Exhibit 10.1


AMENDMENT NO. 1

TO

CHRISTOPHER & BANKS CORPORATION


2006 SENIOR EXECUTIVE INCENTIVE PLAN


Christopher
& Banks Corporation, a Delaware corporation, pursuant to the authority
granted in Section 8 of the Christopher & Banks Corporation 2006 Senior Executive
Incentive Plan (the “Plan”), does hereby amend the Plan as follows, effective February 28, 2007:


1.             The definition of “Maximum Award” in Section 3 of the
Plan is hereby amended to read as follows:


“ ‘Maximum Award’ means,
as to any Participant for any Performance Period, (i) the amount of $1.25
million if the Performance Period is the period beginning on the first day of a
Fiscal Year and ending on the last day of the second quarter of such Fiscal
Year, or (ii) the amount of $2.5 million if the Performance Period is the
Fiscal Year.”


2.             The definition of “Performance Period” in Section 3 of
the Plan is hereby amended to read as follows:


“ ‘Performance Period’
means either (i) the period beginning on the first day of each Fiscal Year and
ending on the last day of the second quarter of each Fiscal Year, or (ii) the
Fiscal Year, as determined by the Committee.”


3.             Section 4.1 is hereby amended in its entirety to read as
follows:


“4.1         Selection of Participants.  On or prior to the Determination Date, the
Committee, in its sole discretion, shall select the Officers of the Company who
shall be Participants for the Performance Period.  Participation in the Plan is in the sole
discretion of the Committee, and on a Performance Period by Performance Period
basis.  Accordingly, an Officer who is a
Participant for a given Performance Period in no way is guaranteed or assured
of being selected for participation in any subsequent Performance Period or
Periods.”


4.             Section 4.2 is hereby amended in its entirety to read as
follows:


“4.2         Determination of Performance Goals.  On or prior to the Determination Date, the
Committee, in its sole discretion, shall establish the Performance Goals for
each Participant for the Performance Period. 
Such Performance Goals shall be set in writing.”


5.             Section 4.4 is hereby amended in its entirety to read as
follows:


“4.4         Determination of Awards.  After the end of each Performance Period, the
Chief Financial Officer of the Company shall certify in writing the extent to
which the











Performance Goals applicable to each Participant for
the Performance Period were achieved or exceeded.  The Committee shall in turn certify in
writing the extent to which the Performance Goals applicable to each Participant
for the Performance Period were achieved or exceeded.  The Award for each Participant shall be
determined by applying the Payout Formula to the level of actual performance
which has been certified by the Committee. 
Notwithstanding any contrary provision of the Plan, (a) if a Participant
terminates employment with the Company prior to the last day of the Performance
Period for a reason other than Disability or death, he or she shall not be
entitled to the payment of an Award for the Performance Period, and (b) if a
Participant terminates employment with the Company prior to the last day of the
Performance Period because of Disability or death, the Committee shall reduce
his or her Award proportionately based (by the number of days) on the date of
termination.”


6.             Section 5.5 is hereby amended in its entirety to read as
follows:


“5.5         Payment in the Event of Death.  If a Participant dies prior to the payment of
an Award earned by him or her for a prior Performance Period, the Award shall
be paid to his or her estate.”


7.             Except as amended herein, all provisions of the Plan
shall remain in full force and effect.


IN WITNESS WHEREOF, the Company
has caused this instrument to be executed as of this 28th day of February,
2007.


	
  

  	
  CHRISTOPHER & BANKS CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Larry C.
  Barenbaum

  
	
   

  	
   

  	
  Its

  	
  Chairman