0000892712-02-000410 Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • November 20th, 2002 • Kohls Corporation • Retail-department stores • New York

We (the “Manager”) are acting on behalf of the underwriter or underwriters (including ourselves) named below (such underwriter or underwriters being herein called the (“Underwriters”), and we understand that Kohl’s Corporation, a Wisconsin corporation (the “Company”), proposes to issue and sell $300,000,000 aggregate principal amount of 6.00% Debentures Due 2033 (the “Debt Securities”). The Debt Securities will be initially offered to the public at a price equal to 99.253% of the principal amount. The Debt Securities are also referred to herein as the “Offered Securities.” The Debt Securities will be issued pursuant to provisions of an Indenture dated as of December 1, 1995, as amended, (the “Indenture”) between the Company and The Bank of New York, as Trustee (the “Trustee”).

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