Services Agreement



 Exhibit 10.7 
 Execution Copy 
 SERVICES AGREEMENT 

Between 

SEARS HOLDINGS MANAGEMENT CORPORATION 
 And 
 SEARS HOMETOWN AND OUTLET STORES, INC. 

August 8, 2012 







 Execution Copy 

Table of Contents 
  

							
	 	 	 	  	Page	 
		
	 ARTICLE I. SERVICES
	  	 	1	  
	 1.01
	 	 Services to be Provided.
	  	 	1	  
	 1.02
	 	 Quantity and Nature of Service.
	  	 	1	  
	 1.03
	 	 Transition Plan.
	  	 	2	  
	 1.04
	 	 Standard of Care.
	  	 	2	  
	 1.05
	 	 Responsibility For Errors; Delays.
	  	 	2	  
	 1.06
	 	 Good Faith Cooperation; Alternatives.
	  	 	2	  
	 1.07
	 	 Use of Third Parties.
	  	 	2	  
	 1.08
	 	 Assets of SHO.
	  	 	2	  
	 1.09
	 	 Ownership of Data and Other Assets.
	  	 	2	  
	 1.10
	 	 Contact Person.
	  	 	3	  
		
	 ARTICLE II. CHARGES AND PAYMENTS FOR SERVICES
	  	 	3	  
	 2.01
	 	 Compensation.
	  	 	3	  
	 2.02
	 	 Payments.
	  	 	4	  
	 2.03
	 	 Taxes.
	  	 	4	  
		
	 ARTICLE III. TERMINATION
	  	 	4	  
	 3.01
	 	 Termination of an Individual Service for Convenience by SHO.
	  	 	4	  
	 3.02
	 	 Termination of the Agreement.
	  	 	5	  
	 3.03
	 	 Obligations on Termination.
	  	 	5	  
	 3.04
	 	 Termination of an Individual Service by SHMC.
	  	 	5	  
		
	 ARTICLE IV. CONFIDENTIALITY
	  	 	6	  
	 4.01
	 	 Confidentiality.
	  	 	6	  
	 4.02
	 	 Third-Party Contractor Confidentiality Terms.
	  	 	7	  
		
	 ARTICLE V. INDEMNIFICATION; LIMITATION OF LIABILITY
	  	 	8	  
	 5.01
	 	 Indemnification by SHO.
	  	 	8	  
	 5.02
	 	 Indemnification by SHMC.
	  	 	8	  
	 5.03
	 	 Procedure.
	  	 	8	  
	 5.04
	 	 Limitation of Liability.
	  	 	9	  
		
	 ARTICLE VI. MISCELLANEOUS
	  	 	9	  
	 6.01
	 	 Expenses.
	  	 	9	  
	 6.02
	 	 Waiver of Compliance.
	  	 	9	  
	 6.03
	 	 Amendment.
	  	 	9	  
	 6.04
	 	 Assignment.
	  	 	9	  
	 6.05
	 	 Notices.
	  	 	9	  


  
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	 6.06
	 	 Survival.
	  	 	11	  
	 6.07
	 	 Headings.
	  	 	11	  
	 6.08
	 	 No Third Party Rights.
	  	 	11	  
	 6.09
	 	 Counterparts.
	  	 	11	  
	 6.10
	 	 Severability.
	  	 	11	  
	 6.11
	 	 Entire Agreement.
	  	 	11	  
	 6.12
	 	 Force Majeure.
	  	 	11	  
	 6.13
	 	 Fair Construction.
	  	 	11	  
	 6.14
	 	 No Agency.
	  	 	12	  
	 6.15
	 	 Services Operating Committee; Dispute Resolution; Mediation.
	  	 	12	  
	 6.16
	 	 Definitions.
	  	 	13	  
	 6.17
	 	 Good Faith.
	  	 	15	  
	 6.18
	 	 Condition Precedent to the Effectiveness of this Agreement.
	  	 	15	  
	 6.19
	 	 Governing Law; Jurisdiction; Waiver of Jury Trial.
	  	 	15	  

 Appendices 
  

							
	 APPENDIX 1.01-A
	 	 Schedule of Services
	  			
		
	 COMPLIANCE
	  	 	29	  
		
	 EMPLOYEE COMMISSION ADMINISTRATION SUPPORT SERVICES
	  	 	25	  
		
	 FACILITIES
	  	 	29	  
		
	 FINANCE & ACCOUNTING
	  	 	4	  
		
	 HOME SERVICES (Installation & Repair)
	  	 	65	  
		
	 HUMAN RESOURCES
	  	 	1	  
		
	 IT SERVICES
	  	 	63	  
		
	 LOGISTICS & DISTRIBUTION
	  	 	32	  
		
	 LOSS PREVENTION
	  	 	21	  
		
	 MARKETING SERVICES
	  	 	18	  
		
	 ONLINE SERVICES
	  	 	11	  
		
	 PAYMENT CLEARING AND RELATED FINANCIAL SERVICES
	  	 	57	  
		
	 REAL ESTATE
	  	 	73	  
		
	 SEARS DE PUERTO RICO
	  	 	76	  
		
	 STORE LEVEL LABOR PLANNING AND STAFFING SUPPORT
	  	 	24	  


  
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	 Exhibits to Appendix 1.01-A
	  	
			
	APPENDIX 1.01-B	 	Effective Date	  	
			
	APPENDIX 1.10	 	Contact Persons	  	


  
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SERVICES AGREEMENT 
 August 8, 2012 
 This Services Agreement (this
“Agreement”) is between Sears Holdings Management Corporation, a Delaware corporation (“SHMC”), and Sears Hometown and Outlet Stores, Inc., a Delaware corporation (“SHO”). SHMC and SHO
each are sometimes referred to as a “Party” and together sometimes are referred to as the “Parties.” Section 6.16 of this Agreement, which begins on page 13, includes a glossary of defined terms used in this
Agreement. 
 Terms and Conditions 
 For good and valuable consideration, the receipt of which SHMC and SHO acknowledge, SHMC and SHO agree as follows: 
 ARTICLE I. 
 SERVICES 

1.01 Services to be Provided. During the Service Period SHMC will provide to SHO the services described
on Appendix 1.01-A to the extent not prohibited by Applicable Law (together, the “Services”). “Service Period” means the period commencing immediately following the “Rights Closing Effective Time”
specified in the Separation Agreement (the “Separation Agreement”) to be executed and delivered by SHO and SHLD (the date on which the Rights Closing Effective Time occurs, the “Effective Date”) and continuing until
5:00 p.m. (Central Time) on the last day of the 66th full
month following the Effective Date. The calendar day that becomes the Effective Date will be inserted on Appendix 1.01-B after the Effective Date has occurred. All services that were provided prior to the Effective Date to the businesses operated by
SHO after the Effective Date and that after the Effective Date constitute Services will be governed by this Agreement even if such services are not described on Appendix 1.01-A. If a Party identifies such a Service, it will notify the other
Party’s Contact Person (as provided for in Section 1.10 below), and the Parties will work together to address such services and respective pricing in an Amendment to this Agreement. 

1.02 Quantity and Nature of Service. Except as otherwise provided in Section 1.01 or this Section 1.02, there
will be no material change in the scope or level of, or use by, SHO of Services during the Service Period (including changes requiring the hiring or training of additional employees by SHMC) without the mutual written agreement of the Parties and
adjustments, if any, to the charges for such Services; provided, however, SHMC may make changes from time to time in the manner of performing Services, notwithstanding that specific third party contractors (at times referred to as
“vendors”) may be listed on Appendix 1.01-A), if SHMC is making similar changes in performing or the performance of the same or substantially similar services for itself or its Affiliates. SHO will not resell any Services, provide the
Services to any joint-venture or non-wholly owned subsidiary, or otherwise use the Services in any way other than in connection with the conduct of SHO’s internal business. 

  
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 1.03 Transition Plan. At least semi-annually, and in the event of a
Stockholding Change, at least quarterly, throughout the Service Period, SHO will provide SHMC with current information and reasonable assistance concerning SHO’s plans for transitioning the performance of all Services to SHO or its designees
prior to the completion of the Service Period. SHMC will provide SHO with such information as is reasonably necessary to assist SHO with such transition. 
 1.04 Standard of Care. Except as otherwise set forth in this Agreement, SHMC does not assume any responsibility under this Agreement other than to render the Services in Good Faith, without
willful misconduct or gross negligence. SHMC makes no other guarantee, representation, or warranty of any kind (whether express or implied) regarding any of the Services provided hereunder, and expressly disclaims all other guarantees,
representations, and warranties of any nature whatsoever, whether statutory, oral, written, express or implied, including any warranties of merchantability or fitness for a particular purpose and any warranties arising from course of dealing or
usage of trade. SHMC will only be obligated to provide Services in a manner consistent with past practice (including prioritization among projects for SHMC, SHMC’s Affiliates, and SHO). 

1.05 Responsibility For Errors; Delays. SHMC’s sole responsibility to SHO for errors or omissions in Services caused
by SHMC will be to furnish correct information, payment or adjustment in the Services, and if such errors or omissions are solely or primarily caused by SHMC, SHMC will furnish such corrections at no additional cost or expense to SHO if SHO promptly
advises SHMC of such error or omission. 
 1.06 Good Faith Cooperation; Alternatives. SHMC and SHO will use Good
Faith efforts to cooperate with each other in all matters relating to the provision and receipt of the Services, including acquisition of required third-party contractor consents (if any). If SHMC reasonably believes it is unable to provide any
Service because of a failure to obtain third-party contractor consents or because of impracticability, SHMC will notify SHO promptly after SHMC becomes aware of such fact and the Parties will cooperate to determine the best alternative approach.

 1.07 Use of Third Parties. SHMC may use any Affiliate or any unaffiliated third-party contractor to provide the
Services to the extent the Affiliate or the unaffiliated third-party contractor provides comparable services to SHMC or, if not, if SHO gives its prior written consent (which consent SHO will not unreasonably withhold or delay). 

1.08 Assets of SHO. During the Service Period, (i) SHMC and its Affiliates and third-party contractors may use, at no
charge, all of the software and other assets, tangible and intangible, of SHO (together, the “Assets”) to the extent necessary to perform the Services, and (ii) SHO will consult with SHMC prior to upgrading or replacing any of the
Assets that are necessary for SHMC to provide the Services. 
 1.09 Ownership of Data and Other Assets. Neither
Party will acquire any right, title or interest in any Asset that is owned or licensed by the other and used to provide the Services. All data provided by or on behalf of a Party to the other Party for the purpose of providing the 

  
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Services will remain the property of the providing Party. To the extent the provision of any Service involves intellectual property, including software or patented or copyrighted material, or
material constituting trade secrets, neither Party will copy, modify, reverse engineer, decompile or in any way alter any of such material, or otherwise use such material in a manner inconsistent with the terms and provisions of this Agreement,
without the express written consent of the other Party. All specifications, tapes, software, programs, services, manuals, materials, and documentation developed or provided by SHMC and utilized in performing this Agreement, will be and remain the
property of Service Provider and may not be sold, transferred, disseminated, or conveyed by SHO to any other entity or used other than in performance of this Agreement without the express written permission of SHMC. 

1.10 Contact Person. Each Party will appoint a contact person (each, a “Contact Person”) to facilitate
communications and performance under this Agreement. The initial Contact Person of each Party is set forth on Appendix 1.10. Each Party will have the right at any time and from time to time to replace its Contact Person by written notice to the
other Party. 
 ARTICLE II. 
 CHARGES AND PAYMENTS FOR SERVICES 
 2.01 Compensation.

 (a) Fees. As consideration for the provision of Services, SHO will pay SHMC for the first three years
commencing on the Effective Date, (“First Three Years”) the annual, quarterly, monthly, and hourly fees for the Services specified on Appendix 1.01-A (the “Fees”), payable in equal installments in advance as
provided on Appendix 1.01-A. Upon termination of an individual Service, SHO will pay a pro rata portion of the applicable Fee specified on Appendix 1.01-A, calculated based on the portion of the individual Service actually performed, or expense
actually incurred, through the date SHMC performs the Service. Transition Fees, if any are specified on Appendix 1.01-A, will be paid with the last monthly installment payment of the Fees under the Agreement. If a Fee constitutes a
“Charge” (as that term is defined in the Merchandising Agreement dated August 8, 2012 between (1) SHO, and others, and (2) Sears, Roebuck and Co. (“SRC”) and others (the “Merchandising
Agreement”)), SHO will have no obligation to pay the Fee in accordance with this Agreement to the extent SHO is paying it as a Charge in accordance with the terms and conditions of the Merchandising Agreement. If a Fee duplicates another
Fee to any extent, including due to SHMC’s performance of a Service that duplicates to any extent SHMC’s performance of another Service, SHO will have no obligation to pay the portion of the Fee that is duplicative. If the Fees include
charges for Services performed by a third party contractor and the third party contractor fees increase during the First Three Years, then SHMC may pass through the increased charges as an increase in the Fees. The Parties will negotiate in Good
Faith the Fees for the fourth and fifth years of the Term and the six-month period following the fifth year, which revised fees will be reflected in one or more amendments to this Agreement. 

(b) Expenses. In addition to the Fees, SHO will reimburse SHMC for (i) COBRA expenses advanced by SHMC with respect to
SHO’s and its Affiliates’ employees who 

  
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incur a qualifying event (as defined under COBRA) prior to the Effective Date, (ii) COBRA expenses advanced by SHMC with respect to SHO’s and its subsidiaries’ employees who incur
a qualifying event (as defined under COBRA) on or after the Effective Date until such COBRA liability is transferred to a SHO-sponsored group health plan, and (iii) all other reasonable out-of-pocket expenses actually incurred in its
performance of the Services, that are not included in the Fees (“Expenses”). To the extent reasonably practicable, SHMC will provide SHO with notice of such Expenses prior to incurring them. (COBRA expenses and Expenses are together
referred to as “Expenses”). If directed by SHMC, SHO will pay directly any or all third-party contractors providing Services to or for the benefit of SHO. 
 2.02 Payments. SHO will pay Fees in accordance with Section 2.01(a). SHO will pay all Expenses and Transaction Taxes within 10 days of SHMC’s valid invoice to SHO. Unless otherwise
mutually agreed in writing, all amounts payable under this Agreement will be payable by electronic transfer of immediately available funds to a bank account designated by SHMC from time to time. All amounts remaining unpaid for more than 15 days
after their respective due date(s) will accrue interest at a rate of the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law, until paid. 

2.03 Taxes. Fees do not include applicable taxes. SHO will be responsible for the payment of all taxes payable in
connection with the Services including sales, use, excise, value-added, business, service, goods and services, consumption, withholding, and other similar taxes or duties, including taxes incurred on transactions between and among SHMC, its
Affiliates, and third-party contractors, along with any related interest and penalties (“Transaction Taxes”). SHO will reimburse SHMC for any deficiency relating to Transaction Taxes that are SHO’s responsibility under
this Agreement. Notwithstanding anything in this Section 2.03 to the contrary, each Party will be responsible for its own income and franchise taxes, employment taxes, and property taxes. The Parties will cooperate in Good Faith to
minimize Transaction Taxes to the extent legally permissible. Each Party will provide to the other Party any resale exemption, multiple points of use certificates, treaty certification and other exemption information reasonably requested by the
other Party. 
 ARTICLE III. 
 TERMINATION 
 3.01 Termination of an Individual Service for
Convenience by SHO. Subject to the next sentence, SHO, upon 60-day’s prior written notice to SHMC, may terminate for SHO’s convenience any individual Service at the end of a SHO fiscal month. SHO may not terminate an individual
Service if the termination would adversely affect SHMC’s ability to perform another Service. 

  
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 3.02 Termination of the Agreement. 

(a) Subject to the next sentence, SHO or SHMC may terminate this Agreement in the event of a material breach of this Agreement by
the other Party if the breach is curable by the breaching Party and the breaching Party fails to cure the breach within 30 days following its receipt of written notice of the breach from the non-breaching Party. If the breach is not curable by the
breaching Party, the non-breaching Party may immediately terminate this Agreement following the non-breaching Party’s delivery of notice to the breaching Party. 
 (b) SHO or SHMC may terminate this Agreement (whichever party is entitled to terminate, the “Terminating Party”) effective immediately upon 30-days’ advance written notice to
the other party if (i) the Terminating Party or any of its Affiliates terminates the Separation Agreement as a result of a material breach of, or a material default by, the other party or its Affiliates of their obligations in the Separation
Agreement, (ii) the Terminating Party or any of its Affiliates terminates a License Agreement in accordance with its terms as a result of a material breach of, or a material default by, the other party or its Affiliates of their obligations in
the License Agreement, (iii) the Terminating Party or any of its Affiliates terminates the Merchandising Agreement in accordance with its terms as a result of a material breach of, or a material default by, the other party or its Affiliates of
their obligations in the Merchandising Agreement. or (iv) the Terminating Party or any of its Affiliates terminates the Shop Your Way Rewards Retail Establishment Agreement dated August 8, 2012 between SHO and SHMC (the “SYW
Agreement”) in accordance with its terms as a result of a material breach of, or a material default by, the other party or its Affiliates of their obligations in the SYW Agreement. “License Agreement” means each of the
following, each dated August 8, 2012: the Store License Agreement between Sears Authorized Hometown Stores, LLC and SRC; the Store License Agreement between Sears Home Appliance Showrooms, LLC and SRC; the Store License Agreement between Sears
Outlet Stores, L.L.C. and SRC; and the Trademark License Agreement between SHO and SRC. 
 (c) SHMC may terminate this
Agreement if a Stockholding Change occurs. 
 3.03 Obligations on Termination. Upon termination of this Agreement
(a) each Party will promptly return or destroy all Confidential Information received from the other Party in connection with this Agreement without retaining a copy thereof, other than one copy for record keeping purposes, (b) SHO will
return to SHMC, as soon as reasonably practicable, all equipment or other property of SHMC, whether owned, leased, or licensed, and (c) SHO will pay all outstanding Fees for Services rendered and Expenses incurred through the date this
Agreement is terminated in accordance with its terms and for all Transition Fees. 
 3.04 Termination of an Individual
Service by SHMC. 
 (a) If an Affiliate of SHMC that provides a Service is unwilling or unable to provide the
Service, (i) the Affiliate of SHMC does not provide a similar service to SHMC or its other Affiliates on terms that are comparable to the terms of this Agreement, and (ii) SHMC is unable to retain a replacement service provider to provide
the Service on terms that are comparable to the terms of this Agreement, SHMC, upon providing 90-days’ prior written notice to SHO, may terminate the Service, but the termination of the Service will have no effect upon the provision of the
other Services to SHO. If an unaffiliated third-party contractor of SHMC or an Affiliate that provides a Service is unwilling or unable to allow SHO to use the Service under the existing (or comparable) terms, and SHMC is unable to retain a
replacement service provider to provide the Service on terms that are comparable to the terms of this Agreement, SHMC, upon providing 90-days’ prior written notice 

  
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to SHO, may terminate the Service, but the termination will have no effect upon the provision of the other Services to SHO. If SHMC is unable to give SHO 90-days’ prior written notice to SHO
due to such third-party contractor’s refusal to allow SHO to use the Service for 90 days, then SHMC will provide as much notice as possible. 
 (b) If the Parties fail to agree upon and execute an amendment regarding a Fee for one or more individual Services for the fourth or fifth year of the Term or the six-month period following the
fifth year, SHMC may terminate the individual Service or Services upon 60-days’ prior written notice to SHO. 
 ARTICLE
IV. 
 CONFIDENTIALITY 
 4.01 Confidentiality. 
 (a) Confidential Information”
means all non-public information received by a Party, its Affiliates, and their respective Representatives (together, the “Receiving Party”) relating to the other Party, its Affiliates, and their respective Representatives
(together, the “Disclosing Party”), in connection with this Agreement, including information concerning pricing, service history, customer information and lists (except to the extent that these may be shared under privacy laws and
regulations), employee information, sourcing and third party contractor information, costs, product specifications and methods of operations, business plans, strategies, financial information, information technology information, and other
proprietary information, regardless of the manner or medium in which it is furnished to or otherwise obtained by the Receiving Party; provided, that the term “Confidential Information” does not include information which (i) is
or becomes generally available to the public other than as a result of a disclosure by the Receiving Party in violation of this Agreement, (ii) is or was available to the Receiving Party on a non-confidential basis prior to its disclosure to
the Receiving Party by the Disclosing Party, provided that such information did not become available to the Receiving Party, from a Person who, to the Receiving Party’s knowledge and at the time of receipt by the Receiving Party of the
relevant information, is bound by a confidentiality agreement with respect to such information with (or other confidentiality obligation to) the Disclosing Party or another Person or (iii) was or becomes available to the Receiving Party on a
non-confidential basis from a source other than the Disclosing Party, provided that such source is or was (at the time of receipt of the relevant information) not, to the Receiving Party’s knowledge, bound by a confidentiality agreement
with respect to such information with (or other confidentiality obligation to) the Disclosing Party or another Person. 

  
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 (b) The receiving Party will not disclose, and will cause its Affiliates and
Representatives not to disclose, any Confidential Information of the Disclosing Party to any Person; provided, however, that each Party will be responsible in any event for the acts or omissions of its Affiliates and Representatives to whom
it discloses the Disclosing Party’s Confidential Information; and provided, further, that Confidential Information may be disclosed only: 
 (i) to the receiving Party’s Affiliates and Representatives in the normal course of performance of Receiving Party’s obligations under this Agreement; 

(ii) by the Receiving Party to the extent required by Applicable Law, rule or regulation (including complying with any oral or written
questions, interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process to which such Party is subject), with prior notice, if legally permitted, to the Disclosing Party; 

(iii) by the Receiving Party, if such Person determines in Good Faith that such disclosure is required in order to comply with such
Person’s obligations under the federal or state securities laws, rules or regulations, the rules of the NASD or the Nasdaq Stock Market or any other similar body), with prior notice, if legally permitted, to the Disclosing Party; or 

(iv) with the prior written consent of the Disclosing Party. 
 (c) Nothing contained herein will prevent the use (subject, to the extent possible, to a protective order) of Confidential Information in connection with the assertion or defense of any claim by or
against the other Party. 
 (d) Each Party acknowledges that if it breaches this Agreement, the other Party may be
irreparably and immediately harmed and may not be made whole by monetary damages. Accordingly, the Disclosing Party, in addition to any other remedy to which it may be entitled in law or equity, is entitled to pursue any injunction or injunctions to
prevent breaches of this Agreement and to compel specific performance of this Agreement, without the need for proof of actual damages. 
 4.02 Third-Party Contractor Confidentiality Terms. If SHMC’s agreement with an unaffiliated third-party contractor performing Services (“TP Agreement”) includes
confidentiality terms that are less restrictive than this Article IV (i.e., the TP Agreement permits broader sharing or disclosure of confidential information than permitted in this Article IV), then, notwithstanding anything in this Article IV to
the contrary, the less-restrictive confidentiality terms of the TP Agreement will (i) control over this Article IV and (ii) govern SHMC’s rights and obligations in this Article IV regarding the sharing of SHO Confidential Information
with the unaffiliated third-party contractor, but in each circumstance only to the extent necessary to permit the unaffiliated third-party contractor to perform the Services. 

  
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 ARTICLE V. 
 INDEMNIFICATION; LIMITATION OF LIABILITY 
 5.01 Indemnification by
SHO. SHO will defend, indemnify, and hold harmless SHMC and its Affiliates and their respective Representatives from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’
fees) of every kind and nature arising from third-party claims, demands, litigation, and suits related to or arising out of this Agreement (together “SHO Claims”), except to the extent that such SHO Claims are found by a final
judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (i) a breach of any provision of this Agreement by SHMC; or (ii) any negligent act or omission, or willful misconduct of SHMC, its Affiliates, or
their respective Representatives in performance of this Agreement. 
 5.02 Indemnification by SHMC. SHMC will
defend, indemnify, and hold harmless SHO and its Affiliates, and their respective Representatives, from and against any and all costs, liabilities, losses, penalties, expenses and damages (including reasonable attorneys’ fees) of every kind and
nature arising from third-party claims, demands, litigation, and suits, that: (i) relate to bodily injury or death of any person or damage to real and/or tangible personal property directly caused by the negligence or willful misconduct of SHMC
or its Affiliates during the performance of the Services, or (ii) relate to the infringement of any copyright or trade secret by an Asset owned by SHMC or its Affiliates and used by SHMC in the performance of the Services (together,
“SHMC Claims”). Notwithstanding the obligations set forth above in this Section 5.02, SHMC will not defend or indemnify SHO, its Affiliates, or their respective Representatives to the extent that such SHMC Claims are found by a
final judgment or opinion of an arbitrator or a court of appropriate jurisdiction to be caused by: (a) a breach of any provision of this Agreement by SHO; (b) any negligent act or omission, or willful misconduct of SHO, its Affiliates, or
their respective Representatives in performance of this Agreement; or (c) with respect to infringement claims: (I) SHO’s use of the Asset in combination with any product or information not provided by SHMC; (II) SHO’s
distribution, marketing or use for the benefit of third parties of the Asset; (III) SHO’s use of the Asset other than as contemplated by this Agreement; or (IV) information, direction, specification or materials provided by or on behalf of
SHO. SHO Claims and SHMC Claims are each individually referred to as a “Claim.” 
 5.03
Procedure. In the event of a Claim, the indemnified Party will give the indemnifying Party prompt notice in writing of the Claim; but the failure to provide such notice will not release the indemnifying Party from any of its obligations
under this Article except to the extent the indemnifying Party is materially prejudiced by such failure. Upon receipt of such notice the indemnifying Party will assume and will be entitled to control the defense of the Claim at its expense and
through counsel of its choice, and will give notice of its intention to do so to the indemnified Party within 20 business days of the receipt of such notice from the indemnified Party. The indemnifying Party will not, without the prior written
consent of the indemnified Party, (i) settle or compromise any Claim or consent to the entry of any judgment that does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the indemnified Party of a written
release from all liability in respect of the Claim or (ii) settle or compromise any Claim in any manner that may adversely affect the Indemnified Party other than 

  
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as a result of money damages or other monetary payments that are indemnified hereunder. The indemnified Party will have the right at its own cost and expense to employ separate counsel and
participate in the defense of any Claim. 
 5.04 Limitation of Liability. Except for (i) each Party’s
indemnity and defense obligations as set forth in Sections 5.01, 5.02, and 5.03 and other liabilities to unaffiliated third parties, (ii) a party’s breach of its confidentiality obligations, and (iii) breach of Section 1.09,
in no event will either Party be liable for any consequential, incidental, indirect, special, or punitive damages, losses or expenses (including business interruption, lost business, lost profits, or lost savings) even if it has been advised of
their possible existence. The sole liability of SHMC and its Affiliates for any and all claims in any manner related to this Agreement will be the payment of direct damages, not to exceed (for all claims in the aggregate) the Fees received by SHMC
under this Agreement. Notwithstanding anything in this Agreement to the contrary, SHMC will not be liable for damages caused by SHMC’s third-party contractors; however, to the extent permitted in a TP Agreement, SHMC will pass through to SHO
applicable rights and remedies under the respective TP Agreement. 
 ARTICLE VI 

MISCELLANEOUS 
 6.01 Expenses. Except as otherwise provided herein in connection with the provision of the Services, each Party will bear its own expenses with respect to the transactions contemplated by
this Agreement. 
 6.02 Waiver of Compliance. Any failure of a Party to comply with any obligation, covenant,
agreement or condition in this Agreement may be waived in writing by the other Party, but such waiver or failure to insist upon strict compliance with such obligation, covenant, agreement or condition will not operate as a waiver of, or estoppel
with respect to, any subsequent or other failure. 
 6.03 Amendment. Subject to the next sentence, this Agreement
may not be amended except by a written amendment signed by each Party. 
 6.04 Assignment. SHO may not assign its
rights or obligations under this Agreement without the prior written consent of SHMC, to be withheld in SHMC’s absolute discretion. A Stockholding Change will constitute an assignment of this Agreement by SHO for which assignment SHMC’s
prior written consent will be required. SHMC may freely assign its rights and obligations under this Agreement to any of its Affiliates without the prior consent of SHO; provided that any such assignment will not relieve SHMC of its obligations
hereunder. This Agreement will be binding on, and will inure to the benefit of, the successors and assigns of the Parties. 

6.05 Notices. All notices, requests, demands, waivers and other communications required or permitted to be given under this
Agreement must be in writing and will be deemed to have been duly given (i) when delivered by hand, (ii) three business days after it is mailed, certified or registered mail, return receipt requested, with postage prepaid, (iii) on
the same 

  
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business day when sent by facsimile if the transmission is completed before 5:00 p.m. recipient’s time, or one business day after the facsimile is sent, if the transmission is completed on
or after 5:00 p.m. recipient’s time or (iv) one business day after it is sent by Express Mail, Federal Express or other courier service, as follows: 
  

	 	(a)	if to SHMC: 

 Sears Holdings
Management Corporation 
 3333 Beverly Road B5-119A 
 Hoffman Estates, Illinois 60179 
 Attention: Senior Vice President-Finance

 Telephone: (847) 286-8991 
 Facsimile: (847) 286-1699 
 with a copy to: 

Sears Holdings Management Corporation 
 3333 Beverly Road, B6-210B 
 Hoffman Estates, Illinois 60179 

Attention: General Counsel 
 Telephone: (847) 286-5933
 Facsimile: (847) 286-2471 

 

	 	(b)	if to SHO: 

 Sears Hometown and
Outlet Stores, Inc. 
 3333 Beverly Road B4-150A 
 Hoffman Estates, Illinois 60179 
 Attention: Senior Vice President and Chief
Operating Officer 
 Telephone: (847) 286-9741 
 Facsimile: (847) 286-7838 
 with a copy to: 

Sears Hometown and Outlet Stores, Inc. 
 3333 Beverly Road 
 Hoffman Estates, Illinois 60179 

Attention: General Counsel 

  
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or such other address as the person to whom notice is to be given has furnished in writing to the other Parties. A notice of change in address will not be deemed to have been given until received
by the addressee. 
 6.06 Survival. The provisions of Articles II (Charges and Payments for Services), III
(Termination), IV (Confidentiality), V (Indemnification; Limitation of Liability), and VI (Miscellaneous) will survive any termination or expiration of this Agreement. 
 6.07 Headings. The article and section headings contained in this Agreement are inserted for reference purposes only and will not affect the meaning or interpretation of this Agreement.

 6.08 No Third Party Rights. Except for the indemnification rights under this Agreement of any SHMC or SHO
indemnitee in their respective capacities as such, this Agreement is intended to be solely for the benefit of the Parties and is not intended to confer any benefits upon, or create any rights in favor of, any person other than the Parties.

 6.09 Counterparts. This Agreement may be executed by facsimile and in any number of counterparts, each of which
will be deemed to be an original, and all of which together will be deemed to be one and the same instrument. 
 6.10
Severability. If any provision of this Agreement is declared by any court of competent jurisdiction to be illegal, invalid, void or unenforceable, such provision will (to the extent permitted under applicable law) be construed by
modifying or limiting it so as to be legal, valid and enforceable to the maximum extent compatible with, and possibly under, applicable law, and all other provisions of this Agreement will not be affected and will remain in full force and effect.

 6.11 Entire Agreement. This Agreement (including the Schedules hereto) constitutes the entire agreement between
the parties hereto and supersedes all prior agreements and understandings, oral and written, between the parties hereto with respect to the subject matter hereof. 
 6.12 Force Majeure. Neither Party will be responsible to the other for any delay in or failure of performance of its obligations under this Agreement, or under any order placed pursuant to
this Agreement, to the extent such delay or failure is attributable to any act of God, act of terrorism, fire, accident, war, embargo or other governmental act, or riot; provided, however, that the Party affected thereby gives the other Party prompt
written notice of the occurrence of any event which is likely to cause any delay or failure setting forth its best estimate of the length of any delay and any possibility that it will be unable to resume performance; provided, further, that said
affected Party will use its commercially reasonable efforts to expeditiously overcome the effects of that event and resume performance. 
 6.13 Fair Construction. This Agreement will be deemed to be the joint work product of the Parties without regard to the identity of the draftsperson, and any rule of construction that a
document will be interpreted or construed against the drafting Party will not be applicable. 

  
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 6.14 No Agency. Nothing in this Agreement creates a relationship of
agency, partnership, or employer/employee between SHMC and SHO and it is the intent and desire of the Parties that the relationship be and be construed as that of independent contracting parties and not as agents, partners, joint venturers or a
relationship of employer/employee. 
 6.15 Services Operating Committee; Dispute Resolution; Mediation.

 (a) Services Operating Committee. SHO and SHMC will form a committee (the “Services Operating
Committee”) that will address all day-to-day operational, financial, and other issues that may arise with respect to the Agreement, including its interpretation, the Parties intent reflected in this Agreement, and the policies and practices
between SHMC and its Affiliates and the businesses comprising SHO’s businesses in effect immediately prior to the Effective Date, and all Disputes. The Services Operating Committee will discuss all of these issues and will attempt to resolve
informally all Disputes in accordance with Section 6.15(b)(ii). The Services Operating Committee will consist of three employees of each Party that the Party designates. The initial members are listed on Appendix 1.10. Each Party may replace
one or more of its members at any time upon notice to the other Party. Each Party will promptly fill all of its Service Operating Committee vacancies as they arise by notice to the other Party. Unless the members of the Services Operating Committee
unanimously agree otherwise, the Services Operating Committee will meet at least once every calendar month during the Term on the dates determined by the members of the Services Operating Committee. If the members of the Services Operating Agreement
cannot agree on a date or a time for a particular monthly meeting the meeting will occur at 1:00 p.m. Central Time on the second Thursday of the month at the offices of SHLD, 3333 Beverly Road, Hoffman Estates, IL 60179 B6-D. At all times one of the
members of the Services Operating Committee will serve as the Services Operating Committee’s Chairperson. The initial Chairperson is listed on Appendix 1.10 and the other Services Operating Committee members each will serve thereafter as
Chairperson, on a monthly basis, rotating between SHMC’s designees and SHO’s designees. The Chairperson (i) will request that Services Operating Committee members provide meeting agenda items and (ii) will distribute to members,
at least two business days in advance of each Services Operating Committee meeting, an agenda for the meeting. 
 (b)
Dispute Resolution by the Services Operating Committee. 
 (i) If a Dispute arises, neither
Party may take any formal legal action (such as seeking to terminate this Agreement, seeking mediation in accordance with Section 6.15(c), or instituting or seeking any judicial or other legal action, relief, or remedy with respect to or
arising out of this Agreement) unless the Party has first (i) delivered a notice of dispute (the “Dispute Notice”) to all of the members of the Services Operating Committee and (ii) complied with the terms of this
Section 6.15. At the first monthly meeting of the Services Operating Committee following the delivery of the Dispute Notice (the “Dispute Meeting”) the Operating Committee will attempt to resolve all of the Disputes that are
the subject the Dispute Notice. Each Party will cause its members on the Services Operating Committee to negotiate in Good Faith to resolve all Disputes in a timely manner. If by the 10th day following the Dispute Meeting the Services Operating Committee has not resolved all of the Disputes (the
“Resolution Failure Date”) the Parties will proceed to mediate the unresolved Disputes (“Unresolved Disputes”) in accordance with Section 6.15(c). 

  
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 (ii) Subject to the next sentence, “Dispute” means each claim,
controversy, dispute, and disagreement between, on the one hand, SHO or any of its Affiliates, or any of their respective shareholders, officers, directors, agents, employees, legal representatives (including attorneys in their representative
capacity), successors and assigns and, on the other hand, SHMC or any of its Affiliates, employees, legal representatives (including attorneys in their representative capacity), successors and assigns, in each case arising out of or relating to a
Party’s performance, or failure to perform, one or more of its obligations in this Agreement. Disputes do not include disagreements with respect to compliance with Article IV or payment obligations with respect to amounts due in accordance with
the terms and conditions of this Agreement that are not reasonably in dispute. 
 (c) Mediation of
Unresolved Disputes. SHMC and SHO will in good faith attempt to resolve all Unresolved Disputes by non-binding mediation. SHMC and SHO will negotiate in Good Faith to determine the mediator, the mediator’s compensation and related
costs, and the applicable rules for the mediation. If by the 15th day following the Resolution Failure Date SHMC and SHO have been unable to settle an Unresolved Dispute the obligations of SHMC and SHO in this Section 6.15 will terminate with respect to the
Unresolved Dispute. 
 6.16 Definitions. The following defined terms include the singular and the plural
form of the terms. 
 (a) “Affiliates” means (solely for purposes of this Agreement and for no other
purpose) (i) with respect to SHO, its subsidiaries, and (ii) with respect to SHMC, SHLD and the subsidiaries of SHLD. 

(b) “Applicable Law” means all applicable laws, ordinances, regulations, rules, and court and administrative
orders and decrees of all national, regional, state, local and other governmental units that have jurisdiction in the given circumstances. 
 (c) “Stockholding Change” means the occurrence of any transaction or event, whether voluntary or involuntary, that results in a Competitor becoming, or as a consequence of which a
Competitor becomes, directly or indirectly, at any time after the date of this Agreement and by whatever means, the beneficial owner of more than 50% of the total voting power of outstanding securities entitled to vote in, or carrying the right to
direct the voting with respect to, directly or indirectly and by whatever means the election of the board of directors of SHO or any of its subsidiaries. “Competitor” means, solely for purposes of this Agreement and for no other
purpose, Amazon.com, Inc., Best Buy Co., Inc., hhgregg, Inc., The Home Depot, Inc., Lowe’s Companies, Inc., Target Corporation, Tractor Supply Co., Wal-Mart Stores, Inc., each other retailer that competes in any material respect with the major
home appliance business or the power lawn and garden business operated by subsidiaries of SHLD, and the Competitor Affiliates of each of them. “Competitor Affiliates” means each individual or entity that directly or indirectly,
and by whatever means, controls, is under common control with, or is controlled by, a Competitor. 

  
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 (d) “COBRA” means Title X of the Consolidated Omnibus Budget
Reconciliation Act of 1985, as amended. 
 (e) “Governmental Authority” means any federal, state, local,
foreign or international court, government, department, commission, board, bureau, agency, official or other legislative, judicial, regulatory, administrative or governmental authority. 

(f) “Person” means an individual, a general or limited partnership, a corporation, a trust, a joint venture, an
unincorporated organization, a limited liability company, any other entity and any Governmental Authority. 
 (g)
“Representatives” means employees, partners, members, directors, officers, counsel, investment advisors, third-party contractors, and other representatives. 
 (h) “SHLD” means Sears Holdings Corporation. 
 Additional
Defined Terms: 
  

			
	 Term
	  	 Section

Where Defined

	“Assets”	  	1.08
	“Stockholding Change”	  	6.16(c)
	“Claim”	  	5.02
	“Confidential Information”	  	4.01(a)
	“Contact Person”	  	1.10
	“Disclosing Party”	  	4.01(a)
	“Disputes”	  	6.15(b)(ii)
	“Dispute Notice”	  	6.15(b)(i)
	“Effective Date”	  	1.01
	“Expenses”	  	2.01(b)
	“Fees”	  	2.01(a)
	“First Three Years”	  	2.01(a)
	“Good Faith”	  	6.19
	“Initial Chairperson”	  	6.15(a)
	“Merchandising Agreement”	  	2.01(a)
	“Party”	  	Introductory paragraph
	“Receiving Party”	  	4.01(a)
	“Separation Agreement”	  	1.01
	“Service Period”	  	1.01


  
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	 Term
	  	 Section

Where Defined

	“Services”	  	1.01
	“Services Operating Committee”	  	6.15(a)
	“SHMC”	  	Introductory paragraph
	“SHO Claims”	  	5.01
	“SHO”	  	Introductory paragraph
	“Transition Fees”	  	2.01(a)
	“TP Agreement”	  	4.02
	“Transaction Taxes”	  	2.03
	“Unresolved Disputes”	  	6.15(a)

 In this Agreement (i) “include,” “includes,” and
“including” are inclusive and mean, respectively, “include without limitation,” “includes without limitation,” and “including without limitation,” (ii) “or” is disjunctive but not
necessarily exclusive, (iii) “will” expresses an imperative, an obligation, or a requirement, (iv) numbered “section” and “article” references refer to sections and articles, respectively,
of this Agreement unless otherwise specified, (v) unless otherwise indicated all references to a number of days will mean calendar days unless otherwise specified and all references to months or years will mean calendar months or years, and
(vi) $ or Dollars will mean U.S. Dollars. 
 6.17 Good Faith. SHMC and SHO each will exercise
Good Faith in the performance of its obligations in this Agreement. “Good Faith” means honesty in fact and the observance of reasonable commercial standards of fair dealing in accordance with Applicable Law. 

6.18 Condition Precedent to the Effectiveness of this Agreement. This Agreement will not become effective until it has been
approved by the Audit Committee of the Board of Directors of SHLD. 
 6.19 Governing Law; Jurisdiction; Waiver of Jury
Trial. 
 (a) This Agreement will be governed and construed in accordance with the laws of the State of Illinois,
without regard to any choice or conflicts of law provision that would cause the application of the laws of any other jurisdiction. This Agreement will not be subject to any of the provisions of the United Nations Convention on Contracts for the
International Sale of Goods. 
 (b) Each of the Parties irrevocably and unconditionally submits, for itself and its
property, to the exclusive jurisdiction of any Illinois state court or Federal court of the United States of America, in either case sitting in Cook County, Illinois, and any appellate court to any thereof, in any action or proceeding arising out of
or relating to this Agreement or the transactions contemplated hereby or for recognition or enforcement of any judgment relating thereto, and each of the Parties irrevocably and unconditionally (i) agrees not to commence any such action or
proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such Illinois state court or, to the extent 

  
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permitted by law, in such Federal court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection that it may now or hereafter have to the laying of venue of
any such action or proceeding in any such Illinois state or Federal court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such Illinois state
or Federal court. A final judgment in any such action or proceeding will be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process
in the manner provided for notices in Section 6.05. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. 
 (c) Each Party acknowledges that each controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, it irrevocably and unconditionally waives
all rights it may have to a trial by jury in respect of any litigation directly or indirectly arising out of or relating to this Agreement or the transactions contemplated hereby. Each Party certifies and acknowledges that (i) it understands
and has considered the implications of such waivers, (ii) it makes such waivers voluntarily, and (iii) it has been induced to enter into this Agreement by, among other things, the mutual waivers and certifications in this
Section 6.19. 
 [signature page follows] 

  
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	SEARS HOLDINGS MANAGEMENT CORPORATION
		
	By:	 	 /s/    William Phelan

	William Phelan
	Senior Vice President-Finance
	
	SEARS HOMETOWN AND OUTLET STORES, INC.
		
	By:	 	 /s/    W. Bruce Johnson

	W. Bruce Johnson
	Chief Executive Officer and President



  
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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

			
	HUMAN RESOURCES	 	All Human Resources services will be provided by SHMC on an as-requested basis by SHO, upon reasonable advance notice to start or discontinue services. If less than all of the
services described under any heading are requested, or if services are requested for fewer than all employees of SHO, the parties will negotiate reasonable adjustments to the stated monthly fees to reflect the reduced level of effort
required.	 	
			
		 	 Payroll Administration:
  

•      Manage the associate time and attendance system and process.

 

•      Manage the creation and reporting of payroll payment processing
regardless of method – electronic, paper, paycard, etc. This includes exempt and non-exempt associate population.
  

•      Administer garnishment process.

 

•      Calculate associate commission income and administer the reporting for
commission payments.
  

•      Manage payroll taxes and related deductions.

 

•      Manage the processing and distribution of W-2 statements, both for
1/1/12 through 8/31/12 and for 9/1/12 through 12/31/12.
	 	$52,400 per month
			
		 	 Benefits administration:
  

•      Support management in maintaining relationships with insurance benefits
providers (healthcare, dental, life, STD/LTD).
  
 •      Manage 2013 associate benefit enrollment and open enrollment for new hires and incumbents.

 

•      Administer pension plan, 401K plan, retirement savings plan, WorkLife
solutions.
  

•      Manage voluntary benefits programs and maintain company programs for
service anniversaries and associate purchase discount cards.
  
 •      Maintain administrative processes for associate communications and HR Policy development.
	 	$4,200 per month


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Talent Acquisition:
  

•      Manage recruiting for salaried and hourly associates.

 

•      Utilize applicant tracking system to mine, recruit and hire exempt and
non-exempt associates.
  

•      Recruit via college/campuses, military programs, community
engagement.
  

•      Administer job postings and search management activities.

 

•      Conduct market searches and utilize data to source and recruit
talents.
  

•      Administer referral programs.

 

•      Perform assessment, background check, drug screening and I9
verification for exempt and non exempt candidates.
  
 •      Conduct on-boarding activities (orientation, training, relocation management, etc.) for newly-hired associates.

 

•      Administer the transfer of Sears, Roebuck and Co. associates and Sears
Holdings Management Corp. associates to appropriate SHO entity, including issuing offer letters, transferring payroll, tax records, and benefits records and collecting employee acknowledgements of SHO’s Code of Conduct, Handbook, and
Policy.
	 	$26,000 per month
			
		 	 Talent Management:
  

•      Maintain business processes for management to conduct performance
reviews bi-annually for exempt and non-exempt associates
  
 •      Transfer data of SHO associates who were on a Performance Improvement Plan prior to Separation.

 

•      Provide management with various tools to manage and assess associates
and assist them in developing succession plans.
  
 •      Manage the reporting and analytics of talent development data for all corporate and field associates.

 

•      Manage labor relations, fair employment and other employment compliance
issues.
	 	$3,700 per month


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Compensation:
  

•      Assist management in developing strategy, execution and compliance of
executive, salary and hourly compensation programs.
  
 •      Administer corporate incentive (LTIP, AIP, etc.) and field commission programs.
  

•      Transition SHC stock and cash rights (vested and unvested) of eligible
associates to SHO, as authorized by appropriate corporate action and SHMC legal direction.
  

•      Track eligibility, and payment of retention awards (issued
pre-Separation).
  

•      Transfer Long-Term Incentive Program (LTIP) payments information to SHO
(for Q2 2012 performance, payable in 2013) (SHMC to bear cost for performance before Separation, SHO for performance after Separation). Provide information to track associates’ quarterly data under the LTIP plan to SHO.

 

•      Transfer new-hire sign-on bonus information to SHO, including retention
requirements.
  

•      Transfer Executives Severance Agreements and associated data to
SHO.
	 	$3,000 per month
		 	  
 Talent Development and Learning:

 

•      Assist management in defining and implementing a strategy for talent
development and learning.
  

•      Assist management in developing the learning curriculum and content for
both salaried and hourly associates.
  
 •      Offer instructor-led (at the Hoffman Estates Support Center) and eLearning training for associates.

 

•      Manage and conduct LEAD program, merchant academy, compliance course
management and leadership development programs (BUILD, BA, TLP, BAP)
  
 •      Maintain processes to track learning and compliance.
	 	  
 No Charge

		 	  
 Associate Relations

 

•      Provide use of call center to receive associate inquiries.

 

•      Manage the reporting and support of associate change requests and other
employment-related questions.
  

•      Assist management in managing employee relations cases.

 

•      Assist management in establishing an associate termination process
including termination decision matrix and termination process (return of assets, exit interview, final pay, data security, etc.).
  

•      Assist management in establishing an expense reimbursement process
within SHO.
	 	  
 $31,100 per month



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Diversity/Associate Networks:
  

•      Assist management in creating processes to welcome the efforts of
associates to establish diversity and associate networks
	 	Included in Talent Acquisition
		 	  
 Analytics and Reporting:

 

•      Perform ad-hoc and cyclical reporting and Workforce Analytics (WFA)
administration.
  

•      Conduct human capital analytics projects.
	 	  
 $2,900 per month

		 	  
 Compliance

 

•      Assist management in using various tactics to promote the adherence to
associate relations policies and programs
  
 •      Assist management in managing and negotiating collective bargaining contracts.
  

•      Assist management in developing programs for leave administration; fair
employment and affirmative action support, as may be needed.
  
 •      Offer counseling, training and support on all labor-related matters and employment practices compliance.
	 	  
 $2,100 per month

		 	  
 Support Center Benefits

 

•      SHC benefits provided to Support Center employees
	 	  
 $39,900

	  
 FINANCE & ACCOUNTING
	 		 	
	  
 Finance and Accounting
	 		 	
	  
 General Ledger
	 	  
 Provide SHO access to the SHMC finance general ledger system to
process all accounting related activities for SHO business. This includes, but is not limited to, the Peoplesoft system for recording all financial transactions along with all necessary systems that feed data into the general ledger such as NAI,
Accounts Payable, Mechanized R&D, Point-of-Sale, Inventory Systems, Markdown Management Systems, SOLAR payroll processing, Waste Recon, and other external feeds.
	 	  
 Maintain PeopleSoft accounting system and Stock Ledger (SL)
merchandise and margin systems: $12,000 per year



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

	Accounting Services	 	 Perform daily, weekly and monthly transaction processing of all entries and feeds into the general ledger system. Compile and load
general ledger information for SHO into Essbase financial reporting databases, EIS and Financial Transaction Databases to be used for internal reporting and analysis by SHO. SHMC will inform SHO of any processing errors or data feed issues
which would impact the financial results of SHO.
  
 •  Accounts Payable – access to SHMC finance Accounts Payable system to process all invoices and purchase orders for SHO.

 
 •  Fixed Asset Management
– maintain all SHO fixed assets in the SHMC finance fixed asset system. Also provide necessary support to add new locations or assets into the system as new stores are opened or assets are procured by current locations.
	 	
			
		 	 Cash Management
  

•       Cash settlement as currently handled by SHMC

 

•       Cash clearing accounts

 

•       Daily investment

 

•       Cash forecasting

 

•       Cash flow
	 	$164,000 annually.
			
		 	 Physical Inventory/Shrink Process Reporting
  

•       Contract with RGIS or similarly qualified vendor for physical
inventory process
  

•       Perform inventory shrink reconciliations and
reporting
	 	
			
		 	 AP Processing and Accounting
  

Reporting
  

•       Prepare/distribute statements which summarize results and
financial position
  

•       Data extraction (FTD) financial transaction data base and
financial,management and external reporting
  
 •       Maintain PeopleSoft accounting system and SL (stock ledger) merchandise and margin systems

 

•       Maintain Essbase reporting databases which warehouse financial
information
  

•       Data extraction for general ledger (PS), Fixed Assets and Capital
tracking.
  

•       Maintain general ledger and supporting record as
necessary
	 	


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 Disbursements
  

•       Process accounts payable

 

•       Match merchandise receipt to invoice

 

•       Approve invoices

 

•       Cutting checks to and receiving checks from vendors

 

•       Correspond with vendors

 

•       Retain records

 

•       AP write-offs by vendor by department

 

•       Receivable collection related to AP accounts

 

•       Import reconciliation

 

•       Process other disbursements

 

•       Pay approved disbursements

 

•       Process travel and entertainment

 

•       Lease Payment System(LPS)

 

•       Data Extraction for Invoice Processing System (IPS), payment
processing (NAP), mechanized R&D (NDJ), Purchase Order Writing System (POWS) and LPS
  

•       General Ledger

 

•       Process journal entries

 

•       Maintain integrity of balances

 

•       Monthly reconciliation of balance sheet accounts

 

•       Annual recording of book-to-physical inventory
adjustments
  

•       Variance analysis of unit income statement balances and identify
potential errors
  

•       Maintain fixed asset records
	 	
	Reporting Services	 	Compile and produce Monthly, Quarterly, and Annual External financial statements for SHO including, but not limited to Income Statements, Balance Sheets, and Statement of Cash
Flows. In addition, the Quarterly and Annual financial statements will include all notes, tables and supplemental information necessary for external audit and SEC filing requirements.	 	$150,000 per year.
			
		 	 Vendor Allowance Reporting
  

•       SHMC will process all SHO vendor allowance agreements and provide
a monthly report of the vendor allowances that are paid to SHO and reporting to show non-shared vendor allowances as determined by the Service Level Agreements between SHO and SHMC. At the request of SHO, SHMC will conduct periodic audits of
SHMC allowances collected to confirm that the Service Level Agreements are in compliance.
	 	$25,000 per year.


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 Peoplesoft Projects Module
  

•       Provide SHO with access to SHMC finance Peoplesoft Projects
Module to set up new capital and/or expense projects including all necessary feeds to create purchase orders, feeds to the SHMC finance A/P and feeds to the SHMC finance Fixed Asset System.
	 	
			
	Tax	 	 Tax Returns and Certain Other Filings:
  

Required Tax Services
  

1.       Federal income tax

a.       Prepare return and remit tax due

 

b.       Prepare estimated tax and extension filings and remit tax
due
  

c.       Prepare LIFO tax calculations (if business adopts LIFO)

 

d.       Prepare supporting workpapers

 

e.       Prepare tax elections

 

f.        Foreign tax credit calculations

 

g.       If SHMC stops providing applicable HR services to SHO, SHO will be
responsible for providing SHMC with data necessary to report any available employment-related tax credits (e.g., WOTC) either directly or through a third party
  

2.       State income tax

 

a.       Prepare returns and remit tax due

 

b.       Prepare estimated tax and extension filings and remit tax
due
  

c.       Prepare supporting workpapers

 

d.       Prepare tax allocations for periods when part of SHLD unitary
returns
  

3.       Financial Accounting

 

a.       Quarterly tax provision, effective tax rate calculations, tax
accounting journal entry support
  

b.       Analysis of uncertain tax positions and quarterly tax reserve
calculations and journal entry support (if necessary)
  
 c.       Tax footnote disclosures for Form 10-K and Form 10-Qs
  

d.       Return-to-accrual calculations and necessary journal entry
support
  

4.       Sales and use tax

 

a.       Prepare tax returns and remit taxes due

 

b.       Maintain tax tables in POS system (if continue to use Sears POS
system)
	 	 Required Tax Services

 
 $239,800 per year

 
 “As-Needed” Tax
Services
  
 $55/hour

 
 Service Level Increases

 
 If service levels increase due to change in business or change in legal
requirements, cost to be adjusted to reflect increase in SHMC costs to provide Services (if any)
  
 Out-of-
 Pocket Costs

 
 Travel and other expenses and third party fees charged-through at
cost



  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 5.       Property tax

 

a.       Personal property tax filings

 

b.       Real estate tax filings; landlord reimbursements

 

c.       Accrual estimates

 

d.       Monthly summary of tax bills paid along with recommended changes in
current monthly estimate of tax liability per location
  
 e.       Appeals and audit defense, where appropriate
  

6.       Business license filings; gross receipts tax filings and accrual
estimates
  

7.       Annual report/franchise tax filings

 

8.       Foreign tax (Puerto Rico, Guam)

 

a.       Work with SHO outside tax advisors in preparing necessary tax
returns, estimated tax filings and extension filings (e.g., income, property, gross receipts) and facilitating payment of tax
  

b.       Work with SHO outside tax advisors, when appropriate, to prepare
supporting tax workpapers and accounting method changes and tax elections
  
 c.       SHO will engage a third party tax advisor to prepare its Guam and Puerto Rico tax filings and estimated tax filings; to provide any necessary audit defense; and
to provide any other foreign tax services that may be required.
  

“As-Needed” Tax Services
  

1.       Audit support (other than for property tax as provided
above)
  

2.       Preparation of accounting method changes

 

3.       $10,000 cash receipts reporting (when necessary; based on information
provided by business)
  

4.       Federal excise tax return (if applicable)

 

5.       Maintain tax tables in POS system (if new POS system
implemented)
  

6.       Transition tax functions from SHMC to SHO
	 	
			
	Audit	 	 As requested by SHO and as agreed to with Internal Audit management, Field Audit services will be provided at a rate of $480/day which
includes travel expenses.
  
 IT general computing controls testing the IT
Audit team to support SOX compliance.
	 	 $480/day
  

 
 No charge

			
	Procurement	 	 1.       Provide SHO with sourcing, negotiation, contracts handling, supplier management and
advisory services for procurement (of appropriate dollar value) for capital and expense equipment, materials, supplies and services, as requested by SHO. Procurement Services include competitive sourcing and bidding processes and tools to assist SHO
in obtaining the best total cost. Additional Services requested will be scoped, costed and passed to SHO at additional cost when identified and agreed to in writing by the Parties.
	 	$296,000 per year plus all third party contractor costs, some of which are set forth in this section below.


  

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	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 2.       Purchase Order handling and processing of requests
entered by SHO or SHMC within the Peoplesoft system, Purchase Order Writing System, Enterprise Contract Management and/or when available Ariba system. Included is the Schwarz Supplies order entry and IMA tool for consumables supplies ordering for
the term of its deployment and use of the DocuSign system to electronically execute agreements. (In the event that rights must be secured, they will be scoped, determined and shared with SHO for approval to acquire and pass all costs involved).
DocuSign use by SHO is limited to the number of envelopes remaining after the Effective Date from the 1500 envelopes purchased by the Sears Hometown Stores business prior to the Effective Date. SHMC will also perform resolution assistance with
suppliers related to purchases or payables matters, when requested. If SHMC must perform additional Services to re-configure or revise SHMC (owned or licensed) systems SHO will be charged at cost for any and all Services required to make these
accommodations (including IT efforts).
  
 3.       Use of SHMC agreements (if permitted in the respective agreements) for (non-merchandise) goods and services. If rights from third party contractors need to be
secured, they will be scoped, evaluated, costed and passed to SHO for approval. Any costs associated with acquiring rights will be passed to SHO at cost. Travel Services – provide access to the Concur travel system and American Express travel
services along with all preferred pricing for airfare, hotels and car rentals that may be made available to SHO employees. Use of FBU Procurement credit cards and Travel credit cards to be made available to all current SHO employees (if provider
banks agree and such use is not in conflict with governance and policy). New employees to SHO can be added to the travel card program with the prior written approval of SHO. SHMC will provide quarterly reporting of travel expenses from
Concur.
	 	Hourly rate for special projects and additional procurement Services not set forth in this Agreement: $62.00 per hour
		 		 	Travel Services:
			
		 	 4.       Associate Lease Vehicle program – Vehicle leasing through SHMC’s lease
company provider, lease vehicle maintenance programs and fuel buy programs (if not in conflict with governance and policy) for all SHO employees in the program as of the Effective Date. SHO may allow additional SHO employees to participate in the
program, upon SHMC receipt of SHO approval of the respective employees. Any additional effort involved and changes to administration or processing required by SHO may trigger additional cost effort which will be identified, agreed and passed to SHO
at cost.
	 	 Third party contractor cost for each transaction (i.e. time and expense report processed), which as of the Effective Date is $2.35 per
transaction.



  

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	 Service or Business Area
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	 	 Fees

		 	 5.       Temporary labor Services handling and
processing.
  

6.       Other Assistance – Such other procurement Services as is
requested and defined by SHO, which will be scoped, costed and agreed upon by the Parties prior to proceeding.
	 	Travel Services (American Express), which as of the Effective Date is $62,500 per year;
			
	Risk Management & Insurance	 	 Risk Management and Insurance:
  

1.       Data Extraction and Tracking and Administration of:

 

•       Workmen’s Comp

 

•       Auto Insurance

 

•       General Liability

 

•       Property Insurance

 

•       D&O Insurance

 

2.       Claims review

 

3.       Consultation in connection with the purchase of insurance

 

4.       Maintain insurance claims records and provide access to tools for
viewing this information, for the following types of insurance:
  
 •       General Liability
  

•       Workers’ Compensation

 

•       Auto Liability

 

•       Property Insurance

 

•       D&O Insurance
	 	 1. $100/hr. if SHO cannot get information direct from third-party contractor (e.g.,
Sedgwick, Liberty)
  

2. $75/hr.
  

3. $150/hr.
  

4. $100/hr. if SHO cannot get information direct from third-party contractor (e.g., Sedgwick,
Liberty)

			
	Treasury	 	 1. Cash Management Services:
  

Cash Management services, including but not limited to, establish banking structure, opening and maintaining new and existing bank accounts, daily
consolidation of funds, calculation of daily cash position, movement of funds as necessary, reconciliation of accounts and maintenance of balances, development of funding forecasts and future cash needs, support for banking and armored car services
for the Outlet Stores and company operated Hometown stores, administration of users access to Treasury website and banking software, ordering deposit slips and stamps from service providers, approving armored car purchase orders
	 	 Monthly Fees
  

1238 stores

	 	 	$7,169
	 	 	Note: In the event the store count doubles (2476 stores), the projected monthly fees are $10,744
			
		 	2.Credit Facility Administration	 	$3,403


  

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	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	Advise on credit facility structure implementation or renewals and obtain lenders. Execute borrowings, provide monthly bank reporting and validate facility compliance and
fees.	 	Note: In the event the store count doubles (2476 stores), the projected monthly fees are $3,403
		 	Total	 	$10,572
	 	 	Note: In the event the store count doubles (2476 stores), the projected monthly fees are $14,147
			
	ONLINE SERVICES	 		 	
			
	Online Business Unit	 	 SHMC will assign a Senior Account Management Executive to be the primary point of contact for SHO and provide the following:

 

•       Work directly with SHO to plan/support/prioritize new initiatives
and business requirements
  

•       Provides escalation support for day to day
activities
	 	 No cost to SHO provided the annual spend with Online is greater than $3M.
 (refer to Exhibit 1 for details regarding pricing structure for SearsOutlet.com account support.)

			
	E-Mail Support	 	 SHMC will continue to provide for support for distributing promotional and trigger e-mails

 

1.      Promotional E-Mails (Non-SYWR)

 

a.       SHMC will continue to provide Sears.com standard promotional e-mails
to SHO customers including specific business line/category promotional offers
  
 •       E-mails will continue to be distributed to SHO customers at SHO’s discretion

 

•       SHO will be provided the opportunity to opt-out of the e-mail
distribution (or to alter creative at SHOs expense per the rate card documented in the SYWR agreement) when an offer/e-mail is not in the best interest of SHO
  

b.       SHMC will provide SHO with promotional space in Sears.com e-mails in
both the hero banner and/or promotional “slices”
  
 c.       SHMC will continue to provide support for the following promotional e-mails:
  

•       SearsOutlet.com Deal of the Day E-Mail
	 	 Sears.com standard promotional e-mails will continue to be provided to SHO customers at no cost to SHO

 
 Rates for promotional banner placement within sears.com promotional e-mails charged
per the SYWR Service Agreement
  
 SearsOutlet.com Deal of the Day e-mail
will continue to be provided to SHO at the rate of $3.50 CPM



  

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	 	 Fees

			
		 	 2.      Trigger emails

 

a.       SHMC will continue to provide support for the following trigger
e-mails:
  

•       Shopping Cart abandonment e-mails on SearsOutlet.com

 

•       Post Order e-mails on SearsOutlet.com

 

•       Shopper Recap E-Mails generated via DBC

 

•       Digital receipt e-mail

 

•       Post order emails for in store purchases (e.g. thank you for your
purchase)
	 	 Trigger e-mails will continue to be provided to SHO customers at the rate of $3.50 CPM

All rates for other e-mail related services will be set forth in the SYWR Service Agreement

			
	Sears.com Banner Ads	 	Placement of promotional banner advertisements on sears.com home page and category pages	 	Rates will be provided based on inventory availability at the time of request, based on the 2012 Display Ad Rate card provided in Exhibit 1.
			
	Fraud Solutions	 		 	All prices/rates are performed by a 3rd party contractor. Current price is noted below:
			
		 	 1.      RSA – Retail Services Agreement*

 
 Store Pick-Up Order is picked up by another person. Customer has
the online capability of having a 3rd party pick up their
order at a store.
  
 * unable to determine if expenses
were incurred for these services
	 	RSA: $1.00 per order
			
		 	 2.      RED (Retail Decisions) – is a service provider that
reviews every order via systemic rules
  
 Review
potential fraud orders for outlet
  

•       Hometown – $612 in RED costs; 24,480 orders in
2011
  

•       Outlet – $1,575 in RED costs; 63,000 orders in
2011
  

•       Hardware – $578 in RED costs; 23,139 orders in
2011
	 	RED: $0.025 per transaction
			
		 	 3.      Fraud outsorts – triggered by RED rules and the
orders are reviewed by OBU’s fraud team in Tempe, AZ.
  
 Fraud outsort cost applies only to outsorted orders (about 3.6% of orders on average)
  

•       Hometown – $6,372 in fraud/outsort costs; 24,480 orders in
2011
  

•       Outlet – $16,398 in fraud/outsort costs; 63,000 orders in
2011
  

•       Hardware – $6,023 in fraud/outsort costs; 23,139 orders in
2011
	 	Fraud / outsorts: $7.23 per order


  

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	 Service or Business Area
	 	 Services
	 	 Fees

	Sears.com Functionality	 	 1.      Store-to-Home (S2H) Web Order Fulfillment

 

a.       SHMC will provide SHO ability to enter customer orders on in-store
kiosks, point of sale systems and Facebook ecommerce pages to be fulfilled using existing S2H functionality and business rules.
  

b.       SHMC will recognize the sale and assume responsibility for order
fulfillment.
  

c.       SHMC will pay SHO SPRS margin for all Sears.com S2H orders originated
in Sears Hometown Stores, Sears Appliance & Hardware, and Sears Appliance Showroom formats, excluding those products sold via Sears.com Marketplace.
  

d.       SHMC will pay SHO a 30% commission on all Sears.com S2H orders
originated in the Sears Outlet format stores excluding those products sold via Sears.com marketplace.
  

e.       SHMC will pay SHO a 13% commission on all S2H home orders fulfilled
via marketplace
  

f.        SHO will pay SHMC for 3% commission for S2H orders that
originated on Sears.com.
  

g.       SHO will pay SHMC a 3% commission on hybrid delivery
sales.
  

2.      Web-To-Store (W2S) Fusion Sales Functionality

 

a.       SHMC will continue to display SHO store locations on Sears.com as
pickup points for orders placed online for in-store pick-ups
  
 b.       Revenue and associated margin will transfer to SHO and SHO will be responsible for order fulfillment

 

c.       SHO will pay SHMC for 3% commission for W2S orders that originated on
Sears.com.
  

e.       SHO will reimburse SHMC for any hybrid delivery that originated on
sears.com.
  

3.      Store Locator

 

a.       SHMC will maintain all SHO store locations on the Sears.com store
locator functionality
  

4.      SHMC Web Property Integration
	 	No cost to SHO


  

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	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 a.       SHMC will provide current linkage to all SHO
websites allowing customers to navigate from sears.com to SHO websites through existing display banner/ribbon in sears.com header
  

b.       SHMC will maintain functionality for single sign-on and shared
customer profile database
  

5.       SHMC will continue to provide existing support/functionality via all
mobile (phone or tablet) websites or applications.
	 	
			
	SearsOutlet.com Functionality and Support	 	 SHMC will continue to provide the following design, development, project management, QA and system/functionality support services for
SearsOutlet.com:
  

1.       Full development and engineering resource support as outlined in the
FY12 Sears Outlet: Retainer Services Agreement (included as Exhibit 1).
  
 2.       Full order and post-order management support via OMS including financial reporting (via a daily tranfile) that is generated by OMS and fed into SHMC core
financial systems.
  

3.       Full online customer profile support accessed via CAS

 

4.       Full support of existing “Single Sign-on” functionality and
related databases which allows customers to migrate freely between existing SHMC websites
  

5.       Provide product data and related content from SPIN (Sears.com content
management system) as well as existing access rights to SPIN for SHO employees
  
 6.       Support existing employee discount functionality in online shopping cart/checkout

 

7.       Provide product and customer review information and content currently
managed by ViewPoints (3rd party provider). Support should
continue at current levels if provider changes or SHMC develops proprietary/internal customer/product review functionality.
  

8.       Provide full support credit card authorization, fraud checks, and tax
calculation
  

9.       Continue to support (a) integration with critical SHMC system
infrastructure and (b) access to all production databases housing critical online inventory, fulfillment, and order information including (but not limited to):
	 	 See Exhibit 1 for FY12 fee structure as outlined in the FY12 Sears Outlet: Retainer Services Agreement

 
 Future engineering, development, project management, & design support will be
priced at FTE hourly rates commensurate with the fee structure included in Exhibit 1.
  
 Future hosting/maintenance fees will be priced commensurate with the fee structure included in Exhibit 1.
  

Beyond January 2013, SHO and SHMC must agree in writing on the number of FTEs and hours required for all future projects.

 
 SHMC will be responsible for providing SHO with a monthly report detailing the
monthly expense, number of supporting FTEs, and hours worked on a monthly basis.



  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 •       SCIM/DOS systems for fulfilling online delivery
orders. Functionality includes scheduling deliveries, ordering installation services, and fulfilling protection agreements.
  

•       NPOS – for 991 inventory and price feed

 

•       RIM – for non-991 inventory feed

 

•       PMS – non-991 price and Vendor Direct price feed

 

•       CORE – for accessory and protection agreement details,
Hierarchy details
  

•       DOS – for details regarding zip code and MDO mapping
data
  

•       Home Services – for delivery charge price feed

 

•       RTI – for inventory/order management and non-991 shipping
items quantity feed
  

•       Ciboodle – Guest user address validation service

 

•       SHMC Customer Data Warehouse (CDW) – Promotional email feed
(CDW integrates with UNICA to validate and create email distribution lists)
  
 10.     Continue to provide hosting, production, and database support on servers located in the Sears Data Center.

 
 11.     Continue to
provide QA and testing environments as in today’s environment.
  
 12.     Continue to provide full issue escalation support via ESOC and other supporting groups/units within SHMC

 
 13.     Continue to
provide full integration with Shop Your Way Rewards platforms to allow for earning and redemption of points
  

14.     SHMC will continue to provide full integration support for all third-party
vendors:
  

•       Commission Junction – affiliate marketing network provider
Omniture
  

•       Responsys – for production/distribution of all trigger and
promotional e-mails order e-mails
  

•       UNICA – integration with CDW to generate promotional e-mail
lists
  

•       PSIGEN – support of integration to manage, store, retrieve
merchandise images station images for display on searsoutlet.com
  
 •       SCENE7 – product images (data is provided by SPIN and the S7 URL is used for displaying image on website)
	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 •       Commerce Hub – vendor direct
orders/functionality
  

•       Skava – mobile/tablet website provider for
SearsOutlet.com
  

•       Bloomreach – dyanamic onsite content creation to optimize
paid & organic search programs
  

•       Monetate – software as a service platform to enhance onsite
merchandising
  

•       Channel Intelligence – product information data feeds for
inclusion in online shopping engine sites
	 	
			
	SearsOutlet.com Online Sales Commissions	 	 If SHMC business units elect to have their products available for sale on SearsOutlet.com, a commission will be paid to SHO according
to the below rate table for the length of this agreement for all sales originating from SearsOutlet.com.
  
 This commission rate will be charged monthly based upon fusion sales reporting by SHO
  

SHO has the option, after review with SHMC Business Unit, to remove product from the Outlet website.
	 	

  

					
	 Business Unit
	  	CommissionRate	 
	 Consumer Electronics
	  	 	10	% 
	 Home Appliances
	  	 	15	% 
	 Sears/Kmart Apparel
	  	 	n/a	  
	 Home Fashions, Mattress, SKA
	  	 	15	% 
	 Lawn & Garden
	  	 	15	% 
	 Outdoor Living
	  	 	15	% 
	 Sporting Goods
	  	 	15	% 
	 Tools
	  	 	15	% 
	 Toys
	  	 	15	% 

  

					
	Vendor Direct on SearsOutlet.com	 	SHMC will provide support of online vendor direct to customer fulfillment channel on SearsOutlet.com	 	 •  Connection fee is $3,300 per month.

 
 •  Every setup / change is
$400 each
  

•  Monthly vendor fees are $25 per month, per vendor

 
 •  Transportation expenses
would be billed at calculated expense



  

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	 Service or Business Area
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	 	 Fees

		 		 	 •  Currently, this business is not in place and SHMC would need to secure staffing to support any growth this
business creates. SHO would need to reimburse SHMC.

			
	Sears.com Marketplace	 	 SHMC will provide support of SearsOutlet.com integration with Sears.com marketplace:

 

1.       SearsOutlet.com selling merchandise via Sears.com Marketplace as a
Marketplace Seller.
  

2.       SearsOutlet.com is in the process of developing the functionality to
onboard third-party vendors onto SearsOutlet.com. Engineering / development required to complete – will be funded by SHO
	 	 •  Engineering/development support required to complete integration funded by
SHO at a rate agreed upon in writing prior to the implementation of services.
  
 •  SHO does not currently leverage the marketplace platform to onboard third-party vendors

			
	Digital Business Card and Shopper Recap	 	 SHMC will continue to provide full support and access to Digital Business Card (DBC) and Shopper Recap e-mail functionality

 

1.       SHMC will continue provide maintenance/support of DBC/Shopper Recap
functionality as needed
  

2.       SHMC will continue to provide supporting analytics and reporting for
DBC/Shopper Recap performance
  

3.       SHMC will reimburse SHO for all DBC purchases made on Sears.com
originated by SHO in accordance with the Sears.com Store-to-Home rate structure provided above.
  

4.       SHO will pay a 30% commission to SHMC for all DBC purchases made on
Sears.com
	 	 No cost to SHO for use of Digital Business Card
  

E-Mail rates commensurate with those outlined previously in this schedule of services



  

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	 Service or Business Area
	 	 Services
	 	 Fees

	TEC Recommendations	 	 Continue to provide personalization and product recommendations across multiple channels including Shopper Recap e-mails, Abandoned Cart
e-mails, Digital receipt and future integration to SearsOutlet.com.
  
 •      Currently TEC is only providing recommendations through email to SHO customers. TEC is not providing recommendations on SHO websites. This could change in the
future, which SHO would incur the costs.
	 	 •      2% of sales attributed to the TEC Campaign Management
System
  

•      Email sends will be billed at email rates.

 

•      Any future integration work to add TEC to SearsOutlet.com to be paid
for by SHO

			
	3RD Party Support & Integration	 	 1.       SHMC will continue to provide support/functionality
via the following third-party service providers:
  
 •      YEXT – All SHO locations will be included within the facilities feed updates to aggregators who publish store listings within their network of online search
directories. This is an annual update which includes the Name, Address, Phone, and URL for each location. A content worksheet will be sent separately that will populate store description, hours of operation, and photos

 

•      Omniture Site Catalyst (Adobe) – full website site analytics
platform
  

•      Bright Tag – onsite pixel management technology

 

•      Akamai – content delivery network

 
	 	No charge to SHO
	SHOP Sears Service	 	 SHMC will continue to provide full support of SHOP Sears functionality including any necessary maintenance/changes to supporting systems
or hardware.
  
	 	No charges to SHO
	Community Support & Integration	 	SHMC will continue to provide support for SHOs full integration with ManageMyHome and SearsCommunity platforms.	 	No charges to SHO
	  
 MARKETING SERVICES
	 		 	
	  
 Marketing
	 	  
 Print placement and analytics.

 
 Currently provided through NSA/Alliance media and Valassis, SHMC will continue to
provide ongoing support for the following functions: Vendor management including contract negotiations, coordinating placement and quantities, development, implementation and communication of run sheets with newspapers and printers, cost
estimations, distribution analytics and recommendations, invoice reconciliation, development of new store profiles, and conflict resolution for non performance between media vendors and SHO.
	 	  
  

HTS=$592,764 per year
 AHS=$56,448 per
year
 HAS=$0
 OUT =$0

 
 *   If SHMC changes to
another vendor for these Services, then fees may be either directly billed to SHO or billed by SHMC to SHO.

		 		 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	Fees and expenses will be billed by SHMC directly to SHO. Fees are for 2012 and are estimated based on planned volume.	 	
		 	  
 Other media placement and analytics.

 
 Currently provided primarily through MPG and Digitas, SHMC will continue to provide
ongoing support for MPG and Digitas.
	 	  
 No charge by SHMC*

MPG & Digitas
 HTS=$0

AHS=$0
 HAS=$0

OUT =$0
  

*   If SHMC changes to another vendor for these Services, then fees may be either directly billed
to SHO or billed by SHMC to SHO.

		 	  
 Point of Purchase (“POP”) and Offset Signing
Procurement:
  

•      Planned Offset Signing & POP Elements: SHMC will provide
visibility to storewide offset signing and POP elements, to the extent applicable to SHO. SHMC will provide advance notice of pricing inclusive of shipping to FastPak, creative proofs, and specifications. SHO may purchase these items at
cost.
  

•      SHO exclusive signing projects: SHMC will assist SHO in the competitive
bidding process for signing projects exclusive to SHO.
	 	  

•      Total = 50K Annually

 

•      Ad-Hoc support and/or unique support requested by SHO will be provided
by SHMC at a cost of $45/hr.
  
 Plus Procurement
Support

		 	  
 Print vendor management: SHMC will continue to
coordinate execution of printed materials for the SHO preprint program, including execution from the receipt of completed files to the delivery to each newspaper vendor including freight/freight execution, and quality control to established SHMC
standards, including a review of final Epson proofs prior to printing.
	 	  
  
 $82,500 per year
  
 Plus
Procurement Support

		 	  
 Financial Reconciliation for preprint program.
Provide estimated and actual costs to execute each marketing event on a job by job basis.
	 	  
 Included above

		 	  
 3rd party and internally available marketing
analytics.
  

Provide SHO with regular reporting, access to systems or fulfillment of ad hoc requests for marketing related data including, but not limited to, internal
and external CSAT data on a weekly basis, market share data on a quarterly basis and ad tracking reports. Reporting will include SHO specific reporting as agreed upon in writing by the Parties.
	 	  
 CSAT (CLASS) $135,000 per year for SHO

 
 Other market share reports have no incremental cost for SHO

		 	  
 POS offer execution. This includes creation and
execution of barcodes, offers at POS (on receipt), and any updates to marketing functionality (e.g. offers based on market basket).
	 	  
 No incremental cost for SHO



  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	Need further details on all services provided under this category and the requirements needed from SHO (with lead times) in order to perform/execute these POS
activities.	 	
		 	  
 APT (Applied Predictive Technologies) Test and Learn
Tool (service provided by APT) – Access to APT Test and Learn Tool with all HTS data.
  
 SHMC to bill SHO directly for all services provided by APT
	 	  
 $30,000 per year

		 	  
 Access and Maintenance of Systems:

 
 SHMC will continue to maintain functionality and provide SHO access to dependent
marketing systems. If SHMC modifies or replaces existing SHO dependent systems, then SHMC must provide notice in writing 180 days prior.
  

Note: PMI and AdPlan are replaced by IMPACT
  

These systems include:
	 	  
 System Support-(price support/training/coaching/holiday
support/problem resolution)—$88K annually. If SHO desires its own dedicated line for support, it will cost more


  

			
	 System
	  	 Function

	PMI	  	Legacy Pricing System
		
	RES/ Sign Riter	  	Item level signage
		
	Deal Management	  	Supports creating and maintenance of Sears coupons and barcodes
		
	Aprimo	  	Soft-proofing system for reviewing, annotating and approving pages. Creation of activities in Aprimo supports future pricing out of IMPACT and accounting.
		
	Deal Management	  	Supports creating and maintenance of Sears coupons and barcodes
		
	Digital Asset Management (DAM)	  	Photography, logos and finished pages library
		
	MARS	  	Accounting
		
	IMPACT	  	Marketing Planning/Production /Financial Management tool
		
	Ad Plan	  	Pricing information

  

					
		 	Access to Digital Asset Management (DAM), FTP sites or any system which may host images. SHO will have access and rights to use all product level images and branding
images/treatments. The same access will be made available for franchisees of SHO.	 	$12,000 annually for self-serve access.
		 	  
 Access to Aprimo soft proofing functions in IMPACT.
SHO will continue to use IMPACT as a soft proofing system until the point where IMPACT interfaces with all internal & external vendors. SHO needs will be supported by enhancements to IMPACT, however until IMPACT can fully support the needs
of SHO access will be provided to all legacy systems including PMI and AdPlan.
	 	On-going access to all IMPACT related systems—$1.33 million (5% of total assessed IT costs for base and support based on 2012 costs)


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Local Ad
  

Online digital circular
	 	$170,000 per year
	  
 LOSS PREVENTION

 
 General Inventory Safety
	 	  
 Provide inventory Services for SHO including but not limited
to:
  
 Initial physical inventory
scheduling
  
 Consecutive rescheduling requests will be
handled at a rate of $62/hour
  
 Inventory service
provider management
  
 Physical inventory process
management (data feeds to/from vendor/store/corp/)
  

Point of contact for inventory related questions, rescheduling requests, concerns

 
 Disaster related inventory assistance
	 	  
 $ 35,000 /year

		 	  
 Provide Technology, Merchandise Protection & Physical
Security Management including but not limited to:
  

Update of merchandise protection standards for various store formats

 
 Planning, management and deployment assistance of third party
contractor guard coverage as needed (limited to third party contractors retained by SHMC)
  
 Manage third party contractors for repairs, upgrades as needed
  

Manage burglar alarm & fire alarm systems (“BA/FA”) maintenance agreement and facilitate needed repairs

 
 Manage electronic article surveillance (“EAS”) systems
maintenance and facilitate needed repairs
  

Administration and processing services for payment of SHMC Loss Prevention business unit related invoices

 
 Provide Close Circuit TV consultation & solutions for new
store construction, existing site improvements/retrofits ($55/hour rate)
	 	  
 $ 35,000 /year

		 	  
 Provide Crisis & Emergency Management
Services
  
 Weather monitoring and notification
Services
  
 Crisis response and planning
Services
  
 Risk assessment models

 
 Mitigation strategies

 
 Consultative services as needed ($65/hr)

 
 Manage public sector partnerships (FEMA/Department of Homeland
Security)
  
 Critical incident reporting and management
system
	 	  
 $ 30,000 /year



  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 General Safety Management
  

Access to safety & health manuals, training and procedures

 
 Access to hazmat shipping manual, training, and
procedures
  
 Regulatory agency (OSHA, Fire Department,
and Department Of Transportation (“DOT”)) issue management
  
 Core safety processes development and management
  

•        Accident prevention plan,

 

•        Safety team,

 

•        Safety inspection

 
 Identification and management of personal protective equipment
and safety supply lists
  
 Accident reporting and
investigation training programs
  

•        Return to work

 

•        Customer handling processes

 
 Food safety training for storage, transportation, and recall
handling.
  
 Manage pest control service contract and
inspections
  
 Administration and management of awareness
program and material
  
 Management of hazardous
materials
  

•        Identification

 

•        Storage and handling Classification
	 	$ 65,000 /year
		 	  
 Critical Safety Management ($62/hour per SHMC employee as
needed for Services, third party contractor resources at actual contractor fees plus expenses). SHMC will determine, in its discretion, when a SHMC or third party contractor resource is used.

 
 Critical accident management (amputations, fatalities,
etc.)
  

•        Communication

 

•        Investigations

 

•        Management and guidance

 
 Critical Health Management

 

•        Bed bugs

 

•        TB, other infectious diseases

 
 Regulatory Agency Activity Management

 

•        Citation review

 

•        Investigations

 
 Informal conference, negotiation and settlement
	 	  
 $ T&M —  



  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Ongoing Safety Expenses by SHO businesses: ($62/hour per SHMC employee as needed for Services, third party contractor resources at
actual contractor fees plus expenses). SHMC will determine, in its discretion, when a SHMC or third party contractor resource is used.
  

Personal protective equipment procurement (gloves, apron, eyeglasses, shoes, etc.)

 
 Associate Employee training

 
 Equipment repair (compactor, motorized material handling
equipment (“MMHE”), ladders, etc.)
  
 Safety
Equipment Purchase (ladders, MMHE. etc)
  
 OSHA
settlement payments
  
 Fire department citation
payments
  
 DOT settlement payments

 
 Hazmat permits and license fees

 
 Miscellaneous safety purchases, fees, equipment, etc.

 
 Annual fire and extinguisher inspections
	 	$ T&M —  
		 	  
 Provide Loss Mitigation and Resolution Services to SHO
including but not limited to:
  
 Awareness program
and training material to mitigate exposure to losses (limited to SHMC program material, may require third party contractor resources at actual contractor fees plus expenses)

 
 Cycle shrink reporting (additional analysis and research will be
at $62 hour rate)
  
 Civil demand & restitution
collection management.
  
 Provide chain loss prevention
support for investigative purposes (Detail Control Center (“DCC”) support for research, analytics, case resolution)
  

Investigative system usage:
  

•        Aspect usage

 

•        Lexis, phone trace, etc

 

•        Hierarchy updates for Wazagua and Aspect

 
 Background / social network investigations ($62/hour
rate)
  
 Business / owner investigations ($62/hour
rate)
  
 Theft investigation management to resolve and
apprehend dishonest customers and employees ($62/hour rate)
	 	  
 $ 50,000 /year

		 	  
 Provide Loss Prevention (“LP”) Database
Administration and LP System Support Services to SHO including but not limited to:
  
 Case/incident management
  
 Refund management support
  
 Content management for LP related materials
	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Management of LP audit solution
  

Fraud mitigation & investigation of SHMC supported e-commerce and payment systems

 
 Reporting and application environments for LP related
content
  
 New applications or system enhancement will be
at $71/hour rate
	 	$ 30,000 /year
	 	Total LP Services	 	$245,000 /year
	  
 STORE LEVEL LABOR PLANNING AND STAFFING SUPPORT

 
 Outlet and Hardware

stores formats

(non-franchised)
	 	  
 Basic Support Services

 
 1.      Annual
Labor hours/dollars plans developed by a Store staffing unit and Store location
  
 a.       Annual plan by month by staffing unit and by Store
  

b.       Plans based on sales and relevant planning assumptions provided by
SHO
  

c.       Plans delivered by SHMC within 20 business days of receipt of final
sales and assumptions provided by SHO
  
 2.      Monthly plan hours/dollars reporting
  

a.       Excel file – current state plan provided to SHO business
leaders
  

3.      Weekly labor utilization/expense reporting

 

a.       Excel file provided to SHO business leaders

 

b.       Information provided by store and staffing unit within
store
  

4.      Weekly Employee Overtime reporting

 

a.       Excel file provided to business leaders

 
 5.      At the
point when SHMC no longer actively maintains the HR management system for SHO, which contains all up-to-date employee information needed by SHMC to perform the store level labor planning and staffing support Services, SHO will be responsible for
either arranging and paying for the necessary consents to permit SHMC to access SHO’s HR management system, or timely providing the necessary employee data as requested by SHMC.

 
 Franchised locations are excluded from the Services
above.
  
 Post-Annual event Re-Plan

 
 6.      Store
labor plan development for Store locations added during the plan year
  
 a.       Plans delivered by SHMC within 10 business days of receipt of final sales and assumptions

 

b.       On a per-request basis
	 	  
  
 Service Level Increases
  
 If SHO requires a change in basic support services and/or frequency of services beyond what is outlined in the Agreement, costs may be adjusted to reflect increase in costs to provide services (if any).
All requests for additional services or change in frequency must be provided in writing and cost for such services must be mutually agreed upon by both parties before a change in services will be instituted.



  

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	 	 Services
	 	 Fees

		 	 “As Requested” Services
  

7.      Additional services as mutually agreed upon in writing by the Parties. Each
additional service priced individually based on mutually agreed-upon scope of work and requested delivery time
	 	
	  
 EMPLOYEE COMMISSION ADMINISTRATION SUPPORT
SERVICES
	 	  
 Basic Support services – all SHO Store location types
as of the Effective Date
  

1.      Maintain record of current store population by store type for proper
commission compensation
  

a.       Franchised, non-franchised, Hometown, Outlet, Hardware, Home
Appliance Showroom
  

b.       Store location moves to/from franchised status require 4 business
days lead time*
	 	  
 If SHO requires a change in basic support services
and/or frequency of services beyond what is outlined in the Agreement, costs may be adjusted to reflect increase in costs to provide services (if any). All requests for additional services or change in frequency must be provided in writing and cost
for such services must be mutually agreed upon by both parties before a change in services will be instituted.

	  
 Franchised and non-franchised
locations
	 	  
 Basic Support services – non-franchised
locations
  

2.      Maintain record of employee compensation plans in place by format, location
and scheduling unit
  

a.       Moves between compensation plans require 4 business day lead
time*
  

3.      Provide commission rate reporting in excel file format (or other format
agreed upon by the Parties) – for SHO use in communicating to selling employees (updated when rates changed)
  

4.      Based on business decisions communicated by SHO, set up commission rates /
fixed dollar amounts by product category and/or line, by store location
	 
		 	  

a.       As of the Effective Date, non-franchise Hometown format store
commission rates currently follow the Sears Full Line Stores structure for Home Appliances.
  

b.       Commission Administration support team is not responsible for
developing new commission rate/fixed dollar amount values
  
 5.      Provide bi-monthly commission expense tracking (excel file format (or other format agreed upon by the Parties))

 

6.      Research / respond to commission help ticket issues/questions

 
 Basic Support services – franchised locations

 

7.      Commission rate set up and maintenance (for SADI system)

 
 New/changed rates require 2 business day lead time*

 
 “As Requested” Services

 

8.      Additional services as mutually agreed upon in writing by the Parties. Each
additional service priced individually based on mutually agreed-upon scope of work and requested delivery time
	 	 Out-of-
 Pocket Costs
  
 Travel expenses and third party fees charged-through at cost



  

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	 Service or Business Area
	 	 Services
	 	 Fees

	Retail Services	 		 	
			
	New Store Opening/PMM Support	 	As needed, SHO may require SHMC/PMM support to open new store locations. These services will be provided on an as needed basis and will include all responsibilities as
documented below.	 	 $2,566 per week
  

Agreed upon cost is all inclusive and reflects labor + travel.

				
		 	SYSTEMS:	 		 	
				
		 	 DSL or Satellite installation (permanent power required in building)
	 	Coordinated by HAS SHO team	 	
				
		 	 Connect 16 port Ethernet hub
	 	Assigned PMM Support	 	
				
		 	 Build Dell workstation
	 	Assigned PMM Support	 	
				
		 	 Install and program Lexmark printer
	 	Assigned PMM Support	 	
				
		 	 Build Human Resources computer
	 	Assigned PMM Support	 	
				
		 	 Program registers
	 	Assigned PMM Support	 	
				
		 	 IBM installers will assist with build/programming of computers, printers and registers
	 	SHO – Store Mgr or District Mgr	 	
				
	  	 	FIXTURES:	 	  	 	  
				
		 	 Verify you have the latest floor plan version
	 	Assigned PMM Support	 	
				
		 	 Track fixture orders from all vendors
	 	Assigned PMM Support	 	
				
		 	 All damages must be reported at receipt of fixtures. Possible hidden damage should be noted on bill of lading.
	 	Assigned PMM Support	 	
				
		 	MERCHANDISING:	 		 	
				
		 	 Lead/supervise day to day activities of 4-8 general laborers completing tasks on workflow supplied by SHMC.
	 	Assigned PMM Support	 	
				
		 	 Print and position current Plan-O-Grams
	 	SHO – Store Mgr or District Mgr	 	
				
		 	 Verify all merchandise orders have been placed through replenishment
	 	HAS – Inventory Team	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Coordinate shipment of merchandise with RRC/DDC contacts. Ask for release of code 6 and break packs as coded for new stores. Have regular shipments
begin the following week.
	 	Assigned PMM Support	 	
				
		 	 All damages must be reported to the appropriate RRC/DDC within 48 hours
	 	Assigned PMM Support	 	
				
		 	 Unload, unbox and deluxe all appliances for display on sales floor
	 	Assigned PMM Support	 	
				
		 	 Position all merchandise according to plan-o-grams / floor plan
	 	Assigned PMM Support	 	
				
		 	 Supply power to appliances where applicable for display purposes- (coordinate with Construction PM)
	 	Assigned PMM Support	 	
				
		 	 Item number should be written on back of all appliances with permanent marker.
	 	Assigned PMM Support	 	
		 	  
 SIGNING

 
	 		 	
		 	 Track new store signing package for delivery to store
	 	SHO – Store Mgr OR District Mgr	 	
				
		 	 Apply all sign holders per HAS Presentation Guide
	 	Assigned PMM Support	 	
				
		 	 Print basic and promotional SignRiter price signs
	 	SHO – Store Mgr OR District Mgr	 	
				
		 	 Hang Sears HAS and promotional overhead signing packages
	 	Assigned PMM Support	 	
				
		 	 Apply basic and promotional SignRiter price signs
	 	Assigned PMM Support	 	
		 	  
 GENERAL

 
	 		 	
		 	 Install selling solution station computers
	 	Assigned PMM Support	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 Computer require separate high speed service – (coordinate with Construction PM and SHMC Telecom)
	 	SHO – Store Mgr OR District Mgr	 	
				
		 	 Three phones lines required one with rollover capability, the other for fax – (coordinate with Construction PM)
	 	SHO – Store Mgr OR District Mgr	 	
				
		 	 Floors should be waxed prior the fixture assembly and touched up after merchandising complete. (Coordinate with Construction PM)
	 	SHO – Store Mgr OR District Mgr	 	
				
		 	 Arrange for dumpster to accommodate cardboard from initial trucks. Approx.200 appliance boxes. – (Coordinate with Construction PM) – Someone
needs to contact landlord so that the dumpsters arrive in a timely manner. Contract usually calls for (3) 40 yd dumpsters to be provided
	 	SHO – Store Mgr OR District Mgr	 	
	  
 Utility Management
	 	  
 ECOVA’s services include:

 

•      Bill consolidation and payment services for each facility

 

•      Utility rate monitoring and optimization

 

•      Financial reporting including accruals

 
 •      13
Month Rolling Budget Development including a detailed site level budget for Electric, Gas, Water, and Sewer services
  

•      Energy procurement services
	 	  
 $158,000

	  
 In-Store Music
	 	  
 As allowed under applicable agreements, SHMC will
continue to provide in-store music services for all locations requested by SHO.
	 	  
 SHO will be charged the lower of the following rates:

 

•      Current annual charge per unit prior to separation

 

•      Any renegotiated rate with in-store music
providers



  

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	 Service or Business Area
	 	 Services
	 	 Fees

	  
 FACILITIES
	 	  
 SHMC agrees to provide the following services to
SHO:
  

•      On an as needed basis, SHMC will provide SHO with general facilities
maintenance and support including but not limited to the following:
  
 •      HVAC Maintenance (Heating/Cooling Start-Up)
  

•      Exhaust Fan Inspections/HVAC Air Distribution & Transfer Unit
Maintenance
  

•      Roof Repairs

 

•      Fire Protection/Alarm System Repairs/Maintenance

 

•      Compactors & Bailer Repairs/Maintenance

 

•      Energy Management – Service & Repairs

 
 •      On
an as needed basis SHMC will provide major maintenance and construction services to SHO. The rate(s) for required services will be negotiated on an as needed basis and will require prior approval from both parties. These services include but are not
limited to the following:
  

•      Project manager and/or Project Coordinator support for (SHO) build out
or Landlord (LL) build out of Outlet location.
  
 •      Project manager and/or Project Coordinator support for (SHO) build out or LL build out of Home Appliance Store location.

 

•      Provide space and equipment for generation of Architectural and Design
elements necessary for (SHO) construction projects.
  
 •      Provide Architectural and Design assistance to consultants employed by (SHO). (Does not include production of or stamping of A&E documents.)
	 	  
 All maintenance & repairs will be billed to SHO at the agreed
upon rate of $40/hr. This rate shall not increase by more than 5% annually and cannot be adjusted without prior written approval from both parties.

	  
 COMPLIANCE
	 		 	
	  
 Environmental
	 	  
 SHMC will continue to provide SHO services and support for
Environmental Affairs at a rate of $25,000 Annually plus the direct cost for any necessary 3rd party services required to address and resolve Environmental Issues attributed to SHO.
  

1.      Asbestos Management , Lead Paint, Indoor Air Quality and Mold
Assistance
  

2.      Environmental permitting/registration preparation and management (e.g.
hazardous materials, wastewater and hazardous waste),
	 	  
 $25,000 Annually plus the direct cost for any 3rd party services required.

Additional support for Environmental Services may be available at the request of SHO. Each service will be priced individually based on mutually
agreed-upon scope of work and requested delivery time”



  

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	 	 Services
	 	 Fees

		 	 3.       Regulatory report preparation and
submittal,
  

4.       Review and Processing environmental permitting and reporting
fees,
  

5.       Spill response and cleanup,

 

6.       Addressing regulatory issues (such as, Notices of Violation of
Environmental Requirements),
  

7.       Coordination of hazardous and special waste removal and
disposal/recycling,
  

8.       Addressing property owner inquiries regarding environmental issues
(such as, environmental due diligence requests related to refinancing or real estate transactions),
  

9.       Work to assess and address environmental risks during store leasing
activities (such as, Phase I environmental assessments or other environmental investigations)
  

10.     Support for other environmental issues that may arise (e.g. wastewater, storm
water, hazardous waste),
  

11.     Hazardous and Special Waste Removal and Disposal/Recycling,

 

12.     Environmental Hotline and Material Safety Data Sheet Support,

 

13.     Environmental Management System Maintenance and Usage

 
 14.     Engineering
Consultant Support (when necessary to assist with complex issues),
	 	 1. Third party contractor costs.
  

2. Third party contractor costs.
  

3. Applicable regulatory fees. If no regulatory fees apply, $200 per event plus all third party contractor costs and out of pocket expenses.

 
 4. Applicable regulatory fees. If no regulatory fees apply, $200 per event plus all
third party contractor costs and out of pocket expenses
  
 5. Third party
contractor costs.
  
 6. Fixed fee of $500 per event plus all third party
contractor fees and out of pocket expenses.
  
 7. Third party contractor
costs.
  
 8. Fixed fee of $1,000 per event plus all third party contractor
fees and out of pocket expenses.
  
 9. Fixed fee of $1,200 per event plus
all third party contractor fees and out of pocket expenses.



  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 15.     Asbestos Abatement Contractors (as needed to support renovation and maintenance
activities).
	 	 10. Fixed fee of $500 per event plus all third party contractor fees and out of pocket expenses.

 
 11. Third party contractor costs.

 
 12. $2.50 per month/store

 
 13. $1.50 per month/store

 
 14. Third party contractor costs.

 
 15. Third party contractor costs.

			
	Product Safety	 	 1.       Routine notifications of stop sale/recall information for SHLD branded
product
	 	
			
		 	 SHMC uses a tiered approach to product reviews, technical advice and consultation.
	 	Tier 1
			
		 	 2.       Direction on applicable standards and regulatory issues
	 	Consultation, data review
			
		 	 3.       Review and interpret technical data and/or laboratory testing reports (including
#2)
	 	 0-5 reviews $150
 6 or more
reviews $250

			
		 	 4.       Product testing and review (including #s 2 and 3 in
this Section above)
	 	 Tier 2
  
 Product testing/review (includes contact with third party test facilities, vendors etc)
  

0-5 reviews $250
 6 or more reviews
$300



  

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	 Service or Business Area
	 	 Services
	 	 Fees

	Corporate Compliance	 	Assist SHO General Counsel in transition, development and implementation of SHO Code of Conduct, key corporate policies, and SHO Ethics Hotline and continuing support of SHO offsite
records management program.	 	$20,000 per year.
			
	Global Compliance	 	Monitor and enforce compliance by vendors and manufacturers with applicable local law, SHLD internal standards, and other SHLD social compliance requirements with respect to child
labor, wages, hours, benefits, pay, discrimination, harassment, environment, and health, and safety. To the extent SHO or its Affiliates may sell any products that are labeled or marketed under an SHLD-owned brand, SHO agrees to perform its own
factory audits for these products through a third party, at SHO’s own cost, and a program approved by SHLD, and will provide the results of those audits to SHLD.	 	No charge
			
	LOGISTICS & DISTRIBUTION	 	Services performed in accordance with the Merchandising Agreement dated                  , 2012
between SHO, Sears, Roebuck and Co., and others, including those set forth in Section 6 of the Merchandising Agreement.	 	
			
	Transportation	 	 1.       International Transportation: Ocean
Carriers
  

•        SHMC manages the shipment of goods on ocean vessel from
foreign port to US destination.
  

•        If final destination of the shipment is inland US, this
service also includes the truck or rail transportation movement and cost to deliver the goods from the US port of arrival to the Distribution Center (DC) destination.
  

•        Optimizes routing to minimize transit times and costs,
negotiate contracts with carriers, provide volume forecasts, oversee performance and timely delivery of shipments to deconsolidation centers and distribution centers.
  

•        Expedites shipments as necessary using alternate
transportation modes, carriers and routing.
	 	 Transportation Services: Freight Charges will be passed through to SHO at cost.

 
 Ad Hoc Services
 $75 per man hour
  

Transportation Overhead: SHO will be billed for Transportation Overhead based upon the percentage of total DC handling expenses (fixed and variable)
attributed to SHO.
  
 Fee Adjustments: On each anniversary of the Effective
Date of this Agreement, SHO’s fees are subject to an annual adjustment per SLS’s cost structure.



  

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	 	 Services
	 	 Fees

		 		 	 Freight Cost Allocation: SLS will allocate freight costs to SHO as follows: The total transportation cost of each shipment is allocated
to SHO based on the percentage of each SHO destination’s shipping volume to the total volume shipped in that transport.
  

Rates and costs are subject to change based on rate negotiations with SLS’s carriers’ as outlined in the carrier contracts and as warranted by
changing market conditions.

			
		 	 2.       Freight Forwarding. Services provided by
Forwarders:
  

•        SHMC serves as liaison between vendors and ocean carriers
to create booking (reservation) for goods to ship on designated vessels.
  
 •        Manages exceptions and obtain approval from SHMC for shipments outside tolerance

 

•         Freight Forwarders provide consolidation services overseas
to optimize container loading utilization.
  
 •        Forwarder verifies the shipment quantity and provides the Advance Ship Notice (ASN) to alert SHMC systems of the shipment details

 

•        Oversees performance, ensuring optimal container loading,
timely and accurate data transmissions
  
 •        Provides shipment tracking tools to SHMC users
  

•        Creates transit matrix which establishes lead time from
vendor delivery to store delivery
	 	
			
		 	 3.       Customs:

 

•        Brokerage Services: SHMC provides the services of customs
agents who file Customs entry for import merchandise shipments on behalf of SHO, following all of the applicable rules and regulations for US Customs and other Government Agencies to allow goods to enter the commerce of the United
States
	 	


  

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	 	 Services
	 	 Fees

		 	 4.       Costs incurred:

 

•        SHMC pays taxes due the US Government, including Duty,
Harbor Maintenance Fees, Merchandise Processing Fees, etc.
  
 •        SHMC pays the fees for Customs Broker services
	 	
			
		 	 5.       Other costs incurred for import shipments
reported to US Customs:
  

•        SHMC pays royalty fees for SHO to have the right to sell
goods with a brand or trademark which is owned by another company
  
 •        SHMC pays commissions due to Buying and Selling agents who have assisted with the purchase of foreign goods, usually a percent of the cost

 

•        SHMC declares classification according to the US Harmonized
Tariff Schedule for every imported item
  
 •        SHMC determines the duties owed and establishes costs that must be reported to US Customs

 

•        Oversight of Customs Broker performance: on time filing,
accuracy (including annual audit), and timely clearance
	 	
			
		 	 6.       Deconsolidation

 

•        SHMC provides processes and facilities to break down
(“deconsolidate”) large imported shipments into quantities that can be distributed efficiently to the various distribution centers that serve SHO retail locations and then ships them to those distribution facilities. At SHMC’s Third
Party Operated Flow-Through facilities, SHMC:
  
 •        Takes in ocean containers shipped from multiple countries and use the Inventory Allocations to build outbound loads to inland distribution centers,
optimizing US freight costs, acting as deconsolidation and consolidation center
  
 •        Moves full truckloads of merchandise from Deconsolidation center to distribution centers or stores

 

•        Cost includes the facility handling costs as well as
domestic transportation cost from Decon center to inland DC
  
 •        Provides direction and forecasts to ensure efficient and timely flow of goods, continuously monitor performance

 

•        Expedites shipments as necessary by prioritizing cargo,
employing alternate transportation modes, carriers and routing
	 	
			
		 	 7.       Domestic Transportation:

 

•        Inbound. SHMC transports vendor freight collect merchandise
to the various distribution centers that serve SHO retail locations. As part of this service, SHMC:
  

•        Manages all vendor freight collect to DC
transportation
  
	 	
			
		 		 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 •        Establishes vendor routing guides and
monitor compliance
  

•        Dynamically optimizes daily freight movements using the
Transportation Management System to determine the least cost flow alternative to meet the specified dates
  

•        Tracks, traces and expedites individual shipments to meet
desired specified business needs
  

•        Manages claims asserted by or against carriers, such as
cargo damage, demurrage, etc.
  

•        Manages and ensures consistent evaluation of carrier
performance
  

•        Outbound. SHMC transports goods from its distribution
centers to stores. This service includes:
  
 •        Contracting for domestic inbound/ outbound transportation through a sequential combinatorial bid process using historical lane volumes and store
clusters. Lanes awards to carriers take into account the least cost alternative that meets the service requirements
  

•        Managing flow of merchandise from DC to all SHO
locations
  

•        Managing a 24/7 operation for load planning, tracking and
tracing of home delivery from Direct Delivery Centers (“DDC”) to store and to Market Delivery Operations (“MDOs”)
  

•        Establishing store delivery schedules from DC’s to
store based on historical volumes.
	 	
			
		 	 8.       Special Services

 

•        Provided upon request at an agreed to rate
	 	
			
		 	 9.       IT System

 

•        System integration

 

•        Network security and system access
	 	
			
	Inventory Management	 	 See description of services and processes set forth in Appendix 6 of the Merchandising Agreement.
	 	$121,000 for each FTE associate dedicated 100% to serving SHO’s business.
		 	  
 New Merchandising Implementations

 

1.       Submit new unique items to Flow Path Team that require DC stocking
following established Flow Path process
	 	


  

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	 	 Services
	 	 Fees

		 	 •        Submit items before the items are entered
in IMA.
  

•        A SKU count of 5% or more will materially change
productivity service costs and storage expectations.
  
 •        SHO must provide 90 day advance notice regarding SKU additions of more than 5% over SKU count Plan.

 

•        SHO must provide volume forecast of new SKUs at time of
submittal (inbound, outbound, storage as described under forecasting requirements
  
 2.       Contact Manager of Supply Chain Operations (single point of contact) for planning assistance with new product launches seasonal sets, new or closing stores,
flow path decisions and operational issues.
  
 3.       Provide feedback via digital Load Quality Surveys
  

4.       Provide complete and proper build of online items with all necessary
artifacts
  

5.       Provide competent inventory management to drive inventory
productivity and space utilization
	 	
			
	Space Management	 	 1.       Planogram Support

 
 SHMC will provide Planogram support to the Hardware store format
at the same level as performed before Separation (not more than 525 planogram changes per year and support of not more than 500 active planograms). Prior to Separation, this planogram work has been driven by assortment changes in the Sears FLS
format, which then affect the Hardware store format. These planogram changes are first developed for Sears FLS, then will be passed over to SHO Hardware stores for review/modification, and approval before assignment to stores.

 
 A new requirement for Hardware stores is to support planogram
changes specific to Hardware stores only in the same capacity. This planogram work is independent of Sears FLS.
  

In either of the above cases, the SHO planogram team will modify planograms as necessary and provide to the SHMC team for quality
review and import to the SHMC Space Management systems.
  

SHMC will assign a incremental dedicated Space Planning person to support the Hardware format. This resource will manage the
incremental demand of the SHO driven planogram changes, guarantee responsiveness to demand, and ensure quality deliverables/service levels according to this SOW.
	 	 $38.50 per hour



  

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	 	 Services
	 	 Fees

		 	 SHMC Planogram services:
  

•        Facilitation of weekly Merchandise Transition Calendar
project meetings.
  

•        Monitoring and reporting of merchandise transition critical
milestones.
  

•        Receive/cascade Sears FLS assortment changes to the
Hardware store merchant teams for review/adjustment/additions/changes.
  
 •        Create, update, quality review planograms as necessary to support assortment decisions from by the merchants.

 

•        Provide assortment grids for approval to ensure
item/planogram/store assignments are in alignment.
  
 •        Address any rework or changes as requested by SHO.
  

•        Review planogram quality controls and import planograms to
the corporate SHC database.
  

•        Maintain the Merchandise Transition Calendar and any other
necessary systems to support the current SHMC level of service.
  
 •        Maintain/update planogram groups and store models to ensure accurate store/planogram assignment.

 

•        Post planograms to the SHMC Store Plot Planogram
system.
  

•        Generate planogram PDF and incorporate to the Days to Check
applications.
  
 Note: Planogram support is
provided for the SHO Hardware store format only. Other SHO formats are currently out of scope of this unit of services.
	 	
			
		 	 2.       Floor Plan Support

 

•        Floor planning services were not provided for any SHO
format prior to Separation. Should future Floor Planning services be desired, a new statement of work will be developed at that time.
	 	
			
		 	 3.       Transition Management

 
 The SHMC Merchandise Transition Calendar is utilized to schedule
and manage every planogram group transition in Hardware stores. Critical milestones will be monitored and reported to the SHO Hardware Transition project team each week.
	 	


  

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	 	 Services
	 	 Fees

		 	 SHMC Transition Management services include:
  

•        Coordination of project planning with stakeholders during
reset planning and execution including (but not limited to) business unit merchants, inventory planning, procurement, and signing.
  

•        Establishing and leading weekly project meetings as
appropriate for scope of the reset ensuring all stakeholders are involved and accountable.
  

•        Providing weekly project critical milestone
tracking/reporting to all stakeholders
  
 •        Monitoring all approval points within the project timelines escalating as appropriate

 

•        Providing access to the Merchandise Transition Calendar and
any reporting available within this system.
	 	
			
		 	 4.       System Support Services

 

•        SHMC will provide SHO system support services through
SHMC’s IT support function (and under its support services requirements), not through SHMC’s Space Management staff.
  

•        SHO may participate in regularly scheduled SHMC Space
Management training services. Scheduling of training sessions specifically for SHO will be billed as appropriate.
  

•        SHO will continue to have access to the SHMC Days to Check
suite of applications.
  

•        No direct user access to the SHMC Space Management JDA
Intactix Knowledge Base (“IKB”) will be granted.
  
 •        SHO has access to no more than 8 JDA Space Planning desktop user licenses. SHO will need to separately procure any additional licenses directly from
JDA Software, Inc. SHMC will cooperate reasonably with SHO’s efforts to do so.
  
 •        SHO will continue to have access to the SHMC product library to support SHO’s internal planogram development efforts. This product library is
supported by SHMC I&TG.
	 	
			
		 	 5.       Special Services-Store AutoCAD
projects
  
 The SHMC Space Management team offers store plan
(AutoCAD) drafting services for store sales floor/fixture plans. This service is specifically for those requests that involve the design in AutoCAD of new stores or changes/updates to fixtures, sales floor space, and simple architectural elements
within an existing building plan. Requests for this service will follow the below process. Charges will be based on time/materials and
	 	


  

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	 	 Services
	 	 Fees

		 	billed via the current time entry methods. SHMC will use commercially reasonable efforts to process SHO’s AutoCAD project requests as in the ordinary course of business,
without giving more or less priority to SHO’s requests than any other’s. The relative importance of specific projects might dictate a reordering of those priorities in favor of or against SHO’s requests from time to time. Project
scope, resource availability, timelines, and deliverables (as outlined below) will be communicated at the time the service is requested.	 	
			
		 	 6.       Service Level Commitment

 

•        The SHMC Space Management team will strive to assign all
planograms to stores within 4-6 weeks of receiving complete and accurate assortment information from SHO and also within the required lead time by Inventory Management to support ordering product.

 

•        SHC Store Planning (AutoCAD) services are project based.
Resource allocation, timelines, and deliverables will be established at the time of each specific project request.
	 	
			
		 	 7.       IT System

 

•        Currently 8 JDA Space Planning desktop licenses are
available for use by SHO. The SHMC IT support organization supports a link to the SHMC JDA IKB product library to support planogram development efforts for SHO.
  

•        Access to the SHMC Days to Check suite is available through
the RCS process.
  

•        Network security and system access is not applicable in
regards to the SHMC space management applications.
	 	
			
		 	 8.       Administrative Support

 

•        Reporting Services

 

•        Project management critical milestone tracking and meeting
recaps
  

•        Weekly Planogram Reset Status reports (red/yellow
report)
  

•        Inventory Instock Reporting 2 weeks prior to reset + week
of reset
  

•        Billing of Services

 

•        Nature and frequency
	 	
			
	 Warehouse Distribution
	 	 1.       Inbound Receiving

 

•        Receive Goods on behalf of SHMC and update appropriate
systems based on receipt
  

•        Unload, count and verify

 

•        Reconcile actual receipts to PO using vendor
ASN
	 	


  

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	 	 Services
	 	 Fees

		 	 •        Update on hand and on order

 

•        File OS & D’s on behalf of SHMC

 

•        Follow standard seal control process

 

•        Receive Goods and Advance Ship Notices (ASN) directly from
a Vendor or customer.
  

•        Receive replenishment stock Goods as well as flow-through
Goods
  

•        Receive via three inbound modes

 

•        Drop trailer/ container

 

•        “Live” unload appointment (minimum 24 hour
advance notice)
  

•        Small package

 

•        Take delivery of shipments per SHMC requirements

 

•        Receiving vendor compliance

 

•        Pass receipt information to existing SHMC Vendor
Compliance
  

•        Liquidate and dispose of problem receipt items per SHMC
defined disposition rules
  

•        Carton inspection

 

•        Provided as a Special Services as SHO requests

 

•        Receive goods with priority given to age of trailer on lot
and demand for product
  

•        Receiving documents retention

 

•        Maintain electronic data for receipt to PO visibility (At
least 120 days for RRC; At least 180 days for DDC)
  
 •        Keep hard copy Bills of Lading and Vendor Manifests for period specified by SHMC

 

•        Unload and Put-away

 

•        Unload and put away/ store SHMC items per recommended
handling vendor packaging guidelines and SLS current operating processes.
	 	
			
		 	 2.       Outbound Shipping

 

•        Fill Customer Orders by shipping on Point of Sale assigned
date dependent on inventory availability.
  
 •        Ship Customer orders as priority over store replenishment orders.
  

•        Receive Orders throughout the day, everyday

 

•        Fill Replenishment Orders dependent on inventory
availability
  

•        Ship replenishment orders on requested ship date with
ability of DCs to pull forward or push out based upon current parameters with SHMC
  
 •        Ship Layaway orders if SHO elects Layaway when SHO removes ‘layaway pend’ at Point of Sale.
	 	


  

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	 	 Services
	 	 Fees

		 	 •        Exception Handlings

 

•        At time of order filling, if item is not available to
fulfill a customer order:
  

•        Customer orders – we will pick except to
backorder
  

•        Home delivery – electronically notify Home
Services/CCN to reschedule/ re-reserve order
  
 •        Back to store – electronically notify SHMC POS (SCIM)
  

•        RIM orders (store replenishment) – we will pick
except/cancel
  

•        Replenishment systems will reorder as needed

 

•        Place fulfilled orders onto outbound trailers

 

•        Generate an outbound ASN (EDI 856 Electronic Shipping
Notice) which matches contents of the trailer to support store receiving process
  
 •        Create a Bill of Lading which supports the Department of Transportation (DOT) requirements

 

•        Ship to the stores on regular delivery schedule and
communicate any changes/ exceptions to the store
  
 •        DC will provide Seal Control log with each shipment for Loss Prevention verification to ensure trailer integrity. For multi-stop trailers DC SHMC will
provide the number of seals for each stop to ensure integrity between stores.
  
 •        Support current Loss Prevention and Quality Assurance processes
  

•        Provide shipping services to the 50 US states, District of
Columbia, Puerto Rico, Guam and Bermuda.
  
 For export
shipping, we will ship to selected offshore freight forwarder. SHO is responsible for providing necessary export documentation to their freight forwarder
	 	
			
		 	 3.       Inbound Vendor Cross
Docking
  

•        Cross dock cartons by 2 forms:

 

•        Cross dock Inbound Vendor cartons from upstream DCs and
move cartons to stores while providing systemic information of contents (JIT, RIM Flow and Central Stocking processes)
  

•        Cross dock Vendor Direct to Store cartons via servicing RRC
(EMP Expedited Merchandise Process)
  

•        RRC acknowledges the carton ID (no receipt) as arrived at
RRC and ships out on next store delivery
  
 •        RRC passes vendor provided information via ASN to store. Store receipt triggers payment to vendor.

 

•        Move cross dock cartons to stores on next outbound
delivery. DCs do not stock cross dock product
  
 •        Support stores that ship directly from SLS distribution centers (DDCs and RRCs). HAS (Home Appliance Showrooms) do not have cross dock services (break
pack, EMP, JIT, multiple items/multiple stores per carton) available.
	 	


  

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	 	 Fees

		 	 4.       Storage

 

•        SHMC will provide the real estate footprint to accommodate
DC planned inventory.
  

•        If SHO misses forecasts which results in exceeding
available capacity SHMC will, at SHMC’s discretion, obtain additional capacity whether it is storage trailers, short term leased space or 3rd party providers.
  

•        Capacity available will be based on plan; rate will be
dependent on rate addendum. If actual storage is 110% or more to plan, the rate will increase by 20%. Storage will be defined in cubic feet for RRCs and square feet for DDCs.

 

•        If SHO comes in under planned storage usage, the storage
charges will reflect a reduction in the variable costs. Fixed costs will remain the same.
	 	
			
		 	 5.       Physical Inventory – Ownership:
At no point in time will ownership of the inventory be transferred to SLS.
  
 •        Title of Goods
  

•        Unless otherwise specified in an SOW, title to Goods and
any proceeds of such Goods will remain at all times with SHMC and shall not pass to SLS under any circumstances. However, SLS through an SOW can facilitate acquisition of Goods by SHO.

 

•        It is agreed that title to such Goods will pass to SHO upon
receipt at a Hometown Store or an Outlet store or appropriate SHO facility.
  
 •        Physical Responsibility:
  

•        Inventory responsibility will not transfer from SHMC entity
to SLS until Goods are identified and receipted in at point of unloading and confirmed receipts verified.
  

•        Inventory responsibility will be concluded as product is
loaded and confirmed out of the facility via the printing of a trailer BOL by the DC.
  

•        Inventory Accuracy

 

•        Processes will be consistent with SHMC and continue as in
past
  

•        Cycle count program will continue to follow current SHMC
Audit Program
  

•        Cycle counting will be performed at a rate of 12%
(locations) per month for nine consecutive months
	 	


  

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	 	 Fees

		 	 •        Conduct an annual Sampling

 

•        An annual sampling is completed at each Distribution Center
in the spring with a % of bins identified in advance which are counted on the designated date by an independent auditing team. Results are compared and verified.
  

•        Inventory shrink is calculated based on comparison of book
(General Ledger) vs. perpetual (DOS). An inventory shrink/gain allowance is in effect with SHMC and current process will remain in place. SLS is not liable to SHO for inventory shrink/gain.
	 	
			
		 	 6.       Special Services

 

•        Requests from SHO which are not part of our base Receiving,
Order Filling or Shipping will be handled via a Special Project Request at Special Project rate.
  

•        All Special Project Requests will be handled through SLS
assigned Manager of Supply Chain Operations for Hometown and Hardware Stores and through the SLS Director of Return Logistics for Outlet Stores.
  

•        Special Requests are defined as not normal day to day
business of receiving, order filling and shipping which may include but are not limited to:
  

•        Product/ carton Inspection

 

•        Out of area shipping

 

•        Vendor or item specific on hand verification

 

•        QA Issues like product re-labeling, re-ticketing,
re-cartoning etc.
  

•        On demand cycle counts

 

•        Stop Sale and/or Stop Shipping (lock bins)

 

•        Full Truckload special off-site store sales

 

•        Store Openings

 

•        Store Closings

 

•        Planned

 

•        Unplanned

 

•        Other services not specified in Logistics Services
SOW
	 	
			
		 	 7.       Disposition of Unsalable, Defective and
Obsolete Goods
  

•        Process DC returns to Vendor via RA/RGI procedures (Return
Authorization/Return Goods Invoice)
  

•        Provide liquidation service (sell to salvager,
destroy/deface and dispose) per SHMC direction
  
	 	


  

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	 	 Services
	 	 Fees

		 	 •       Manage the liquidation of damaged
merchandise (assigned to damage bin) per SHMC guidelines
  
 •       SLS manages store liquidation recoveries such as ‘Craftsman Tool Returns’ and Store RA/RGI flowing via our reverse logistics
network.
	 	
			
		 	 8.       Facility Operations

 

•       Description of the facilities available to SHO and Facility hours
of operations
  

•       These services are performed from SLS’s network of
approximately 37 distribution facilities in the U.S
  
 •       Facilities operate year round with the exception of Holidays as per SLS’s standard operating procedures.

 

•       Access to facilities will be accommodated in accordance with
SLS’s standard operating procedures
	 	
			
		 	 9.       Logistics Administrative
Services
  

•       Customer Service

 

•       SHMC will assign a Manager of Supply Chain Operations (MSCO) to
act as single point of contact for Hometown and Hardware Stores. The following services are included:
  

•       Works with business on new initiatives and defining new
requirements
  

•       Provides escalation support for day to day activities

 

•       Logistics Planning as described below.

 

•       Expedited Shipments (Inbound & Outbound)

 

•       Inventory Transfers

 

•       QA Issues, such as product re-labeling

 

•       Product Inspection

 

•       Vendor or item specific on hand verification

 

•       Out of area shipping

 

•       Vendor Support

 

•       Facilitate Vendor Returns
	 	


  

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	 	 Services
	 	 Fees



					
		 	 •        Support initial and seasonal sets, and
new product launches
  

•        Participate in early planning sessions with
Business
  

•        Assist in flow path decisions

 

•        Communicate volume and timing to Transportation/DC prior to
product flowing
  

•        Act as conduit within the Supply Chain network

 

•        Identify cost/service impacts for business
initiatives
  
 Note: Vendor Inbound Shipment/ Tracking
services are performed between order entry inventory management and transportation
  
 •        Store Support Department (SSD)
  

•        Provide a single national contact phone # of the servicing
distribution center - the Store Support Department (SSD)
  
 •        Provide a load quality survey with every shipment to allow stores to provide electronic feedback to the Distribution Centers

 

•        Work on behalf of store:

 

•        For claims – Overs/Shorts/Damages (OS &
Ds)
  

•        Trailer damage to property

 

•        Transportation Management Visibility (OTM

 

•        Provide a Website link for stores to see their truck
delivery time and current shipment planned ETA and summary of contents
  
 •        DC/Store Support
  

•        Review specific business requirements with Managers of
Supply Chain Operations and translate into a prioritized action plan for Logistics Services, Inventory Management, Transportation and Distribution Centers
  

•        Coordinate resolution with Corporate SHMC/SHO businesses
for DC service issues
  

•        Provide corporate project management and process directions
to the Distribution Centers
  

•        Develop and document business function operating
policies
  

•        Assist with the development and implementation of strategic
planning
  

•        Work with operations teams to determine optimal product
placement and handling strategies
	 	


  

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	 	 Services
	 	 Fees

		 	 •        Manage and perform any special
requests as required within the network
  
 •        Execute Network Realignments as needed; communicate with various stakeholders; monitor so that necessary tasks are completed at correct
times.
  

•        Approve all ‘Reverse Flow’ (store back to DC)
requests; execute properly for each retail format
  
 •        Logistics IT System and Support
  

•        Provide distribution center warehouse management system to
support, control and report inventory transactions such as receipts, order filling, storage and shipping
  

•        Provide Project Management for all distribution center IT
initiatives
  

•        Provide 24x7 escalation support to DC’s

 

•        Provide on-going support to DC network system
infrastructure
  

•        WMS, YMS, Order Management software

 

•        Communicate details of installs, upgrades and
changes
  

•        Communicate planned outages

 

•        Provide first level escalation for urgent help desk
issues
  

•        Hardware for DCs

 

•        Assist with installation and set-up of IT approved
hardware/devices
  

•        Assist with IT certification of new devices

 

•        Maintenance agreements / contingencies

 

•        Network

 

•        Assist with design of LAN to support DC devices and
processes
  

•        DC System integration

 

•        Provide project creation and gather business requirements
for requested IT enhancements
  

•        Participate in DC contingency planning exercises

 

•        DC System security

 

•        Coordinate and assist with Sarbanes Oxley audits

 

•        Network Design and Flow Path
	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

		 	 •        Provide long term network plan based
on the mid to long term corporate initiatives
  
 •        Incorporate SHO stores (both Hometown and Outlet) into Network Planning Models for alignment to the Distribution Centers while keeping Home Delivery
dependencies intact
  

•        Work on four-walls continuous improvement projects by
simulating and mathematically modeling DC Operations
  
 •        Work with Supply Chain Finance and Industrial Engineering to establish rates for activities performed

 

•        Approve SHO unique items under current SHMC approved
product lines for stocking in the distribution centers following Flow Path New Item Review process.
  

•        Assist “SHO” with distribution options for new
product lines.
  

•        Conduct Flow Path Analysis of distribution options. Provide
feedback for expense and inventory levels. Analysis to be provided under terms of the Billing Methodology.
  

•        Import vs. Domestic Buy

 

•        Flow vs. DC Stock

 

•        Direct to Store vs. DC Stocking

 

•        Case Pack vs. Repack

 

•        Special Projects as requested will be provided under terms
of LOS (Level of Service) Addendum
  

•        Project Management resources

 

•        Web Enabled Commerce Support

 

•        Manage and operate online fulfillment centers

 

•        Support online assortments

 

•        Project Management for “SHO” initiatives
impacting the Logistics network
  

•        Approve items for stocking in online fulfillment
centers
  

•        Support Inventory transfers

 

•        Provide inventory cycle counts, inventory sampling and/or
physical inventory as prescribed.
  

•        Provide support for parcel and freight
shipments
	 	


  

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	 	 Services
	 	 Fees

		 	 •        Out of Scope: Handling of Hazardous
items
  

•        Provide reporting related to online fulfillment centers to
business
  

•        Provide assessorial services (non-fulfillment related) for
activities performed in online fulfillment centers at prescribed rate outlined in Schedule 2.
  

•        Support vendor return and product liquidation processes at
the online fulfillment centers
  

•        Return Logistics (Central Return Centers)

 

•        Manage all Vendor return and product liquidation processes/
agreements
  

•        Third Party Warehouse Management

 

•        Procure and manage 3rd party DC relationships and contracts as needed to meet SHO
requirements.
  

•        Short-term and long-term project management
	 	
			
		 	  

10.     Home Delivery for Puerto Rico (Puerto Rico Warehouse)

 

•        Delivery services to customer’s homes in Puerto Rico
market unless otherwise agreed upon as a ‘Hybrid’ delivery market (same as mainland Home Delivery services).
  

•        Haul away of existing customer product (s) (as
applicable)
  

•        Basic hook-up / overview of product in the customer home
will be offered (as applicable)
  

•        Fly by and Fly Back

 

•        Pick up customer sold product at the store for delivery
which is an additional stop charge expense.
  
 •        Provide merchandise pick-up (MPU) from warehouse for customer orders
  

•        ROR’s (Record of Return)

 

•        ROR process in Puerto Rico will be consistent with SHMC
mainland processes and rates.
	 	
			
		 	 11.     Outlet store scope with SLS Central Return
Centers:
  
 SHMC (through the SLS Central Return
Centers) will deliver Goods to SHO’s Outlet Stores. “Goods” (non-hazardous) include:
  

(1)     Non-resalable merchandise;

 
	 	


  

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	 	 Fees

		 	 (2)     Merchandise that Sears, Roebuck and Co.
(“Sears”) or Kmart Holding Corporation (“Kmart”) has received back from its customers or its stores; which excludes defective goods.
  

(3)     End-of-season merchandise;

 
 Perform facility management and data processing services for SHO
at the CRC Facilities.
  

1.       Acceptance of Goods: Receive and verify receipt of all Goods
and scan or enter product information into the data processing system.
  
 2.       Loading and Handling: Direct the loading of the Goods so as to promote safety of the Goods in transit and ease of handling in delivery. SLS shall mark,
stencil, apply bill of lading information (as applicable) and segregate all Goods and shall block, brace and/or gate the containers, trailers or trucks as appropriate.
  

3.       Shipping Schedules and Load Factors: Adhere to the shipping
and departure schedules mutually agreed upon by SLS and SHO. SHO agrees to provide shipment destination information on each completed load within 2 business days of being notified that the load is ready for shipping.

 

4.       SLS Transportation: Maintain shipping schedules while
achieving an acceptable load factor, in cooperation with SLS Carrier Management on all truckload shipments.
  

5.       Documentation: Prepare and maintain bills of lading and other
shipping documents. Bills of lading and other shipping documents shall be made available to carriers at the scheduled shipping or departure times, in a form that facilitates the receipt of Goods at the designated receiving location and the filing of
claims by SHO or its vendors against carriers for Goods lost or damaged in transit, if necessary.
	 	
			
	 Global Sourcing

 
	 	 1.       Merchandising
Support
  

•        SHO Merchant Support
	 	
			
		 	 •        Familiarize and remain up-to-date with SHO’s sourcing, supply and
merchandise needs, policies and requirements, including but not limited to a complete understanding of all information on SHO’s website.
	 	Global Sourcing Services are offered as part of current Logistics Support. SHMC’s


  

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	 	 Services
	 	 Fees

		 	  

•      Market Trend & Country of Origin advantage: Provide up-to-date
market information, trends competitor information and productivity by category by country to help SHO Merchant in identifying suitable products and Vendors.
  

•      Facilitate communications between SHO and the Vendors and, when
necessary, act as a translator for SHO’s representatives in meetings with Vendors and potential Vendors.
  

•      Use best efforts to assist SHO in the investigation and prosecution of
any manufacturer, supplier or other party suspected of infringing upon SHO’s proprietary rights.
  

•      If SHO’s Merchant rejects delivery of any of the Merchandise for
whatever reason, use its best efforts to enforce and monitor compliance with SHO’s trademark guidelines and prevent the Vendor from disposing of such Merchandise without removing Trademarks, labels, brand names or other markings (e.g., logos)
which may be attached to the Merchandise or collateral material (e.g., hangtags, packaging).
  

•      Vendor Qualification and Assessment

 

•      Vendor Qualifications: based on vendor’s product strength,
production capacity, U.S. market and Retail direct experience, annual business volume, internal quality control, company terms including payment terms, defective policy, UTC, PLI, their service level in terms of communication and follow up, response
time based on our request
  

•      Assist SHO in working with selected Vendors on product selection, price
negotiations, packaging development and Order placement.
  
 •      Procure from prospective Vendors the information required by SHO’s applicable company or factory profile questionnaire.

 

•      Work with Vendors to comply with the applicable provisions of the
manuals and vendor import guidelines.
  
 •      Product Development
  

•      Product Development Stage – based on SHO’s need and
requirements, source and designate the potential vendor matrix
  
 •      Advance sample approval – ensure the product being produced at the factory is the same level or higher standard per SHO’s approval
sample
	 	  
 agent performing these services is Sears Holdings Global Sourcing
(SHGS) Any change to the current services provided to SHO businesses will be billed based on an agreed upon rate.



  

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	 	 Services
	 	 Fees

		 	 •      Packaging approval – ensure the packaging
quality used on the product is per SHO’s requirement
  
 •      Use all commercially reasonable efforts to ensure that the Design Materials used in or obtained or ordered for the manufacture of Merchandise are not used for any
purpose other than the production of Merchandise solely for the account of SHO “Design Materials” includes (without limitation) documents, designs, drawings, artwork, sketches, patterns, photographs, images, fabric and/or samples in
whatever form, whether written, physical or electronic.
  
 •      Costing
  

•      Costing Stage – Solicit with vendors on quotation, sample
preparation and align Cost vs. Design requirements as defined by SHO
  
 •      In accordance with the SHO Merchant’s instructions, place Orders and use commercially reasonable efforts to negotiate and achieve the combination of price,
quality and delivery most favorable to SHO for Merchandise which complies with the Merchandise Specifications, with the explicit understanding that SHO’s Merchant shall have the right, but not the obligation, to directly participate in all such
negotiations.
	 	
		 	  

2.       Production Management

 

•      Order Management – Order processing, training vendor base on
SHO’s testing, inspection and factory audit requirements, monitor sample approval, packaging approval and vendors’ production and on-time performance
  

•      Regularly follow-up on production and shipments under
Orders.
  

•      Keep close contact with all Vendors to ensure that production of the
Merchandise is running according to the delivery schedule set by SHO’s Merchant for each item.
  

•      After becoming aware of any delivery delays, other noncompliance with
the applicable T&C’s or Order, or other problems, promptly inform SHO’s Merchant, and use reasonable efforts to implement SHO’s decisions regarding new delivery terms and/or cancellation of Orders.

 

•      Unless otherwise instructed by SHO’s Merchant in writing, instruct
vendors that Merchandise is not to be shipped to SHO after the shipment or cancellation date specified in the applicable Order without SHO’s prior written consent.
  

•      In the event of claims, assist in negotiations with the Vendors and
shippers on behalf of SHO to obtain settlement in the best interest of SHO.
	 	


  

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	 	 Services
	 	 Fees

		 	 •      Use all commercially reasonable efforts to ensure
that the transshipment of Merchandise to conceal the true country of origin or the labeling of Merchandise with information that is deceptive as to the true country where the Merchandise was manufactured does not occur in the manufacture of
Merchandise for purchase by SHO.
  

•      If specifically requested to do so by SHO’s Merchant and agreed to
by SHMC’s agent, confirm that quota has been secured for Merchandise and, when requested by SHO’s Merchant, SHMC’s agent shall secure quota, if required, for the account of SHO and issue bills to SHO for the cost of said quota
pursuant to this Agreement.
	 	
		 	  

3.       Quality Assurance and Technical
Support
  

•      Testing & Inspection – Product Specifications and
requirements are verified through pre-production / production testing as well as in-line & final inspections.
  

•      Conduct reasonable sampling inspections of Merchandise procured
for SHO (including at the Vendor’s facility, if SHO’s Merchant so requests) to assure that the Merchandise meets the Merchandise Specifications and all fabric, quality, labeling, packaging and other standards and requirements prescribed by
SHO’s Merchant.
  

•      A certificate verifying the conduct of and results of the final
inspection shall be submitted upon request by SHO’s Merchant. SHO shall have the right to inspect those inspection records which relate to product ordered by and shipped to SHO.

 

•      Inspections will not relieve the Vendor of its responsibility to SHO
for the quality and quantity of the products or services supplied and SHMC’s agent shall instruct all Vendors of their responsibility in this regard.
  

•      Technical / Color Approval Support (For Apparel, Soft Home, Footwear,
Fashion Accessories) – ensure the measurement, fitting and colors are within tolerance set forth by SHO’s Merchant.
	 	
		 	  

4.       Social Compliance factory audit
–
  

•      SHMC’s SHGS compliance team monitored a total of 1,619 active
factory base under Steton system, which provide factory audit history for merchandising team to understand up-to-date social compliance performance and corrective action plan and timeline by factory by vendor
	 	
		 		 	


  

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	 	 Services
	 	 Fees

		 	 •      Comply at all times with all laws applicable to the
conduct of SHMC’s agent, including those of the country in which the Merchandise is manufactured.
  

•      Encourage and monitor Vendors’ compliance with (i) legal
requirements, including but not limited to, CPSIA safety testing requirements as it may relate to any product categories, and (ii) the terms of applicable Orders, T&C’s, Merchandise Specification and other contractual
requirements.
  

•      Use all commercially reasonable efforts to ensure that no child, forced
or convict labor in violation of the local laws of the country in which the Merchandise is manufactured, or to which the Merchandise is being exported, is used in the manufacture of Merchandise.

 

•      Immediately identify to SHO’s Merchant any financial interest or
family relationship that any employee or shareholder/owner of SHMC’s agent has, had or may have with an existing or potential Vendor or export supplier.
  

•      If SHO purchases Merchandise from a Vendor or export supplier with whom
the SHMC’s agent, agent’s employee(s) and/or agent’s shareholder(s)/owner(s) have, had or may have a financial interest or family relationship, SHMC’s agent shall provide written assurances to SHO that (i) such interest or
relationship will not affect the agent’s ability to perform the services described herein and (ii) the agent shall not share profits or other proceeds with such Vendor or export supplier from any transaction resulting from the agent’s
performance of its services.
	 	
		 	  

5.       Logistics Support

 

•      Facilitate the processing of export documentation necessary for customs
clearance in the port of entry,
  

•      Monitor Merchandise shipping for compliance with Orders.

 

•      Monitor compliance with and advise SHO’s Merchant as to shipping
logistics and delivery terms required in Orders or otherwise specified by SHO’s Merchant.
  

•      Promptly after becoming aware of the same, advise SHO’s Merchant
of any non-compliance with the above and obtain the written approval of SHO’s Merchant for non-compliance or changes in requirements.
  

•      Prior to the exportation of the Merchandise to the United States (or
such other country as SHO’s Merchant shall designate), SHMC’s agent shall facilitate the collection of and provide all documents, certificates, forms, statements and information appropriate or necessary for exportation to and importation
into the United States, or other country of destination.
	 	


  

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	 	 Services
	 	 Fees

		 	 •      Analyze best flow path per SHO’s target in-store
dates and provide ocean freight and in-land shipping cost estimation / options
  
 •      Secure Vessel bookings
  

•      ensure shipping documentations are reflecting the correct details per
SHO purchase orders for smooth customs clearance
  
 •      Others – See details in Warehouse Distribution & Logistic services section of this Schedule
	 	
		 	  

6.       Finance Support

 

•      Statutory Reporting: External reporting to local statutory and tax
authorities through filing of audited financials and tax returns.
  
 •      Management Reporting: Internal management reporting to SHMC executives, branch managers and department heads.

 

•      Claims Processing

 

•      Creation of claims against vendors for SHGS local services

 

•      Creation of claims against vendors on behalf of SHO

 

•      Monitor offset of claims receivables against FOB payable

 

•      Implement routine and necessary collection efforts

 

•      Exercise hold payment if necessary as leverage

 

•      Resolve disputes through co-ordination with different SHMC business
units.
  

•      Letter of Credit (LC) and payment processing

 

•      Processing steps leading to issuance of LC to vendors

 

•      Attend to all routine and ad hoc issues relating to LC
processing
  

•      Process wire transfer payments

 

•      Product Liability Insurance Compliance

 

•      Monitor Product Liability Insurance applications

 

•      Ensure vendor compliance to Product Liability Insurance

 

•      Diligence and internal control Steps
	 	


  

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	 	 Services
	 	 Fees

		 	 •       Recording and exercise custody steps over cash
and fixed assets
  

•       Ensure proper authorization over all expenditure

 

•       Maintain segregation of duties and promote internal control
steps
  
 BILLING METHODOLOGY

 

1.      Logistics Billing Methodology

 

•      Variable handling billing

 

•       Rates for the RRCs are by flow path and by product size (Small,
Medium, Large and Extra Large). Each Div-Line is placed into a size group at the beginning of the year based on last year’s average inbound carton cube for that Div-Line.

 

•       Rates for the DDCs are by flow path and division.

 

•       SHO will be billed based on disbursement volume out of the
distribution centers.
  

•      Fixed handling billing

 

•       Fixed Handling represents the portion of logistics cost that does
not vary with volume and that is not related to storing merchandise.
  
 •       SHO will be charged the 2012 plan level for fixed handling (plan is based on the SHO 2011 actual charge for fixed handling by network).

 
 • Storage billing

 

•       Cost is based on usage of DC inventory space.

 

•       SHO will be billed based on cubic feet of RRC inventory space and
square feet of DDC inventory space.
  

•       Cubic/Square foot space usage is allocated to SHO based on the %
of total division level volume attributed to the business.
  
 There are, as
of the Effective Date, no charges for RDC services to SHO. SHO will be charged variable handling rates for RDC services for merchandise shipped directly from an RDC to a SHO store, if that service is requested.

 
 2012 Storage and Handling Rates by Flow Path are listed in
Exhibit 2- 2012 Logistics Rates.
  
 2.      CRC Handling and Transportation
  

•       CRC handling services are billed on a per scan basis.

 

•       Transportation rates are based on the average size of the item.
SHO is assigned a rate based on the average cube per selling unit.
	 	


  

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	 	 Services
	 	 Fees

		 	 •       Salvage revenue is derived from recovery of
salvageable merchandise. Rate is set in accordance with our agreement with third party(s).
  

•       Freight and handling planned revenue is based on 2011 average
actual rate.
  

3.      Billing of Overhead Expenses

 

•       SHO will be billed for other Logistics Overhead expenses based on
the percentage of total DC handling expenses (fixed and variable) attributed to SHO. Other Overhead Expenses are defined as Supply Chain Management overhead minus Inventory Management, Space Management and Global Sourcing.

 

4.      DC Markdowns

 

•       DC Markdowns include inbound damage, price change markdowns,
price protection subsidy, and damage caused during storage and handling at the DC.
  
 •       Allocation of charges to SHO for DC markdowns is based on the percentage of division level store markdowns attributed to SHO.

 

5.      Online Fulfillment Services – No Charge

 

6.      Special Projects

 

•       Special requests for non-standard services, such as re-ticketing
or re-cartonization, will be charged to SHO on a per project basis.
  
 •       Amount of the charge will be equal to the number of hours worked on the project multiplied by $50 (the hourly special project rate).

 

•       The project must be pre-approved by submitting the Special
Project request form. SHO should contact its MSCO if it requires a Special Project.
  
 7.      Third Party Warehouse Management
  

Third Party rates and billing will be agreed upon by SHO, SHMC and the Third Party where Third Party services are determined by SHO and SHMC to be the
best option.
  
 8. Supply Chain Charges will be billed monthly
and trued-up to the actual expense at the end of each quarter. This will involve a comprehensive review of all supply chain charges.
  

9.      Puerto Rico Warehousing – No Charge
	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 10.    Puerto Rico Home Delivery:

 
 SHO will be charged the carrier expense for home deliveries.SHO stores will be billed
a percentage of the total MDO monthly carrier expense equal to SHO’s percentage of total home delivery stops completed in Puerto Rico during the month.

 
	 	
			
	PAYMENT CLEARING AND RELATED FINANCIAL SERVICES	 		 	
			
	 SEARS FINANCIAL SERVICES (SFS)

 
	 		 	
	Third Party Payment Acceptance	 	 2.1 SFS manages the payment acceptance process of authorization and settlement for the acceptance of third party credit and debit
cards through contracts with Discover, American Express, and First Data (for the acceptance of Visa and Mastercard-branded cards). In addition, SFS will manage SHO’s Telecheck relationship for the acceptance and settlement of checks. Sears
Financial Services manages third-party partner SLA performance, PCI and regulatory compliance, technical enhancements and tender optimization
  

Each tender type accepted for payment at SHO has an interchange rate associated with it, which rates SHO will pay on a pass-through basis.
	 	Each month, Sears Financial Services will charge out the direct liability for third party payment costs associated with SHO’s merchandise sales for that month. The total
payment cost and total payment cost as % of sales will vary from month to month based on merchant promotional activity (e.g. tied-to-Sears-credit offer). Sears Financial Services will provide monthly reporting for SHO so they can better understand
the drivers of the payment costs they incurred in each month.


  

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	 	 Services
	 	 Fees

	Consumer Credit Cards	 	 2.2 SFS manages lending relationships (currently with Citibank and Capital One) for the provision of Sears-branded credit to SHO
through either a private label or a general purpose credit card. Provision of credit to SHO (1) reduces payment costs, (2) builds the business partner data warehouse of marketable households and transactional activity, (3) gives business partners
access to financing to purchase goods from SHO, (4) offers merchants a vehicle for targeting promotional offers (including 0% financing), and (5) generates an incremental revenue stream from lending relationships.

 
 The acquisition of and ongoing business partner use of Sears-branded consumer credit
cards creates a number of benefits for SHO. Lending partnerships include a variety of revenue, expense and subsidy streams that can be tapped to help SHO grow sales, manage down its third party payments costs, and offset the expense of select
promotional offers (when tied to credit).
  
 The successful optimization of
Sears consumer credit programs requires the alignment of incentives across Financial Services and SHO. To this end, SHMC will distribute the credit revenues associated with the Sears credit programs according to the following table:
	 	

  

									
	 	  	Financial
Services	 	 	SHO	 
	 Net New Account Revenue
	  	 	25	% 	 	 	75	% 
	 Non-0% Credit Revenue
	  	 	25	% 	 	 	75	% 
	 Associate Incentive
	  				 	 	100	% 
	 Tied-to-Credit Subsidy
	  				 	 	100	% 

  

					
		 	  
 Net New Account Revenue represents the fees paid by Citi
and Capital One for a new approved, activated credit card account. For Citi and Capital One underwritten accounts, the fee paid to SHO is the per account amount paid by Citi and Capital One to SFS.

 
 Non-0% Credit Revenue is earned only on Sears Cards issued by Citi. It is
subject to a sliding rate schedule (outlined in the Citi-Sears Program Agreement) which is based on the Dollar Volume of SHO Merchandise sales and the Dollar Volume of 0% Sears Card sales.
	 	


  

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	 	 Fees

		 	  
 SHMC pays for the $2 Associate Incentive earned by SHO
associates for every credit card application generated. From time to time, SHMC will fund additional incentive contests where it will pay up to $4 for every credit card application generated

 
 In addition, SHMC will work with SHO to design, develop, and execute merchant offers
tied to credit that generate Non-0% credit revenue for SHO. These offers may be eligible for incremental Tied-to-Credit Subsidy from Citi which will be negotiated on a one-off basis based on the business case developed between SHMC,
Citi and SHO.
  
 0% Promotional Financing is another promotional tool
that can be leveraged by SHO to incent merchandise sales. SHO will be assessed a Merchant Discount Rate (MDR) equal to the MDR that SHMC is assessed by Citi based on the duration of the promotion.
	 	


  

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	 	 Services
	 	 Fees

		 	 Payment Settlement
  

SHMC will provide payment settlement services for merchandise sales proceeds from Sears Card transactions (processed by Citibank) until such time as SHO
establishes with Citibank a separate service agreement and fund flow. SHMC will pay SHO the Sears Card Merchandise Sales proceeds on the day following Citibank’s settlement with SHC of Sears Card Merchandise Sales.

 
 Upon establishment of a separate fund flow for SHO, payments by customers for
Discover or Sears credit cards will be remitted by SHO to SHC the day following receipt into SHO’s bank account. SHMC will also provide SHO payment settlement services for American Express, Visa, and MasterCard (First Data) transactions until
such time as SHO has entered into agreements with these service providers.
  
	 	These activities will be performed at no charge to SHO.
	Gift Cards	 	 2.3 SHMC manages the product development, operational support, vendor management, marketing budget, and state-by-state compliance
for Sears/SHO branded gift cards. Gift cards offer SHO a convenient gifting option to offer its customers when they cannot find or do not know what color/size/brand/style merchandise their recipient would like most. It gives Sears/SHO an opportunity
to market Sears, Sears/SHO outside of stores through Gift Card Malls and Rewards programs nationwide. Plus Sears/ SHO gift cards carry no fees and never expire.
  

The interchange rate on Sears/SHO gift cards will be 200bps of gift card value redeemed. This Gift Card Fee covers the cost of running the gift card
program, i.e., ValueLink processing costs, plastics, B2B discounts (associated with third party sales of Sears/SHO gift cards outside Sears and SHO stores), etc.
  

Requesting custom gift cards for specific promotions will incur direct fees associated with custom card production. These will vary by promotional
requirements and volumes and will be executed according to terms that will be mutually agreed to by the parties separately.
  
	 	
	Gift Card Acceptance	 	 2.4 SHC and SHO will accept each other’s gift cards as a tender type and will be reimbursed for the “same as cash”
value of the gift card redemption regardless of where the gift card originated.
  
 Sears Financial Services and SHO will agree to partner on the development and implementation of periodic “Spend and Get” promotions which will be offered to consumers in Sears/SHO as a means of
driving incremental traffic and revenue.
	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

	  	 	Financial Summary of Spend & Get Promotions:	 	  

  

					
	 Accounting Activity/Description
	  	 Account
	  	 Timing

			
	At time of reward card issuance, SHO is charged 100% of reward card value	  	Gross Margin Adj 50181	  	At Activation
			
	SHO receives 25% discount on reward card issuance expense	  	Gross Margin Adj 50181	  	At month end close for the month in which promotion was run
			
	SHO receives 75% of breakage benefit for expiring states	  	Gross Margin Adj 50181	  	The month following the promotional expiration date
			
	SHO receives 75% of breakage benefit for non- expiring states	  	Gross Margin Adj 50181	  	The month following the promotional expiration date
			
	SHO Receives 25% charge on any redemptions taking place within their Format	  	Gross Margin Adj 50181	  	The month following the promotional expiration date

  

					
	  	 	Requesting custom Spend & Get cards for specific promotions will incur
direct fees associated with custom card production. These will vary by
promotional
requirements and volumes and will be executed according to
terms that will be mutually agreed to by the parties separately.	 	 
			
	Installment Loans	 	2.5 SHMC manages the lending relationship with GE who provides the capability for our business partners to buy our product and services over a fixed term with equal monthly
payments. Installment loans provides our associates with a tool that allows them to promote the low monthly payment option as a vehicle to increase sales ticket, improve attachment and grow accessory sales. Provision of installment loans gives SHO
and its merchants a unique advantage over its major hardline competitors as they do not currently offer this product	 	.


  

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	 	 Services
	 	 Fees

	  	 	Similar to the utilization of 0% promotional financing in section 3.2,
Installment Loans are another promotional tool that can be leveraged by
SHO to incent
merchandise sales. SHO will be assessed a Merchant
Discount Rate (MDR) based on the duration and consumer interest rate of
the promotion. The expense table for Installment Loans is included below.
By way of example, the 2012 MDR table is
listed below.	 	  

  

									
	36 Month
Term	 
	 APR
	  	MDR	 	 	Monthly
Payment on
$1,000
Purchase	 
	  4.99%	  	 	10.42	% 	 	$	29.97	  
	  7.99%	  	 	7.37	% 	 	$	31.33	  
	  9.99%	  	 	5.24	% 	 	$	32.26	  
	12.99%	  	 	3.23	% 	 	$	33.69	  
	
	48 Month
Term	 
	 APR
	  	MDR	 	 	Monthly
Payment on
$1,000
Purchase	 
	  4.99%	  	 	13.42	% 	 	$	23.02	  
	  7.99%	  	 	9.40	% 	 	$	24.41	  
	  9.99%	  	 	6.72	% 	 	$	25.36	  
	12.99%	  	 	4.00	% 	 	$	26.82	  

  

					
	Layaway	 	 2.6 SHO will continue to have available at point of sale and be able to
offer customers Layaway options in all retail
locations. SHMC will
continue to provide access and support for the existing layaway
functionality.
  
	 	 
	Reporting & Support	 	 SHMC will provide SHO with a month by month forecast for annual Financial Services revenue and expense items by product (e.g. Sears
Credit, Third Party Payments, Layaway, Gift Card).
  
 SHMC will provide
weekly reporting of SHO sales by tender type for the purposes of enabling your organization to forecast monthly revenues, expenses, opportunities and risks.
  

SHMC will provide a single point of contact for SHO to address questions that it may have as well as assist SHO in the design and execution of promotional
programs for optimizing benefits and reducing expenses.
	 	


  

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	 Service or Business Area
	 	 Services
	 	 Fees

			
	IT SERVICES	 		 	
			
	 IT SERVICES

 
 Base Operations for 2012

 
 THIS SECTION IS SUBJECT TO EXHIBIT 3 WHICH INCLUDES THE 2012
I&TG SERVICE CATALOG VERSION 1.1-MAR 2012 AND THE SERVICE LEVEL AGREEMENT
	 	 Technology Product Domain
  

Business Strategy & Operations:
  

•        Enterprise Learning & Development

 

•        Enterprise Process Management

 

•        Enterprise Project / Program Management
	 	  
  
  

 
 $12,004

 
 $32,744

 
 $48,821

	 	  
 Business Strategy & Operations Total
	 	  
 $93,569

	 	  
 Information Analytics & Innovation

 

•        BI Administration

 

•        BI Application Support

 

•        BI Data Monitoring

 

•        BI Delivery Administration

 

•        BI License Management & Support

 

•        Supply Chain Management
	 	  
  
  

$11,306
  

$266,063
  

$46,829
  

$57,532
  

$62,870
  

$374

			
		 	Information Analytics & Innovation Total	 	$444,974
		 	  
 Network & Security Services:

 

•        Compliance

 

•        Media Services

 

•        Non-retail Asset Maintenance

 

•        Retail Asset Maintenance

 

•        Security

 

•        Telecom Provisioning & Management

 

•        Telecommunications Data

 

•        Telecommunications Voice
	 	  
  
  

$89,867
  

$22,337
  

$82,513
  

$53,404
  

$460,099
  

$305,188
  

$4,095,582
  

$647,057

			
		 	Network & Security Services Total	 	$5,756,047
			
		 	 Operational Services:
  

•        Associate & Customer Desktop Support

 

•        Data Center Operational Services

 

•        Distributed Environment Services

 

•        Storage Services
	 	  
  
 $65,393
  
 $660,421
  
 $961,213
  
 $208,106

			
		 	Operational Services Total	 	$1,895,133


  

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	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 Retail Services:
  

•        Core Retailing Transaction Support

 

•        Customer Facing Transaction Support

 

•        Hardware Support Services
	 	  
  
 $310,871
  
 $68,673
  
 $377

			
		 	Retail Services Total	 	$379,921
			
		 	 Service Management:
  

•        Administration

 

•        Business Continuity

 

•        IT&G Service Quality Management

 

•        IT&G Service Support

 

•        I&TG Service Support – Corporate Desktop
Support
  

•        Learning & Development

 

•        Performance & Service Management
	 	  
  
 $959
  

$27,439
  

$14,416
  

$2,254
  

$168,341
  

$1,720
  

$11,784

			
		 	Service Management Total	 	$226,913
			
		 	BASE OFFERING GRAND TOTAL	 	$8,796,557
			
	IT Support Services	 	 Business Strategy & Operations
  

Development & Support Services:
  

•        Fixed team minimum to support and maintain services,
multiple enhancements, external variable charged, as needed
	 	  
  
 $811,200

			
		 	 BUSINESS STRATEGY & OPERATIONS

SUPPORT SERVICES TOTAL
	 	$811,200
			
	IT Service Costs – Base Components	 	 Service costs of Base Components for SHO will not exceed $9.6M for 2012, assuming SHO usage and requirements are consistent with that
experienced in 2011. Services will be billed according to plan as reflected in the “fees column” in the Schedule of Services and Fees, with an exception for Mainframe computing, Cloud computing, Teradata data, and Hadoop data services for
which SHO will be billed “actual” expenses.
  
 •        Annual increases to the Base Component and Systems Access/Maintenance service costs will be capped at five-percent (5%) with the exception of
increases to 3rd Party services which will be passed
through to SHO.
  

•        Any additional increases will be subject to negotiation and
agreement by both parties in advance of any applicable increase.
  
 Labor
Rates actual spend is based on the time and materials cost associated with Service Requests determined on a project-by-project basis, as well as by the skill sets required to deliver the Services.
	 	


  

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	 	 Services
	 	 Fees

			
		 	I&TG Standard Rates for Sears Holdings Corporation (SHC) and Sears IT & Management Services India Private Limited (SHI) Associates for Fiscal Year 2012:	 	

  

							
	 Labor Type
	  	 Skill Set
	  	Hourly Rate	 
	 SHC Associate
	  	 Associate
	  	$	65.00	  
	 SHI Associate
	  	 Off-shore Engineer
	  	$	35.00	  
	 SHI Associate
	  	 On-site Engineer
	  	$	65.00	  
	
3rd Party Contractor
	  	 Variable
	  	 	TBD	* 

  

	
	 *  Hourly rates will be reviewed with and approved by SHO


  

					
	HOME SERVICES (Installation & Repair)	 	 Services performed in accordance with the Merchandising Agreement dated
                 , 2012 between SHO, Sears, Roebuck and Co., and others, including those set forth in Section 11 of the Merchandising Agreement.

 
 1. Home Delivery

 
 Delivery Services will be made available to all SHO markets unless a market is
otherwise agreed upon as a “Hybrid” delivery market.
  
 Haul Away
of existing customer product(s) (as applicable)
  
 Basic hookup / overview
of product in the customer home will be offered (as applicable)
  
 Pickup of
returned goods (RORs) from consumer
  
 The rates cover all carrier and
4-wall MDO expenses and related carrier management, carrier negotiation, site management, routing, customer engagement and containment, infrastructure costs and all Customer Care Network (CCN) costs.

 
 The Customer Care Network (CCN) costs cover the services related to customer
engagement and satisfaction.
  
 The rate is per stop - if multiple products
are delivered on a single retail customer stop, only 1 charge will be incurred.
  
 The Delivery rates stated for SHO Store locations do not include a potential fuel surcharge (see fuel surcharge table).
	 	 Delivery Fee
  

SHO (Outlet) Customer Standard Delivery Charge is based on the Outlet Market Delivery Rate Table. Home Services will reimburse SHO (Outlet) for any
Market Delivery Rates that exceed $69.99 on a store-by-store basis.
  

SHO (Hometown – HTS, HAS or AHS) Standard Delivery Charge is based on Market Delivery Rate Table.



  

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	 	 Fees

			
		 	 The Delivery rates for SHO (HTS, Outlet) are included in the Outlet Market Delivery Rate Table and Hometown Market Delivery Rate Table.
Both Market Delivery Rate Tables are included in Exhibit 4 to this Appendix 1.01-A Schedule of Services and Fees.
  
 Rates as shown in the Market Delivery Rate Tables are for the first year of this Agreement, and then reviewed and agreed upon annually by SHMC and SHO during the length of the agreement.

 
 Hybrid Delivery Market Process

 
 A Hybrid Delivery Market is a market that is either serviced out of a Sears, Roebuck
and Co. full-line department store (SDO) or out of a SHO Store (by the SHO Store owner).
  
 SHO and Home Services Delivery will review and agree on the customer location zip codes that identify Hybrid Delivery Markets.

 
 SHO will assign the Delivery Rate for each zip code and transmit the completed zip
code file with the rates to Home Services Delivery for entry into the POS (Point of Sale) system.
  
 When a Sears full-line store sells merchandise for delivery into a Hybrid Delivery Market zip code that is assigned to a SHO store, the delivery service revenue is transferred from the Sears full-line
store to the SHO store performing that delivery.
	 	
		 	  
 Home Delivery Fuel Surcharge

 
 In addition to the fees for Home Delivery services set forth in the Agreement, SHO
agrees to pay to SHMC an additional amount to compensate SHMC’s Home Services business unit for increases in the retail cost of fuel for trucks used to provide the Services (a “Fuel Surcharge”) when such cost equals or exceeds $4.40
per gallon (National Averages), calculated as follows:
  
 On the last day of
each calendar month, SHMC shall establish the retail cost of its truck fuel by reviewing average price for the month based on the “Gasoline and Diesel Fuel Update” as published by the U.S. Department of Energy’s Information at:
http://www.eia.gov/petroleum/gasdiesel/.
  
 When the “Gasoline
and Diesel Fuel Update” average price for any calendar month is equal to or greater than $4.40 per gallon, SHMC shall charge and SHO agrees to pay SHMC a Fuel Surcharge as described in the chart below.
	 	  
 Fuel Surcharge table is included.



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	  
 Home Delivery Fuel Surcharge Table

 
	 	


											
	 Monthly Average Diesel Price
	 	  	Fuel surcharge per
billed
stop	 
	 At Least
	 	  	But Less Than	 	  
	$	2.40	  	  	$	4.40	  	  			
	$	4.40	  	  	$	4.60	  	  	$	0.36	  
	$	4.60	  	  	$	4.80	  	  	$	0.72	  
	$	4.80	  	  	$	5.00	  	  	$	1.08	  
	$	5.00	  	  	$	5.20	  	  	$	1.44	  
	$	5.20	  	  	$	5.40	  	  	$	1.80	  
	$	5.40	  	  	$	5.60	  	  	$	2.16	  
	$	5.60	  	  	$	5.80	  	  	$	2.52	  
	$	5.80	  	  	$	6.00	  	  	$	2.88	  
	$	6.00	  	  	$	6.20	  	  	$	3.24	  
	$	6.20	  	  	$	6.40	  	  	$	3.60	  
	$	6.40	  	  	$	6.60	  	  	$	3.96	  
	$	6.60	  	  	$	6.80	  	  	$	4.32	  
	$	6.80	  	  	$	7.00	  	  	$	4.68	  

  

					
		 	In the event the fuel cost increases above $7.00 per gallon, an additional Fuel Surcharge of $.36 will be added for each $.20 increment.	 	


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	When the “Gasoline and Diesel Fuel Update” average price for any calendar month is equal to or less than $2.40 per gallon, SHMC shall rebate SHO a Fuel Surcharge as
described in the chart below.	 	

  

											
	 Monthly Average Diesel Price
	 	  	Fuel surcharge per
billed
stop	 
	 At Least
	 	  	But Less Than	 	  
	$	2.20	  	  	$	2.40	  	  	($	0.36	) 
	$	2.00	  	  	$	2.20	  	  	($	0.72	) 
	$	1.80	  	  	$	2.00	  	  	($	1.08	) 
	$	1.60	  	  	$	1.80	  	  	($	1.44	) 
	$	1.40	  	  	$	1.60	  	  	($	1.80	) 
	$	1.20	  	  	$	1.40	  	  	($	2.16	) 
	$	1.00	  	  	$	1.20	  	  	($	2.52	) 

  

					
		 	In the event the fuel cost decreases below $1.00 per gallon, an additional Fuel Surcharge of $.36 will be rebated for each $.20 increment.	 	
		 	  
 Merchandise Pick-Up (MPU)

 
 Merchandise Pick-Up (MPU) represents Home Appliances product picked up at an MDO for
delivery or installation by anyone other than a Home Services Delivery carrier.
  
 This MPU fee will be billed by division to the selling unit. MPU does not qualify as a billable stop.
	 	  
 Merchandise Pick-Up Fee

 
 The rate for MPU service will be a flat rate of $10.00 per deliverable unit. Home
Delivery Services will rebate $5.00 for each Retail Installation contractor pickup (excluding Outlet Stores).



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	 MDO Concessions / Damage Charges
  

Charges are related to:
  
 Customer Accommodation Costs (Gift Cards) related to concealed damage.
  
 Merchandise Depreciation / Markdowns on Concealed Damages for Saleable and Non-Saleable items.
  

Depreciation rates on saleable items are set between the SHMC BUs and SHO (Outlet business).

 
 Hard Inventory Markdowns on Merchandise in the MDO Inventory.

 
 Charges to SHO are based on percentage of SHO ROR stops to total ROR stops by
merchandise division.
	 	For SHO (HTS/HAS/AHS only), SHMC has agreed to rebate $5.00 per Home Appliance MPU related to a Retail Installation contractor pickup. The installation must be sold at POS
as that data is used to determine the rebate.
		 	  
 2. Installation Services

 
 Retail Installation Services provided include: Garage Door Opener, Garbage
Disposal, Hot Water Heater and Built In Appliance
	 	  
 Retail Installation Services Fees are market specific and
loaded in the SHO POS system.

		 	  
 Commission Rate:

 
 SHMC (through its Retail Installation Services unit) will pay 15% commission on the
Net Revenue (after cancellations) of the installation sale sold in SHO locations.
  
 Fee Basis is per Installation order sold – net of cancelled customer orders.
  

SHO receives a Sell Short chargeback at month end for installations sold below the set installation price at POS.
	 	  
 Commission Rate is 15% on the Net
Revenue

		 	  
 Take the Lead Program (Installation):

 
 SHMC will pay a commission to SHO from Installed Net Sales generated from the
qualified leads at SHO locations through the Take the Lead Program. “Installed Net Sales” are the total sales proceeds received from the homeowner on sold jobs that have been completed less allowances, cancellations and credit rejections
as settled by SHMC. The SHO (HTS owner) commission is 7.5% of Installed Net Sales and will be listed on Line 12 of their current commission statement. SHMC will pay SHO an additional 1% of installed Net Sales as a corporate
commission.
	 	


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	 3. Product Repair Service
  

SHMC will provide product repair services for Collect (customer paid) and In-Warranty repair customers via In-Home repairs, Carry-In repairs and repairs
at SHO locations.
  
 Home Services’ services include, and SHO’s
damaged rate covers: all costs incurred for each service event including:
  

All tech, management and support labor and all parts supply
  

All CCN services related to customer engagement and satisfaction
  

All parts sourcing and related management
  

All truck expense, including lease, maintenance, fuel and insurance
  

All Supply chain / distribution services related to parts
  

All Product Quality Management and Overhead expenses
  

All claims management services
  

All capital investment to support In Home and Carry-In Operations
  

Store Stock Repair Fees
  

SHMC will perform SHO (Outlet) Store Stock repairs at the rates listed below for each completed service call
	 	

  

							
	 Store Stock Repair Fees
	 
	
	 ON-SITE SERVICE COSTS
	   

		
	 Division
	  	Rate	 
	 HO
	  	 Div 3
	  	$	184.79	  
	 REC
	  	 Div 6
	  	$	144.31	  
	 HW
	  	 Div 9
	  	$	113.97	  
	 HA
	  	 Div 20
	  	$	113.30	  
	 HA
	  	 Div 22
	  	$	126.96	  
	 HA
	  	 Div 26
	  	$	130.15	  
	 WT
	  	 Div 32
	  	$	119.66	  
	 HC
	  	 Div 42
	  	$	118.21	  
	 RF
	  	 Div 46
	  	$	156.90	  
	 CE
	  	 Div 57
	  	$	63.75	  
	 LG
	  	 Div 71
	  	$	160.57	  


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	Service Order Transfer Fee (SOTF): is defined as the Carry-In service order transfer fee that reimburses the Store for the creation of the service order, material handling of
the customer’s product, and the collection and close of the service order at time of customer product pick-up.	 	Service Order Transfer Fee (SOTF) is $10.50 per service order.
		 	  
 Misdirect fee: is defined as incorrect or repair-ineligible
products that are sent to the Carry-In repair centers. Stores should refer to the Carry-In Brand & Product eligibility matrix before accepting customers’ products for repair.
	 	  
 Misdirect Fee is $40.00 per service
order.

		 	  
 Diagnostics fee: is defined as the minimum Carry-In service
fee to transport, diagnose, create customer estimate, and return the product back to the Store. Diagnostics fee will be applied to all customer service orders when repair services are declined by the customer.
	 	  
 Diagnostics Fee is $40.00 per service
order.

		 	  
 4. Service Contracts

 
 SHMC will continue to offer Sears Service Contracts to customers shopping in SHO
Stores.
  
 SHMC pays an acquisition fee to SHO for the sale of Sears
Protection agreements / Sears Purchase Protect agreements.
  
 Service
Contract Fee/Reimbursement Schedule:
  
 50% of Protection Agreement Sales
will be paid to SHO as a commission on all Service Contract sales. The 50% commission is calculated on the Net Revenue (after cancellations).
  

Fee Basis is per protection agreement or Sears Purchase Protect agreement sold – net of cancelled customer orders.

 
 This commission rate remains in place provided that SHMC remains the exclusive
provider for Service Contracts on all merchandise sold through SHO retail locations to SHO customers
	 	  
 Service Contract Fee is 50% of the Net Revenue from PA
Sales.



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	  
 Commissions to SHO’s Outlet business employees and HTS owners
are the responsibility of SHO.
  
 SHMC and SHO must review and agree before
any percentage adjustments are made to the commission paid to SHO employees and HTS owners.
	 	
		 	  
 5. Sears Parts Direct Services

 
 The Sears Parts Direct team will maintain and continue providing access to all SHO
dependent Parts Ordering Systems. These Services include but are not limited to:
  
 Sourcing, purchasing, shipping and handling of all Parts Orders.
  
 Providing sales and commissions files for all Parts Orders placed by SHO will be handled by sears.com or Parts Direct.
  

Parts Direct collects 100% of all shipping charges on customer part orders.

 
 SHMC and SHO must agree to any adjustments to the commission percentage paid to
SHO’s HTS owner.
  
 SHO earns a 33.5% commission on customer part
orders through Parts Direct of which the SHO (HTS owner) receives 25% commission. SHO assumes responsibility for resolving all SHO (HTS owner) commission payment disputes. SHMC and SHO require agreement before any adjustments are made to the
commission percentage paid to SHO (HTS owner).
	 	  
 Parts Direct Fees and Commissions:

 
 SHMC will pay SHO a 33.5% commission on customer part orders through Parts
Direct.

		 	  
 Bulk Part Orders are placed through the Sears Commercial
Parts account. The bulk order must meet a minimum purchase requirement of $400 to qualify for a 25% discount on the transaction and free ground shipping. Transactions less than $400 will not receive a discount or free shipping
consideration.
  
 All bulk transactions will be handled as a Commercial
Parts transaction and the Commercial return policy applies, with a $25 minimum to return, 25% restocking fee, 90 days to return. Authorization is required on all returns.

 
 SHO (HTS Ops) receives no financial consideration on bulk
transactions.
	 	
		 	  
 Store Charge is used to replace a missing or damaged part on a
Store display or to replace a missing or damaged part for a customer on a product purchased from the Store. The charges are absorbed by SHO at a cost of (Parts Direct Cost + 25%). Parts that are ordered via the Store Charge process are not
returnable unless damaged or defective. Damaged or defective parts will be replaced or refunded.
	 	


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

	  
 REAL ESTATE
	 		 	
	  
 Market Research
	 	  
 Mapping

 
 Off Shore Market Reviews (Excludes Outlets)
	 	  
 $100 per map

 
 No Charge

	  
 Estoppels
	 	  
 Estoppels
	 	  
 $1,000 per estoppel

	  
 Asset Management
	 	  
 Notice of Tenant Obligations
	 	  
 No Charge

	  
 Real Estate Transition
Services (mo-to-mo for up to 6 months)
	 	  
 Transition Services Package includes:

 
 Asset Management:

 

•      Lease Interpretation/Research

 

•      Enforcement of Landlord Developer Obligations

 

•      Notice of Tenant Obligations (SHO-owned or leased units
only)
  

•      Curing Defaults (Outlets only)

 

•      Resolving Signee Issues

 

•      Evaluating Landlord Requests for Changes for Approval

 

•      Negotiating Lease Renewals

 

•      Site Plan Reviews for Store Impact (Outlets only)

 
 Lease Administration:

 

•      Document Abstracting

 

•      System Maintenance for New Documents

 

•      Payment of Monthly Rent and Charges (HTS transition stores and Outlets
only)
  

•      Track Renewals (Hardware and Outlets only)

 
 Finance:

 

•      Prepare CAM Reconciliations (Outlets only)

 

•      Prepare SOAR Billings (Outlets only)
	 	  
 For Transition Services Package: $125 per unit per
month.
  
 (SHO may remove units from the Transition Services Package, as it
migrates those units to its own Real Estate Administration program. Removals will be effective the first day of the following month. SHO will give 14 days advance notice of removals.)

			
	 Store Rents
	 	Reimbursement for sub-leased stores and embedded Outlet units as agreed upon by the parties.	 	Separate Lease Agreements
			
	 Corporate Rent
	 	Headquarters space	 	Separate Lease Agreements


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

	 Licensed Businesses

 
	 		 	
	Licensed Business Hometown Stores	 	 Budget Truck & Car Rental
  

1 Contractual Obligations: Agreement permits Budget Truck and Budget Cars to establish independent License Agreements with SHO Hometown
Stores for the purpose of renting cars and trucks. Budget shall enter agreements directly with the SHO Store owners (Participation Agreements). Transactions are processed through Sears POS. Moving supplies are non-commissionable. SHMC will remit
100% of all cash, check, and Sears Card transactions back to Budget. Either party may terminate a location with 30 days notice.
  

2 Marketing Support: Budget is responsible for all marketing initiatives. Avis/ Budget group will frequently coordinate national marketing
campaigns through the Licensed Business Marketing Director. All local marketing initiatives are subject to SHMC approval.
  
 3 Operational Support: SHMC shall work with Budget’s performance managers as needed for any auditing processes and issues that arise. SHMC remains final authority on floor presentation
in each SHO Store. Changes to layout or signage must be approved by SHMC. SHMC will provide an account for the SHO Store owner to process the moving supplies funds (flow-thru account used for the sale of Budget supplies which are 100% reversed back
to the SHO Store during settlement). SHMC will allocate the 4’x4’ floor space, and must approve all signage.
	 	 Licensed Business Fees:
  

Budget pays SHMC 17% of gross sales, minus SHMC’s portion of BART charges once a month via check. SHMC pays 99% of the Budget payment to SHO,
retaining 1% as administrative fee. BART charges are allocated 30% to SHMC, and 70% to SHO. SHMC’s portion of BART charges cannot exceed $28.50 per month.

		 	  
 Travel Concepts

 
 1 Contractual Obligations: General contract maintenance (contract
renewals, insurance monitoring, location additions/deletions, etc). Support use of Sears POS and standard settlement processes (exception of special travel tax that is accessed in Puerto Rico which is processed on a weekly basis).

 
 2 Marketing Support: Travel Concepts is responsible for marketing
initiatives which are subject to SHMC Licensed Business Marketing Director’s approval.
  
 3 Operational Support: The SHMC Licensed Business Operation Team supports Licensee’s space and location requirements, in accordance with the License Agreement.
	 	  
 Licensed Business Fees:

 
 SHO to receive all licensed business royalty income except for 1% to be retained by
SHMC as administrative fee.



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

			
		 	 Miracle Ear
  

1 Contractual Obligations: General contract maintenance (contract renewals, insurance monitoring, location additions/deletions, etc).
Support use of Sears POS and standard settlement processes.
  
 2
Marketing Support: Miracle Ear is responsible for marketing initiatives which are subject to SHMC Licensed Business Marketing Director’s approval.
  

3 Operational Support: The Licensed Business Operation Team supports Licensee’s space and location requirements, in accordance with the
License Agreement.
	 	 Licensed Business Fees:
  

SHO to receive all licensed business royalty income except for 1% to be retained by SHMC as administrative fee.

	  
 Licensed Business Outlets

Stores
	 	  
 Budget Truck & Car Rental

 
 1 Contractual Obligations: Third & Fourth Amendments to Affiliation
Agreement between SHMC and Avis Budget Group permit the leasing of both cars and trucks
  
 2 Marketing Support: Budget is responsible for all marketing initiatives. Avis Budget group will frequently coordinate national marketing campaigns through the Licensed Business Marketing
Director. All local marketing initiatives are subject to SHMC’s approval.
  
 3 Operational Support: The Licensed Business Operation Team supports Licensee’s space and location requirements, in accordance with the License Agreement.
	 	  
 Licensed Business Fees:

 
 Fees for Outlet Stores shall be 6% of net sales. SHO to receive 99% of Fees;
SHMC to retain 1% of Fees as administrative fee.

		 	  
 Universal Vending

 
 1 Contractual Obligations: General contract maintenance (contract
renewals, insurance monitoring, location additions/deletions, etc). Support use of Sears non-POS settlement processes.
  
 2 Marketing Support: NA
  
 3 Operational Support: Location of Vending Machines are coordinated and supported by Licensed Business Operations Team in accordance with the License Agreement.
	 	  
 Licensed Business Fees:

 
 SHO to receive all licensed business commission income except for 1% to be retained
by SHMC as administrative fee.

	  
 Licensed Business Hardware
Stores
	 	  
 CPI (Portrait Studios)

 
 1 Contractual Obligations: General contract maintenance (contract
renewals, insurance monitoring, location additions/deletions, etc). Support use of SHMC’s Off-Premise Reporting process and settlement processes.
  

2 Marketing Support: CPI is responsible for its marketing initiatives and subject to SHMC Licensed Business Marketing Director’s
approval
	 	  
 Licensed Business Fees:

 
 SHO to receive all licensed business royalty income except for 1% to be retained by
SHMC as administrative fee.



  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	  
 3 Operational Support: The Licensed Business
Operation Team supports Licensee’s space and location requirements, in accordance with the License Agreement.
	 	
	  
 New Licensed Businesses
Opportunities
	 	  
 New Business Opportunities

 

•       All new businesses opportunities will be brought to SHO for
review.
  

•       The SHMC Licensed Business Team will explore, create and develop
business opportunities that fit and complement the new company customer.
	 	  
 Licensed Business Fees:

 
 Any cost incurred in the business development activities will be included in the
revenue share of the business.

	  
 SEARS DE PUERTO RICO (SDPR)
	 	  

•       Marketing / Promotional Planning –

  

•   SHO will be included along with PR FLS in all activities associated with the marketing,
advertising signing and vendor relations associated with the Marketing/Promotional process. This includes, but is not limited to all print, electronic, digital and outdoor advertising and public relations.

 
 •   SHO will
participate, along with PR FLS in all monthly sales planning meetings (MSP meetings).
  
	 	  
 1% of SHO sales revenue in Puerto Rico

		 	 •       Finance

 
 •   SHMC will handle
governments tax related issues involving SHO such as:
  
 •    new SHO stores sales tax registration
  

•    annual gross receipt tax returns

 
 •    annual
personal property tax returns
  

•    Treasury Dept. information requests.

 
	 	 As requested
 Billed at
Cost

		 	 •       Miscellaneous

 
 •   SHMC will handle
Department of Consumer Affairs notifications and stores fines in coordination with SHO.
  
	 	No Charge
		 	 •       Merchandising/Assorting /Inventory
–
  

•   Select all merchandise for SHO locations in Puerto Rico

 
 •   Maintain
pre-determined inventory levels of merchandise appropriate to maximize promotions and drive sales increases
  

•   Support inventory requirements for each new store in Puerto Rico

 
 •   Provide regular
updates with inventory status, significant changes, forecasts
  
 •   Review SHMC and SDPR promotional inventory to ensure that SHO is included in all events
	 	


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	  

•      Maintain all merchandising systems with current status
identification
  

•      Include SHO in all seasonal / promotional buys both from SHMC mainland
and SPDR specific purchases
  

•      Maintain all prices for SHO locations in Puerto Rico

 

•      Maintain all POG’s for SHO locations in Puerto Rico

 

•      Partner with and provide SHO the opportunity/ability to add special one
time buys for SHO locations
  

•      Participate in monthly updates with SHO to review current merchandising
performance and upcoming events
  

•      All subsidy collected by SDPR will be allocated based on SHO balance of
sales, not inclusive of Outlet merchandise sales, to SHO
  
 •      SDPR will include SHO in key meetings and vendor discussions
  

•      SDPR and SHO will notify each other of strategic changes with vendors
or direction in promotional activity in order to avoid potential issues before they are created
  

•      SHO and SDPR will share with each other any business information that
could be used to leverage additional sales/margins with the Sears stores in Puerto Rico
  

•      SDPR will support SHO with any key strategic initiatives by providing
any available data, research or insights that could assist in executing such key strategies
  

•      SHO will share key strategic initiatives with SDPR leadership on a
regular basis
	 	


  

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Appendix 1.01-A 
  


					
	 Service or Business Area
	 	 Services
	 	 Fees

		 	  

•      Logistics

 

•      Provide all logistics support for shipments of merchandise to and from
SHO locations in Puerto Rico
  

•      Pricing / rates for Logistics services will be consistent with SHC
rates for non SHO location in Puerto Rico
  
 •      Any rate changes will be reviewed with SHO 60 days prior to implementation, and be consistent with SHC rate changes

 

•      Provide all logistics support for the delivery of merchandise to
Customers sold via Home Delivery
  

•      Any rate changes will be reviewed with SHO 60 days prior to
implementation, and be consistent with SHMC rate changes
  
 •      Provide all logistics support necessary to complete store or customer generated RORs

 

•      ROR process in Puerto Rico, including transfer rates, will be
consistent with SHMC mainland processes and rates
	 	


  

Appendix 1.01-A Page A - 78 








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EXHIBITS TO APPENDIX 1.01-A TO THE SERVICES AGREEMENT 
 APPENDIX 1.01-B 
 APPENDIX 1.10 








 Execution Copy 

ONLINE SERVICES 
  

 OBU Project Outline 

 

							
	Requesting Business Unit:	  	Sears Outlet	  	Requestor:	  	Beau Warren

  

			
	Project Name:	  	Sears Outlet: Retainer Services Agreement – 15311
	WorkLenz ID:	  	15311

  

	1	Statement of Work 

  

	1.1	Project Description 

 The OBU will provide
design, development, project management, QA and Support services for the evolution and maintenance of the Sears Outlet platform. The aim of this understanding is to provide a basis for close co-operation between the Sears Outlet Organization and the
Online Business Unit (OBU) in support of Sears Outlet and supporting functionality, but does not address promotions, marketing or related capabilities thereby ensuring a timely and efficient support service is available. 

Objectives of Service Level Provision 
  

	 	1.	To define the service structure and associated resources allocated to support the Sears Outlet business needs. 


 

	 	2.	To provide a common understanding of service requirements/capabilities 

  

	 	3.	To define the cost structure associated with the service level provision with the intent to achieve a price/value relationship that exceeds what can be managed/sourced
via competitive bid from outside SHC vendor/partners. 

  

	 	4.	To define the commencement of the understanding, its initial term and the provision for change required throughout the lifecycle of the understanding.


  

	1.2	Team 

 The OBU will provide both dedicated
and shared resources based on and offshore to drive and support Sears Outlet development. 
 The current and proposed team and timing can be
found in Appendix A for a full listing of all the roles working on Outlet projects as well as Appendix B that will highlight the ramp-up 

  
  

Sears Holdings Corporation – Confidential and Proprietary Information 

EXHIBIT 1 TO APPENDIX 1.01-A 
 – 2 – 









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ONLINE SERVICES 
  


	 	•	 	 Hiring and Recruiting: OBU is solely responsible for recruiting resources including compensation, bonus etc. However, OBU will work closely with
Sears Outlet to manage their requirements for specific skills. OBU is solely responsible for determining use of full time employees and/or contract resources. 



 

	 	•	 	 Performance Management: On unsatisfactory resource performance, Sears Outlet will provide in writing the resource name and examples of poor
performance. There after OBU will determine how to handle resource issues (e.g. coaching, performance improvement plan, reallocate tasks/roles, interchange resources, etc.) 



 

	 	•	 	 Resource Replacement and backfill: Online will attempt within commercially reasonable effort to backfill departing team members. OBU will
continue to meet deliverable deadlines by adding temporary resources, working overtime, or other implementing other contingencies. 


  

	 	•	 	 Team Location: Dedicated resources will be based either at Hoffman Estate or offsite. 



 

	 	•	 	 Temporary Resources: additional temporary resources may be added to augment team and/or meet specific skill set needs. This work will be quoted
and contracted separately. 



  
  

Sears Holdings Corporation – Confidential and Proprietary Information 

EXHIBIT 1 TO APPENDIX 1.01-A 
 – 3 – 









 Execution Copy 

ONLINE SERVICES 
  


	2	Project Costs & Timeline

  

	2.1	Project Costs

 Outlet 2012 Engineering
& Ux – Budget / Exec Summary 
 Cost Category 

 

					
	 	  	Amount (in $)	 
	 Labor
	  	$	3,110,375	  
	 OBU
	  	$	3,072,680	  
	 Ux
	  	$	450,667	  
	 Onshore
	  	$	1,560,693	  
	 Offshore
	  	$	1,061,320	  
	 Infosys
	  	$	383,292	  
		  	  
	  
	 
		
	 Total Labor
	  	$	3,455,972	  
		  	  
	  
	 
		
	 Total Labor Bill (at 10% Discount)
	  	$	3,110,375	  
		  	  
	  
	 
		
	 Other Expenses
	  	$	47,000	  
	 Site Hosting & Support
	  	$	169,000	  
	 Site Hosting & Support (after $122K Discount)
	  	$	47,000	  
		
	 Hardware and Software – Purchase and Install
	  	 	TBD	  
		
	 Total Bill – (Labor & Other Expenses) – To Outlet BU
	  	$	3,157,375	  
		  	  
	  
	 

 Budget Basis and Key Assumptions: 

 

	•	 	 Includes Labor for Core Outlet – Engineering & Ux Delivery Team Only 



Assumes the Core Team is ramped up slowly to full staffing level proposed and not a 100% ramp up right from Day 1 of FY 2012 

 

	•	 	 Doesn’t include 


  

	 	•	 	 New Infrastructure (h/w & Software planned for 2012) 



 

	 	•	 	 Delivery work from OBU (Outside of Core Team, I&TG or other SHC resources) 



  
  

Sears Holdings Corporation – Confidential and Proprietary Information 

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		  	**Each month, chargeback will occur according to the below cost
	Monthly Cost	  	table. This cost could increase or decrease depending on ramp-up
		  	and availability of resources targeted for that planned month.

  

																																																					
	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sept	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Jan	 	 	Feb	 
	 Monthly Labor Bill – To Outlet BU
	 	$	184,204.80	  	 	$	217,900.80	  	 	$	279,442.80	  	 	$	255,309.60	  	 	$	255,309.60	  	 	$	255,309.60	  	 	$	269,349.60	  	 	$	269,349.60	  	 	$	269,349.60	  	 	$	284,949.60	  	 	$	284,949.60	  	 	$	284,949.60	  	 	$	3,110,374.80	  
	 Other Expenses
	 				 				 				 				 				 				 				 				 				 				 				 				 			
	 Site Hosting
	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	14,083.33	  	 	$	169,000.00	  
	 Site Hosting
	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(10,166.67	) 	 	$	(122,000.00	) 
	 New Environment Hdw & SW Cost
	 				 				 				 				 				 				 				 				 				 				 				 				 			
	 (Labor and Other Expenses) – To Outlet BU
	 	$	188,121.47	  	 	$	221,817.47	  	 	$	283,359.47	  	 	$	259,226.27	  	 	$	259,226.27	  	 	$	259,226.27	  	 	$	273,266.27	  	 	$	273,266.27	  	 	$	273,266.27	  	 	$	288,866.27	  	 	$	288,866.27	  	 	$	288,866.27	  	 	$	3,157,374.80	  

  

	**	SEE APPENDIX A: Team Size – Roles 


	**	SEE APPENDIX B: Ramp-up Schedule

 Cost
Review 
  

			
	OBU Product Lead:	  	Dan Bernstein
	OBU Business Lead:	  	Matt Guardiola

  

	2.2	Term and Termination 

  

	 	•	 	 Contract is in effect from February 1st, 2012 through January 31st, 2013. 



 

	 	•	 	 After January 31st, 2013, contract will renew monthly unless a new contract or extension is put in place. 



 

	 	•	 	 Contract may be terminated at any time with 90 day written notice. 



 

	 	•	 	 Upon termination, OBU will release and/or redeploy team resources 



 

	 	•	 	 Project costs may be evaluated and adjusted from time-to-time as necessary with mutual agreement from OBU and Sears Outlet.



  

	3	Funding and Chargeback

 Please provide
signatures and chargeback information below. No development will begin without acceptance and approval of Project Costs. 
  

			
	Unit # (Peoplesoft Ledger-5 digit numerical):	  	58479
	Account # (5 digit numerical):	  	54612


  
  

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 Payment Terms. Upon signing, OBU will charge Holding Company on monthly basis via SOAR allocation
to the Unit/Account number provided above. 
 Expenses. Pricing does not include image royalty or software licensing, if applicable. All
third party costs are estimates. Third party expenses will be billed and paid by Requesting Business Unit at cost. 
 Signature constitutes
agreement to pay the above Total Cost, to be charged to the Unit and Account numbers provided. Project Delivery Date will be confirmed upon completion and approval of functional wireframes. Any functional, design or technical requests in addition to
the work described in the attached PRD may result in increased costs, project delay, or both, and shall be requested via submittal of a new Business Intake Request & Funding Form. 

 

							
	 Sign-off:
	  	 Name
	  	 Title
	  	 Signature

	BU Requestor	  	Beau Warren	  	Director, E-commerce Sears Outlet	  	
	BU Approval	  	J.J. Ethridge	  	VP/GM Sears Outlet	  	

 Corporate Finance Approval Limits:
 Manager up to $100,000
 Director up to $250,000

DVP up to $500,000 
 VP up to $750,000

SVP or direct report to CFO up to $999,999

  
  

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ONLINE SERVICES 
  

 APPENDIX A:
 Team Structure
 Sears Outlet.com – 2012 Engineering & Ux Team

  

																									
	 Role
	  	Onshore	 	  	Offshore	 	  	Total	 
	 	  	SHC	 	  	SHI	 	  	Infosys	 	  	SHI	 	  	Infosys	 	  	 	 
	 Dir (Engg)
	  	 	0.2	  	  				  				  				  				  	 	0.2	  
	 Del Mgr (DM)
	  	 	0.5	  	  				  				  	 	0.5	  	  				  	 	1	  
	 Proj Mgr (PM)
	  	 	1	  	  	 	1	  	  				  	 	1	  	  				  	 	3	  
	 Bus Analyst (BA)
	  	 	1	  	  				  				  	 	1	  	  				  	 	2	  
	 Dev Lead
	  	 	2	  	  	 	1	  	  				  	 	1	  	  				  	 	4	  
	 Dev (FED)
	  				  				  				  	 	1	  	  				  	 	1	  
	 Dev (BED)
	  	 	2	  	  				  				  	 	7	  	  				  	 	9	  
	 QA (Lead)
	  	 	1	  	  				  				  				  				  	 	1	  
	 QA
	  				  				  				  	 	2	  	  				  	 	2	  
							
	 Architect
	  	 	1	  	  				  				  				  				  	 	1	  
	 Performance Engr
	  	 	0.25	  	  				  				  				  				  	 	0.25	  
	 Middleware Engr
	  				  				  				  	 	0.25	  	  				  	 	0.25	  
	 DBA
	  				  				  				  	 	0.25	  	  				  	 	0.25	  
	 Infra Engr
	  				  				  				  				  				  	 	0	  
							
	 Acct Mgr
	  	 	0.25	  	  				  				  				  				  	 	0.25	  
							
	 UxA – Proj Mgr
	  	 	0.25	  	  				  				  				  				  	 	0.25	  
	 Ux A (IA)
	  	 	1	  	  				  				  				  				  	 	1	  
	 Ux – Design/Creative
	  	 	0.5	  	  				  				  				  				  	 	0.5	  
	 Ux – FED
	  	 	1	  	  				  				  				  				  	 	1	  
							
	 OMS – Proj Mgr
	  	 	—  	  	  				  				  				  				  	 	0	  
	 OMS – Dev
	  				  				  	 	1	  	  				  	 	1	  	  	 	2	  
							
		  	 	11.95	  	  	 	2	  	  	 	1	  	  	 	14	  	  	 	1	  	  			
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 
	 Total Team Size
	  				  				  	 	29.95	  	  				  				  	 	29.95	  
		  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 	  	  
	  
	 


  
  

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 Appendix B: 
 Ramp up Schedule
  

																											
	 Team
	 	Onshore/
Offshore	 	Feb	 	Mar	 	Apr	 	May	 	Jun	 	Jul	 	Aug	 	Sep	 	Oct	 	Nov	 	Dec	 	Jan
	 Labor
	 		 		 		 		 		 		 		 		 		 		 		 		 	
														
	 OBU
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	 Director (Engg)
	 	Onshore	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20	 	0.20
	 Delivery Mgr
	 	Onshore	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5
	 Project Mgr
	 	Onshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 BA
	 	Onshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Dev lead
	 	Onshore	 	1.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0
	 Dev (BED)
	 	Onshore	 		 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0
	 QA (Lead)
	 	Onshore	 		 		 		 		 		 		 		 		 		 	1.0	 	1.0	 	1.0
														
	 Architect
	 	Onshore	 		 		 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Performance Engr
	 	Onshore	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25
	 Infra Engr
	 	Onshore	 		 		 		 		 		 		 		 		 		 		 		 	
														
	 Acct Mgr
	 	Onshore	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25
														
	 UxA – Proj Mgr
	 	Onshore	 	0.50	 	0.50	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25
	 Ux A (IA)
	 	Onshore	 		 		 	1.00	 	1.00	 	1.00	 	1.00	 	1.00	 	1.00	 	1.00	 	1.00	 	1.00	 	1.00
	 Ux – Design/Creative
	 	Onshore	 		 		 	0.50	 	0.50	 	0.50	 	0.50	 	0.50	 	0.50	 	0.50	 	0.50	 	0.50	 	0.50
	 Ux – FED
	 	Onshore	 		 		 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
														
	 OMS – Proj Mgr
	 	Onshore	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0	 	0.0
														
	 Head Count (OBU Only)
	 		 	4.7	 	6.7	 	10.0	 	10.0	 	10.0	 	10.0	 	11.0	 	11.0	 	11.0	 	12.0	 	12.0	 	12.0
														
	 SHI
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	 Delivery Mgr
	 	Offshore	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5	 	0.5
	 Project Mgr
	 	Onshore	 		 		 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Project Mgr
	 	Offshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 BA
	 	Offshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Dev lead
	 	Onshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Dev lead
	 	Offshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Dev (FED)
	 	Offshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 Dev (BED)
	 	Offshore	 	5.0	 	6.0	 	6.0	 	7.0	 	7.0	 	7.0	 	7.0	 	7.0	 	7.0	 	7.0	 	7.0	 	7.0
	 QA
	 	Offshore	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0
	 Middleware Engr
	 	Offshore	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25
	 DBA
	 	Offshore	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25	 	0.25
														
	 Head Count (SHI Only)
	 		 	13.0	 	14.0	 	15.0	 	16.0	 	16.0	 	16.0	 	16.0	 	16.0	 	16.0	 	16.0	 	16.0	 	16.0
														
	 Infosys
	 		 		 		 		 		 		 		 		 		 		 		 		 	
	 Outlet Dev
	 	Onshore	 	2.0	 	2.0	 	2.0	 		 		 		 		 		 		 		 		 	
	 Outlet Dev
	 	Offshore	 	2.0	 	2.0	 	2.0	 		 		 		 		 		 		 		 		 	
														
	 OMS – Dev
	 	Onshore	 		 		 		 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
	 OMS – Dev
	 	Offshore	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0	 	1.0
														
	 Head Count (Infosys Only)
	 		 	5.0	 	5.0	 	5.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0	 	2.0
														
	 Head Count (TOTAL)
	 		 	22.70	 	25.70	 	29.95	 	27.95	 	27.95	 	27.95	 	28.95	 	28.95	 	28.95	 	29.95	 	29.95	 	29.95


  
  

Sears Holdings Corporation – Confidential and Proprietary Information 

EXHIBIT 1 TO APPENDIX 1.01-A 
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 Execution Copy 

ONLINE SERVICES 
  

 Sears.com & Kmart.com Display Ad Rate Card - 2012 

 

																									
	 	  	Vertical Page	  	Category Page
	 Vertical
	  	CPM	 	  	Medium Rectangle	  	CPM	 	  	Leaderboard	  	CPM	 	  	Medium Rectangle	  	CPM	 	  	Leaderboard
	 Appliances
	  	$	13	  	  	300x250	  	$	7	  	  	728x90	  	$	16	  	  	300x250	  	$	8	  	  	728x90
	 Automotive & Tires
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	726x90
	 Baby
	  	$	12	  	  	300x25	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Beauty
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Bed & Bath
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Books & Magazines
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Clothing
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Electronics & Computers
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728X90
	 Fitness & Sports
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Food & Grocery
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728X90
	 For the Home
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Gift Registry
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Gifts
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728X90
	 Health & Wellness
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Jewelry
	  	$	14	  	  	300x250	  	$	7	  	  	728x90	  	$	17	  	  	300x250	  	$	8	  	  	728x90
	 Lawn & Garden
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728X90
	 Movies Music & Gaming
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Outdoor Living
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 PartsDlrect Parts
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Pet Supplies
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Shoes
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Sports Fan Shop
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Tools
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 TOYS & Games
	  	$	12	  	  	300x250	  	$	7	  	  	728x90	  	$	15	  	  	300x250	  	$	8	  	  	728x90
	 Run of Site
	  	$	7	  	  	300x250	  	$	5	  	  	728x90	  	$	7	  	  	300x250	  	$	5	  	  	728x90
									
	 Homepage
	  	$	10	  	  	300x250	  	$	6	  	  	728x90	  	 	—  	  	  	—	  	$	9	  	  	Non Std


  
  

EXHIBIT 1 TO APPENDIX 1.01-A 
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 Execution Copy 

2012 LOGISTICS RATES 
  


					
	FIXED HANDLING BILLING	  	Monthly
Billing Rate	 
		
	 Hardware
	  	$	 269,594	  
	 Hometown
	  	 	903,140	  
	 Outlet
	  	 	10,915	  
		  	  
	  
	 
	 Total
	  	$	1,183,649	  

  

																											
	VARIABLE HANDLING BILLING	 	Charge based upon carton disbursement volume and rate by flow path and size/division	   
								
	RRC Variable Handling Rates	 	Flowpath	  	Metric	 	  	Small	 	  	Medium	 	  	Large	 	  	X-Large	 	  	Per Pick	 
		 	 ACD
	  	 	Case	  	  	$	0.17	  	  	$	0.17	  	  	$	0.17	  	  	$	0.17	  	  	$	 —  	  
		 	 EMP
	  	 	Case	  	  	 	0.57	  	  	 	0.58	  	  	 	0.68	  	  	 	0.99	  	  	 	—  	  
		 	 Stock Case
	  	 	Case	  	  	 	0.30	  	  	 	0.33	  	  	 	0.64	  	  	 	1.62	  	  	 	—  	  
		 	 Stock Case NonCon
	  	 	Case	  	  	 	1.08	  	  	 	1.11	  	  	 	1.35	  	  	 	2.11	  	  	 	—  	  
		 	 Stock Repack Each
	  	 	Case	  	  	 	0.63	  	  	 	0.66	  	  	 	0.86	  	  	 	1.53	  	  	 	0.13	  
		 	 Stock Repack Inner
	  	 	Case	  	  	 	0.63	  	  	 	0.66	  	  	 	0.86	  	  	 	1.53	  	  	 	0.13	  
		 	 Stock Double Break
	  	 	Case	  	  	 	1.29	  	  	 	1.32	  	  	 	1.53	  	  	 	2.19	  	  	 	0.13	  
		 	 Stock Repack Case
	  	 	Case	  	  	 	0.41	  	  	 	0.43	  	  	 	0.64	  	  	 	1.31	  	  	 	0.13	  
		 	 Auto Case
	  	 	Case	  	  	 	1.43	  	  	 	1.43	  	  	 	1.43	  	  	 	1.43	  	  	 	—  	  
		 	 Game Domain Case
	  	 	Case	  	  	 	0.96	  	  	 	0.96	  	  	 	0.96	  	  	 	0.96	  	  	 	—  	  
		 	 Game Domain Repack
	  	 	Case	  	  	$	0.72	  	  	$	0.72	  	  	$	0.72	  	  	$	0.72	  	  	$	0.11	  
								
	 DDC Variable Handling Rates
	 		  				  				  				  				  				  			
	 	 	 	  	 	 	  	 	 	  	 	 	  	Accessories	 	  	Accessories	 	  	 	 
	 	 	Billpath	  	Metric	 	  	B2S	 	  	MDO	 	  	B2S	 	  	MDO	 	  	 	 
		 	 Fridge & Freezer
	  	 	Each	  	  	$	2.45	  	  	$	2.23	  	  	$	0.18	  	  	$	0.16	  	  			
		 	 Dishwasher
	  	 	Each	  	  	 	1.90	  	  	 	1.67	  	  	 	0.18	  	  	 	0.16	  	  			
		 	 Laundry
	  	 	Each	  	  	 	1.74	  	  	 	1.51	  	  	 	0.18	  	  	 	0.16	  	  			
		 	 Tractors
	  	 	Each	  	  	 	2.62	  	  	 	2.39	  	  	 	0.18	  	  	 	0.16	  	  			
		 	 Microwaves
	  	 	Each	  	  	 	1.86	  	  	 	1.64	  	  	 	0.18	  	  	 	0.16	  	  			
		 	 Other Divisions
	  	 	Each	  	  	 	1.78	  	  	 	1.55	  	  	 	0.18	  	  	 	0.16	  	  			
		 	 Range
	  	 	Each	  	  	 	2.02	  	  	 	1.79	  	  	 	0.18	  	  	 	0.16	  	  			
		 	 TVs
	  	 	Each	  	  	 	1.63	  	  	 	1.40	  	  	 	0.18	  	  	 	0.16	  	  			
								
	RDC Variable Handling Rates	 	Flowpath	  	Metric	 	  	Small	 	  	Medium	 	  	Large	 	  	X-Large	 	  	Per Pick	 
		 	 ACD
	  	 	Case	  	  	$	0.10	  	  	$	0.10	  	  	$	0.10	  	  	$	0.10	  	  	$	—  	  
		 	 Flow Pallet NonCon
	  	 	Case	  	  	 	5.45	  	  	 	5.45	  	  	 	5.45	  	  	 	5.45	  	  	 	—  	  
		 	 Stock Pallet NonCon
	  	 	Case	  	  	 	7.40	  	  	 	7.40	  	  	 	7.40	  	  	 	7.40	  	  	 	—  	  
		 	 Flow Case
	  	 	Case	  	  	 	0.28	  	  	 	0.30	  	  	 	0.37	  	  	 	0.73	  	  	 	—  	  
		 	 Flow NonCon
	  	 	Case	  	  	 	0.20	  	  	 	0.22	  	  	 	0.33	  	  	 	0.89	  	  	 	—  	  
		 	 Stock Case
	  	 	Case	  	  	 	0.29	  	  	 	0.32	  	  	 	0.47	  	  	 	1.24	  	  	 	—  	  
		 	 Stock Repack Each
	  	 	Case	  	  	 	0.64	  	  	 	0.65	  	  	 	0.72	  	  	 	1.09	  	  	 	0.13	  
		 	 Stock Repack Inner
	  	 	Case	  	  	 	0.64	  	  	 	0.65	  	  	 	0.72	  	  	 	1.09	  	  	 	0.13	  
		 	 Stock Double Break
	  	 	Case	  	  	 	2.73	  	  	 	2.75	  	  	 	2.82	  	  	 	3.18	  	  	 	0.13	  
		 	 Stock Case NonCon
	  	 	Case	  	  	 	0.53	  	  	 	0.57	  	  	 	0.73	  	  	 	1.62	  	  	 	—  	  
								
	RSC Variable Handling Rates	 	Flowpath	  	Metric	 	  	Small	 	  	Medium	 	  	Large	 	  	X-Large	 	  	Per Pick	 
		 	 ACD
	  	 	Case	  	  	$	0.12	  	  	$	0.12	  	  	$	0.12	  	  	$	0.12	  	  	$	—  	  
		 	 Stock Case
	  	 	Case	  	  	$	0.33	  	  	$	0.35	  	  	$	0.40	  	  	$	0.54	  	  	$	—  	  
		 	 Stock Repack Each
	  	 	Case	  	  	$	0.85	  	  	$	0.90	  	  	$	1.00	  	  	$	1.31	  	  	$	0.21	  
		 	 Stock Repack Inner
	  	 	Case	  	  	$	0.85	  	  	$	0.90	  	  	$	1.00	  	  	$	1.31	  	  	$	0.21	  
		 	 Stock Double Break
	  	 	Case	  	  	$	1.03	  	  	$	1.85	  	  	$	1.95	  	  	$	5.48	  	  	$	0.21	  
		 	 Stock Case NonCon
	  	 	Case	  	  	$	0.77	  	  	$	0.83	  	  	$	0.94	  	  	$	1.30	  	  	$	—  	  

 STORAGE BILLING 
  

							
	 RRC Storage Rate
	  	$	0.27	  	  	per cubic foot per month
	 DDC Storage Rate
	  	$	1.42	  	  	per square foot per month
	 RDC Storage Rate
	  	$	0.28	  	  	per cubic foot per month
	 RSC Storage Rate
	  	$	0.62	  	  	per cubic foot per month


  
 Exhibit 2 to
Appendix 1.01-A 









 Execution Copy 

2012 LOGISTICS RATES 
  

 CRC BILLING 
  

							
	 CRC Handling Rate
	  				 	
	 Hardware
	  	$	0.405	  	 	per scan charge
	 Hometown
	  	$	0.405	  	 	per scan charge
	 Outlet
	  	$	0.405	  	 	per scan charge
			
	 CRC Transportation Rate
	  				 	
	 Hardware
	  	$	0.240	  	 	per cubic foot calculated at the division level
	 Hometown
	  	$	0.240	  	 	per cubic foot calculated at the division level
	 Outlet
	  	$	0.240	  	 	per cubic foot calculated at the division level
			
	 CRC Supplies & Other Rate
	  				 	
	 Hardware
	  	$	0.077	  	 	per scan charge
	 Hometown
	  	$	0.077	  	 	per scan charge
	 Outlet
	  	$	0.077	  	 	per scan charge
			
	 CRC Revenue
	  				 	
	 Hardware
	  				 	salvage revenue recovery rate with 3rd Party by division
	 Hometown
	  				 	salvage revenue recovery rate with 3rd Party by division
	 Outlet
	  				 	salvage revenue recovery rate with 3rd Party by division
			
	 CRC Freight & Handling Credit
	  	 	10	% 	 	handling credit rate
			
	OTHER	  				 	
			
	 Space Management
	  	$	38.50/hour	  	 	
			
	 Inventory Management
	  	$	10,070 / month	  	 	
		
	 Billing Adjustment
	  	 	Quarterly true up of actual logistics expense performed.

 Logistics Overhead Billing Rate 

 

																																																	
	 	 	Feb	 	 	Mar	 	 	Apr	 	 	May	 	 	Jun	 	 	Jul	 	 	Aug	 	 	Sep	 	 	Oct	 	 	Nov	 	 	Dec	 	 	Jan	 
	 Hometown
	 	 	86,511	  	 	 	121,517	  	 	 	103,689	  	 	 	78,032	  	 	 	76,951	  	 	 	73,050	  	 	 	70,063	  	 	 	68,687	  	 	 	68,821	  	 	 	69,415	  	 	 	76,294	  	 	 	82,082	  
	 Hardware
	 	 	21,914	  	 	 	38,325	  	 	 	42,771	  	 	 	25,075	  	 	 	22,920	  	 	 	20,681	  	 	 	20,443	  	 	 	20,690	  	 	 	18,498	  	 	 	19,444	  	 	 	21,057	  	 	 	26,292	  
	 Outlet
	 	 	1,048	  	 	 	1,814	  	 	 	917	  	 	 	929	  	 	 	1,045	  	 	 	688	  	 	 	754	  	 	 	823	  	 	 	1,001	  	 	 	766	  	 	 	685	  	 	 	838	  


  
 Exhibit 2
to Appendix 1.01-A 
 Exhibit 2 to Appendix 1.01-A 

Ex. 2 – Page 2 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO

 
  

 OVERVIEW 
  

			
	 




	 	HMC (currently through its I&TG Business Unit (at times referred to as “I&TG”)) will perform services, upon request of
SHO.
	 

 The following defines the scope of I&TG Services, and deliverables that SHMC will provide to
SHO, and will:
  

	 	1.	Help enable SHO to understand the technology levers it has available to maximize performance for better decision making. 


 

	 	2.	Provide the framework to conduct business together. 

  

	 	3.	Create a simple methodology for understanding demand and consumption of technology services delivery. 


 

	 	4.	Clarify key roles and responsibilities that contribute to the Parties’ joint governance and resulting success. 


 

	 	5.	Employ a structure to minimize post-agreement tracking and administrative support. 


 

	 	6.	Enable service data collection to feed financial reporting for SHO in a mechanized manner. 


 

	 	7.	Describe I&TG Services and outline SHMC’s engagement model to proactively bring SHO new products and services to help improve performance.


 As a supplier of Technology Services, SHMC is responsible for understanding how technology can promote more
competitive business models, for delivering planned and budgeted business solutions and serving as service management consultants to SHO by entering into agreements and managing relationships with outside service providers as needed. SHO
is responsible for defining its business processes, needs and requirements in support of stated business objectives; quantifying the value impact of its Service Requests, and providing business insight and review/approvals required
during scoping, planning, design and delivery of its business solutions. 
 The Parties must work in close collaboration so
that I&TG can deliver business solutions to meet SHO needs. SHMC will review the currency of infrastructure and applications supporting technology on an ongoing basis and recommend, in SHMC’s discretion, that SHO consider adoption
of new, more efficient automation methods. 
 To help confirm alignment on service delivery goals, SHMC will implement a SHO
Technology Leader role to better lead efforts in collaboration with the SHO team to effectively:
  

	 	•	 	 Identify business process pain points 


  

	 	•	 	 Conduct needs assessments and requirements definition 



 

	 	•	 	 Scope and plan Request for Services (RFS) 


  

	 	•	 	 Monitor Service Delivery 



  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

EXHIBIT 3 TO APPENDIX 1.01-A 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  


	 	•	 	 Gain key input from all SHO and SHMC stakeholders to help confirm alignment on priorities and delivery of business solutions



 The SHO Technology Leader role (described below) is paramount to coordinating the Parties’
joint delivery of value. The Request-for-Services (RFS) process, managed through the I&TG Project Management Organization (“PMO”), takes the I&TG Services and manifests it in specific timelines, skill-sets, pricing,
and milestones linked to each Service Request and gives the Parties joint transparency on costs, effort, risk, and solution delivery. 

CLIENT SERVICE MINDSET 
 SHMC’S
I&TG STRATEGY 
  

			
	 




	 	he strategy for I&TG focuses on 4 areas that will help drive value creation for SHO by improving SHMC’s ability to assist SHO with technology innovation and service
delivery.


 



	 	1.	Business Model 

  

	 	A.	Product and service offerings defined 

  

	 	B.	Usage and billing processes documented 

  

	 	C.	Project lifecycle revamped and refined 

  

	 	2.	Organization and Talent 

  

	 	A.	Technology leaders engaged with SHO Personnel 

  

	 	B.	Development and operation teams re-aligned 

  

	 	3.	Financials 


	 	A.	Market rates for services 

  

	 	B.	Usage-driven chargeback for both development and support Services 

  

	 	C.	Greater transparency and choice for SHO 

  

	 	4.	Strategic Initiatives 

  

	 	A.	Improve the customer and associate digital experience 

  

	 	B.	Increase the flexibility, agility, and capabilities of SHMC’s retail systems 


 

	 	C.	Modernize SHMC’s technology infrastructure




  
 



 

 

 
  

SHMC classifies the I&TG Services into 2 major categories: Technology Services and Operational Services. 

 

					
	



	  	



	  	Service revenues for custom technology services and projects (technical advisory, business process engineering, solution design, build and deliver)
	  	  
 




	  	  
 Usage revenues from operational services currently used by our
customers (integrated retail, merchant & sourcing intelligence, pricing & marketing, supply chain, remote customer support and infrastructure)


  

  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 1 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 SHO TECHNOLOGY ENGAGEMENT
 In order to align more closely, SHMC created a key role within the SHO Technology Engagement function; that of the SHO Technology Lead. The mission of the SHO Technology Lead is the official, though
not single, point of interface between SHO and SHMC to facilitate delivery of business solutions and value creation on a timely basis. 
 To do this, the SHO Technology Lead will:
  

	 	1.	Assist SHO in properly documenting business processes & requirements. 


 

	 	2.	Help business teams create needs assessments and business cases in support of business solutions. 


 

	 	3.	Facilitate all phases of the systems delivery lifecycle to help ensure that the SHMC I&TG and SHO teams are aligned, aware and working effectively to meet
business requirements. (Note that the assigned SHO Technology Leader is not responsible for directly managing technology projects, but will maintain active oversight on every Service Request and project related to SHO and
intervene where necessary to keep projects on track). 

  

	 	4.	Be responsible for securing SHO sign-off (or documented rejection) for each step in which it is required during the Service Delivery process.


  

	 	5.	Provide an escalation point for the SHO business teams with respect to technology issues and for the technology teams with respect to business engagement in Base
Operations and Service Delivery activities. 

  

	 	6.	Monitor the resolution of technology related issues (as tracked by SHMC I&TG PMO), following up with issue owners where necessary to ensure timely resolution.


  

	 	7.	Communicate updates relating to technology direction and status to the SHO teams. 


 

	 	8.	Be the steward of technology capability for SHO, maintaining an awareness of external developments relevant to their business domain (e.g. new technologies being
used by competitors, etc.) and helping confirm SHO has access to appropriate and value-adding solutions in the short and long term. 

 The SHO Technology Leader will be held to account for:
  

	 	1.	Aged issue status for technology related issues raised by SHO and submitted through the PMO process or through error-ticket systems. 


 

	 	2.	Adherence by the business team to systems delivery process (e.g. completion of business process models, appropriate scope and timely sign-off of requirements,
completion of UAT, business investment in user training and change management, etc.). 

  

	 	3.	Facilitating effective communication and eliminating disconnects between teams involved in delivering solutions to their business, including technology teams,
transformation & development, training & change management, and the SHO team itself. 

  

	 	4.	Client satisfaction in solutions and engagement model (where measured). 


  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 2 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 SERVICE DELIVERY & MAINTENANCE

The key responsibilities for the Service Delivery & Maintenance functions within I&TG are:

 

	 	1.	Managing the underlying technical and application infrastructure. 

  

	 	2.	Being responsible for the quality and availability of technology services; provided that SHO performs its responsibilities and that SHO senior management remains
responsible for SHO-specific management decisions. 

  

	 	3.	Continuity management as it relates to the support and operations of the business-critical processes and systems. 


 

	 	4.	Risk and Security management. 

  

	 	5.	Identity and Access management. 

 TECHNOLOGY
SERVICES 
 ENGAGEMENT MODEL & REQUEST-FOR-SERVICES (RFS) 

 

			
	



	 	HMC’s I&TG’s Engagement Models helps maximize the value created from technology investments through processes that ensure alignment and results. The engagement
models align priorities, funding and resources, and elevate decision making, decision rights and accountability to the appropriate levels at SHO through both the SHO Technology Leader role and the RFS process.

 All Service Requests - projects, change requests and new requirements will be managed through a
defined process. This process is used to help confirm the following:
  

	 	•	 	 Requests are rejected if not supported by necessary endorsement, business process model, clear business case and requirements documentation, or if
considered not implementable 


  

	 	•	 	 All Service Requests are recorded and assigned a WorkLenz (WL) number to confirm I&TG specialists participate in the estimating process, with
tracking of the approved allocation and subsequent progress of the request. This includes rejected requests and requests that are subsequently dropped or rolled into another request or project. 



 

	 	•	 	 For all activated business service requests, SHMC time spent will equal time billed to SHO regardless of whether the request is delivered in full,
cancelled or postponed. Commitment of skilled resources comes with a cost that must be recovered during the request fulfillment process. 


  

	 	•	 	 A contingency allowance will be built into the pricing for projects considered to be high risk endeavors, as evaluated according to a set of risk
assessment criteria, such as technology employed, business calendar/season, SHO exposure, project budget or duration, regulatory impact or effect on critical business systems (infrastructure, applications, tools). 



 

	 	•	 	 Maintaining a single funnel for acquisition of all requests is essential to the success of this approach 



 

	 	•	 	 Governance/PMO will administer this process. 



  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 3 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 SHO’S APPROVAL PROCESS
 The chart below represents SHMC’s I&TG collective governance model; through a series of authorization “gates” throughout the project initiation lifecycle, this model helps confirm
that opportunities that are most highly aligned with business strategy are pursued, and that timing of initiation is commensurate with the urgency of SHO needs. 

 
 



 
 This chart also illustrates the numerous points at which SHO must work with SHMC to ensure
alignment between the Parties. The steps above which are circled in red indicate the minimum interface points and are detailed below. 
  

	 	1.	Approving Business VP Approval: At this point, SHO Vice President is required to approve the project for estimation. Up until this point in the
project’s lifecycle, there has been little or no SHMC involvement in the project. Once this approval is received, SHMC will begin the estimation effort and can begin charging SHO for the time involved in pulling together the
high-level cost estimate. 

  

	 	2.	Executive Sponsor Approval: The high-level cost estimates have been created and included in the project’s information. SHO Executive Sponsor (a direct
report to the CEO) is now required to approve these estimates in order for the project to continue through the remaining lifecycle steps. 

  

	 	3.	Obtain SHO Funding Approval: Once the Executive sponsor has approved the project request, the SHO CFO/Finance Manager is required to approve. This ensures
that SHO has the necessary funds to cover the cost of the planned or unplanned project and is committed to having the work performed. 

  

	 	4.	Update I&TG Estimates: This is the final cost estimate which gets submitted by SHMC. It is possible, through the process of collecting and documenting
the detailed requirements and finalizing the design solution, that SHMC may need to update the costs associated with delivering the project. If the final cost estimate exceeds the original estimate by more than 50%, an additional approval by
SHO Executive Sponsor will be required. 


  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 4 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  


	 	5.	Request Functional Readiness Approval: The SHO project sponsor must approve / sign-off on the project’s readiness to be moved into production. This is
the final approval step needed on SHO side. 

 PROJECT CHANGE CONTROL PROCESS

Throughout the lifecycle of a service request within SHMC, various factors may affect the overall cost to deliver. These factors may
include (but are not limited to) a change in project scope, a better understanding of specialized skill sets needed, a shift in priorities from SHO or a change in the cost of materials (hardware or software) required to complete the
project. Any time a change occurs, the SHMC I&TG project manager will initiate a Change Control Request. This is a formal process within I&TG and helps confirm the necessary governance is followed and approvals are obtained before
any additional costs are incurred. 
 A note of change to the approval process for 2012 represents an easing of review and
approval requirements if the request is under a pre-set percentage of the initially approved funding. The percentage will be set by the governing SHO project team and allows for work to move ahead once the preliminary project
estimate (E1) has been approved if the additional cost to the project is under the stated amount. After proceeding through the Evaluate activities, if the executive approval gate (E2) indicates the change exceeds the
allowed percentage, the full scope of requirements, revised project plan and business case must be reviewed again and approved prior to moving forward. 
 The diagram below depicts the steps which are followed as part of the Change Control process. 
  





 
 This chart also illustrates the additional approval steps necessary from SHO:

 

	 	6.	Executive Sponsor Approval: The revised cost estimates have been created and included in the project’s information. SHO Project Sponsor must
approve these amended estimates in order for the project to continue through the remaining Change Control steps. 


  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 5 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  


	 	7.	Obtain SHO Funding Approval: Once the Executive sponsor has approved the Change Control request, SHO CFO/Finance Manager is required to approve. This
ensures that SHO has the necessary funds to cover the additional costs related to the Change Control request. 


OPERATIONAL SERVICES 
 



 &TG Service Lines have been designed to meet SHO Base operating/support needs and Request-for-Service demand. A fundamental underpinning of I&TG’s Service Lines is the use of its Business
Process Management (BPM) Center of Excellence (COE). I&TG uses BPM as its overarching framework to help SHO achieve competitive advantage and business growth through process performance, capability and adaptability. Each Service
Request SHMC undertakes will have a business process model and clear requirements to help confirm the value is understood. SHMC will assist SHO in understanding the value of business process management and provide enablement services
through its BPM COE so that SHO can create and own its process definitions to expedite needs assessment and business solution delivery. 

OPERATIONAL SERVICE REQUESTS COMPONENTS
 The operational Services I&TG will provide are:
  

	 	1.	Technology & Business Innovation

  

	 	A.	Innovation Lab & Prototyping

  

	 	B.	Commercial Grade Solutioning

  

	 	2.	Business Process Consulting & Technology Advisory Services

  

	 	A.	Value Engineering / Business Process Optimization

  

	 	B.	Business / Technology Needs Assessment

  

	 	C.	Scoping, Planning, Estimating and Road-Mapping

  

	 	D.	To-Be Process Modeling & Enablement

  

	 	E.	Change Leadership

  

	 	3.	Business Solution Development / Ad Hoc Service Requests

  

	 	A.	Project, Program and Budget Management

  

	 	B.	Milestone, Issue and Risk Management

  

	 	C.	Deliverables / Quality Assurance

  

	 	D.	Project Coordination

  

	 	E.	Communications & Training

  

	 	F.	Core Development & Solution Delivery

 There exist a variety of business models to accommodate the different request types received from SHO and offered for delivery by I&TG. One design and delivery model may not be appropriate for
all; thus SHMC employs a flexible assignment process to help determine the anticipated optimum way to satisfy a new request, particularly in the project space. SHMC I&TG knowledge and experience spans the potential use of:

 

	 	•	 	 Traditional service lifecycle with analysis, planning, design, build, test and deploy. 



  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 6 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  


	 	•	 	 An agile style of iterative development building to a phased set of requirements, working toward an end product that helps meet a business objective
and enable a new operational capability. 


  

	 	•	 	 Pilot approach where a full set of requirements becomes an initial version of the end product, goes into a trial operational period and then benefits
from continuous improvement process based on trial learnings. 


  

	 	•	 	 “Walk before we run” model – a series of modules designed, built and deployed individually under a single architecture such that add-on
modules enhance the original capability using consistent and complementary functional elements and technologies. 


 Each project approach has a different cost model that may influence the joint SHO / SHMC decision on how to proceed. This review and decision process should occur during the Ideate stage and can be
reviewed or reconsidered early in the Evaluate stage with minimal impact on the final project cost. 
 BASE OPERATIONS COMPONENTS

The Services I&TG provides as part of the Base Operations (Keep-the-Lights-On) are organized into key Operational Services and
I&TG Product Domains:

 



			
	Best Offering	  	Technology Product Domain
	Business Strategy & Operations	  	Enterprise Learning & Development
		  	Enterprise Process Management
		  	Enterprise Support
	Corporate Technology Services	  	Audit / Legal / Real Estate Support
		  	Corporate Services Support
		  	Finance & Procurement Systems Support
		  	Financial Services Support
		  	Human Resources Management
		  	Payroll Management
		  	Procurement Systems Support
		  	Real Estate Systems Support
	Decision Analytics & BI	  	Tax Systems Support
		  	BI Administration
		  	BI Application Support
		  	BI Data Monitoring
		  	BI Delivery Administration
		  	BI License Management & Support
		  	Shop Your Way Rewards Support
		  	Supply Chain Management
	Home Services	  	Targeted Interactions Support
		  	Customer Management
		  	Knowledge Management
		  	Order Management
		  	Planning/Consulting
		  	Sales Lifecycle Management
		  	Software Maintenance
		  	Supply Chain Management
	Marketing, Pricing & Loyalty	  	Support and Services
		  	Clearance Pricing Services
		  	Dynamic Pricing Services
		  	Loyalty Services
		  	Marketing / Advertising Services
		  	Pricing Services
		  	Publishing Services

 


			
	Base Offering	  	Technology Product Domain
	Network & Security Services	  	Compliance
	  	Media Services
		  	Non-retail Asset Maintenance
		  	Retail Asset Maintenance
		  	Security
		  	Telecom Provisioning & Management
		  	Telecommunications Data
		  	Telecommunications Voice
	Operational Services	  	Data Center Operational Services
		  	Distributed Environment Services
		  	Mainframe Services
		  	Storage Services
		  	Teradata Sevices
	Retail Services	  	Associate & Customer Desktop Support
		  	Core Retailing Transaction Support
		  	Customer Facing Transaction Support
		  	Hardware Support Services
		  	Administration
	Service Management	  	Business Continuity
		  	I&TG Service Quality Management
		  	I&TG Service Support
		  	I&TG Service Support – Corporate Desktop Support
		  	Learning & Development
		  	Performance & Service Mgmt
		  	Business to Business Systems Support
	Supply Chain Services	  	Design Systems Support
		  	Distribution Center Systems Support
		  	Import Systems Support
		  	Inventory Management
		  	Item Management Services
		  	Ordering & Receiving Support
		  	Retail Demand Intelligence
		  	Return Goods Processing Support
		  	Store Space Management Systems Support
		  	Transportation Systems Support
		  	Vendor Management Services

 
 

  
 SHO DEPENDENT OPERATING/SUPPORT
SYSTEMS

  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 7 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 Maintenance and access to the following systems required by SHO to operate its business,
and other additional or replacement systems as later identified by the Parties:
  

											
	SHO Dependent Operating/Support Systems
						
	 AdPlan/PMI
	  	 Dynamic Pricing
	  	 IMPACT
	  	 NTE
	  	 RTV
	  	 Store Ordering

	 Alex
	  	 ECM
	  	 In-Store Hardware Maintenance
	  	 OMS
	  	 SADI
	  	 Store Planning (Epic 2/4)

	 Applicant Drug Testing
	  	 EDI Star Wars
	  	 iPlan
	  	 OneSource
	  	 Sales Tax Exempt Certification Systems (SECS)
	  	 Store Visit Scheduler

	 Associate Contribution Reports
	  	 EHDS
	  	 IPS
	  	 OTM
	  	 Sales Tax Tables
	  	 Super RIM

	 Associate Discount
	  	 eHire
	  	 Kenshoo
	  	 outlet.com
	  	 SAS
	  	 Support Services

	 Cash Flow
	  	 EIS
	  	 LCM
	  	 Outlook
	  	 SCIM/NSN
	  	 SYWR

	 CLRP
	  	 eProperty
	  	 LDAP
	  	 PartsDirect
	  	 Sears Sales Tax Support System (S4) and Reporting
	  	 Tax Compliance Calendar

	 Combo Receiving
	  	 ESB
	  	 Lease Payments (LPS)
	  	 PBW
	  	 Sears Source Subsidy (SSIS)
	  	 TKC

	 Concur
	  	 Essbase
	  	 LicenseHQ
	  	 PC RIM
	  	 Service Desk
	  	 TPC

	 CORE
	  	 Financial Transaction Data (FTD) Warehouse
	  	 LIS
	  	 PDS
	  	 ServiceLive
	  	 Tracker

	 Core HR Function
	  	 FIPS
	  	 Loss Prevention
	  	 Pebble
	  	 Settlement & Reconciliations
	  	 Trading Partners

	 CorpTax
	  	 Fixed Asset Management
	  	 LPub
	  	 Planogram
	  	 SHARP Authorizations
	  	 Training Tracker

	 CRT Income Tax
	  	 Fixed Asset Software (FAS)
	  	 MARE
	  	 POM
	  	 SHARP Refund Management
	  	 Treasury Database

	 CRT Sales Tax
	  	 FLEXXperts
	  	 Markdown Mgmt (MDM)
	  	 POS (NPOS & CashR)
	  	 SHC POM
	  	 TS21

	 CSAT
	  	 GameOn
	  	 MIM
	  	 PRCM
	  	 SHC Procurement Portal
	  	 Unity (Movaris)

	 Customer Data Warehouse (CDW/EDW)
	  	 General Ledger Management
	  	 MS Office
	  	 RCS – Rapid Credit Application Processing
	  	 Shopping Recap
	  	 USIS

	 DCPO
	  	 Google Affilicate Connect Commerce
	  	 My Personal Information (MPI)
	  	 Retail Enterprise Suite (RES)
	  	 Signature and Receipt Application (SARA)
	  	 ViewDIrect



  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 8 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  


											
	 Deal Management
	  	 Help Ticket
	  	 NAI
	  	 Revised Accounts Payable
	  	 SIMI/BOSS
	  	 Waste Reconciliation and Stock Ledger

	 Dealer Commission
	  	 HomeTown Store Connect
	  	 National Accounts Payable (NAP)
	  	 RIM
	  	 SKU 991 Table/Database
	  	 WFA

	 Desktop Support
	  	 HRP
	  	 National Disbursements Journal (NDJ)
	  	 Risk Management Information System
	  	 SNC – Fusion on a Workstation
	  	 WFM

	 Digital Asset Management
	  	 I9 and WOTC
	  	 NFX
	  	 RMDS
	  	 SNC/iSNC
	  	 WLP

	 DOS
	  	 IDRP
	  	 NPS
	  	 RSOS
	  	 SPIN
	  	
	 DOS SOE
	  	 IMA
	  	 NROS
	  	 RTI
	  	 SPRS/MDRS
	  

 I&TG SERVICE CATALOG
 A detailed 2012 I&TG Service Catalog is attached to this Exhibit as Addendum 3. Addendum 3 may be unilaterally amended by SHMC. SHMC will notify the SHO contact person of changes to this Addendum
3. 
 ISSUES MANAGEMENT / RESOLUTION 
 



 HMC employs severity scales for Issue Management to help confirm that proper ownership, collaboration, and resolution of Issues occurs as swiftly as possible. SHO agrees to make commercially reasonable efforts
to timely provide SHMC with complete and accurate information and material requested by SHMC and required for use in replicating and diagnosing an Issue. SHO also agrees to make reasonably available appropriate employees when options for
resolution are being vetted and course-of-action decisions are required. 

  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 9 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 I&TG COSTS AND RATES FOR SERVICES 
 BASE COMPONENT & SERVICE REQUEST CHARGES
  

			
	



	 	ervice costs for Base Components (enterprise support, integrated retailing, merchant & sourcing intelligence, technology infrastructure, etc.) have been bottom-up
identified and are charged based an appropriate allocation method or usage/consumption level.


 Service costs of Base Components for SHO will not exceed $9.6M for 2012, assuming SHO usage
and requirements are consistent with that experienced in 2011. Each subsequent year of the agreement will provide the next fiscal year’s plan to SHO ninety (90) days in advance of the close of the fiscal year.
Annual increases to the Base Component and Systems Access/Maintenance service costs will be capped at five-percent (5%) with the exception of increases to 3rd Party services which will be passed through to SHO. Any additional
increases will be subject to negotiation and agreement by both parties in advance of any applicable increase. 
 Labor Rates
have been determined for FY’12, however actual spend is based on the time and materials cost associated with Service Requests determined on a project-by-project basis, as well as by the skill sets required to deliver the Services.

 The rate/hour for Service Requests is as follows:
 I&TG Standard Rates for SHC and SHI Associates FY2012 
  

					
	SHC Associates	  	Skill Set	  	Rate
		  	Associate	  	$65 / hour
			
	SHI Associate	  	Skill Set	  	Rate
		  	Off-shore Engineer	  	$35 / hour
		  	On site Engineer	  	$65 / hour
			
	3rd Party Contractor	  	Skill Set	  	Rate
		  	Will vary	  	 $/hour will be reviewed with and approved by SHO


 SUPPORT SERVICES AND ENGAGEMENT TEAM
 An SHMC I&TG Engagement Team will be formed to support SHO to provide support and maintenance services and multiple enhancements. External variable labor for project development will be charged
as needed and agreed upon with SHO. The SHMC team will be comprised of a Director, Project Manager, Business Analysts and Solution Architects with an annual cost of $811,200 for 2012. 

  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 10 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 EXPECTATIONS 
 COLLABORATION
 



 HMC and SHO will work together, utilizing collaborative planning focused on meeting business objectives, efficient and cost effective shared service centers, common service management processes and
an organization designed and skilled to help optimize a commercially viable service model. 
 SHMC will assist SHO in identifying the
business processes critical to SHO customers and the computer systems or services which support those processes. Once that list of critical systems and processes has been identified, a mutually agreed-upon level of service will be provided
with the commensurate costs detailed. 
 BUSINESS SPONSOR / CUSTOMER RESPONSIBILITIES
 In order for SHMC to effectively provide the Services, SHO will:
  

	 	1.	Ensure sound business processes exist prior to engaging SHMC for solution architecture 


This can be accomplished by leveraging SHMC Business Process Management Center of Excellence as described above. Ensuring a sound business
process before introducing new technology helps to ensure the solution being delivered will properly address SHO’s problem or need. 
  

	 	2.	Provide proper allocation and timely availability of SHO Personnel as part of the engagement team 


SHMC is only part of the solution process. SHO must allocate sufficient resources to the engagement. If SHO does not allocate and make
available appropriate resources, the solution being delivered will most likely not fulfill the need appropriately. 
  

	 	3.	Ensure responsiveness and participation of SHO senior executives & sponsors 

 There are key, significant times within the lifecycle of the engagement where Senior SHO Executive and Sponsors must participate and collaborate with the SHMC I&TG engagement teams. From the initial
approval to submit requests to SHMC, to funding approvals, to periodic status updates, through to the engagement close-out – all of these gates and project events require engagement by Senior SHO members. It is the responsibility of the both
Parties, through the joint project management team, to pre plan the meeting calendar and build sufficient executive time into the project plan for all such executive requirements. It will be SHO’s responsibility to confirm that all necessary
internal SHO approvals are obtained. 
  

	 	4.	Define accurate & reasonable expectations of project benefits (quantifiable wherever possible) 


While SHMC is responsible for identifying the costs associated with performing the requested services for SHO, it is entirely the
responsibility of SHO to identify potential benefits for the engagement. These benefits have typically been represented as monetary (EBITDA & BOP) but are not limited to that category. Additional, quantifiable metrics could include:

 

	 	•	 	 Faster time to productivity


  

	 	•	 	 Improved ease of use leading to faster transaction processing time



 

	 	•	 	 Increased users or usage



  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 11 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  


	 	•	 	 Increased system uptime/availability 


  

	 	•	 	 Increased response time 


  

	 	•	 	 Increased units of client or customer data captured 


  

	 	•	 	 Increased data accuracy (fewer defects) 


 Only by identifying these quantifiable metrics can accurate benefit realization be measured. 
  

	 	5.	Complete Customer Satisfaction Surveys (CSATs) upon the conclusion of the engagement 


The key mechanism by which SHMC can measure the success of the engagement with SHO is through the Customer Satisfaction Survey which is
sent at the conclusion of each engagement. The survey itself takes only a few minutes to complete, but allows SHMC to understand what went well or what areas may need improvement as part of SHMC’s engagement model. 

 

	 	6.	For projects that affect SHO only, SHO will be responsible for key strategic and material management decisions. For projects that affect both SHO and other SHMC
clients, SHO and SHMC will have joint strategic and material management decisions regarding the respective project; provided that SHO will remain responsible for decision making as it affects SHO. 


INFORMATION & TECHNOLOGY GROUP RESPONSIBILITIES 
 As part of the collaboration between SHMC and SHO, there will be periodic governance meetings between which will be used to discuss the following: 

 

	 	1.	Accomplishments to date – These will include: 

  

	 	a.	Planned projects delivered to-date 

  

	 	b.	Unplanned projects delivered to-date 

  

	 	c.	Base & Support services provided 

  

	 	d.	Improvements or cost reductions made towards Base & Support services 


 

	 	2.	Metrics 

  

	 	a.	Service metrics are in place (internal, customer) 

  

	 	b.	Project, Base and Support metrics jointly agreed to be tracked in SLA/OLA 

  


	 	c.	What metrics have been met 

  

	 	d.	Any operational issues with meeting committed metrics 

  

	 	3.	Expenses 

  

	 	a.	Planned expenses versus actual expenses as measured on a period-to-date and year-to-date basis 


 

	 	b.	New items or expenses from SHMC 

  

	 	c.	Expected changes to expenses for the remainder of the year (either decreases or increases) 


 

	 	d.	Charges incurred by SHO for postponed or cancelled projects 


  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 12 – 









 Execution Copy 

IT SERVICES 
  





 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 LIST OF ADDENDUMS 
 Below is a list of I&TG-related Addenda to the Agreement: 
  

			
	Addendum 1.	  	SHO 2012 Base & Support Charges
		
	Addendum 2.	  	SHO 2012 Support Services
		
	Addendum 3.	  	2012 I&TG Service Catalog


  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 14 – 









 Execution Copy 

IT SERVICES 
 



 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 ADDENDUM 1 – SHO BASE AND SUPPORT CHARGES 

Base Components (Technology Products) – Usage/Consumption Charge (per year): 

 

							
	 Base Operations for 2012
	  	 Technology Product Domain
	  	Total	 
	 Business Strategy & Operations
	  	 Enterprise Learning & Development
	  	$	12,004	  
		  	 Enterprise Process Management
	  	$	32,744	  
		  	 Enterprise Project / Program Support
	  	$	48,821	  
		  		  	  
	  
	 
	 Business Strategy & Operations Total
	  	$	93,569	  
		  		  	  
	  
	 
	 Information Analytics & Innovation
	  	 BI Administration
	  	$	11,306	  
		  	 BI Application Support
	  	$	266,063	  
		  	 BI Data Monitoring
	  	$	46,829	  
		  	 BI Delivery Administration
	  	$	57,532	  
		  	 BI License Management & Support
	  	$	62,870	  
		  	 Supply Chain Management
	  	$	374	  
		  		  	  
	  
	 
	 Information Analytics & Innovation Total
	  	$	444,974	  
		  		  	  
	  
	 
	 Network & Security Services
	  	 Compliance
	  	$	89,867	  
		  	 Media Services
	  	$	22,337	  
		  	 Non-retail Asset Maintenance
	  	$	82,513	  
		  	 Retail Asset Maintenance
	  	$	53,404	  
		  	 Security
	  	$	460,099	  
		  	 Telecom Provisioning & Management
	  	$	305,188	  
		  	 Telecommunications Data
	  	$	4,095,582	  
		  	 Telecommunications Voice
	  	$	647,057	  
		  		  	  
	  
	 
	 Network & Security Services Total
	  	$	5,756,047	  
		  		  	  
	  
	 
	 Operational Services
	  	 Associate & Customer Desktop Support
	  	$	65,393	  
		  	 Data Center Operational Services
	  	$	660,421	  
		  	 Distributed Environment Services
	  	$	961,213	  
		  	 Storage Services
	  	$	208,106	  
		  		  	  
	  
	 
	 Operational Services Total
	  	$	1,895,133	  
		  		  	  
	  
	 
	 Retail Services
	  	 Core Retailing Transaction Support
	  	$	310,871	  
		  	 Customer Facing Transaction Support
	  	$	68,673	  
		  	 Hardware Support Services
	  	$	377	  
		  		  	  
	  
	 
	 Retail Services Total
	  	$	379,921	  
		  		  	  
	  
	 
	 Service Management
	  	 Administration
	  	$	959	  
		  	 Business Continuity
	  	$	27,439	  
		  	 I&TG Service Quality Management
	  	$	14,416	  
		  	 I&TG Service Support
	  	$	2,254	  
		  	 I&TG Service Support - Corporate Desktop Support
	  	$	168,341	  
		  	 Learning & Development
	  	$	1,720	  
		  	 Performance & Service Mgmt
	  	$	11,784	  
		  		  	  
	  
	 
	 Service Management Total
	  	$	226,913	  
		  		  	  
	  
	 
	 Base Offering Grand Total
	  	$	8,796,557	  
		  		  	  
	  
	 


  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 15 – 









 Execution Copy 

IT SERVICES 
 



 
 Service Level Agreement between Sears Holdings Corporation and SHO 

 
  

 ADDENDUM 2 – SHO SUPPORT SERVICES 

 

							
	 Support Services
	  	 	  	Total	 
	 Development & Support Services
	  	 Fixed team minimum to support and maintain services, multiple enhancements, external variable charged, as
needed
	  	$	811,200	  
		  		  	  
	  
	 
	 Business Strategy & Operations Total
	  	$	811,200	  
		  		  	  
	  
	 

 ADDENDUM 3 – 2012 I&TG SERVICE CATALOG 
 2012 I&TG Service Catalog is provide as a separate document. 

  
  

Sears Holdings Corporation proprietary and confidential for internal use only. 

Exhibit 3 to Appendix 1.01-A 
 – 16 – 









 Execution Copy 

IT SERVICES 
  

 2012 I&TG Service Catalog 

 
 



 
 Version 1.1 – Mar 2012 

  
 Exhibit 3 to
Appendix 1.01-A 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
  

 

					
	 Charge Back Models
	  	 	3	  
	 Base Offerings Descriptions
	  	 	4	  
	 Business Services
	  			
	 Business Strategy & Operations
	  			
	 Enterprise Learning & Development
	  	 	5	  
	 Enterprise Process Management
	  	 	6	  
	 Enterprise Project / Program Support
	  	 	7	  
	 Corporate Technology Services
	  			
	 Audit / Legal / Real Estate Support
	  	 	8	  
	 Corporate Services Support
	  	 	9	  
	 Finance & Procurement Systems Support
	  	 	10	  
	 Financial Services Support
	  	 	11	  
	 Human Resources Management
	  	 	12	  
	 Payroll Management
	  	 	13	  
	 Procurement Systems Support
	  	 	14	  
	 Real Estate Systems Support
	  	 	15	  
	 Tax Systems Support
	  	 	16	  
	 Home Services
	  			
	 Customer Management
	  	 	17	  
	 Knowledge Management
	  	 	18	  
	 Order Management
	  	 	19	  
	 Planning/Consulting
	  	 	20	  
	 Sales Lifecycle Management
	  	 	21	  
	 Software Maintenance
	  	 	22	  
	 Supply Chain Management
	  	 	23	  
		
	 Support and Services
	  	 	24	  
	 Information Analytics & Innovation
	  			
	 BI Administration
	  	 	25	  
	 BI Application Support
	  	 	26	  
	 BI Data Monitoring
	  	 	27	  
	 BI Delivery Administration
	  	 	28	  
	 BI License Management & Support
	  	 	29	  
	 Shop Your Way Rewards Support
	  	 	30	  
	 Supply Chain Management
	  	 	31	  
	 Targeted Interactions Support
	  	 	32	  
	 Marketing, Pricing & Loyalty
	  			
	 Clearance Pricing Services
	  	 	33	  
	 Dynamic Pricing Services
	  	 	34	  
	 Loyalty Services
	  	 	35	  
	 Marketing / Advertising Services
	  	 	36	  
	 Pricing Services
	  	 	37	  
	 Publishing Services
	  	 	38	  





					
	 Network & Security Services
	  			
	 Compliance
	  	 	39	  
	 Media Services
	  	 	40	  
	 Non-retail Asset Maintenance
	  	 	41	  
	 Retail Asset Maintenance
	  	 	42	  
	 Security
	  	 	43	  
	 Telecom Provisioning & Management
	  	 	44	  
	 Telecommunications Data
	  	 	45	  
	 Telecommunications Voice
	  	 	46	  
	 Operational Services
	  			
	 Associate & Customer Desktop Support
	  	 	47	  
	 Data Center Operational Services
	  	 	48	  
	 Distributed Environment Services
	  	 	49	  
	 Mainframe Services
	  	 	50	  
	 Storage Services
	  	 	51	  
	 Teradata Services
	  	 	52	  
	 Retail Services
	  			
	 Core Retailing Transaction Support
	  	 	53	  
	 Customer Facing Transaction Support
	  	 	54	  
	 Hardware Support Services
	  	 	55	  
	 Service Management
	  			
	 Administration
	  	 	56	  
	 Business Continuity
	  	 	57	  
	 I&TG Service Quality Management
	  	 	58	  
	 I&TG Service Support
	  	 	59	  
	 I&TG Service Support – Corporate Desktop Support
	  	 	60	  
	 Learning & Development
	  	 	61	  
	 Performance & Service Mgmt
	  	 	62	  
	 Supply Chain Services
	  			
	 Business to Business Systems Support
	  	 	63	  
	 Design Systems Support
	  	 	64	  
	 Distribution Center Systems Support
	  	 	65	  
	 Import Systems Support
	  	 	66	  
	 Inventory Management
	  	 	67	  
	 Item Management Services
	  	 	68	  
	 Ordering & Receiving Support
	  	 	69	  
	 Retail Demand Intelligence
	  	 	70	  
	 Return Goods Processing Support
	  	 	71	  
	 Store Space Management Systems Support
	  	 	72	  
	 Transportation Systems Support
	  	 	73	  
	 Vendor Management Services
	  	 	74	  

 
 


  
 Exhibit 3 to
Appendix 1.01-A 
 2 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
  

 Charge Back Models: 
  

					
	 Model Type
	  	 Explanation
	  	 Formula

	 Equal Distribution
	  	Total cost is spread equally across all of the Operating Units	  	Cost / 20 (5%)
			
	 Transaction
	  	Spread the cost based on what % of the overall transactions are processed on behalf of the Operating BU	  	(BU Transaction Count) / (Total Transaction Count)
			
	 Revenue
	  	The cost is spread out based on the % of the overall revenue that is generated by the Operating BU	  	(BU Generated Revenue) / (Total Revenue)
			
	 Headcount
	  	Total cost is spread based on the headcount % within the Operating BU compared to the overall headcount	  	(BU Headcount) / (Total Headcount)
			
	 Headcount (ex-POS)
	  	Total cost is spread based on the headcount % within the Operating BU compared to the overall headcount	  	(BU Headcount) / (Total Headcount)
			
	 Actual
	  	Total cost is spread across the Operating BUs based on actual cost incurred	  	BU Cost
			
	 Seat
	  	Total cost is spreadout by the number of license seats distributed	  	(BU Assigned Seats/Total Seats Allocated)
			
	 Application Consumption
	  	Support and infrastructure charges assigned across the business units depending the usage of applications being supported by those infrastructure components	  	(BU-specific applications / Total SHC applications)
			
	 Project Consumption
	  	The total cost to provide this services is spread across the Business Units who consume the most in terms of the resources required to do project work in the fiscal year	  	(# of projects initiated by BU / total # of projects in fiscal year)


  
 Exhibit 3 to
Appendix 1.01-A 
 3 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
  

 Base Offering / Portfolio Descriptions 

Business Strategy & Operations 
 The Business Strategy & Operations offerings encompass several functions aimed at providing governance and structure to the I&TG Business Unit. These functions include: supplier management;
project and portfolio management; process quality assurance; and pricing and allocations management. 
 Corporate Technology
Services 
 The Corporate Technology Services offerings are comprised of services which enable the Support Business Units to
provide services to their customers. These services include (but are not limited to): financial; tax; legal; procurement; human resources; payroll; real estate; and tax. 
 Home Services 
 The Home Services offerings are aligned specifically to
support the Home Services and ServiceLive Business Units. These services include: customer management; knowledge management; order management; sales lifecycle management; supply chain management; and the support and maintenance of these services.

 Information Analytics & Innovation 
 The Information Analytics & Innovation services are a collection of business intelligence services which provide support for: analytics tool licensing; data monitoring; supply chain analytics;
and support for specific program such as Shop Your Way Rewards and Targeted Interaction. 
 Marketing, Pricing &
Loyalty 
 The Marketing, Pricing & Loyalty offerings support the business units with services specifically tailored to
provide: pricing modeling; marketing and advertising services; and support for the loyalty programs such as Shop Your Way Rewards. 
 Network & Security Services 
 The Network & Security
Services offerings are provided across all of SHC and include: industry compliance; retail and non-retail asset maintenance; enterprise systems security; and an array of telecommunications services for voice and data. 

Operational Services 
 The Operational Services offerings include all the services and support necessary to run the data center operations group which include: desktop support; distributed environment support, mainframe
services; storage services; and Teradata services. 
 Retail Services 

The Retail Services offerings are specifically aligned to support the Retail Services Business Unit and their Operating Business Unit
customers. These services include: retailing transaction support; customer facing transaction support; and hardware support services. 
 Service Management 
 The Service Management offerings are a collection of
services which provide the SHC enterprise with: enterprise business continuity management; service quality management; service support for corporate as well as field customers; and performance management services. 

Supply Chain 
 The Supply Chain offerings are a collection of services aligned to support the Supply Chain Business Unit and their customers with the following: business to business support; distribution center support;
import, inventory and item management; order management; and transportation systems support. 

  
 Exhibit 3 to
Appendix 1.01-A 
 4 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Business Strategy & Operations 

 


			
	Service:	  	Enterprise Learning & Development
		
	Service Description:	  	The Enterprise Learning & Development services provide the following:
		
		  	 • Computer based training catalogs for IT-related topics, Office Productivity, and Business & Soft
skills

		
		  	 • Facilitation of on-site, instructor lead training classes

		
	Chargeback method:	  	Seat
		
	Service Components:	  	 • ElementK / SkillSoft

		
		  	 • Caliber Training

		
		  	 • Global Knowledge

		
		  	 • SHU Training

		
		  	 • SHC Course



  
 Exhibit 3 to
Appendix 1.01-A 
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Business Strategy & Operations 

 


			
	Service:	  	Enterprise Process Management
		
	Service Description:	  	 The Enterprise Process Management service is a collection of applications and services which provide:

 
 • Enterprise and BU-specific
process documentation
  

• Metrics-based process management modeling

 
 • A process governance
framework

		
	Chargeback method:	  	Project Consumption
		
	Service Components:	  	 • Process Quality Assurance

 
 • Business Process Management
Consulting



  
 Exhibit 3 to
Appendix 1.01-A 
 6 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Business Strategy & Operations 

 


			
	Service:	  	Enterprise Project / Program Support
		
	Service Description:	  	The Project Management Office (PMO) is responsible for managing all project requests, monitoring the health of projects, helping with the portfolio optimization and prioritization
process and providing guidance to each of the portfolio sponsors.
		
	Chargeback method:	  	Project Consumption
		
	Service Components:	  	 • WorkLenz (PPM CentraI)

 
 • Enterprise Program
Management
  
 • Enterprise
Project Management



  
 Exhibit 3 to
Appendix 1.01-A 
 7 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Audit / Legal / Real Estate Support
		
	Service Description:	  	Support provided to the Audit, Legal and Real Estate groups which would include the following services:
		
		  	 • Application break/fix support

		
		  	 • Application monitoring

		
		  	 • Minor enhancements

		
		  	 • Interface support and application upgrades

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • CT Tymetrix

		
		  	 • Internal Audit apps (TeamMate)

		
		  	 • Legal Apps (DM, T360, Intella, Deltaview, etc.)

		
		  	 • Legal Global Compliance Maintenance

		
		  	 • Legal Requests for Sales/Product Information

		
		  	 • OpenText DM



  
 Exhibit 3 to
Appendix 1.01-A 
 8 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Corporate Services Support
		
	Service Description:	  	Support provided across Sears Holdings involving enterprise wide applications or services which would include the following:
		
		  	 • Application break/fix support

		
		  	 • Minor enhancements to applications

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Corporate Services applications (Utilities, Front Desk Badge, Scheduler Plus, etc.)

		
		  	 • Food applications (Bottle Deposit)

		
		  	 • Google Earth and Google Earth Pro

		
		  	 • Identicard Badges

		
		  	 • Licensed Business Requests for Sales/Product Information

		
		  	 • MARE

		
		  	 • Server moves, Office/OS/IE upgrade testing, Mainframe Migration research, etc.

		
		  	 • Relius Government Forms

		
		  	 • Risk Management Information Systems

		
		  	 • Sales Data

		
		  	 • Sears Store Planning (EPIC2/4)

		
		  	 • SOX and Internal Audit Reviews

		
		  	 • STAR

		
		  	 • Store Operations Requests for Sales/Product Information

		
		  	 • Third Party Desktop Applications



  
 Exhibit 3 to
Appendix 1.01-A 
 9 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Finance & Procurement Systems Support
		
	Service Description:	  	The Finance & Procurement systems support services is a collection of applications and services which provide:
		
		  	 • Accounts Payable services

		
		  	 • Credit card processing

		
		  	 • Accounting services

		
		  	 • General Ledger services

		
		  	 • Treasury services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Accounts Payable (NDJ, IPS, NAP, CSI, RAPS)

		
		  	 • Activity Based Costing (ABC)

		
		  	 • Bridge Warehouse

		
		  	 • CASH & SALES

		
		  	 • Concur

		
		  	 • Daily Credit Card Settlement

		
		  	 • Finance & Acctg (Tracker, LPS, JDE)

		
		  	 • Kmart RE Acctg App (J.D. Edwards)

		
		  	 • Licensed Business (STL0)

		
		  	 • LOCN and Store Master

		
		  	 • NAI (Sears General Ledger)

		
		  	 • PeopleSoft Financials - Asset Management, Project Costing, and Procurement

		
		  	 • PeopleSoft General Ledger and FTD

		
		  	 • Royalty System

		
		  	 • Stock Ledger (including Waste Recon, SPA’s, Daily Cycle lnv.)

		
		  	 • Treasury (Tweb, JPMAccess, CashPro, Treasury Db, etc.)



  
 Exhibit 3 to
Appendix 1.01-A 
 10 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Financial Systems Support
		
	Service Description:	  	A suite of applications and services tailored to meet the needs of the Financial Services support business. These systems facilitate:
		
		  	 • Authorizations and Credit

		
		  	 • Processing of Layaways

		
		  	 • ID Validation services

		
		  	 • Reporting services

		
		  	 • Settlements

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Centralized Vault

		
		  	 • Associate reimbursement

		
		  	 • Authorizations

		
		  	 • Credit Extranet

		
		  	 • Layaway

		
		  	 • Rapid Credit / ID Validation Services

		
		  	 • SARA

		
		  	 • SAS / Essbase reporting

		
		  	 • SCPE

		
		  	 • Settlement



  
 Exhibit 3 to
Appendix 1.01-A 
 11 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Human Resources Management
		
	Service Description:	  	A suite of applications and services tailored to meet the needs of the Sears Holdings associates. These systems facilitate:
		
		  	 • Sears & Kmart discount card system, cards provided by the vendor, FirstData

		
		  	 • Calculation of associate commissions

		
		  	 • Supporting the hourly recruiting application

		
		  	 • Associate performance review and goal planning

		
		  	 • Management reporting for the analysis of associate data

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Associate Discount (AD)

		
		  	 • Commission System

		
		  	 • eHire

		
		  	 • eLearning

		
		  	 • HRP

		
		  	 • Human Resources Case Management Tool

		
		  	 • IVR

		
		  	 • My Personal Information (MPI)

		
		  	 • TPC

		
		  	 • Workforce Analytics (WFA)



  
 Exhibit 3 to
Appendix 1.01-A 
 12 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Payroll Management
		
	Service Description:	  	A suite of applications and services which facilitate payroll functions such as:
		
		  	 • PeopleSoft HR and Payroll applications

		
		  	 • Timekeeping services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Paybase

		
		  	 • PeopleSoft HCM

		
		  	 • PeopleSoft HCM - Oracle DB

		
		  	 • TKC

		
		  	 • WFC Kronos



  
 Exhibit 3 to
Appendix 1.01-A 
 13 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Procurement Systems Support
		
	Service Description:	  	A suite of applications and services tailored to meet the needs of Procurement. These systems facilitate:
		
		  	 • Asset Management

		
		  	 • Procure-to-Pay and 3rd Party Supplier integrations

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Asset Management, Project Costing, and Procurement

		
		  	 • P2P (Ariba) Integration



  
 Exhibit 3 to
Appendix 1.01-A 
 14 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Real Estate Systems Support
		
	Service Description:	  	A suite of applications and services tailored to meet the needs of the Sears Real Estate business. These services include:
		
		  	 • Application break / fix

		
		  	 • Minor enhancements

		
		  	 • Application monitoring

		
		  	 • Strategic market planning

		
		  	 • Sales territory planning

		
		  	 • Targeted geomarketing

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • FIPS

		
		  	 • Tactician



  
 Exhibit 3 to
Appendix 1.01-A 
 15 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Corporate Technology Services 

 


			
	Service:	  	Tax Systems Support
		
	Service Description:	  	A suite of applications and services supporting tax related activities. These services include:
		
		  	 • Interface support for web based training system for field associates

		
		  	 • Property tax data mining

		
		  	 • Commercial real estate appraisal

		
		  	 • Tax calculations for sales, purchases and rentals

		
		  	 • Application upgrades

		
		  	 • Application break /fix support

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Gross Receipts Tax (License HQ)

		
		  	 • Income Tax (CorpTax, Intelliforms)

		
		  	 • Property Tax (eProperty, Narrative1, Directory of MM, etc.)

		
		  	 • Sales Tax (Tax Matrix for Sales Tax, Taxware, Kmart Sales Tax, S4, etc.)



  
 Exhibit 3 to
Appendix 1.01-A 
 16 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Customer Management
		
	Service Description:	  	Customer management is a collection of services aimed at providing a complete customer relationship capability. These services include:
		
		  	 • Software platform for building and deploying ECRM applications

		
		  	 • Multi-channel analytics capturing customer interactions across all channels

		
		  	 • Customer service and sales

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Aspect

		
		  	 • Autonomy

		
		  	 • Avaya

		
		  	 • Ciboodle

		
		  	 • Facilities Management / Field Support

		
		  	 • HSCCD

		
		  	 • HSCCN&SC

		
		  	 • HSQUALITY

		
		  	 • HSVRU

		
		  	 • Nuance

		
		  	 • Serviont

		
		  	 • TSG



  
 Exhibit 3 to
Appendix 1.01-A 
 17 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Knowledge Management
		
	Service Description:	  	Knowledge management is a suite of applications and services aligned to provide the following:
		
		  	 • Enterprise Content Management including document management and web content management

		
		  	 • Real-time data integration and high-availability solutions

		
		  	 • Large scale data warehousing and analytics

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Alfresco

		
		  	 • Golden Gate

		
		  	 • GREENPLUM1HS

		
		  	 • HSBUSINTEL

		
		  	 • IBM CDC

		
		  	 • Intelex

		
		  	 • Kaidara

		
		  	 • SAS



  
 Exhibit 3 to
Appendix 1.01-A 
 18 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Order Management
		
	Service Description:	  	The order management service is a collection of applications and services which provide:
		
		  	 • Compression software and tools for geographic data, document management, and web distribution

		
		  	 • Workforce optimization and 3rd party network management

		
		  	 • Digital maps

		
		  	 • Dynamic routing

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • ESRI

		
		  	 • HS - Help Desk

		
		  	 • HS - Wireless Communication

		
		  	 • HSHAL

		
		  	 • HSHDROUTING

		
		  	 • HSNEWCO

		
		  	 • HSROUTING

		
		  	 • HSSOMCS

		
		  	 • HSSOMNP

		
		  	 • LizardTech

		
		  	 • SAS Forecasting

		
		  	 • ServicePower

		
		  	 • Teleatlas

		
		  	 • Teleatlas - Map updates



  
 Exhibit 3 to
Appendix 1.01-A 
 19 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Planning / Consulting
		
	Service Description:	  	The planning and consulting services provide pre-project assistance in the analysis of business requirements and needs, in an effort to better align the business demand with the
technology solutions available.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • I&TG Planning / Consulting

		
		  	 • Other BU Planning / Consulting



  
 Exhibit 3 to
Appendix 1.01-A 
 20 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Sales Lifecycle Management
		
	Service Description:	  	Sales lifecycle management is a series of applications and services aimed and providing:
		
		  	 • Sales campaign management

		
		  	 • Commission management

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • HSCAMPAIGN

		
		  	 • HSCOMMSALES



  
 Exhibit 3 to
Appendix 1.01-A 
 21 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Software Maintenance
		
	Service Description:	  	Software maintenance is a service which manages the software licensing and maintenance for the SAP suite of tools.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • SAP



  
 Exhibit 3 to
Appendix 1.01-A 
 22 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Supply Chain Management
		
	Service Description:	  	Supply chain management is a collection of applications and services which provide the following functionality:
		
		  	 • Enabling business agility and IT efficiency by providing innovative data management technology and services that
transform data into a strategic asset

		
		  	 • Research and development

		
		  	 • Transforming service business operations and accessing new sources of revenue, profits, competitive
differentiation and customer loyalty

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Data Flux

		
		  	 • Deja Imagining

		
		  	 • HSPARTSDIRECT

		
		  	 • HSPARTSNPN

		
		  	 • Iron Mountain - Software Escrow

		
		  	 • Lawson

		
		  	 • LeadTech

		
		  	 • Servigistics

		
		  	 • Softeaon



  
 Exhibit 3 to
Appendix 1.01-A 
 23 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Home Services 
  


			
	Service:	  	Support and Services
		
	Service Description:	  	Support and services is a collection of applications, tools and services which provide:
		
		  	 • Web site monitoring

		
		  	 • License management

		
		  	 • System load testing

		
		  	 • Architectural services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Gomez - Web site monitoring

		
		  	 • Hewlett Packard

		
		  	 • LoadRunner

		
		  	 • Systems Architecture - Pipeline

		
		  	 • Systems Architecture - R&D

		
		  	 • Profiling Tool

		
		  	 • Troy Data Center



  
 Exhibit 3 to
Appendix 1.01-A 
 24 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	BI Administration
		
	Service Description:	  	The Business Intelligence administration service is an aggregation of all the administrative tasks associated with the analytics applications and services provided across
SHC.
		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • BI Admin Production Support



  
 Exhibit 3 to
Appendix 1.01-A 
 25 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	BI Application Support
		
	Service Description:	  	The Business Intelligence application support services provide break / fix, monitoring and support for various analytics applications and functions such as:
		
		  	 • Associate contribution

		
		  	 • An integrated environment that consolidates multiple data subjects for both Kmart and Sears into a single platform
driving a consistent view

		
		  	 • In Store reporting for store operations defined metrics and actionable information.

		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • BI ACR / FLS

		
		  	 • BI Alex MSTR Support

		
		  	 • BI Alex Support

		
		  	 • BI Application Support

		
		  	 • BI Business Objects Support

		
		  	 • BI CRRS Support

		
		  	 • BI Data Modeling

		
		  	 • BI OWB Support

		
		  	 • BI SPRS Support

		
		  	 • BI View Direct

		
		  	 • KMWB Support



  
 Exhibit 3 to
Appendix 1.01-A 
 26 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	BI Data Monitoring
		
	Service Description:	  	The Business Intelligence data monitoring service provides real-time monitoring of the various data feeds from transactional systems into data marts and data
warehouses.
		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • BI Data Monitoring Production Support

		
		  	 • BI Data Monitoring Support



  
 Exhibit 3 to
Appendix 1.01-A 
 27 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	BI Delivery Administration
		
	Service Description:	  	The Business Intelligence delivery administration is a service which provides support for the project intake and execution related to analytics applications and
services.
		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • BI Delivery Administration - BU Analytics Training

		
		  	 • BI Delivery Administration - Delivery Administration

		
		  	 • BI Delivery Administration - Intake



  
 Exhibit 3 to
Appendix 1.01-A 
 28 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	BI License Management & Support
		
	Service Description:	  	The Business Intelligence license management and support service provides a single point of contact between various vendors of analytics tools and services and SHC. These tools
and services include:
		
		  	 • Individual customer recognition and identification information

		
		  	 • Web-hosted solutions

		
		  	 • Web-based controls used on SHC portals

		
		  	 • Data modeling software

		
	Chargeback method:	  	Transaction / Seat
		
	Service Components:	  	 • BI - Acxiom - Abilitec & Infobase

		
		  	 • BI - Applied Predictive Technologies - Subscription

		
		  	 • BI - APT - Hosted Analytics solution

		
		  	 • BI - EIS - Maintenance & Finance Labor Support

		
		  	 • BI - EssBase Finance Labor Support

		
		  	 • BI - Financial Coordinator

		
		  	 • BI - Hyperion EssBase - Maintenance

		
		  	 • BI - Netezza - Maintenance

		
		  	 • BI - SAS Institute - Maintenance

		
		  	 • BI -Telenik - Maintenance

		
		  	 • BI - Unica Annual Maintenance

		
		  	 • BI - WeatherBank - Maintenance

		
		  	 • BI Livelink Support

		
		  	 • Bus Obj and USPS software licensing (NCOA)

		
		  	 • KXEN Sofware Mainenance

		
		  	 • Microstrategy CPU License Maintenance

		
		  	 • Microstrategy Term License

		
		  	 • Replicon - Web Resource Tool

		
		  	 • Sybase - PowerDesigner License



  
 Exhibit 3 to
Appendix 1.01-A 
 29 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	Shop Your Way Rewards Support
		
	Service Description:	  	The Information and Analytics Shop Your Way Rewards support services provides all the vendor, licensing, monitoring and hosting support for the Shop Your Way Rewards
program.
		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • Epsilon fees to develop SYWR system

		
		  	 • Epsilon mgmt fees within SYWR system

		
		  	 • SYWR - S/W Maintenance (Oracle)

		
		  	 • SYWR Managed services fee (Oracle)



  
 Exhibit 3 to
Appendix 1.01-A 
 30 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	Supply Chain Management
		
	Service Description:	  	The Information Analytics Supply Chain Management services are a collection of applications and services which assist the Supply Chain function with the
following:
		
		  	 • A centralized database of product information

		
		  	 • Space and floor planning

		
		  	 • Assortment planning

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • BI - Advance Visual Tech - Retail Focus

		
		  	 • BI - APT Merchandise Optimization Tool - Hosting Fee

		
		  	 • BI - Gerber Technology Inc - Web PDM Maintenance

		
		  	 • BI - iPLanMerch., Fin., & Assort. Planning - SAS.Market Max

		
		  	 • BI - JDA - Space and Floor Planning - Maintenance

		
		  	 • BI - SAS Institute - Merch., Fin., & Assort. Planning - ASAP Weblogic

		
		  	 • BI - SAS Institute ( iPLanMerch., Fin., & Assort. Planning)

		
		  	 • Data Visualization

		
		  	 • Web PDM



  
 Exhibit 3 to
Appendix 1.01-A 
 31 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Information Analytics & Innovation 

 


			
	Service:	  	Targeted Interactions Support
		
	Service Description:	  	The targeted interactions support services are aligned to provide in-depth information about customer behavior and provide real-time analytics and reporting to better align
future offers.
		
	Chargeback method:	  	Transaction / seat
		
	Service Components:	  	 • Unica and Application Reporting Hosting/Support

		
		  	 • Unica Realtime annual maintenance



  
 Exhibit 3 to
Appendix 1.01-A 
 32 









 Execution Copy 

 

 IT SERVICES 
 2012 I&TG Service Catalog 
 Base Offering: Marketing, Pricing & Loyalty 

 

			
	Service:	  	Clearance Pricing Services
		
	Service Description:	  	The clearance pricing services are a collection of applications and services which provide:
		
		  	 • Markdown management services

		
		  	 • Clearance pricing services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • CLRP

		
		  	 • Kmart Markdown Management

		
		  	 • No Home Clearance System

		
		  	 • SAS Markdown Optimization

		
		  	 • Sears Markdown Management



  
 Exhibit 3 to
Appendix 1.01-A 
 33 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Marketing, Pricing & Loyalty 

 


			
	Service:	  	Dynamic Pricing Services
		
	Service Description:	  	The dynamic pricing services are a collection of applications and services which provide the following:
		
		  	 • Detailed analytics around competitor pricing

		
		  	 • Pricing recommendations

		
		  	 • Product matching services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Dynamic Pricing - Best Seller

		
		  	 • Dynamic Pricing - Crawling

		
		  	 • Dynamic Pricing - Data Sourcing

		
		  	 • Dynamic Pricing - Mygofer

		
		  	 • Dynamic Pricing - Price Recommendation

		
		  	 • Dynamic Pricing - Product Matching



  
 Exhibit 3 to
Appendix 1.01-A 
 34 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Marketing, Pricing & Loyalty 

 


			
	Service:	  	Loyalty Services
		
	Service Description:	  	Loyalty services within the Marketing, Pricing and Loyalty offering are specifically aligned to the Shop Your Way Rewards program. These services provide management over the
supplier being leveraged to host the program.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • SYWR - Epsilon



  
 Exhibit 3 to
Appendix 1.01-A 
 35 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Marketing, Pricing & Loyalty 

 


			
	Service:	  	Marketing / Advertising Services
		
	Service Description:	  	The marketing and advertising services are a collection of applications and services which provide:
		
		  	 • A consolidated database of customer information

		
		  	 • Digital asset management

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • CDW

		
		  	 • DAM

		
		  	 • Marketing/Advertising - IMPACT

		
		  	 • Marketing/Advertising - Kmart Legacy

		
		  	 • Marketing/Advertising - New Project Evaluation

		
		  	 • Marketing/Advertising - Sears Legacy

		
		  	 • TI

		
		  	 • Workhorse



  
 Exhibit 3 to
Appendix 1.01-A 
 36 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Marketing, Pricing & Loyalty 

 


			
	Service:	  	Pricing Services
		
	Service Description:	  	The pricing services is a collection of applications and services which provide the following:
		
		  	 • Price optimization

		
		  	 • Web portal to view pricing information

		
		  	 • Price management for both Sears and Kmart formats

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Deal Management

		
		  	 • K-Link

		
		  	 • McLane Cost Change Process

		
		  	 • Price Optimization

		
		  	 • Pricing - Ad Forecasting

		
		  	 • Pricing - DSD

		
		  	 • Pricing - GAME

		
		  	 • Pricing - Kmart Price Management

		
		  	 • Pricing - New Price

		
		  	 • Pricing - SAM

		
		  	 • Pricing - Sears Price Management

		
		  	 • Pricing - Uplift

		
		  	 • Pricing Portal

		
		  	 • Vendor Flags (a.k.a. VSAM)



  
 Exhibit 3 to
Appendix 1.01-A 
 37 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Marketing, Pricing & Loyalty 

 


			
	Service:	  	Publishing Services
		
	Service Description:	  	The publishing services is a service which provides an electronic alternative to a printed advertising circular. The electronic version would do a better job of targeting
specific audiences with relevant advertising information.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • e-Publishing



  
 Exhibit 3 to
Appendix 1.01-A 
 38 









 Execution Copy 

 

 IT SERVICES 
 2012 I&TG Service Catalog 
 Base Offering: Network & Security Services 

 

			
	Service:	  	Compliance
		
	Service Description:	  	The Compliance service is a collection of applications and processes which enable enterprise-wide adherence to industry requirements and best-practices which
include:
		
		  	 • Email protection services

		
		  	 • Penetration testing and intrusion detection

		
		  	 • Software licensing compliance

		
	Chargeback method:	  	Headcount / Headcount (Ex-POS)
		
	Service Components:	  	 • NPE - SLA Tracking/Reporting

		
		  	 • NPE - Vendor Governance

		
		  	 • SEC - Compliance - SW Maint - Bradford NAC

		
		  	 • SEC - Compliance - SW Maint - Email Encryption

		
		  	 • SEC - Compliance - SW Maint - RSA DLP

		
		  	 • SEC - Compliance - SW Maint - Tripwire

		
		  	 • SEC - Compliance eDiscovery Tool SW Maint

		
		  	 • SEC - Compliance HW Maintenance

		
		  	 • SEC - On-Line - SW Maint - Fortify



  
 Exhibit 3 to
Appendix 1.01-A 
 39 









 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Media Services
		
	Service Description:	  	Media Services is a suite of applications and services which provide SHC-wide capabilities such as:
		
		  	 • Peer-to-peer video conferencing

		
		  	 • Voice conferencing and equipment support

		
		  	 • Video conference room support and services

		
	Chargeback method:	  	Headcount - (Ex-POS)
		
	Service Components:	  	 • Maintenance on (2) Polycom video conference systems in Troy and Royal Oak

		
		  	 • Maintenance on Vidyo equipment, new in 2011 - PART OF RFP

		
		  	 • NPE - AudioWeb Conferencing Support

		
		  	 • NPE - Video Engineering

		
		  	 • NPE - Video Standards & Architecture

		
		  	 • Symon Readerboards in SHTC Annual Maintenance

		
		  	 • Video conferencing maintenance - New systems in 2011



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Non-retail Asset Maintenance
		
	Service Description:	  	Non-retail Asset Maintenance is a collection of tools and services aimed at providing asset maintenance to the non-retail functions. These services include:
		
		  	 • Private Branch Exchange (PBX) management for voice

		
		  	 • Cellular repeaters for the major facilities

		
		  	 • Wide Area Network (WAN) service optimization

		
		  	 • Voice over IP (VoIP) services

		
		  	 • Wireless services

		
	Chargeback method:	  	Headcount (Ex-POS)
		
	Service Components:	  	 • AT&T(Troy) - PBX, Mail etc.

		
		  	 • Hoffman Cellular repeater infrastructure T&M maintenance

		
		  	 • Meru controller maintenance new in 2010

		
		  	 • Meru s/w maintenance new in 2010

		
		  	 • Nexum - Checkpoint hardware maintenance used for Troy & Hoffman firewalls

		
		  	 • Palo Alto annual maintenance

		
		  	 • Riverbed annual maintenance

		
		  	 • SBC Hoffman PBX maintenance

		
		  	 • Sniffer Infinistream (Netscout) hardware maintenance for Troy network core



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Retail Asset Maintenance
		
	Service Description:	  	Retail Asset Maintenance is a collection of tools and services aimed at providing asset maintenance to the retail functions. These services include:
		
		  	 • Private Branch Exchange (PBX) management for voice

		
		  	 • Wide Area Network (WAN) service optimization

		
		  	 • Voice over IP (VoIP) services

		
		  	 • Wireless services

		
		  	 • Interactive voice response (IVR) systems support

		
	Chargeback method:	  	Headcount / Headcount (Ex-POS)
		
	Service Components:	  	 • AT&T 3174 SNA PU/LU Support

		
		  	 • Bluecoat hw maintenance for Kmart store systems proxies

		
		  	 • Bluecoat sw maintenance for Kmart store systems proxies

		
		  	 • Cisco - Verizon Smartnet maintenance financed through Cisco Capital 7/1/11 - 6/30/14

		
		  	 • Intervoice HW maint - IVR used for store locator, procedure help line, Kexpress, product return hotline, flu
clinic, AP

		
		  	 • Maintenance on Telident 911 System - new in 2010

		
		  	 • Nortel BCM (PBX) Maintenance - Crosscom /Siemens

		
		  	 • Nortel maintenance - Troy legacy routers

		
		  	 • Sentinel T&M maintenance for Cisco VoIP to desktop phones

		
		  	 • Siemens Maintenance Contract for all Sear locations with Siemens PBX, including Call Centers, PRS, SLS, Logistics
and FLS



  
 Exhibit 3 to
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Security
		
	Service Description:	  	Security services is a suite of tools, applications and services which provide the following:
		
		  	 • Secure web access and digital certificates

		
		  	 • Single Sign On (SSO) authentication

		
		  	 • Network scanning for vulnerabilities and threat management

		
		  	 • Payment Card Industry (PCI) compliance

		
		  	 • Crisis management

		
	Chargeback method:	  	Headcount / Headcount (Ex-POS)
		
	Service Components:	  	 • SEC - Secure Web Gateway

		
		  	 • SEC - Access Support

		
		  	 • SEC - Compliance vGO SSO

		
		  	 • SEC - Digital Certificates

		
		  	 • SEC - Endpoint Encryption & Security

		
		  	 • SEC - Identity Management

		
		  	 • SEC - Internal Vulnerability Scanning

		
		  	 • SEC - IPS Chassis

		
		  	 • SEC - Maint for mainframe ID creation tool

		
		  	 • SEC - Maintenance of Security Appliances

		
		  	 • SEC - Managed Security Service

		
		  	 • SEC - Mobile Management Server

		
		  	 • SEC - PCI Code Reviews & Vulnerability Scanning

		
		  	 • SEC - Production Support (Access Administration)

		
		  	 • SEC - Secops Project Management & Tools

		
		  	 • SEC - Security Compliance Support

		
		  	 • SEC - Security Operations Support

		
		  	 • SEC - SHC Crisis Management Program

		
		  	 • SEC - Vulnerability/Threat Management



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Telecom Provisioning & Management
		
	Service Description:	  	Telecom Provisioning & Management services provide support for the following:
		
		  	 • Provisioning of telecom equipment

		
		  	 • On-line, expense management systems and services

		
		  	 • Comprehensive Telecom Expense Management with our providers

		
		  	 • Contract management

		
	Chargeback method:	  	Headcount / Headcount (Ex-POS)
		
	Service Components:	  	 • NPE - Management & Administration

		
		  	 • NPE - Project Management & Administration

		
		  	 • NPE - Business Financials

		
		  	 • NPE - Provisioning & Support (Voice/Data/Cellular/BB)

		
		  	 • NPE - Telecom Expense Management

		
		  	 • TEM tool



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Telecommunications Data
		
	Service Description:	  	Telecommunications Data services are a collection of applications, tools and services which provide the following data services:
		
		  	 • Broadband internet/WAN services

		
		  	 • Dense wavelength division multiplexing (DWDM) services providing high-speed connectivity across
campuses

		
		  	 • Wireless support services

		
		  	 • Network performance monitoring and analysis services

		
	Chargeback method:	  	Actual / Headcount / Headcount (Ex-POS)
		
	Service Components:	  	 • ARIN - Internet Registration (Kmart)

		
		  	 • AT&T Broadband Aggregation, MIS / DSL Circuits and ANIRA

		
		  	 • Data Network cabling time & materials charges

		
		  	 • DWDM Private Data Network (PDN)

		
		  	 • Enterprise fee

		
		  	 • Hoffman Campus Wireless maintenance & support (AirWave)

		
		  	 • Hughes - Dealer Stores Lease & DSL

		
		  	 • Level 3 MPLS for Off Mall Sites

		
		  	 • NPE - Core/Data Center Engineering, Standards & Architecture

		
		  	 • NPE - Data Support Services Corporate, Off-Mall & Retail

		
		  	 • NPE - Engineering Standards & Architecture

		
		  	 • NPE - Firewall Engineering, Standards & Architecture

		
		  	 • NPE - Hometown Store Support

		
		  	 • NPE - Routing and Switching Engineering, Standards & Architecture

		
		  	 • NPE - Server & Application Load Balancing Engineering

		
		  	 • NPE - VPN/Remote Access Engineering, Standards & Architecture

		
		  	 • Opnet Maintenance

		
		  	 • Solarwinds Maintenance for Network analysis tools

		
		  	 • Sprint MPLS Head End Circuits OC3’s (Hoffman and Troy)



  
 Exhibit 3 to
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Network & Security Services 

 


			
	Service:	  	Telecommunications Voice
		
	Service Description:	  	Telecommunications Voice services are a collection of applications, tools and services which provide the following voice services:
		
		  	 • BlackBerry device support and connectivity

		
		  	 • Wireless cell phone support

		
		  	 • Call center support and maintenance services

		
		  	 • Voicemail systems support

		
	Chargeback method:	  	Actual / Headcount / Headcount (Ex-POS)
		
	Service Components:	  	 • Amerinet - Secure Sidewinder (Blackberry firewalls)

		
		  	 • AT&T Wireless Cell Phone Credit

		
		  	 • Intervoice SW maint - IVR used for store locator, procedure help line, Kexpress, product return hotline, flu
clinic, AP

		
		  	 • IVR Application (Edify replacement)

		
		  	 • Lyrix - Peoplefind, automated operator on Troy PBX

		
		  	 • NPE - Call Center/Voice Engineering, Standards & Architecture

		
		  	 • NPE - DATA/VOICE/WIRELESS MACD Corporate, Off-Mall & Retail

		
		  	 • NPE - Voice Support Services Corporate, Off-Mall & Retail

		
		  	 • NPE - Wireless Engineering

		
		  	 • NPE - Wireless Services Support Corporate, Off-Mall & Retail

		
		  	 • NPE - Wireless Standards & Architecture

		
		  	 • Research in Motion (RIM) - annual server licenses and fees

		
		  	 • Unimax 2nd Nature Software Maint - Hoffman uses to program/support the PBX and Voicemail systems Nortel Call
Pilot; Help Desk; Call Manager

		
		  	 • Unimax 2nd Nature Software Maint - Troy PBX programming interface & Help Desk

		
		  	 • Voice - AT&T CSU maintenance, to Call Centers

		
		  	 • WIRELESS - Cell Phones, Pagers, Blackberries, Wireless Air Card Backup (Outlet and SAC
stores)



  
 Exhibit 3 to
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 Execution Copy 

 

 IT SERVICES 
 2012 I&TG Service Catalog 
 Base Offering: Operational Services 

 

			
	Service:	  	Associate & Customer Desktop Support
		
	Service Description:	  	Associate & Customer Desktop Support services are a set of services which provide:
		
		  	 • Desktop support for the enterprise systems users

		
		  	 • Support for mobile platforms

		
		  	 • Desktop operating systems support

		
		  	 • Remote software installation and support services

		
	Chargeback method:	  	Headcount (Ex-POS)
		
	Service Components:	  	 • Enterprise Desktop - Non Retail

		
		  	 • Enterprise Mobility Framework

		
		  	 • Enterprise Windows Operating Systems

		
		  	 • Enterprise Workstation Builds

		
		  	 • Enterprise Wrkstn Pkg Install Rtl/NonRtl



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Operational Services 
  


			
	Service:	  	Data Center Operational Services
		
	Service Description:	  	Data Center Operational Services are a collection of services provided out of our data center which provide:
		
		  	 • Cloud computing support and services

		
		  	 • Hadoop (large data) support, services and analytics

		
		  	 • Data center facilities support and maintenance services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Cloud

		
		  	 • Hadoop

		
		  	 • Operations Center Support



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Operational Services 
  


			
	Service:	  	Distributed Environment Services
		
	Service Description:	  	Distributed Environment Services are a collection of services which provide the following for the distributed computing environment:
		
		  	 • Computer maintenance

		
		  	 • Support and service of the various software packages and installations

		
		  	 • Equipment support and repairs

		
	Chargeback method:	  	Application Consumption
		
	Service Components:	  	 • Distributed - Computer Maintenance

		
		  	 • Distributed - Data Procs Software Packages

		
		  	 • Distributed - Equipment Repairs



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Operational Services 
  


			
	Service:	  	Mainframe Services
		
	Service Description:	  	Mainframe Services is a collection of tools and services which provide support to our mainframe environment which includes:
		
		  	 • Computer maintenance services

		
		  	 • Software support

		
		  	 • Equipment repairs and rentals

		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • Mainframe - Computer Maintenance

		
		  	 • Mainframe - Data Procs Software Packages

		
		  	 • Mainframe - Equipment Repairs

		
		  	 • Mainframe - Machine Rentals



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Operational Services 
  


			
	Service:	  	Storage Services
		
	Service Description:	  	Storage Services is a collection of tools and services which provide support to our data storage needs which includes:
		
		  	 • Computer maintenance services

		
		  	 • Software support

		
		  	 • Equipment repairs and rentals

		
	Chargeback method:	  	Application Consumption
		
	Service Components:	  	 • Storage - Computer Maintenance

		
		  	 • Storage - Data Procs Software Packages

		
		  	 • Storage - Machine Rental



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Operational Services 
  


			
	Service:	  	Teradata Services
		
	Service Description:	  	Teradata Services is a collection of tools and services which provide support specific to our use of the Teradata platform. These services include:
		
		  	 • Teradata computer maintenance services

		
		  	 • Software support

		
	Chargeback method:	  	Transaction
		
	Service Components:	  	 • Teradata - Computer Maintenance

		
		  	 • Teradata - Data Procs Software Packages



  
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 Execution Copy 

 

 IT SERVICES 
 2012 I&TG Service Catalog 
 Base Offering: Retail Services 

 

			
	Service:	  	Core Retailing Transaction Support
		
	Service Description:	  	Core Retailing transactions support is a collection of applications and services which provide support to the Point of Sale including:
		
		  	 • Back office suite (SNC, MPU, KIN, RMU) support

		
		  	 • Integrated retailing mobile support (SHC Connect)

		
		  	 • Store opening and closing support

		
		  	 • Loss prevention support and services

		
		  	 • Labor management support and services

		
		  	 • Sign Management support and services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • ABD

		
		  	 • Back Office Suite (SNC MPU) & (KIN RMU)

		
		  	 • EOD Processing NFX

		
		  	 • Grocery Host

		
		  	 • Hometown - Hometown Connection

		
		  	 • Hometown - Sears Auth Deal Incnt SADI

		
		  	 • Hometown - Workstation SNC

		
		  	 • I&TG Int Retail SHC Connect

		
		  	 • I&TG Int Retail Str Open/Close - All Formats

		
		  	 • I&TG Int Retail Support Tool SOSl(Builds)

		
		  	 • Int Retail - My Gofer

		
		  	 • KIN Mainframe

		
		  	 • Kiosk Support - All Formats

		
		  	 • Labor Mgt(VLM WFM LMF)

		
		  	 • Loss Prevention - Wazagua

		
		  	 • Loss Prevention ASPECT - Sears(annually)

		
		  	 • Loss Prevention ASPECT -Kmart (twice a year)

		
		  	 • Sign Management RES

		
		  	 • Support Tool RWI(Services)



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Retail Services 
  


			
	Service:	  	Customer Facing Transaction Support
		
	Service Description:	  	Customer Facing transactions support is a collection of applications and services which provide support to the Point of Sale for end-user transaction processing,
including:
		
		  	 • Kmart Point of Sale (XPOS)

		
		  	 • Sears Point of Sale (NPOS)

		
		  	 • The Great Indoors point of sales support

		
		  	 • Automotive Point of Sale (TPOS)

		
		  	 • Outlet Stores point of sales support

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Kmart XPOS

		
		  	 • Outlet - Searsoutlet.com

		
		  	 • Outlet LIS

		
		  	 • Outlet Portal

		
		  	 • Outlet SOAP

		
		  	 • Pharmacy

		
		  	 • Sears NPOS

		
		  	 • TGI 20/20

		
		  	 • TGI BDM

		
		  	 • TGI MSL

		
		  	 • TGI OMNI

		
		  	 • TPOS



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Retail Services 
  


			
	Service:	  	Hardware Support Services
		
	Service Description:	  	Hardware Support Services within the Retail Services area is specifically aimed at providing support for Point of Sale hardware. This includes:
		
		  	 • Back office printer support and services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Back Office Printers



  
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 Execution Copy 

 

 IT SERVICES 
 2012 I&TG Service Catalog 
 Base Offering: Service Management 

 

			
	Service:	  	Administration
		
	Service Description:	  	The Administration services within the Service Management area are the necessary people to ensure the Service Support & Maintenance activities are properly
administered.
		
	Chargeback method:	  	Headcount
		
	Service Components:	  	 • Support Administration



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Service Management 
  


			
	Service:	  	Business Continuity
		
	Service Description:	  	Business Continuity services provide the support and services necessary to ensure the business of Sears Holdings would continue to operate effectively in time of crisis or
systems outages.
		
	Chargeback method:	  	Headcount (Ex-POS)
		
	Service Components:	  	 • Business Continuity



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Service Management 
  


			
	Service:	  	I&TG Service Quality Management
		
	Service Description:	  	I&TG Service Quality Management services are a collection of processes and services which provide:
		
		  	 • Change management services

		
		  	 • Service level monitoring and reporting services

		
		  	 • Configuration management services

		
		  	 • Release management services

		
	Chargeback method:	  	Headcount
		
	Service Components:	  	 • I&TG Service Change Mgmt

		
		  	 • I&TG Service Level Reporting

		
		  	 • I&TG Service Mgmt Asset Management

		
		  	 • I&TG Service Mgmt Configuration Management

		
		  	 • I&TG Service Mgmt HW Maintenance Support

		
		  	 • I&TG Service Release Mgmt



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Service Management 
  


			
	Service:	  	I&TG Service Support
		
	Service Description:	  	The I&TG Service Support services are a collection of services which are aimed specifically at providing support to the named I&TG Portfolios (aligned by the Business
Units they represent).
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • I&TG Service Support - BI

		
		  	 • I&TG Service Support - Home Services/Service Live

		
		  	 • I&TG Service Support - Marketing & Pricing

		
		  	 • I&TG Service Support - Store Systems

		
		  	 • I&TG Service Support - Supply Chain



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Service Management 
  


			
	Service:	  	I&TG Service Support - Corporate Desktop Support
		
	Service Description:	  	I&TG Service Support - Corporate Desktop Support are services specifically designed to support the Corporate Desktop environment (Hoffman Estates) and all the Business Units
represented there.
		
	Chargeback method:	  	Headcount (Ex-POS)
		
	Service Components:	  	 • I&TG Service Support - Corporate Desktop Support



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Service Management 
  


			
	Service:	  	Learning & Development
		
	Service Description:	  	The Learning & Development support services within Service Management are all the applications, tools and services necessary to provide the CTC training rooms with the
computer/lab equipment.
		
	Chargeback method:	  	Headcount (Ex-POS)
		
	Service Components:	  	 • Training Room



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Service Management 
  


			
	Service:	  	Performance & Service Mgmt
		
	Service Description:	  	Performance & Service Management services are a collection of services and processes which provide I&TG service continuity in the following areas:
		
		  	 • Business Service Management services

		
		  	 • Incident Management services

		
		  	 • Knowledge Management services

		
		  	 • Problem Management services

		
	Chargeback method:	  	Headcount
		
	Service Components:	  	 • I&TG Service Mgmt Business Service Management

		
		  	 • I&TG Service Mgmt Incident Management

		
		  	 • I&TG Service Mgmt Knowledge Management

		
		  	 • I&TG Service Mgmt Problem Management



  
 Exhibit 3 to
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 Execution Copy 

 

 IT SERVICES 
 2012 I&TG Service Catalog 
 Base Offering: Supply Chain Services 

 

			
	Service:	  	Business to Business Systems Support
		
	Service Description:	  	Business to Business Systems Support are the services and applications which provide support from one BU to another and include:
		
		  	 • Order support systems for Kenmore, Craftsman & Diehard

		
		  	 • Cross training of BU associates

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Brand Order Support System (BOSS)

		
		  	 • Cross Training



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Design Systems Support
		
	Service Description:	  	Design Systems Support is a collection of applications and services which provide support and software to the Design business unit.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Product Design Software



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Distribution Center Systems Support
		
	Service Description:	  	Distribution Center Systems support is a collection of applications and services which provide support to the various types of distribution centers within Supply Chain. These
include:
		
		  	 • Direct Delivery Centers support

		
		  	 • Customer Direct Fulfillment Centers support

		
		  	 • Jewelry Replenishment Centers support

		
		  	 • Warehouse Management Systems support

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Black Box

		
		  	 • Direct Delivery Center (DDC) WMS

		
		  	 • DOS DD

		
		  	 • DOS DD MF

		
		  	 • Jewely Replenishment Center

		
		  	 • JFC & CDFC WMS

		
		  	 • KEXE

		
		  	 • Market Delivery Operation (MDO)

		
		  	 • mygoferWMS

		
		  	 • OH

		
		  	 • PDC/IRC WMS

		
		  	 • PkMS

		
		  	 • Retail/Jewelry Replenishment Center (RRC/JRC) WMS

		
		  	 • RRC, TDC, JRC - DOS TW-MF

		
		  	 • Source Availability System (SAS) - Mainframe

		
		  	 • Third Party DC (Distribution Center)

		
		  	 • WMS



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Import Systems Support
		
	Service Description:	  	Import Systems support services is the collection of applications and services necessary to provide support for the Import function within Supply Chain.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Import 2000



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Inventory Management
		
	Service Description:	  	Inventory Management services is a suite of applications and services which provide support for the following:
		
		  	 • Inventory allocation services

		
		  	 • Inventory replenishment services

		
		  	 • Integrated demand and replenishment planning services

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Allocation

		
		  	 • IDRP

		
		  	 • Kmart Replenishment

		
		  	 • Scan Based Trading



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Item Management Services
		
	Service Description:	  	Item Management Services are a suite of applications and services which are used to Design, Source, and fully setup products in the systems required for ordering, receiving,
shipping, selling and paying for products sold in Kmart, Sears, TGI and online formats. These include:
		
		  	 • Item On-Boarding services

		
		  	 • Item Maintenance Application (IMA)

		
		  	 • Costing Model Application (CMA)

		
		  	 • Data Catalogue Integration (1Sync and Inovis third party catalogues)

		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • CORE & IMA2CORE&BVP

		
		  	 • Costing Model Application (CMA)

		
		  	 • Data Catalogue / Data Integration

		
		  	 • Item Batch, Vision, Other

		
		  	 • Item Maintenance Application (IMA)

		
		  	 • SHC Hierarchy



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Ordering & Receiving Support
		
	Service Description:	  	Ordering & Receiving Support services include applications and services related to Distribution Center ordering and receiving functions.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • DC Order Mgmt System (OMS)



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Retail Demand Intelligence
		
	Service Description:	  	Retail Demand Intelligence services are a collection of applications and services which include support for break/fix, monitoring, and enhancements). These systems summarize
sales data at various levels to be used by Allocation and Replenishment.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • BEST



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Return Goods Processing Support
		
	Service Description:	  	Return Goods Processing Support services is responsible for processing Return of Goods via Store along with tracking the Goods received and shipped from Third Party Return
Distribution Centers.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Return Goods



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Store Space Management Systems Support
		
	Service Description:	  	Store Space Management Systems Support services is a collection of services and applications which provide the functionality necessary to appropriately plan and allocation store
space to displays and product placement.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Space/Floor Planning



  
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 Execution Copy 

IT SERVICES 
 2012 I&TG
Service Catalog 
 Base Offering: Supply Chain Services 
  


			
	Service:	  	Transportation Systems Support
		
	Service Description:	  	Transportation Systems Support services is a collection of services and applications which help with the optimization and management of transportation functions and
systems.
		
	Chargeback method:	  	Actual
		
	Service Components:	  	 • Legacy Transportation



  
 Exhibit 3 to
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 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	3439	  	  	 	45078	  	  	$	87.33	  
	 Hometown
	  	 	3409	  	  	 	45078	  	  	$	87.33	  
	 Hometown
	  	 	5501	  	  	 	45078	  	  	$	87.33	  
	 Hometown
	  	 	7392	  	  	 	45094	  	  	$	80.45	  
	 Hometown
	  	 	5467	  	  	 	45094	  	  	$	80.45	  
	 Hometown
	  	 	3161	  	  	 	45094	  	  	$	80.45	  
	 Hometown
	  	 	7163	  	  	 	45094	  	  	$	80.45	  
	 Hometown
	  	 	7203	  	  	 	45094	  	  	$	80.45	  
	 Hometown
	  	 	9632	  	  	 	32980	  	  	$	86.92	  
	 Hometown
	  	 	3099	  	  	 	32980	  	  	$	86.92	  
	 Hometown
	  	 	3492	  	  	 	32980	  	  	$	86.92	  
	 Hometown
	  	 	5824	  	  	 	32980	  	  	$	86.92	  
	 Hometown
	  	 	3838	  	  	 	45573	  	  	$	86.83	  
	 Hometown
	  	 	3856	  	  	 	45573	  	  	$	86.83	  
	 Hometown
	  	 	7816	  	  	 	45573	  	  	$	86.83	  
	 Hometown
	  	 	7377	  	  	 	45573	  	  	$	86.83	  
	 Hometown
	  	 	6420	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	3281	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	3091	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	1832	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	3930	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	5584	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	5710	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	5811	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	3204	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	7821	  	  	 	45117	  	  	$	85.81	  
	 Hometown
	  	 	5777	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	2726	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	5407	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	5918	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	5272	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	5469	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	3430	  	  	 	45119	  	  	$	105.90	  
	 Hometown
	  	 	5520	  	  	 	45120	  	  	$	93.58	  
	 Hometown
	  	 	5559	  	  	 	45120	  	  	$	93.58	  
	 Hometown
	  	 	3849	  	  	 	45120	  	  	$	93.58	  
	 Hometown
	  	 	5524	  	  	 	45568	  	  	$	107.99	  
	 Hometown
	  	 	5232	  	  	 	45568	  	  	$	107.99	  
	 Hometown
	  	 	3294	  	  	 	45568	  	  	$	107.99	  
	 Hometown
	  	 	6087	  	  	 	45568	  	  	$	107.99	  
	 Hometown
	  	 	3610	  	  	 	45569	  	  	$	91.35	  
	 Hometown
	  	 	2780	  	  	 	45569	  	  	$	91.35	  
	 Hometown
	  	 	5929	  	  	 	45569	  	  	$	91.35	  
	 Hometown
	  	 	3081	  	  	 	45569	  	  	$	91.35	  
	 Hometown
	  	 	7211	  	  	 	45569	  	  	$	91.35	  
	 Hometown
	  	 	5220	  	  	 	45569	  	  	$	91.35	  
	 Hometown
	  	 	3482	  	  	 	45569	  	  	$	91.35	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	1 of 14
		 	  
 Ex. 4
– Page 1
	  	










 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	6558	  	  	 	45570	  	  	$	91.12	  
	 Hometown
	  	 	6213	  	  	 	45570	  	  	$	91.12	  
	 Hometown
	  	 	8146	  	  	 	45570	  	  	$	91.12	  
	 Hometown
	  	 	3887	  	  	 	45130	  	  	$	99.24	  
	 Hometown
	  	 	7301	  	  	 	45130	  	  	$	99.24	  
	 Hometown
	  	 	7515	  	  	 	45130	  	  	$	99.24	  
	 Hometown
	  	 	5945	  	  	 	45130	  	  	$	99.24	  
	 Hometown
	  	 	6720	  	  	 	45130	  	  	$	99.24	  
	 Hometown
	  	 	3944	  	  	 	45130	  	  	$	99.24	  
	 Hometown
	  	 	5588	  	  	 	45133	  	  	$	96.29	  
	 Hometown
	  	 	3576	  	  	 	45133	  	  	$	96.29	  
	 Hometown
	  	 	6288	  	  	 	45133	  	  	$	96.29	  
	 Hometown
	  	 	6741	  	  	 	45133	  	  	$	96.29	  
	 Hometown
	  	 	5534	  	  	 	45133	  	  	$	96.29	  
	 Hometown
	  	 	5891	  	  	 	45136	  	  	$	117.48	  
	 Hometown
	  	 	5510	  	  	 	45136	  	  	$	117.48	  
	 Hometown
	  	 	5495	  	  	 	45136	  	  	$	117.48	  
	 Hometown
	  	 	3647	  	  	 	45136	  	  	$	117.48	  
	 Hometown
	  	 	6240	  	  	 	45136	  	  	$	117.48	  
	 Hometown
	  	 	3936	  	  	 	45136	  	  	$	117.48	  
	 Hometown
	  	 	3525	  	  	 	45148	  	  	$	113.55	  
	 Hometown
	  	 	5735	  	  	 	45148	  	  	$	113.55	  
	 Hometown
	  	 	3445	  	  	 	45148	  	  	$	113.55	  
	 Hometown
	  	 	5505	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	5620	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	3870	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	2753	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	3739	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	5826	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	3974	  	  	 	45566	  	  	$	77.99	  
	 Hometown
	  	 	5835	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	3123	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	5815	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	3463	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	6979	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	5759	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	3690	  	  	 	45166	  	  	$	90.62	  
	 Hometown
	  	 	7476	  	  	 	45583	  	  	$	117.44	  
	 Hometown
	  	 	1846	  	  	 	45583	  	  	$	117.44	  
	 Hometown
	  	 	7267	  	  	 	45583	  	  	$	117.44	  
	 Hometown
	  	 	3898	  	  	 	45583	  	  	$	117.44	  
	 Hometown
	  	 	5760	  	  	 	45583	  	  	$	117.44	  
	 Hometown
	  	 	3545	  	  	 	45583	  	  	$	117.44	  
	 Hometown
	  	 	7468	  	  	 	45591	  	  	$	107.96	  
	 Hometown
	  	 	3875	  	  	 	45591	  	  	$	107.96	  
	 Hometown
	  	 	8108	  	  	 	45591	  	  	$	107.96	  
	 Hometown
	  	 	5193	  	  	 	45062	  	  	$	75.20	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	2 of 14
		 	  
 Ex. 4
– Page 2
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	1444	  	  	 	45062	  	  	$	75.20	  
	 Hometown
	  	 	7703	  	  	 	45062	  	  	$	75.20	  
	 Hometown
	  	 	5462	  	  	 	45064	  	  	$	76.23	  
	 Hometown
	  	 	3694	  	  	 	45064	  	  	$	76.23	  
	 Hometown
	  	 	5960	  	  	 	45064	  	  	$	76.23	  
	 Hometown
	  	 	6637	  	  	 	45064	  	  	$	76.23	  
	 Hometown
	  	 	3514	  	  	 	45064	  	  	$	76.23	  
	 Hometown
	  	 	7262	  	  	 	45065	  	  	$	64.57	  
	 Hometown
	  	 	3384	  	  	 	45065	  	  	$	64.57	  
	 Hometown
	  	 	5194	  	  	 	45065	  	  	$	64.57	  
	 Hometown
	  	 	6966	  	  	 	45065	  	  	$	64.57	  
	 Hometown
	  	 	3609	  	  	 	45065	  	  	$	64.57	  
	 Hometown
	  	 	7694	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	2713	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	5876	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	3246	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	3426	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	1926	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	3965	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	2634	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	7506	  	  	 	45070	  	  	$	82.49	  
	 Hometown
	  	 	5180	  	  	 	45076	  	  	$	67.50	  
	 Hometown
	  	 	1849	  	  	 	45076	  	  	$	67.50	  
	 Hometown
	  	 	3469	  	  	 	45076	  	  	$	67.50	  
	 Hometown
	  	 	3449	  	  	 	45076	  	  	$	67.50	  
	 Hometown
	  	 	3448	  	  	 	45077	  	  	$	91.28	  
	 Hometown
	  	 	7658	  	  	 	45079	  	  	$	75.09	  
	 Hometown
	  	 	5822	  	  	 	45079	  	  	$	75.09	  
	 Hometown
	  	 	2579	  	  	 	45079	  	  	$	75.09	  
	 Hometown
	  	 	3611	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	3883	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	5216	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	3791	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	2172	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	6726	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	4951	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	3983	  	  	 	45081	  	  	$	97.55	  
	 Hometown
	  	 	7638	  	  	 	45083	  	  	$	72.93	  
	 Hometown
	  	 	3101	  	  	 	45083	  	  	$	72.93	  
	 Hometown
	  	 	8030	  	  	 	45083	  	  	$	72.93	  
	 Hometown
	  	 	6475	  	  	 	45083	  	  	$	72.93	  
	 Hometown
	  	 	6611	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	1870	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	7370	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	3102	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	3341	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	6573	  	  	 	45088	  	  	$	76.69	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	3 of 14
		  	  
 Ex. 4
– Page 3
	  	










 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	9890	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	7290	  	  	 	45088	  	  	$	76.69	  
	 Hometown
	  	 	3250	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	1933	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	9607	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	7357	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	7406	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	5400	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	3181	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	7952	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	5231	  	  	 	45095	  	  	$	76.32	  
	 Hometown
	  	 	9291	  	  	 	45572	  	  	$	78.88	  
	 Hometown
	  	 	9292	  	  	 	45572	  	  	$	78.88	  
	 Hometown
	  	 	6856	  	  	 	45572	  	  	$	78.88	  
	 Hometown
	  	 	5494	  	  	 	45572	  	  	$	78.88	  
	 Hometown
	  	 	5977	  	  	 	45105	  	  	$	83.08	  
	 Hometown
	  	 	1848	  	  	 	45105	  	  	$	83.08	  
	 Hometown
	  	 	3649	  	  	 	45106	  	  	$	75.58	  
	 Hometown
	  	 	1801	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	6908	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	2572	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	7284	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	9270	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	1741	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	1806	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	1803	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	5825	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	6583	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	2930	  	  	 	45109	  	  	$	77.56	  
	 Hometown
	  	 	3591	  	  	 	45565	  	  	$	75.96	  
	 Hometown
	  	 	2701	  	  	 	45565	  	  	$	75.96	  
	 Hometown
	  	 	5542	  	  	 	45565	  	  	$	75.96	  
	 Hometown
	  	 	5482	  	  	 	45565	  	  	$	75.96	  
	 Hometown
	  	 	6614	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	3112	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	3612	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	7630	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	1852	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	7433	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	3472	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	5724	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	6586	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	3830	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	5738	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	7742	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	1842	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	3242	  	  	 	45116	  	  	$	95.41	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	4 of 14
		 	  
 Ex. 4
– Page 4
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	3921	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	3652	  	  	 	45116	  	  	$	95.41	  
	 Hometown
	  	 	5464	  	  	 	45127	  	  	$	116.60	  
	 Hometown
	  	 	7954	  	  	 	45127	  	  	$	116.60	  
	 Hometown
	  	 	5751	  	  	 	45127	  	  	$	116.60	  
	 Hometown
	  	 	6325	  	  	 	45127	  	  	$	116.60	  
	 Hometown
	  	 	7291	  	  	 	45127	  	  	$	116.60	  
	 Hometown
	  	 	9209	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	2024	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	3526	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	1939	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	3259	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	3565	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	3674	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	7271	  	  	 	45598	  	  	$	103.67	  
	 Hometown
	  	 	5748	  	  	 	45129	  	  	$	86.50	  
	 Hometown
	  	 	5790	  	  	 	45129	  	  	$	86.50	  
	 Hometown
	  	 	3969	  	  	 	45129	  	  	$	86.50	  
	 Hometown
	  	 	3055	  	  	 	45129	  	  	$	86.50	  
	 Hometown
	  	 	8164	  	  	 	45129	  	  	$	86.50	  
	 Hometown
	  	 	7815	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	7737	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	8092	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	5915	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	5916	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	9628	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	5919	  	  	 	45134	  	  	$	81.81	  
	 Hometown
	  	 	5875	  	  	 	45135	  	  	$	87.38	  
	 Hometown
	  	 	7483	  	  	 	45135	  	  	$	87.38	  
	 Hometown
	  	 	7807	  	  	 	45135	  	  	$	87.38	  
	 Hometown
	  	 	3036	  	  	 	45135	  	  	$	87.38	  
	 Hometown
	  	 	3636	  	  	 	45135	  	  	$	87.38	  
	 Hometown
	  	 	5695	  	  	 	45560	  	  	$	111.62	  
	 Hometown
	  	 	5165	  	  	 	45560	  	  	$	111.62	  
	 Hometown
	  	 	6622	  	  	 	45560	  	  	$	111.62	  
	 Hometown
	  	 	6643	  	  	 	45154	  	  	$	95.42	  
	 Hometown
	  	 	3473	  	  	 	45154	  	  	$	95.42	  
	 Hometown
	  	 	3913	  	  	 	45154	  	  	$	95.42	  
	 Hometown
	  	 	3603	  	  	 	45154	  	  	$	95.42	  
	 Hometown
	  	 	3134	  	  	 	45154	  	  	$	95.42	  
	 Hometown
	  	 	3148	  	  	 	45154	  	  	$	95.42	  
	 Hometown
	  	 	5504	  	  	 	45156	  	  	$	69.07	  
	 Hometown
	  	 	7893	  	  	 	45156	  	  	$	69.07	  
	 Hometown
	  	 	5412	  	  	 	45156	  	  	$	69.07	  
	 Hometown
	  	 	5152	  	  	 	45156	  	  	$	69.07	  
	 Hometown
	  	 	3871	  	  	 	45156	  	  	$	69.07	  
	 Hometown
	  	 	7102	  	  	 	45164	  	  	$	76.56	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	5 of 14
		  	  
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– Page 5
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	3434	  	  	 	45164	  	  	$	76.56	  
	 Hometown
	  	 	7693	  	  	 	45164	  	  	$	76.56	  
	 Hometown
	  	 	3712	  	  	 	45164	  	  	$	76.56	  
	 Hometown
	  	 	6846	  	  	 	45165	  	  	$	74.72	  
	 Hometown
	  	 	5507	  	  	 	45165	  	  	$	74.72	  
	 Hometown
	  	 	5756	  	  	 	45165	  	  	$	74.72	  
	 Hometown
	  	 	9272	  	  	 	45165	  	  	$	74.72	  
	 Hometown
	  	 	1845	  	  	 	45169	  	  	$	91.95	  
	 Hometown
	  	 	6135	  	  	 	45170	  	  	$	87.48	  
	 Hometown
	  	 	7378	  	  	 	45170	  	  	$	87.48	  
	 Hometown
	  	 	6581	  	  	 	45170	  	  	$	87.48	  
	 Hometown
	  	 	7720	  	  	 	45170	  	  	$	87.48	  
	 Hometown
	  	 	3150	  	  	 	45170	  	  	$	87.48	  
	 Hometown
	  	 	9843	  	  	 	45599	  	  	$	84.77	  
	 Hometown
	  	 	5711	  	  	 	45599	  	  	$	84.77	  
	 Hometown
	  	 	3374	  	  	 	45599	  	  	$	84.77	  
	 Hometown
	  	 	7813	  	  	 	45176	  	  	$	81.27	  
	 Hometown
	  	 	6557	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	3587	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	3217	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	6740	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	7726	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	3906	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	3007	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	7202	  	  	 	45137	  	  	$	99.46	  
	 Hometown
	  	 	3574	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	7545	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	3003	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	3673	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	3273	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	5461	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	3285	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	3064	  	  	 	45060	  	  	$	82.99	  
	 Hometown
	  	 	3503	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	5455	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	2702	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	4864	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	6686	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	5522	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	7573	  	  	 	45061	  	  	$	98.75	  
	 Hometown
	  	 	5847	  	  	 	45067	  	  	$	63.48	  
	 Hometown
	  	 	5734	  	  	 	45067	  	  	$	63.48	  
	 Hometown
	  	 	5192	  	  	 	45067	  	  	$	63.48	  
	 Hometown
	  	 	5955	  	  	 	45067	  	  	$	63.48	  
	 Hometown
	  	 	9698	  	  	 	45067	  	  	$	63.48	  
	 Hometown
	  	 	5533	  	  	 	45067	  	  	$	63.48	  
	 Hometown
	  	 	3640	  	  	 	45578	  	  	$	107.81	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	6 of 14
		  	  
 Ex. 4
– Page 6
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	3121	  	  	 	45578	  	  	$	107.81	  
	 Hometown
	  	 	5828	  	  	 	45578	  	  	$	107.81	  
	 Hometown
	  	 	9970	  	  	 	45068	  	  	$	95.54	  
	 Hometown
	  	 	5853	  	  	 	45068	  	  	$	95.54	  
	 Hometown
	  	 	5993	  	  	 	45068	  	  	$	95.54	  
	 Hometown
	  	 	5858	  	  	 	45068	  	  	$	95.54	  
	 Hometown
	  	 	7550	  	  	 	45073	  	  	$	70.45	  
	 Hometown
	  	 	5820	  	  	 	45073	  	  	$	70.45	  
	 Hometown
	  	 	2426	  	  	 	45073	  	  	$	70.45	  
	 Hometown
	  	 	3166	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	1825	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	3226	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	6224	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	5867	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	2004	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	5852	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	5690	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	5836	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	5696	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	3236	  	  	 	45577	  	  	$	87.36	  
	 Hometown
	  	 	5704	  	  	 	45074	  	  	$	91.25	  
	 Hometown
	  	 	5498	  	  	 	45581	  	  	$	78.22	  
	 Hometown
	  	 	3450	  	  	 	45581	  	  	$	78.22	  
	 Hometown
	  	 	1861	  	  	 	45581	  	  	$	78.22	  
	 Hometown
	  	 	1860	  	  	 	45581	  	  	$	78.22	  
	 Hometown
	  	 	5754	  	  	 	45581	  	  	$	78.22	  
	 Hometown
	  	 	2159	  	  	 	45574	  	  	$	84.27	  
	 Hometown
	  	 	5515	  	  	 	45574	  	  	$	84.27	  
	 Hometown
	  	 	5888	  	  	 	45574	  	  	$	84.27	  
	 Hometown
	  	 	5937	  	  	 	45574	  	  	$	84.27	  
	 Hometown
	  	 	3549	  	  	 	45574	  	  	$	84.27	  
	 Hometown
	  	 	8034	  	  	 	45574	  	  	$	84.27	  
	 Hometown
	  	 	6574	  	  	 	45084	  	  	$	68.21	  
	 Hometown
	  	 	7671	  	  	 	45084	  	  	$	68.21	  
	 Hometown
	  	 	3432	  	  	 	45084	  	  	$	68.21	  
	 Hometown
	  	 	5895	  	  	 	45084	  	  	$	68.21	  
	 Hometown
	  	 	3980	  	  	 	45084	  	  	$	68.21	  
	 Hometown
	  	 	4789	  	  	 	45084	  	  	$	68.21	  
	 Hometown
	  	 	5933	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	3303	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	5951	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	3261	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	5903	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	5212	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	3280	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	5536	  	  	 	45559	  	  	$	70.86	  
	 Hometown
	  	 	9655	  	  	 	45089	  	  	$	60.03	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	7 of 14
		  	  
 Ex. 4
– Page 7
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	9666	  	  	 	45089	  	  	$	60.03	  
	 Hometown
	  	 	9668	  	  	 	45089	  	  	$	60.03	  
	 Hometown
	  	 	5855	  	  	 	45089	  	  	$	60.03	  
	 Hometown
	  	 	1483	  	  	 	45089	  	  	$	60.03	  
	 Hometown
	  	 	4661	  	  	 	45089	  	  	$	60.03	  
	 Hometown
	  	 	7860	  	  	 	45091	  	  	$	69.31	  
	 Hometown
	  	 	7674	  	  	 	45091	  	  	$	69.31	  
	 Hometown
	  	 	5276	  	  	 	45099	  	  	$	67.31	  
	 Hometown
	  	 	5312	  	  	 	45099	  	  	$	67.31	  
	 Hometown
	  	 	1867	  	  	 	45099	  	  	$	67.31	  
	 Hometown
	  	 	7617	  	  	 	45099	  	  	$	67.31	  
	 Hometown
	  	 	3590	  	  	 	45099	  	  	$	67.31	  
	 Hometown
	  	 	7497	  	  	 	45099	  	  	$	67.31	  
	 Hometown
	  	 	3826	  	  	 	45100	  	  	$	83.38	  
	 Hometown
	  	 	1839	  	  	 	45100	  	  	$	83.38	  
	 Hometown
	  	 	3349	  	  	 	45100	  	  	$	83.38	  
	 Hometown
	  	 	6526	  	  	 	45100	  	  	$	83.38	  
	 Hometown
	  	 	5803	  	  	 	45100	  	  	$	83.38	  
	 Hometown
	  	 	1815	  	  	 	45101	  	  	$	65.45	  
	 Hometown
	  	 	5202	  	  	 	45101	  	  	$	65.45	  
	 Hometown
	  	 	9099	  	  	 	45101	  	  	$	65.45	  
	 Hometown
	  	 	2559	  	  	 	45101	  	  	$	65.45	  
	 Hometown
	  	 	7408	  	  	 	45101	  	  	$	65.45	  
	 Hometown
	  	 	3519	  	  	 	45101	  	  	$	65.45	  
	 Hometown
	  	 	9228	  	  	 	45103	  	  	$	56.77	  
	 Hometown
	  	 	4718	  	  	 	45103	  	  	$	56.77	  
	 Hometown
	  	 	9219	  	  	 	45103	  	  	$	56.77	  
	 Hometown
	  	 	5956	  	  	 	45103	  	  	$	56.77	  
	 Hometown
	  	 	9080	  	  	 	45104	  	  	$	70.40	  
	 Hometown
	  	 	3037	  	  	 	45104	  	  	$	70.40	  
	 Hometown
	  	 	1841	  	  	 	45104	  	  	$	70.40	  
	 Hometown
	  	 	1829	  	  	 	45104	  	  	$	70.40	  
	 Hometown
	  	 	7537	  	  	 	45104	  	  	$	70.40	  
	 Hometown
	  	 	4778	  	  	 	45104	  	  	$	70.40	  
	 Hometown
	  	 	3048	  	  	 	45107	  	  	$	56.51	  
	 Hometown
	  	 	9206	  	  	 	45108	  	  	$	119.95	  
	 Hometown
	  	 	5938	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	5191	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	9941	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	7514	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	5303	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	7782	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	5706	  	  	 	45111	  	  	$	90.39	  
	 Hometown
	  	 	5521	  	  	 	45112	  	  	$	87.70	  
	 Hometown
	  	 	5812	  	  	 	45112	  	  	$	87.70	  
	 Hometown
	  	 	2761	  	  	 	45112	  	  	$	87.70	  
	 Hometown
	  	 	5950	  	  	 	45112	  	  	$	87.70	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	8 of 14
		  	  
 Ex. 4
– Page 8
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	3192	  	  	 	45113	  	  	$	98.67	  
	 Hometown
	  	 	7657	  	  	 	45113	  	  	$	98.67	  
	 Hometown
	  	 	5489	  	  	 	45113	  	  	$	98.67	  
	 Hometown
	  	 	5742	  	  	 	45113	  	  	$	98.67	  
	 Hometown
	  	 	4663	  	  	 	45113	  	  	$	98.67	  
	 Hometown
	  	 	7502	  	  	 	45114	  	  	$	95.82	  
	 Hometown
	  	 	8036	  	  	 	45114	  	  	$	95.82	  
	 Hometown
	  	 	3738	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5570	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5859	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3702	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5869	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3453	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	2941	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5949	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	1821	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5850	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	6150	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3802	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3532	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	6414	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	2192	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3572	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5952	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	1940	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3440	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5839	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	5582	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	3391	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	1862	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	9982	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	6437	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	1931	  	  	 	45115	  	  	$	68.92	  
	 Hometown
	  	 	7559	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	3321	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	5893	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	5975	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	9242	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	6747	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	5827	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	9077	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	9227	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	2706	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	3977	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	2708	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	5840	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	7569	  	  	 	45122	  	  	$	71.46	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	9 of 14
		  	  
 Ex. 4
– Page 9
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	9472	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	1816	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	9504	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	6665	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	3307	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	9073	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	8076	  	  	 	45122	  	  	$	71.46	  
	 Hometown
	  	 	3135	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	5491	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	3704	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	6267	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	3125	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	3145	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	5973	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	7363	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	3918	  	  	 	45125	  	  	$	100.21	  
	 Hometown
	  	 	7220	  	  	 	45126	  	  	$	88.70	  
	 Hometown
	  	 	3346	  	  	 	45126	  	  	$	88.70	  
	 Hometown
	  	 	7350	  	  	 	45126	  	  	$	88.70	  
	 Hometown
	  	 	6684	  	  	 	45126	  	  	$	88.70	  
	 Hometown
	  	 	7709	  	  	 	45126	  	  	$	88.70	  
	 Hometown
	  	 	5726	  	  	 	45126	  	  	$	88.70	  
	 Hometown
	  	 	5691	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3787	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	7491	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	5917	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	5887	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3736	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3950	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	7210	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3012	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3915	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	1869	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	7614	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3157	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	3186	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	6208	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	6504	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	6753	  	  	 	45132	  	  	$	90.25	  
	 Hometown
	  	 	9286	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	7728	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	5658	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	6911	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	5663	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	5947	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	5656	  	  	 	45138	  	  	$	57.22	  
	 Hometown
	  	 	5657	  	  	 	45138	  	  	$	57.22	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	10 of 14
		  	  
 Ex. 4
– Page 10
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	5359	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	5626	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	5681	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	3039	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	3908	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	6402	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	6410	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	3999	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	5707	  	  	 	45139	  	  	$	73.64	  
	 Hometown
	  	 	5343	  	  	 	45140	  	  	$	50.00	  
	 Hometown
	  	 	9295	  	  	 	45140	  	  	$	50.00	  
	 Hometown
	  	 	5557	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	7609	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5530	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5535	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5674	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	3437	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	3038	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5576	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5565	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5615	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	3079	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5727	  	  	 	45142	  	  	$	70.31	  
	 Hometown
	  	 	5453	  	  	 	45143	  	  	$	93.37	  
	 Hometown
	  	 	3859	  	  	 	45143	  	  	$	93.37	  
	 Hometown
	  	 	2169	  	  	 	45143	  	  	$	93.37	  
	 Hometown
	  	 	3046	  	  	 	45143	  	  	$	93.37	  
	 Hometown
	  	 	5250	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5686	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	7789	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5636	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5743	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5609	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5642	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5606	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5682	  	  	 	45145	  	  	$	59.89	  
	 Hometown
	  	 	5889	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5633	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	3178	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5612	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5635	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5643	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5637	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5645	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5654	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5650	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	5628	  	  	 	45146	  	  	$	59.10	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	11 of 14
		  	  
 Ex. 4
– Page 11
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	5648	  	  	 	45146	  	  	$	59.10	  
	 Hometown
	  	 	7557	  	  	 	45149	  	  	$	73.04	  
	 Hometown
	  	 	2235	  	  	 	45149	  	  	$	73.04	  
	 Hometown
	  	 	7565	  	  	 	45149	  	  	$	73.04	  
	 Hometown
	  	 	2785	  	  	 	45149	  	  	$	73.04	  
	 Hometown
	  	 	4746	  	  	 	45149	  	  	$	73.04	  
	 Hometown
	  	 	5221	  	  	 	45149	  	  	$	73.04	  
	 Hometown
	  	 	3520	  	  	 	45151	  	  	$	67.68	  
	 Hometown
	  	 	5052	  	  	 	45151	  	  	$	67.68	  
	 Hometown
	  	 	6561	  	  	 	45151	  	  	$	67.68	  
	 Hometown
	  	 	7482	  	  	 	45151	  	  	$	67.68	  
	 Hometown
	  	 	3020	  	  	 	45151	  	  	$	67.68	  
	 Hometown
	  	 	3113	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	5832	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	5755	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	5490	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	7853	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	5807	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	6795	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	2751	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	9361	  	  	 	45153	  	  	$	72.75	  
	 Hometown
	  	 	2739	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1858	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	9201	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	7567	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	8105	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	7686	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	6017	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	6206	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1811	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1936	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1856	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	3497	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	3388	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1928	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1937	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	5927	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	3697	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	1819	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	3528	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	6400	  	  	 	45158	  	  	$	74.46	  
	 Hometown
	  	 	7489	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	3961	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	4798	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	3816	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	5818	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	3458	  	  	 	45160	  	  	$	77.38	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	12 of 14
		  	  
 Ex. 4
– Page 12
	  	









 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 

													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	3756	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	4693	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	9774	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	7222	  	  	 	45160	  	  	$	77.38	  
	 Hometown
	  	 	7667	  	  	 	45161	  	  	$	82.80	  
	 Hometown
	  	 	5795	  	  	 	45161	  	  	$	82.80	  
	 Hometown
	  	 	2709	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	3468	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	5809	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	7787	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	7391	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	7379	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1808	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1859	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	7403	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	5794	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1857	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	5414	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	5868	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	8033	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1965	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1938	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	3607	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1932	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	7178	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	1809	  	  	 	45162	  	  	$	69.50	  
	 Hometown
	  	 	2187	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	5854	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	7697	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	6722	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	5946	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	5175	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	3686	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	3948	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	7907	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	7114	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	5885	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	5897	  	  	 	45579	  	  	$	88.16	  
	 Hometown
	  	 	3215	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	3305	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	5587	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	6502	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	5673	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	5821	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	4780	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	4855	  	  	 	45580	  	  	$	85.65	  
	 Hometown
	  	 	7180	  	  	 	45576	  	  	$	63.24	  


  

					
		  	EXHIBIT 4 TO APPENDIX 1.01-A	  	13 of 14
		  	  
 Ex. 4
– Page 13
	  	










 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Hometown 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Hometown
	  	 	5547	  	  	 	45576	  	  	$	63.24	  
	 Hometown
	  	 	3073	  	  	 	45576	  	  	$	63.24	  
	 Hometown
	  	 	7190	  	  	 	45576	  	  	$	63.24	  
	 Hometown
	  	 	7172	  	  	 	45576	  	  	$	63.24	  
	 Hometown
	  	 	3743	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	2552	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	3006	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	4763	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	2194	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	3323	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	2202	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	7692	  	  	 	45163	  	  	$	60.30	  
	 Hometown
	  	 	2733	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	1817	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	3494	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	5882	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	1836	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	1923	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	5872	  	  	 	45593	  	  	$	94.79	  
	 Hometown
	  	 	9916	  	  	 	45168	  	  	$	73.97	  
	 Hometown
	  	 	3745	  	  	 	45168	  	  	$	73.97	  
	 Hometown
	  	 	6474	  	  	 	45171	  	  	$	72.10	  
	 Hometown
	  	 	2566	  	  	 	45171	  	  	$	72.10	  
	 Hometown
	  	 	2925	  	  	 	45171	  	  	$	72.10	  
	 Hometown
	  	 	1855	  	  	 	45171	  	  	$	72.10	  
	 Hometown
	  	 	5321	  	  	 	45171	  	  	$	72.10	  
	 Hometown
	  	 	7825	  	  	 	45172	  	  	$	86.48	  
	 Hometown
	  	 	5162	  	  	 	45172	  	  	$	86.48	  
	 Hometown
	  	 	1912	  	  	 	45172	  	  	$	86.48	  
	 Hometown
	  	 	7070	  	  	 	45172	  	  	$	86.48	  
	 Hometown
	  	 	8155	  	  	 	45172	  	  	$	86.48	  
	 Hometown
	  	 	7285	  	  	 	45172	  	  	$	86.48	  
	 Hometown
	  	 	7734	  	  	 	45177	  	  	$	69.19	  
	 Hometown
	  	 	1903	  	  	 	45177	  	  	$	69.19	  
	 Hometown
	  	 	5496	  	  	 	45177	  	  	$	69.19	  
	 Hometown
	  	 	5512	  	  	 	45177	  	  	$	69.19	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	14 of 14
		 	  
 Ex. 4
– Page 14
	  	










 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Outlet 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Outlet
	  	 	5264	  	  	 	45573	  	  	$	86.83	  
	 Outlet
	  	 	7661	  	  	 	45120	  	  	$	93.58	  
	 Outlet
	  	 	7633	  	  	 	45062	  	  	$	75.20	  
	 Outlet
	  	 	7424	  	  	 	45065	  	  	$	64.57	  
	 Outlet
	  	 	4324	  	  	 	45065	  	  	$	64.57	  
	 Outlet
	  	 	7564	  	  	 	45070	  	  	$	82.49	  
	 Outlet
	  	 	9974	  	  	 	45070	  	  	$	82.49	  
	 Outlet
	  	 	9888	  	  	 	45076	  	  	$	67.50	  
	 Outlet
	  	 	5397	  	  	 	45076	  	  	$	67.50	  
	 Outlet
	  	 	4620	  	  	 	45081	  	  	$	97.55	  
	 Outlet
	  	 	7592	  	  	 	45081	  	  	$	97.55	  
	 Outlet
	  	 	5060	  	  	 	45081	  	  	$	97.55	  
	 Outlet
	  	 	7601	  	  	 	45083	  	  	$	72.93	  
	 Outlet
	  	 	7611	  	  	 	45083	  	  	$	72.93	  
	 Outlet
	  	 	9603	  	  	 	45083	  	  	$	72.93	  
	 Outlet
	  	 	7562	  	  	 	45572	  	  	$	78.88	  
	 Outlet
	  	 	4583	  	  	 	45572	  	  	$	78.88	  
	 Outlet
	  	 	7237	  	  	 	45105	  	  	$	83.08	  
	 Outlet
	  	 	9849	  	  	 	45106	  	  	$	75.58	  
	 Outlet
	  	 	4619	  	  	 	45109	  	  	$	77.56	  
	 Outlet
	  	 	4696	  	  	 	45109	  	  	$	77.56	  
	 Outlet
	  	 	8279	  	  	 	45116	  	  	$	95.41	  
	 Outlet
	  	 	7533	  	  	 	45129	  	  	$	86.50	  
	 Outlet
	  	 	7588	  	  	 	45134	  	  	$	81.81	  
	 Outlet
	  	 	8487	  	  	 	45134	  	  	$	81.81	  
	 Outlet
	  	 	7820	  	  	 	45135	  	  	$	87.38	  
	 Outlet
	  	 	4994	  	  	 	45164	  	  	$	76.56	  
	 Outlet
	  	 	7593	  	  	 	45165	  	  	$	74.72	  
	 Outlet
	  	 	9983	  	  	 	45165	  	  	$	74.72	  
	 Outlet
	  	 	7507	  	  	 	45599	  	  	$	84.77	  
	 Outlet
	  	 	4823	  	  	 	45067	  	  	$	63.48	  
	 Outlet
	  	 	8286	  	  	 	45067	  	  	$	63.48	  
	 Outlet
	  	 	9892	  	  	 	45068	  	  	$	95.54	  
	 Outlet
	  	 	4599	  	  	 	45073	  	  	$	70.45	  
	 Outlet
	  	 	9876	  	  	 	45577	  	  	$	87.36	  
	 Outlet
	  	 	4606	  	  	 	45581	  	  	$	78.22	  
	 Outlet
	  	 	1916	  	  	 	45581	  	  	$	78.22	  
	 Outlet
	  	 	9670	  	  	 	45581	  	  	$	78.22	  
	 Outlet
	  	 	4790	  	  	 	45581	  	  	$	78.22	  
	 Outlet
	  	 	9756	  	  	 	45581	  	  	$	78.22	  
	 Outlet
	  	 	7538	  	  	 	45574	  	  	$	84.27	  
	 Outlet
	  	 	4119	  	  	 	45574	  	  	$	84.27	  
	 Outlet
	  	 	9788	  	  	 	45574	  	  	$	84.27	  
	 Outlet
	  	 	9850	  	  	 	45084	  	  	$	68.21	  
	 Outlet
	  	 	5230	  	  	 	45084	  	  	$	68.21	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	1 of 3
		 	  
 Ex. 4
– Page 15
	  	










 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Outlet 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Outlet
	  	 	7911	  	  	 	45084	  	  	$	68.21	  
	 Outlet
	  	 	9986	  	  	 	45084	  	  	$	68.21	  
	 Outlet
	  	 	7561	  	  	 	45084	  	  	$	68.21	  
	 Outlet
	  	 	9696	  	  	 	45089	  	  	$	60.03	  
	 Outlet
	  	 	5361	  	  	 	45089	  	  	$	60.03	  
	 Outlet
	  	 	4585	  	  	 	45090	  	  	$	63.41	  
	 Outlet
	  	 	7577	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	7159	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	9251	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	7590	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	8496	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	5207	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	5640	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	9785	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	7704	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	7540	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	9981	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	9870	  	  	 	45091	  	  	$	69.31	  
	 Outlet
	  	 	8246	  	  	 	45099	  	  	$	67.31	  
	 Outlet
	  	 	9764	  	  	 	45099	  	  	$	67.31	  
	 Outlet
	  	 	7541	  	  	 	45099	  	  	$	67.31	  
	 Outlet
	  	 	7529	  	  	 	45101	  	  	$	65.45	  
	 Outlet
	  	 	4099	  	  	 	45103	  	  	$	56.77	  
	 Outlet
	  	 	5298	  	  	 	45103	  	  	$	56.77	  
	 Outlet
	  	 	4958	  	  	 	45103	  	  	$	56.77	  
	 Outlet
	  	 	5282	  	  	 	45103	  	  	$	56.77	  
	 Outlet
	  	 	7349	  	  	 	45104	  	  	$	70.40	  
	 Outlet
	  	 	7089	  	  	 	45104	  	  	$	70.40	  
	 Outlet
	  	 	4598	  	  	 	45104	  	  	$	70.40	  
	 Outlet
	  	 	7359	  	  	 	45107	  	  	$	56.51	  
	 Outlet
	  	 	4328	  	  	 	45107	  	  	$	56.51	  
	 Outlet
	  	 	4001	  	  	 	45111	  	  	$	90.39	  
	 Outlet
	  	 	9112	  	  	 	45111	  	  	$	90.39	  
	 Outlet
	  	 	4611	  	  	 	45115	  	  	$	68.92	  
	 Outlet
	  	 	7652	  	  	 	45115	  	  	$	68.92	  
	 Outlet
	  	 	7612	  	  	 	45122	  	  	$	71.46	  
	 Outlet
	  	 	7556	  	  	 	45122	  	  	$	71.46	  
	 Outlet
	  	 	8470	  	  	 	45122	  	  	$	71.46	  
	 Outlet
	  	 	7438	  	  	 	45140	  	  	$	50.00	  
	 Outlet
	  	 	4049	  	  	 	45140	  	  	$	50.00	  
	 Outlet
	  	 	7659	  	  	 	45140	  	  	$	50.00	  
	 Outlet
	  	 	4618	  	  	 	45142	  	  	$	70.31	  
	 Outlet
	  	 	9229	  	  	 	45142	  	  	$	70.31	  
	 Outlet
	  	 	9486	  	  	 	45143	  	  	$	93.37	  
	 Outlet
	  	 	8346	  	  	 	45145	  	  	$	59.89	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	2 of 3
		 	  
 Ex. 4
– Page 16
	  	










 HOME SERVICES 
 2012 DELIVERY RATES 
 2012 Delivery Attachment 

Outlet 

2012 IBA 
  


													
	 Type of Store
	  	Store#	 	  	MDO	 	  	2012 Rate	 
	 Outlet
	  	 	9497	  	  	 	45146	  	  	$	59.10	  
	 Outlet
	  	 	4697	  	  	 	45146	  	  	$	59.10	  
	 Outlet
	  	 	7238	  	  	 	45146	  	  	$	59.10	  
	 Outlet
	  	 	9688	  	  	 	45146	  	  	$	59.10	  
	 Outlet
	  	 	7586	  	  	 	45149	  	  	$	73.04	  
	 Outlet
	  	 	8495	  	  	 	45149	  	  	$	73.04	  
	 Outlet
	  	 	7546	  	  	 	45149	  	  	$	73.04	  
	 Outlet
	  	 	7450	  	  	 	45151	  	  	$	67.68	  
	 Outlet
	  	 	7440	  	  	 	45151	  	  	$	67.68	  
	 Outlet
	  	 	4333	  	  	 	45153	  	  	$	72.75	  
	 Outlet
	  	 	9671	  	  	 	45153	  	  	$	72.75	  
	 Outlet
	  	 	4689	  	  	 	45153	  	  	$	72.75	  
	 Outlet
	  	 	9796	  	  	 	45158	  	  	$	74.46	  
	 Outlet
	  	 	7631	  	  	 	45158	  	  	$	74.46	  
	 Outlet
	  	 	4617	  	  	 	45158	  	  	$	74.46	  
	 Outlet
	  	 	7920	  	  	 	45158	  	  	$	74.46	  
	 Outlet
	  	 	4486	  	  	 	45158	  	  	$	74.46	  
	 Outlet
	  	 	4650	  	  	 	45158	  	  	$	74.46	  
	 Outlet
	  	 	9897	  	  	 	45160	  	  	$	77.38	  
	 Outlet
	  	 	9411	  	  	 	45162	  	  	$	69.50	  
	 Outlet
	  	 	8234	  	  	 	45162	  	  	$	69.50	  
	 Outlet
	  	 	7818	  	  	 	45162	  	  	$	69.50	  
	 Outlet
	  	 	9284	  	  	 	45579	  	  	$	88.16	  
	 Outlet
	  	 	8412	  	  	 	45580	  	  	$	85.65	  
	 Outlet
	  	 	7457	  	  	 	45580	  	  	$	85.65	  
	 Outlet
	  	 	5342	  	  	 	45576	  	  	$	63.24	  
	 Outlet
	  	 	4044	  	  	 	45576	  	  	$	63.24	  
	 Outlet
	  	 	9114	  	  	 	45576	  	  	$	63.24	  
	 Outlet
	  	 	4621	  	  	 	45576	  	  	$	63.24	  
	 Outlet
	  	 	4601	  	  	 	45576	  	  	$	63.24	  
	 Outlet
	  	 	9944	  	  	 	45163	  	  	$	60.30	  
	 Outlet
	  	 	8482	  	  	 	45163	  	  	$	60.30	  
	 Outlet
	  	 	9282	  	  	 	45163	  	  	$	60.30	  
	 Outlet
	  	 	8461	  	  	 	45167	  	  	$	153.00	  
	 Outlet
	  	 	5365	  	  	 	45168	  	  	$	73.97	  
	 Outlet
	  	 	4345	  	  	 	45168	  	  	$	73.97	  
	 Outlet
	  	 	4185	  	  	 	45171	  	  	$	72.10	  
	 Outlet
	  	 	4335	  	  	 	45171	  	  	$	72.10	  
	 Outlet
	  	 	6052	  	  	 	45171	  	  	$	72.10	  


  

					
		 	EXHIBIT 4 TO APPENDIX 1.01-A	  	3 of 3
		 	  
 Ex. 4
– Page 17
	  	










 Execution Copy 

 

 Appendix 1.01-B 

Effective Date 

The Effective Date referred to in Section 1.01 is September     , 2012. 

  
 Appendix
1.01-B- Page – 1 









 Execution Copy 
  

 Appendix 1.10 Service Operating Committee 

Party Contact Persons 
 For
SHMC: 
 Chris Eyunni 
 For SHO:

 J.J. Ethridge 
 Services
Operating Committee 
 For SHMC: 
 Chris Eyunni, Carol Ricchio, Rob Riecker 
 For SHO: 

J.J. Etheridge, Mike Gray, Jon Phillips, 

Initial Chairperson: Chris Eyunni 

  

Appendix 1.10 Page - 1