KOHLS Corp — Director's Dealing 2010

Mar 31, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KOHLS CORPORATION (KSS)
CIK: 0000885639
Period of Report: 2010-03-09

Reporting Person: MANSELL KEVIN (Director, Chairman, President, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-03-09	Common Stock	G	1900	—	Disposed	234704	Direct
2010-03-30	Common Stock	F	2441	$55.74	Disposed	232263	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-03-29	Employee Stock Options	$55.74	A	130000	Acquired	2017-03-29	Common Stock (130000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	138000	Indirect
Common Stock	32293	Indirect
Common Stock	32293	Indirect
Common Stock	27115	Indirect
Common Stock	4628	Indirect

Footnotes

F1: This transaction is a gift; therefore the price is not applicable.

F2: Represents shares used to satisfy tax withholding obligation upon vesting of performance shares under the Company's 2003 Long-Term Compensation Plan.

F3: Includes 24,964 unvested performance shares and 122,169 unvested restricted shares. In accordance with SEC rules, this number does not include other forms of securities held, such as vested stock options.

F4: Mr. Mansell is not the trustee or beneficiary of the family trust. He disclaims ownership of the trust's shares for purposes of Section 16 of the Exchange Act and, accordingly, disclaims any obligation to report its transactions.

F5: This report should not be deemed an admission that the reporting person is the beneficial owner of his spouse's shares for purposes of Section 16 or any other purpose.

F6: This report should not be deemed an admission that the reporting person is the beneficial owner of his children's shares for purposes of Section 16 or any other purpose.

F7: Exercisable in five equal annual installments on the first through fifth anniversaries of the Grant Date.