolutely and unconditionally releases and forever discharges the Lender, and any and all participants, parent corporations, subsidiary corporations, affiliated corporations, insurers, indemnitors, successors and assigns thereof, together with all of the present and former directors, officers, agents and employees of any of the foregoing, from any and all claims, demands or causes of action of any kind, nature or description, whether arising in law or equity or upon contract or tort or under any state or federal law or otherwise, which the Borrower or Guarantor has had, now has or has made claim to have against any such person for or by reason of any act, omission, matter, cause or thing whatsoever arising from the beginning of time to and including the date of this Amendment, whether such claims, demands and causes of action are matured or unmatured or known or unknown.

28. Costs and Expenses . The Borrower hereby reaffirms its agreement under the Credit Agreement to pay or reimburse the Lender on demand for all costs and expenses incurred by the Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, the Borrower specifically agrees to pay all fees and disbursements of counsel to the Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. The Borrower hereby agrees that the Lender may, at any time or from time to time in its sole discretion and without further authorization by the Borrower, make a loan to the Borrower under the Credit Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

29. Miscellaneous . This Amendment and the Acknowledgment and Agreement of Guarantor set forth below may be executed in any number of counterparts and by facsimile or e-mail transmission, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.

[ Remainder of Page Intentionally Blank ]

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

LENDER:		BORROWER:


WELLS FARGO BANK, NATIONAL ASSOCIATION		CHRISTOPHER & BANKS, INC.

By	/s/ Kerri L. Otto	By:	/s/ Andrew K. Moller
Kerri L. Otto		Andrew K. Moller
Its Vice President		Executive Vice President &
		Chief Financial Officer

		CHRISTOPHER & BANKS COMPANY


		By:	/s/ Andrew K. Moller
		Andrew K. Moller Executive Vice President & Chief Financial Officer

[Signature Page to Second Amendment to Amended and Restated Credit Agreement]

ACKNOWLEDGMENT AND AGREEMENT OF GUARANTOR

The undersigned, a guarantor of the indebtedness of CHRISTOPHER & BANKS, INC., and CHRISTOPHER & BANKS COMPANY , each a Minnesota corporation (collectively referred to herein as, the “ Borrower ”) to WELLS FARGO BANK, NATIONAL ASSOCIATION (the “ Lender ”), acting through its Wells Fargo Business Credit operating division, pursuant to a Guaranty dated November 4, 2005 (the “Guaranty ”), hereby (i) acknowledges receipt of the foregoing Amendment; (ii) consents to the terms (including without limitation the release set forth in Paragraph 28 of the Amendment) and execution thereof; (iii) reaffirms all obligations to Lender pursuant to the terms of the Guaranty; and (iv) acknowledges that Lender may amend, restate, extend, renew or otherwise modify the Agreement and any indebtedness or agreement of the Borrower, or enter into any agreement or extend additional or other credit accommodations, without notifying or obtaining the consent of the undersigned and without impairing the liability of the undersigned under the Guaranty for all of the Borrower’s present and future indebtedness to the Lender.

		CHRISTOPHER & BANKS CORPORATION


		/s/ Andrew K. Moller
		By Andrew K. Moller
		Its Executive Vice President and
		Chief Financial Officer

Exhibit C to Credit and Security Agreement

PREMISES

The Premises referred to in the Credit and Security Agreement are as follows:

1. Headquarters and Distribution Center:

2400 Xenium Lane North

Plymouth, Minnesota 55441

2. Stores:

See attached spreadsheets.

Christopher and Banks Address Directory
Revised 5/23/2008

102 White Bear Center
4395 Lake Avenue South
White Bear Lake, MN 55110
651-426-4042

103 Woodbury Lakes Bldg A
9100 Hudson Road Suite #112
Woodbury, MN 55125
651-264-0123

105 Central Square Mall
201 NW 46 Street
Grand Rapids, MN 55744
218-326-4330

106 Northgate Mall
9483 Colerain Avenue
Cincinnati, OH 45251
513-245-0564

108 Southdale Center
2330 Southdale Center
Edina, MN 55435
952-920-1830

109 Arbor Lakes #Bldg 14
7876 Main Street North
Maple Grove, MN 55369
763-773-2000

111 Maplewood Mall
3001 White Bear Avenue
Suite 2014
Maplewood, MN 55109
651-770-3921

112 Crossroads Shopping Center
4101 West Division St.
Suite B37
St. Cloud, MN 56301-6601
320-253-0170

113 Washington Square Mall
815 Lake Avenue
Detroit Lakes, MN 56501
218-847-4958

115 Columbia Mall #427
2800 Columbia Road
Grand Forks, ND 58201
701-772-6637

116 Rapids Mall
555 West Grand Ave. B-4
Wisconsin Rapids, WI 54495
715-421-2730

117 Paul Bunyan Mall
1401 Paul Bunyan Drive NW
Bemidji, MN 56601
218-751-5812

118 Prairie Hills Mall
1681 3rd Ave W
Dickinson, ND 58601
701-225-6896

119 Southtown Center #511
7833 Southtown Center
Bloomington, MN 55431
952-886-9053

120 Westdale Mall
2600 Edgewood Road SW
Cedar Rapids, IA 52404
319-396-3257

121 Southpoint Pavilions #L-17
2940 Pine Lake Road, Suite O
Lincoln, NE 68516
402-420-6888

122 West Acres Mall
I-29 and 13 th Avenue South
Fargo, ND 58103
701-282-9308

124 Holiday Mall
425 COLLEGE DRIVE S
STE #6
DEVILS LAKE, ND 58301
701-662-5095
(must be in all caps where shown)

126 Crossroads Mall
217 S. 25 th Street (C4)
Fort Dodge, IA 50501
515-955-5282

127 Dakota Square
214 Dakota Square
Minot, ND 58701
701-852-2444

128 Valley View Mall #121
3800 State Rd 16
LaCrosse, WI 54601-1898
608-781-0560

129 The Village of Blaine #314
4255 Pheasant Ridge Drive
Blaine, MN 55449
763-783-7251

130 Kirkwood Mall
630 Kirkwood Mall
Bismarck, ND 58504
701-222-2993

132 Crossroads Mall #209
2060 Crossroads Blvd.
Waterloo, IA 50702
319-226-3211

133 Westfield Mall-Gateway
6100 “O” Street #516
Lincoln, NE 68505
402-467-2593