0000950123-05-001220 Sample Contracts

AGREEMENT
Agreement • February 4th, 2005 • Sears Holdings CORP • Retail-department stores • Delaware

THIS AGREEMENT, dated January 31, 2005 (this “Agreement”) is entered into by and among Kmart Holding Corporation, a Delaware corporation (“Kmart”), Sears Holdings Corporation, a Delaware corporation (“Holdings”), and ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P. and CRK Partners II, L.P. (the foregoing entities other than Kmart and Holdings, collectively, the “ESL Companies”).

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