Private Label Credit Card Program Agreement

Exhibit 10.2

EXECUTION COPY

PRIVATE LABEL CREDIT CARD PROGRAM AGREEMENT by and between

KOHL' S DEPARTMENT STORES, INC.

and

CHASE BANK USA, NATIONAL ASSOCIATION

March 5, 2006

TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 1 1.1 Generally. 1 1.2 Miscellaneous. 8 ARTICLE 2 ESTABLISHMENT OF THE PROGRAM 8 2.1 Generally. 8 2.2 Credit Program. 8 2.3 Account Terms. 8 2.4 Conversion of Purchased Accounts. 9 2.5 Exclusivity. 9 2.6 Non-Solicitation. 9 ARTICLE 3 PROGRAM MANAGEMENT 10 3.1 Program Objectives. 10 3.2 Program Managers; Program Team. 10 3.3 Management Committee. 11 3.4 Functions of the Management Committee. 11 3.5 Management Committee Meetings. 12 ARTICLE 4 PROGRAM OPERATION 12 4.1 Operating Procedures; Operation of the Program. 12 4.2 Certain Responsibilities of Kohl' s. 12 4.3 Certain Responsibilities of Bank. 13 4.4 Ownership of Accounts. 14 4.5 Documents Developed and Used in Connection with the Program. 15 4.6 Risk Management/Credit Standards. 15 4.7 Exception Accounts. 15 4.8 Program Website. 16 4.9 Sales Taxes. 16 4.10 Systems. 16 ARTICLE 5 MARKETING OF THE PROGRAM 16 5.1 Kohl' s Responsibility to Market the Program. 16 5.2 Bank' s Responsibility to Market the Program. 17 5.3 Communications with Cardholders. 17 5.4 Access to Bank Marketing Resources. 18 5.5 Club Plans. 18 ARTICLE 6 CARDHOLDER AND CUSTOMER INFORMATION 18 6.1 Customer Information. 18 6.2 Qualified Kohl' s Customer List. 19 6.3 Cardholder Data. 20 6.4 Kohl' s Shopper Data. 20 6.5 Data Security. 20 ARTICLE 7 OPERATING STANDARDS 22 7.1 Reports. 22


i 7.2 Servicing. 22 7.3 Customer Service. 22 7.4 Transfer of Servicing to Bank. 23 7.5 Access. 23 7.6 Disaster Recovery Plans. 23 7.7 Sarbanes-Oxley Compliance. 23 ARTICLE 8 MERCHANT SERVICES 24 8.1 Transmittal and Authorization of Charge Transaction Data. 24 8.2 POS Terminals. 24 8.3 In-Store Payments. 24 8.4 Settlement Procedures. 25 8.5 Returns of Kohl' s Goods and/or Services. 25 8.6 No Merchant Discount. 25 ARTICLE 9 PROGRAM ECONOMICS 26 9.1 Monthly Statement to Kohl' s. 26 9.2 Compensation. 26 ARTICLE 10 LICENSING OF TRADEMARKS; INTELLECTUAL PROPERTY 26 10.1 The Kohl' s Licensed Marks. 26 10.2 The Bank Licensed Marks. 28 10.3 Ownership of Intellectual Property. 29 ARTICLE 11 REPRESENTATIONS, WARRANTIES AND COVENANTS 30 11.1 General Representations and Warranties of Kohl' s. 30 11.2 General Representations and Warranties of Bank. 32 11.3 General Covenants of Kohl' s. 34 11.4 General Covenants of Bank. 35 ARTICLE 12 CONFIDENTIALITY 37 12.1 General Confidentiality. 37 12.2 Use and Disclosure of Confidential Information 38 12.3 Unauthorized Use or Disclosure of Confidential Information 38 12.4 Return or Destruction of Confidential Information 39 ARTICLE 13 RETAIL PORTFOLIO ACQUISITIONS AND DISPOSITIONS 39 13.1 Retail Portfolio Acquisition. 39 13.2 Retail Portfolio Disposition. 39 ARTICLE 14 EVENTS OF DEFAULT; RIGHTS AND REMEDIES 39 14.1 Events of Default. 39 14.2 Defaults by Bank. 40 14.3 Defaults by Kohl' s. 41 14.4 Remedies for Events of Default. 41 ARTICLE 15 TERM/TERMINATION 42 15.1 Term. 42 15.2 Termination by Kohl' s Prior to the End of the Initial Term or a Renewal Term. 42 15.3 Termination by Bank Prior to the End of the Initial Term or Renewal Term. 42


ii ARTICLE 16 EFFECTS OF TERMINATION 42 16.1 General Effects. 42 16.2 Kohl' s Option to Purchase the Program Assets. 42 16.3 Rights of Bank if Purchase Option not Exercised. 43 ARTICLE 17 INDEMNIFICATION 43 17.1 Kohl' s Indemnification of Bank. 43 17.2 Bank' s Indemnification of Kohl' s. 44 17.3 Procedures. 45 17.4 Notice and Additional Rights and Limitations. 46 ARTICLE 18 MISCELLANEOUS 46 18.1 Precautionary Security Interest. 47 18.2 Securitization; Participation. 47 18.3 Assignment. 47 18.4 Sale or Transfer of Accounts. 47 18.5 Subcontracting. 47 18.6 Amendment. 48 18.7 Non-Waiver. 48 18.8 Severability. 48 18.9 Waiver of Jury Trial. 48 18.10 Governing Law. 48 18.11 Captions. 48 18.12 Notices. 48 18.13 Further Assurances. 49 18.14 No Joint Venture. 49 18.15 Press Releases. 49 18.16 No Set-Off. 50 18.17 Conflict of Interest. 50 18.18 Third Parties. 50 18.19 Force Majeure. 50 18.20 Entire Agreement. 50 18.21 Binding Effect; Effectiveness. 51 18.22 Counterparts/Facsimiles. 51 18.23 Survival. 51


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This Private Label Credit Card Program Agreement is made as of the 5 th day of March, 2006, by and between KOHL' S DEPARTMENT STORES, INC. (" Kohl' s" ), a Delaware corporation with its principal offices at Menomonee Falls, Wisconsin, and Chase Bank USA, National Association (" Bank" ), a national bank with an office at 3 Christina Center 201 North Walnut Street Wilmington, DE, 19801. W I T N E S S E T H : WHEREAS, Bank has established programs to extend private label card credit to qualified customers for the purchase of goods and services; WHEREAS, Kohl' s is engaged, among other activities, in operating retail department stores and a Private Label Credit Card Business; WHEREAS, concurrently with the execution of this Agreement, Bank and Kohl' s are entering into a purchase and sale agreement (the " Purchase Agreement" ) pursuant to which Bank shall purchase Kohl' s Private Label Credit Card Business, including certain credit card accounts and associated receivables (" Purchased Accounts" ); WHEREAS, it is a condition precedent to the obligations of Kohl' s under the Purchase Agreement that Kohl' s and Bank enter into this Agreement;

WHEREAS, Kohl' s has requested that Bank establish a program pursuant to which Bank shall issue Private Label Credit Cards, which shall be accepted only by Kohl' s Channels; and

WHEREAS, the parties agree that the goodwill associated with the " Kohl' s" mark contemplated for use hereunder is of substantial value which is dependent upon the maintenance of high quality services and appropriate use of the mark pursuant to this Agreement; NOW, THEREFORE, in consideration of the terms, conditions and mutual covenants contained herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Kohl' s and Bank agree as follows:

ARTICLE 1 DEFINITIONS

1.1 Generally.

The following terms shall have the following meanings when used in this Agreement:

" Account" means a Private Label Credit Card-accessed open-end credit account established in favor of a Cardholder, pursuant to which such Cardholder may finance the purchase of Goods and/or Services from Kohl' s Channels, subject to the terms of a Credit Card Agreement. The term Account includes Purchased Accounts.


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" Account Documentation" means, with respect to an Account, any and all documentation relating to that Account, including Credit Card Documentation, checks or other forms of payment with respect to an Account, credit bureau reports (to the extent not prohibited from transfer by contract with the credit bureau), adverse action notices, change in terms notices, other notices, correspondence, memoranda, documents, stubs, instruments, certificates, agreements, magnetic tapes, disks, hard copy formats or other computer-readable data transmissions, any microfilm, electronic or other copy of any of the foregoing, and any other written, electronic or other records or materials of whatever form or nature, whether tangible or intangible, including information arising from or relating or pertaining to any of the foregoing to the extent related to the Program; provided that Account Documentation shall not include Kohl' s register tapes, invoices, sales or shipping slips, delivery and other receipts or other indicia of the sale of Goods and/or Services. " Account Terms" has the meaning set forth in Section 2.3. " Accrued Interest" means the aggregate amount of all finance charges that were accrued and earned, but not posted on the Accounts as of the end of the month or other relevant time period.

" Acquisition Price" has the meaning set forth in Schedule 1.1 .

" Affiliate" means, with respect to any Person, each Person that controls, is controlled by, or is under common control with, such Person. For purposes of this definition, " control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of its management or policies, whether through the ownership of voting securities, by contract or otherwise.

" Agreement" means this Private Label Credit Card Program Agreement, together with all of its schedules and exhibits, and, if modified, altered, supplemented, amended and/or restated, as the same may be so modified, altered, supplemented, amended and/or restated from time to time. " Applicable Law" means all applicable federal, state and local laws, statutes, regulations, written regulatory guidance, orders or directives, opinions and interpretations of any Governmental Authority, as may be amended and in effect from time to time during the Term of this Agreement, including: (i) the Truth in Lending Act and Regulation Z; (ii) the Equal Credit Opportunity Act and Regulation B; (iii) the Fair Debt Collection Practices Act; (iv) the Fair Credit Reporting Act; (v) the Gramm-Leach-Bliley Act and its implementing regulations (" GLBA" ); (vii) the USA PATRIOT Act and its implementing regulations; and (vii) the Federal Trade Commission Act.

" Bank" has the meaning set forth on page 1.

" Bank Event of Default" means the occurrence of any one of the events listed in Section 14.2 hereof or an Event of Default of Bank.


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" Bank Licensed Marks" means the trademarks, tradenames, service marks, logos and other proprietary designations of Bank listed on Schedule B and licensed to Kohl' s under Section 10.2.

" Bank Nominees" shall have the meaning set forth in Section 3.3.

" Bankruptcy Code" means Title 11 of the United States Code, as amended, or any other applicable state or federal bankruptcy, insolvency, moratorium or other similar law and all laws relating thereto.

" Billing Cycle" means the interval of time between regular periodic Billing Dates for an Account.

" Billing Date" means, for any Account, the last day of each regular period when the Account is billed.

" Billing Statement" means a summary of Account credit and debit transactions for a Billing Cycle including a descriptive statement covering purchases of Goods and/or Services and a statement with only past-due account information.

" Business Day" means any day, other than a Saturday, Sunday or legal holiday, on which Kohl' s and Bank both are open for business.

" Cardholder" means any Person who has been issued a Credit Card regardless of the Person' s place of residency or incorporation.

" Cardholder Indebtedness" means all amounts owing (after deduction of credit balances and unapplied cash) to Bank from Cardholders with respect to Accounts (including outstanding loans, cash advances and other extensions of credit; billed or posted but unbilled finance charges and late charges; Accrued Interest; and any other fees, charges and interest assessed on the Accounts).

" Cardholder Data" means all personally identifiable information about a Cardholder received by or on behalf of Bank (including by Kohl' s as servicer) in connection with the Cardholder' s application for or use of a Private Label Credit Card or Account or otherwise obtained by or on behalf of Bank (including by Kohl' s as servicer) for inclusion in a database of Cardholder information but shall not include Kohl' s Shopper Data.

" Cardholder List" means any list in electronic form that identifies or provides a means of differentiating Cardholders, including any such electronic listing that includes the names, addresses, email addresses (as available), telephone numbers or social security numbers of any or all Cardholders.

" Charge Transaction Data" means the transaction information with regard to each purchase of Goods and/or Services by a Cardholder on credit and each return of Goods and/or Services or other adjustment for credit in the form of electronic information as more particularly set forth in the Operating Procedures.


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" Club Plans" has the meaning set forth in Section 5.5. " Co-Branded Credit Card" means a credit card that bears a Kohl' s Licensed Mark and the trademarks, tradenames, service marks, logos and other proprietary designations of VISA U.S.A., Inc., MasterCard International Inc. or any other mutually agreed upon payment system.

" Confidential Information" has the meaning set forth in Section 12.1(a).

" Conversion Date" means the date mutually agreed between Kohl' s and Bank on which the Account Terms will first be changed pursuant to Section 2.4(a).

" Credit Card Agreement" means the credit card agreement between Bank and a Cardholder (and any replacement of such agreement), governing the use of an Account, together with any amendments, modifications or supplements which now or hereafter may be made to such Credit Card Agreement (and any replacement of such agreement).

" Credit Card Application" means Bank' s credit application which must be completed and submitted for review to Bank by individuals who wish to become Cardholders.

" Credit Card Documentation" means, with respect to Accounts, all Credit Card Applications, Credit Card Agreements, Credit Cards, Value Proposition Agreements, the Program Privacy Policy and Billing Statements relating to such Accounts.

" Disclosing Party" has the meaning set forth in Section 12.1(d).

" Effective Date" means the Closing Date, as that term is defined in the Purchase Agreement. If the Purchase Agreement terminates without consummation of the Closing, this Agreement shall be null and void.

" Enhancement Products" means the Credit Card enhancement products listed in Exhibit B to Schedule 6.3 , or such other products as shall be approved by Kohl' s from time to time.

" Event of Default" means the occurrence of any one of the events listed in Section 14.1.

" Federal Funds Rate" means the offered rate as reported in The Wall Street Journal in the " Money Rates" section for reserves traded among commercial banks for overnight use in amounts of one million dollars or more, as published in the most recent Friday edition prior to any required payment or settlement date in which such offered rate is reported, and if such rate is not so reported in any Friday edition of The Wall Street Journal during the thirty day period preceding such required payment or settlement date, such offered rate as reported in another publication reasonably acceptable to parties.

" Financing Income" has the meaning set forth in Schedule 1.1 .

" Full File Reissue" shall mean the re-issuance of Credit Cards to Cardholders with charging privileges who have used their Account within the past twenty-four (24) months.

" GAAP" means generally accepted accounting principles, consistently applied.


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" Goods and/or Services" means the products and services sold by or through Kohl' s Channels, including for personal, family, household or business purposes.

" Governmental Authority" means any federal, state or local domestic, foreign or supranational governmental, regulatory or self-regulatory authority, agency, court, tribunal, commission or other governmental, regulatory or self-regulatory entity. " Indemnified Party" has the meaning set forth in Section 17.3(a). " Indemnifying Party" has the meaning set forth in Section 17.3(a). " Initial Term" has the meaning set forth in Section 15.1. " Inserts" has the meaning set forth in Section 5.3(a). " In-Store Payment" means any payment on an Account made in a Kohl' s Channel by a Cardholder or a person acting on behalf of a Cardholder.

" Intellectual Property" means, on a worldwide basis, other than with respect to Kohl' s Licensed Marks or Bank Licensed Marks, any and all: (i) rights associated with works of authorship, including copyrights, moral rights and mask-works; (ii) trade marks and service marks and the goodwill associated therewith; (iii) trade secret rights; (iv) patents, designs, algorithms and other industrial property rights; (v) other intellectual and industrial property rights of every kind and nature, however designated, whether arising by operation of law, contract, license or otherwise; and (vi) applications, registrations, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force (including any rights in any of the foregoing). " Knowledge" means, with respect to either Kohl' s or the Bank, the actual knowledge of each respective party' s Manager.

" Kohl' s" has the meaning set forth on page 1. " Kohl' s Channels" means all retail establishments owned or operated by Kohl' s or its Affiliates in the United States (including Licensee departments therein) and all mail order, catalog, Internet outlets (including websites operated by Kohl' s or its Licensees) and other direct access media within the United States that are owned or operated by Kohl' s, its Affiliates or its Licensees.

" Kohl' s Core Systems" has the meaning set forth in Section 4.10(a).

" Kohl' s Event of Default" means the occurrence of any one of the events listed in Section 14.3 or an Event of Default of Kohl' s.

" Kohl' s Licensed Marks" means the trademarks, tradenames, service marks, logos and other proprietary designations of Kohl' s or its Affiliates listed on Schedule A and licensed to Bank by Kohl' s or its Affiliates under Section 10.1.


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" Kohl' s Nominees" has the meaning set forth in Section 3.3. " Kohl' s Operating Procedures" shall mean the operating procedures employed by Kohl' s prior to the Effective Date.

" Kohl' s Shopper" shall mean any Person who makes purchases of Goods and/or Services. " Kohl' s Shopper Data" shall mean all personally identifiable information regarding a Kohl' s Shopper that is obtained by Kohl' s in connection with the Kohl' s Shopper making a credit purchase of Goods and/or Services including all transaction and experience information collected by Kohl' s with regard to each purchase made by a Kohl' s Shopper, including the item-specific transaction information collected about Cardholders.

" Licensee (s)" means any person(s) authorized by Kohl' s to operate in and sell goods and/or services from Kohl' s Channels under the Kohl' s Licensed Marks.

" Management Committee" shall mean the committee established pursuant to Section 3.3.

" Manager" has the meaning set forth in Section 3.2(a).

" Monthly Settlement Sheet" has the meaning set forth in Section 9.1.

" New Mark" has the meaning set forth in Sections 10.1(b) and 10.2(b).

" Nominated Purchaser" has the meaning set forth in Schedule 16.2 . " Operating Procedures" has the meaning set forth in Section 4.1(a). " Parent" shall mean JPMorgan Chase & Co.

" Person" means and includes any individual, partnership, joint venture, corporation, company, bank, trust, unincorporated organization, government or any department, agency or instrumentality thereof.

" POS" means point of sale.

" Private Label Credit Card" or " Credit Card" means a proprietary card that may be used by the related Cardholder to purchase Goods and/or Services from Kohl' s or other Persons authorized by Kohl' s through open-end revolving credit, commonly known as credit, store or Kohl' s charge card, commonly referred to as " Kohl' s Charge." " Private Label Credit Card Business" means the Business, as that term is defined in the Purchase Agreement. " Program" means the private label credit card program established by Kohl' s and Bank and made available to Cardholders and qualified applicants for the purchase of Goods and/or Services through Kohl' s Channels, including the extension of credit, billings, collections, customer service, accounting between the parties and all other aspects of the customized credit plan specified herein and in Credit Card Agreements.


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" Program Assets" has the meaning set forth in Schedule 1.1 . " Program Net Losses" has the meaning set forth in Schedule 1.1 . " Program Privacy Policy" shall mean the privacy policy and associated disclosures to be provided by Bank to Cardholders in connection with the Program.

" Program Purchase Date" has the meaning set forth in Schedule 16.2 . " Program Website" has the meaning set forth in Section 4.8(a). " Purchase Agreement" has the meaning set forth on page 1.

" Purchase Notice" has the meaning set forth in Schedule 16.2 .

" Purchased Accounts" has the meaning set forth on page 1.

" Qualified Kohl' s Customer" shall mean customers of Kohl' s that Kohl' s determines are available to be solicited for Accounts under the Program.

" Qualified Kohl' s Customer List" means the list of Qualified Kohl' s Customers provided from time to time by Kohl' s to Bank for purposes of soliciting such Persons for the Program. " Receiving Party" has the meaning set forth in Section 12.1(d). " Renewal Term" has the meaning set forth in Section 15.1. " Risk Adjusted Yield" has the meaning set forth in Schedule 1.1 . " Risk Management Policies" has the meaning set forth in Section 4.6(a). " Solicitation Materials" means documentation, materials, artwork, copy, trademarks (excluding the Kohl' s Licensed Marks and the Bank Licensed Marks), copyrights and any protectible items, in any format or media (including television and radio), used to promote or identify the Program to Cardholders and potential Cardholders, including direct mail solicitation materials and coupons.

" Term" means the Initial Term and each Renewal Term. " Termination Period" means the period beginning with the date of any notice of termination pursuant to Article 15 and ending on the Program Purchase Date, if Kohl' s or its designee purchases the Program Assets or, if Kohl' s does not exercise its purchase option, the later of termination of this Agreement, Kohl' s written notice that it will not exercise its purchase option or expiration of the purchase option.


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" Trademark Style Guide" means any rules governing the manner of usage of trademarks, tradenames, service marks, logos and other proprietary designations.

" Transaction" means any purchase of Goods and/or Services through a Kohl' s Channel using a Private Label Credit Card or Account number.

" Value Proposition" means Kohl' s new account opening discounts, coupons, promotional card event discounts, and any other card-related promotional or rewards programs as may be established by Kohl' s from time to time. 1.2 Miscellaneous.

As used herein,

(a) all references to the plural number shall include the singular number (and vice versa), (b) unless otherwise specified, all references to days, months or years shall be deemed to be preceded by the word " calendar," (c) all references to " herein," " hereunder," " hereinabove" or like words shall refer to this Agreement as a whole and not to any particular section, subsection or clause contained in this Agreement, and

(d) all references to " include," " includes" or " including" shall be deemed to be followed by the words " without limitation."

ARTICLE 2

ESTABLISHMENT OF THE PROGRAM

2.1 Generally.

Pursuant to the terms and conditions of this Agreement, Kohl' s and Bank shall establish and participate in the Program commencing on the Effective Date.

2.2 Credit Program.

Beginning as of the Effective Date, Bank shall offer Private Label Credit Cards to qualified customers in accordance with this Agreement and the Credit Card Agreement.

2.3 Account Terms.

(a) Beginning as of the Effective Date, or such later date as shall be agreed by the parties, the terms and conditions for the Accounts (" Account Terms" ) shall be those specified in Schedule 2.3(a) for the period(s) set forth in Schedule 2.3(a) .


8 (b) The parties agree as set forth in Schedule 2.3(b) with respect to changes to Account Terms and change in terms notices. 2.4 Conversion of Purchased Accounts.

(a) On the Conversion Date, Bank shall begin to convert all of the Purchased Accounts to the Account Terms as specified in Schedule 2.3(a) hereto, provided that Bank shall only increase, decrease or eliminate existing credit line assignments in accordance with the Risk Management Policies. Bank shall utilize Kohl' s existing Account numbers and data structure on the Accounts. (b) After the Effective Date, Kohl' s, as servicer for Bank, shall prepare and send via mail or e-mail, in cases where Cardholders have opted to receive e-mail notifications and such method of notification is permissible under Applicable Law, a change in terms notice as required by Applicable Law to each Person obligated on a Purchased Account. Descriptions of the terms and conditions of the Account shall be included as part of such notices to the extent required by Applicable Law. All such notices and descriptions shall be reviewed and approved by both parties; provided, that, if the parties cannot agree, Bank, in its reasonable discretion, shall have ultimate decision-making authority with respect to changes that are required by Applicable Law and Kohl' s shall have ultimate decision-making authority with respect to all other aspects of such notices and descriptions. Kohl' s, as servicer for Bank, shall also destroy and replace any necessary documentation such as Solicitation Materials, Credit Card Applications and any other Account Documentation. (c) Kohl' s, as servicer for Bank, shall perform a Full File Reissuance of all Private Label Credit Cards at least twice during the Initial Term. For each additional twenty-four (24) month period beyond the Initial Term, Kohl' s, as servicer for Bank, shall conduct one complete Full File Reissuance of the Private Label Credit Cards. Kohl' s shall, in its sole discretion, determine the manner and timing for reissuing the Private Label Credit Cards including whether a reissuance should occur in phases.

(d) The parties agree as set forth in Schedule 2.4(d) with respect to the costs of conversion and Full File Reissuances. 2.5 Exclusivity.

The parties agree as set forth in Schedule 2.5 with respect to exclusivity.

2.6 Non-Solicitation.

Bank shall not recruit or directly solicit for employment any employees of Kohl' s or its Affiliates during the Term and for a two-year period following the end of the Term. Kohl' s and its Affiliates shall be entitled to specific performance of such provisions in addition to any other remedies that they may have at law or in equity. For the avoidance of doubt, nothing herein shall prohibit Bank from hiring Kohl' s employees who respond to advertisements in the media or job postings that are not targeted to Kohl' s employees.


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ARTICLE 3

PROGRAM MANAGEMENT

3.1 Program Objectives.

In performing its responsibilities with respect to the management and administration of the Program, each party shall be guided by the following Program objectives:

(a) To enhance the experience of Kohl' s Shoppers;

(b) To increase retail sales of Kohl' s;

(c) To maximize Program economics while minimizing operational costs and complexity; and

(d) To leverage the Program to identify existing and potential Kohl' s Shoppers, develop and deepen relationships with Kohl' s Shoppers and finance retail sales growth.

3.2 Program Managers; Program Team.

(a) Kohl' s and Bank shall each appoint one Program manager (each, a " Manager" ). The Managers shall exercise day-to-day operational oversight of the Program and coordinate the efforts between Kohl' s and Bank. Kohl' s and Bank shall endeavor to provide stability and continuity in the Manager positions and each party' s other Program personnel. The initial Manager for Kohl' s and Bank is set forth on Schedule 3.2(a) . Each Manager shall sign a confidentiality agreement to en ...