0000892712-05-001015 Sample Contracts

THIRD AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 20th, 2005 • Shopko Stores Inc • Retail-variety stores • Wisconsin

This Third Amendment, dated as of October 18, 2005 (this “Amendment”), to the Rights Agreement, dated as of July 3, 1992, as amended and restated as of September 24, 1997 and further amended as of May 22, 1998 and April 7, 2005 (the “Rights Agreement”), is made between ShopKo Stores, Inc., a Wisconsin corporation (the “Company”), and Wells Fargo Bank, N.A., as successor to Norwest Bank Minnesota, National Association, a national banking association (the “Rights Agent”). Capitalized terms not otherwise defined herein have the meaning given to such terms in the Rights Agreement.

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