(a)

the Company shall use its reasonable best efforts to hold the 2016 Annual Meeting no later than July 25, 2016;

(b)

prior to the completion of the 2016 Annual Meeting, the Board shall not increase the size of the Board to more than nine directors;

(c)

the Board and all applicable committees and subcommittees of the Board shall take all action necessary such that, by the completion of the 2016 Annual Meeting, the size of the Board is seven directors;

(d)

the Board and all applicable committees and subcommittees of the Board shall take all necessary action to nominate and cause the Company’s slate of nominees for election as directors of the Company at the Company’s 2016 Annual Meeting to be those individuals identified on Exhibit A hereto (including, as defined therein, the New Director Nominees (including the Macellum Designees)) (together, the “2016 Slate”) and not any persons other than the 2016 Slate;

(e)

subject to receipt and acceptance of the information set forth in Section 1(g) hereof (in accordance therewith), the Company will use reasonable best efforts to cause the election of the 2016 Slate to the Company’s Board at the 2016 Annual Meeting, including recommending that the Company’s stockholders vote in favor of and soliciting proxies for the election of all of the New Director Nominees (along with all other Company nominees) and otherwise supporting the New Director Nominees for election in a manner no less rigorous and favorable than the manner in which the Company supports its other nominees;

(f)

following their election to the Board at the 2016 Annual Meeting and at all times prior to the end of the Standstill Period, at least one Macellum Designee shall be offered the opportunity to be a member of each committee of the Board that is currently in place as of the date of this Agreement, or which may be created by the Board following execution hereof.  Upon such Macellum Designee’s election to become a member of a committee, the Board shall effect such change in committee composition promptly (and no more than two business days following such election), but only if such Macellum Designee meets any and all independence or other requirements under applicable law and the rules and regulations of the New York Stock Exchange for service on such committee (“NYSE Criteria”) and identifies all conflicts of interest, if any, relevant to such committee’s activities; provided, however, in the event a Macellum Designee does not meet all NYSE Criteria, another Macellum Designee who does meet all NYSE Criteria shall be afforded the right to serve on such committee;

(g)

(i) that, no later than March 31, 2016, Macellum will provide to the Company from each Macellum Designee (and the Company shall obtain from each of the other New Director Nominees) (A) an executed consent to be named as a nominee in the Company’s proxy statement for the 2016 Annual Meeting and to serve as a director if so elected, (B) a completed D&O Questionnaire (including an Iran Sanctions Questionnaire) in the form customarily used by the Company (the “Questionnaire”), (C)  an executed irrevocable resignation as director in the form customarily used by the Company for all director nominees, and (D) with respect to the Macellum Designees only, an executed irrevocable resignation as director in the form attached hereto as Exhibit B (collectively, the “Nomination Documents”), (ii) after the date hereof, each Macellum Designee shall provide to the Company, as requested by the Company from time to time, such information as the Company is entitled to reasonably receive from other members of the Board and as is required to be disclosed in proxy statements and periodic reports required to be filed by the Company with the Securities and Exchange Commission (the “SEC”) under applicable law and regulations and (iii) that the Company will have completed customary background checks for each New Director Designee and such background checks will not have resulted in any disqualifying information regarding a New Director Nominee, as reasonably determined by the Nominating and Governance Committee or the Board in accordance with the Company’s corporate governance guidelines and in the exercise of its fiduciary duties provided, however, in the event any Macellum Designee is disqualified from the Board for any reason prior to his or her initial election, Macellum shall have the right to propose to the Company another Macellum Designee(s) who meets the NYSE Criteria, is not disqualified in accordance with this Section 1(g) to the Board and is otherwise reasonably acceptable to the Board in the exercise of its fiduciary duties (with the parties following the procedures set forth herein until two Macellum Designees have been elected to the Board);

(h)

As of the date hereof, Macellum is not aware of any facts that would suggest that the currently named Macellum Designee:  (i) is not “independent” in accordance with the listing standards for the New York Stock Exchange and any other applicable director independence standards; (ii) is otherwise disqualified to serve as a director of the Company in accordance with the Company’s corporate governance guidelines, code of business conduct and ethics and policies regarding conflicts of interest, confidentiality, stock ownership and insider trading applicable to directors of the Company; or (iii) is a party to (A) any agreement, arrangement or understanding with any person (I) concerning how such Macellum Designee, if elected as a director of the Company, will act or vote on any issue or question or (II) that could limit or interfere with such Macellum Designee’s ability to comply, if elected as a director of the Company, with his or her fiduciary duties under applicable law or (B) any agreement, arrangement or understanding with any person other than the Company with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director of the Company;

(i)

Macellum agrees that no member of Macellum shall compensate or agree to compensate, directly or indirectly, any individual not employed by Macellum in connection with his or her service as a director (including any New Director Nominee) or officer of the Company or otherwise in connection with the transactions contemplated by this Agreement other than in respect of performance-related fees based upon the overall increase in asset value of Macellum’s assets;

(j)

Macellum agrees that each member of Macellum shall immediately cease all efforts, direct or indirect, in furtherance of any solicitation regarding nominations to the Board (including any negative solicitation efforts) relating to the 2016 Annual Meeting concerning the Company and members of the slate of nominees proposed by the Company;

(k)

as of the date of this Agreement, Macellum irrevocably withdraws its demands for materials and books and records pursuant to Section 220 of the Delaware General Corporation Law upon its execution of this Agreement;

(l)

that, should any Macellum Designee resign from the Board or be rendered unable to, or refuse to, be appointed to, or for any other reason fail to serve or is not serving on, the Board (other than as a result of not being nominated by the Company for re-election at an annual meeting subsequent to the 2016 Annual Meeting), Macellum shall be entitled to designate a replacement for such Macellum Designee who satisfies the qualifications set forth in Section 1(h) hereof and is otherwise reasonably acceptable to the Board in the exercise of its fiduciary duties (a “Replacement”), and the Company shall take all necessary action to implement the foregoing and to appoint the Replacement to the Board as promptly as practicable but in any event within ten business days of Macellum’s designation of a Replacement. Any such Replacement who becomes a Board member in replacement of a Macellum Designee shall be deemed to be a Macellum Designee for all purposes under this Agreement and, prior to his or her appointment to the Board, shall be required to provide to the Company the Nomination Documents and meet with representatives of the Governance and Nominating Committee, and other members, of the Board in accordance with the practices of the Board and such Committee;

(m)

the Company shall use commercially reasonable efforts to conduct any such interviews as promptly as practicable but, in any case, assuming reasonable availability of the proposed Replacement, within five business days after Macellum’ s submission of the proposed Replacement.  In the event the Governance and Nominating Committee or the Board does not accept a person recommended by Macellum as a Replacement, Macellum shall have the right to recommend an additional substitute person whose appointment shall be subject to the same procedures described in Section 1(l) hereof (with the parties following the procedures set forth herein until a Replacement has been appointed to the Board);

(n)

Upon a Replacement’s appointment to the Board, the Board and all applicable committees and subcommittees of the Board shall take all necessary actions to appoint such Replacement to any applicable committee or subcommittee of the Board of which the replaced director was a member immediately prior to such director’s resignation or removal;

(o)

the Board or any committee thereof, in the exercise of its fiduciary duties, may limit the participation of the Macellum Designees in any Board or committee meeting or portion thereof in which the Board or such committee is evaluating and/or taking action with respect to (i) the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement, (ii) any proposed transaction between the Company and Macellum or its Affiliates, or (iii) any consideration of any potential Replacement; provided,  however, that nothing herein shall limit the participation of the Macellum Designees in any Board or committee meeting or portion thereof in which the Board or such committee is evaluating and/or taking action with respect to any strategic alternatives or proposed transactions to which no member of Macellum or any of its Affiliates is a party; and

(p)

that, during the period from the date of this Agreement until the date of the 2016 Annual Meeting, each of the New Director Nominees shall be entitled to receive copies of all written information furnished generally to the Board during such period and to reasonable access to the Company’s Chief Executive Officer (“CEO”) and the Company’s other executive officers (all such contact with such other officers to be coordinated with and through the CEO) commensurate with that of a director of the Company; provided, that all such information shall be subject to the confidentiality and use restrictions set forth in the Company policies applicable to all directors and referenced in Section 3 hereof.

(a)

For purposes of this Agreement, the “Standstill Period” shall mean the period from the date of this Agreement until 12:01 a.m. on the earlier of (i) the twentieth day prior to the advance notice deadline set forth in the Company’s Bylaws for stockholders making director nominations at the Company’s 2017 Annual Meeting of Stockholders (the “2017 Annual Meeting”) (the “Initial Expiration Time”) and (ii) the day on which the last remaining Macellum Designee (or Replacement) no longer serves as a member of the Board (which shall include the effective date and time of any resignation from the Board delivered in writing by the Macellum Designee (or Replacement)); provided, however, that, if all Macellum Designees (including any Replacement) have not ceased to be a member of the Board as of the Initial Expiration Time, the Standstill Period shall end on the earlier of (i) the twentieth day prior to the advance notice deadline set forth in the Company’s Bylaws for stockholders for making director nominations at the 2018 Annual Meeting of Stockholders and (ii) the day on which the last remaining Macellum Designee (or Replacement) no longer serves as a member of the Board (which shall include the effective date and time of any resignation from the Board delivered in writing by the Macellum Designee (or Replacement)).

(b)

Notwithstanding anything to the contrary in this Section 4, the Company agrees that, for so long as any of the Macellum Designees (or any of their Replacements) are on the Board:  (i) the Board shall promptly notify Macellum in writing of its decision not to nominate any Macellum Designee for election at the 2017 Annual Meeting or any subsequent annual meeting of stockholders (which written notice, if any, shall in any event not be delivered any later than twenty days prior to the advance notice deadline for stockholders making director nominations at such upcoming annual meeting), and (ii) the Board shall take all appropriate action to (A) provide Macellum with at least a twenty-day period from the time Macellum is notified in writing that any of the Macellum Designees have not been so nominated to comply with the advance notice provisions for nominations of directors by stockholders contained in the Bylaws at such upcoming annual meeting and (B) cause such upcoming annual meeting not to be held prior to 90 days following the time Macellum is notified that any of the Macellum Designees has not been so nominated.

(c)

During the Standstill Period, Macellum shall not, directly or indirectly, and Macellum shall cause each Macellum Affiliate under the control of Macellum not to, directly or indirectly (it being understood and agreed that the following restrictions shall not apply to the Macellum Designees acting solely in their capacities as a director of the Company consistent with their fiduciary duties to the Company):

(i)

solicit proxies or written consents of stockholders or conduct any other type of referendum (binding or non-binding) with respect to, or from the holders of, the Voting Securities, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in or assist any Third Party in any “solicitation” of any proxy, consent or other authority (as such terms are defined under the Exchange Act) to vote any shares of the Voting Securities (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter);

(ii)

encourage, advise or influence any other person or assist any Third Party in so encouraging, assisting or influencing any person with respect to the giving or withholding of any proxy, consent or other authority to vote or in conducting any type of referendum (other than such encouragement, advice or influence that is consistent with Company management’s recommendation in connection with such matter);

(iii)

form or join in a partnership, limited partnership, syndicate or other group, including a “group” as defined under Section 13(d) of the Exchange Act, with respect to the Voting Securities (for the avoidance of doubt, excluding any group composed solely of Macellum and their Affiliates) or otherwise seek, support, encourage or participate in any effort by a Third Party with respect to the matters set forth in clauses (i) through (xiii) of this Section 4(c);

(iv)

present at any annual meeting or any special meeting of the Company’s stockholders any proposal for consideration for action by stockholders or seek the removal of any member of the Board or (except as explicitly permitted by this Agreement with respect to a Replacement and other than through action at the Board by a Macellum Designee acting in his or her capacity as such) propose any nominee for election to the Board or seek representation on the Board;

(v)

other than in Rule 144 open market broker sale transactions where the identity of the purchaser is not known and in underwritten widely dispersed public offerings, sell, offer or agree to sell directly or indirectly, through swap or hedging transactions or otherwise, the securities of the Company or any rights decoupled from the underlying securities held by Macellum to any person or entity not a party to this agreement (a “Third Party”) that would knowingly result in such Third Party, together with its Affiliates, owning, controlling or otherwise having any Beneficial Ownership or other ownership interest in the aggregate of 5% or more of the shares of Voting Securities outstanding at such time or would increase the Beneficial Ownership or other ownership interest of any Third Party who, together with its Affiliates, has a Beneficial Ownership or other ownership interest in the aggregate of 5% or more of the shares of Voting Securities outstanding at such time, except in each case in a transaction approved by the Board;

(vi)

grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders) or deposit any Voting Securities of the Company in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual meeting except as provided in Section 4(d) of this Agreement, special meeting of stockholders or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts and the like);

(vii)

make any request for stockholder list materials or other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise;

(viii)

make, or cause to be made, any statement or announcement that relates to and constitutes an ad hominem attack on, or relates to and otherwise disparages, the Company, its officers or its directors or any person who has served as an officer or director of the Company in the past, or who serves on or following the date of this Agreement as an officer or director of the Company: (a) in any document or report filed with or furnished to the SEC or any other governmental agency, (b) in any press release or other publicly available format, or (c) to any analyst, journalist or member of the media (including without limitation, in a television, radio, newspaper or magazine interview) (and the Company agrees that this Section 4(c)(viii) shall apply mutatis mutandis to the Company and its directors and officers with respect to Macellum);

(ix)

other than litigation by Macellum to enforce the provisions of this Agreement, institute, solicit, assist or join, as a party, any litigation, arbitration or other proceeding against or involving the Company or any of its current or former directors or officers (including derivative actions);

(x)

without the prior approval of the Board, separately or in conjunction with any other person or entity in which it is or proposes to be either a principal, partner or financing source or is acting or proposes to act as broker or agent for compensation, propose (publicly, privately or to the Company) or participate in, effect or seek to effect, any tender offer or exchange offer, merger, acquisition, reorganization, restructuring, recapitalization or other business combination involving the Company or a material amount of the assets or businesses of the Company (collectively, an “Extraordinary Transaction”) or encourage, initiate or support any other Third Party in any such activity.  Notwithstanding the foregoing, the Company agrees that Macellum shall not be deemed to be in breach of this Agreement in the event that a Macellum Designee receives an unsolicited inquiry regarding a potential transaction proposed by a Third Party, does not engage in any negotiations or substantive discussions without the prior approval of the Board and promptly apprises the Chair of the Board of the foregoing;

(xi)

purchase or cause to be purchased or otherwise acquire or agree to acquire Beneficial Ownership of any Voting Securities if, in any such case, immediately after the taking of such action, Macellum would, in the aggregate, collectively Beneficially Own an amount that would equal or exceed 15% of the then outstanding shares of Common Stock;

(xii)

enter into any negotiations, agreements, arrangements or understandings with any Third Party with respect to the matters set forth in this Section 4; or

(xiii)

take any action that would cause or require the Company to make public disclosure of any of the foregoing or request, directly or indirectly, any amendment or waiver of this Agreement in a manner that would reasonably likely require public disclosure by Macellum or the Company.

(d)

Until the end of the Standstill Period, Macellum and the Macellum Affiliates controlled by Macellum shall cause all Voting Securities owned by them directly or indirectly, whether owned of record or Beneficially Owned, as of the record date for any annual or special meeting of stockholders (each a “Stockholders Meeting”) within the Standstill Period, in each case that are entitled to vote at any such Stockholders Meeting, to be present for quorum purposes and to be voted, at all such Stockholders Meetings or at any adjournments or postponements thereof, (i) for all directors nominated by the Board for election at such Stockholders Meeting and (ii) in accordance with the recommendation of the Board on any other proposals or other business that comes before any Stockholder Meeting.  Notwithstanding anything to the contrary, nothing in this Agreement shall limit the ability of Macellum, any Macellum Affiliates controlled by Macellum or the Macellum Designees (but, with respect to the Macellum Designees, solely in their capacities as stockholders) to vote, sell or tender their shares of Common Stock, as applicable, in respect of any strategic alternatives or proposed transactions involving a merger, consolidation, reorganization or tender offer of the Company, a sale of substantially all of assets of the Company and its subsidiaries or any similar transaction, in each case, that is proposed to the stockholders of the Company by the Board or a Third Party.  For the avoidance of doubt, Macellum and the Company agree that the preceding sentence shall not limit any Macellum Designee’s obligations, so long as such Macellum Designee serves as a director of the Company, of confidentiality and to perform his or her fiduciary duties as a director of the Company.

if to the Company:

Christopher & Banks Corporation

2400 Xenium Lane North

Plymouth, MN 55441

Copy Attn: General Counsel

Facsimile:  (763) 551-5199
Email: lkomarek@christopherandbanks.com

With a copy, which shall not constitute notice, to:

Dorsey & Whitney LLP

50 South Sixth Street

Minneapolis, MN 55402

Attn:  Robert A. Rosenbaum, Esq.

Facsimile:  (612) 340-7800
Email:  rosenbaum.robert@dorsey.com

if to Macellum:

Macellum Capital Management, LLC

99 Hudson Street, 5th Floor

New York, NY 10013

Attn: Jonathan Duskin

Facsimile:  (646) 706-5105
Email:  jduskin@macellumcap.com

With a copy, which shall not constitute notice, to:

Jeffrey L. Kochian

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

Facsimile: (212) 872-1002
Email:  jkochian@akingump.com

Christopher & Banks Corporation

By:

/s/ LuAnn Via

Name:

LuAnn Via

Title:

President and Chief Executive Officer

MACELLUM RETAIL OPPORTUNITY
FUND, LP

By:

Macellum Advisors GP, LLC,

its general partner

By:

/s/ Jonathan Duskin

Name:

Jonathan Duskin

Title:

Sole Member

MACELLUM CAPITAL MANAGEMENT, LLC

By:

MCM Managers, LLC,

its managing member

By:

MCM Management, LLC,

its managing member

By:

/s/ Jonathan Duskin

Name:

Jonathan Duskin

Title:

Managing Member

MACELLUM ADVISORS GP, LLC

By:

/s/ Jonathan Duskin

Name:

Jonathan Duskin

Title:

Sole Member

MACELLUM MANAGEMENT, LP

By:

Macellum Advisors GP, LLC,

its general partner

By:

/s/ Jonathan Duskin

Name:

Jonathan Duskin

Title:

Sole Member

MCM MANAGERS, LLC

By:

MCM Management, LLC,

its managing member

By:

/s/ Jonathan Duskin

Name:

Jonathan Duskin

Title:

Managing Member

MCM MANAGEMENT, LLC

By:

/s/ Jonathan Duskin

Name:

Jonathan Duskin

Title:

Managing Member

/s/ Jonathan Duskin

JONATHAN DUSKIN