##### 



Exhibit 10(a)

EXECUTION COPY

AMENDED AND RESTATED PROGRAM AGREEMENT

by and between

SEARS, ROEBUCK AND CO.,

SEARS INTELLECTUAL PROPERTY MANAGEMENT COMPANY

and

CITIBANK (USA) N.A.

Dated as of July 15, 2003,

Amended and Restated as of November 3, 2003





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TABLE OF CONTENTS

| |     |  |  |                                                                      |  |                               |                                                 |  |      |  | 
| | --- |  |  | -------------------------------------------------------------------- |  | ----------------------------- | ----------------------------------------------- |  | ---- |  | 
| |     |  |  |                                                                      |  |                               |                                                 |  | Page
| |     |  |  |                                                                      |  |                               |                                                 |  |     
| |     |  |  |                                                                      |  |                               | ARTICLE I
DEFINITIONS AND RULES OF CONSTRUCTION |  |      |  | 
| | 1.1 |  |  | Definitions                                                          |  |                               | 2                                               | 
| | 1.2 |  |  | Construction                                                         |  |                               | 16                                              | 
| |     |  |  |                                                                      |  | ARTICLE II
THE PROGRAM        |                                                 |  |      | 
| | 2.1 |  |  | Establishing the Program                                             |  |                               | 16                                              | 
| | 2.2 |  |  | Financial Products Delayed Closing                                   |  |                               | 17                                              | 
| | 2.3 |  |  | Exclusivity                                                          |  |                               | 17                                              | 
| | 2.4 |  |  | Transfer of Program Assets                                           |  |                               | 18                                              | 
| |     |  |  |                                                                      |  | ARTICLE III
PROGRAM COMMITTEE |                                                 |  |      | 
| | 3.1 |  |  | Program Committee                                                    |  |                               | 18                                              | 
| | 3.2 |  |  | Program Considerations                                               |  |                               | 19                                              | 
| | 3.3 |  |  | Responsibilities of Program Committee                                |  |                               | 19                                              | 
| | 3.4 |  |  | Program Committee Procedures                                         |  |                               | 20                                              | 
| | 3.5 |  |  | Executive Committee                                                  |  |                               | 21                                              | 
| | 3.6 |  |  | Committee Deadlocks                                                  |  |                               | 21                                              | 
| |     |  |  |                                                                      |  | ARTICLE IV
MARKETING          |                                                 |  |      | 
| | 4.1 |  |  | Business Plan                                                        |  |                               | 22                                              | 
| | 4.2 |  |  | Marketing Plan Development                                           |  |                               | 22                                              | 
| | 4.3 |  |  | Solicitation Materials                                               |  |                               | 23                                              | 
| | 4.4 |  |  | Additional Marketing to Cardholders and Financial Products Customers |  |                               | 23                                              | 
| | 4.5 |  |  | Additional Products and Enhancements                                 |  |                               | 25                                              | 
| | 4.6 |  |  | Customer Information                                                 |  |                               | 27                                              | 
| | 4.7 |  |  | Joint Marketing                                                      |  |                               | 29                                              | 
| |     |  |  |                                                                      |  |                               | ARTICLE V
ACCOUNT CREATION AND ADMINISTRATION   |  |      |  | 
| | 5.1 |  |  | Terms                                                                |  |                               | 29                                              | 
| | 5.2 |  |  | Origination Criteria; Premier Program                                |  |                               | 30                                              | 
| | 5.3 |  |  | Program Costs                                                        |  |                               | 31                                              | 
| | 5.4 |  |  | Ownership of Accounts and Financial Products Accounts                |  |                               | 31                                              | 
| | 5.5 |  |  | Documentation                                                        |  |                               | 31                                              | 

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| |      |  |  |                                                   |                                   |                                  |    |  |      |  | 
| | ---- |  |  | ------------------------------------------------- | --------------------------------- | -------------------------------- | -- |  | ---- |  | 
| |      |  |  |                                                   |                                   |                                  |    |  | Page
| |      |  |  |                                                   |                                   |                                  |    |  |     
| | 5.6  |  |  | Servicing                                         |                                   |                                  | 32 | 
| | 5.7  |  |  | Service Standards; Service Goals                  |                                   |                                  | 33 | 
| |      |  |  |                                                   |                                   | ARTICLE VI
INTELLECTUAL PROPERTY |    |  |      | 
| | 6.1  |  |  | Use of Sears Licensed Marks                       |                                   |                                  | 34 | 
| | 6.2  |  |  | Covenant Not to Sue; License                      |                                   |                                  | 34 | 
| | 6.3  |  |  | Purchaser License Grant                           |                                   |                                  | 34 | 
| | 6.4  |  |  | Changes to Trademark Usage                        |                                   |                                  | 35 | 
| | 6.5  |  |  | Infringement Proceedings                          |                                   |                                  | 35 | 
| | 6.6  |  |  | Purchaser Ownership Rights                        |                                   |                                  | 35 | 
| | 6.7  |  |  | Establishment of New Intellectual Property Rights |                                   |                                  | 35 | 
| | 6.8  |  |  | Effect of Termination or Expiration of Agreement  |                                   |                                  | 36 | 
| | 6.9  |  |  | Mandatory Usage of Sears Licensed Marks           |                                   |                                  | 36 | 
| | 6.10 |  |  | Affinity Patents                                  |                                   |                                  | 36 | 
| |      |  |  |                                                   |                                   | ARTICLE VII
CERTAIN ARRANGEMENTS |    |  |      | 
| | 7.1  |  |  | Sears Fees                                        |                                   |                                  | 37 | 
| | 7.2  |  |  | In-Store Payments Contribution                    |                                   |                                  | 37 | 
| | 7.3  |  |  | Merchant Discount                                 |                                   |                                  | 37 | 
| | 7.4  |  |  | Over-Limit Fees                                   |                                   |                                  | 37 | 
| | 7.5  |  |  | Special Credit Card Programs                      |                                   |                                  | 37 | 
| | 7.6  |  |  | Customer Value Propositions                       |                                   |                                  | 38 | 
| | 7.7  |  |  | Promotional Cards                                 |                                   |                                  | 38 | 
| | 7.8  |  |  | Set Off Right                                     |                                   |                                  | 38 | 
| |      |  |  |                                                   | ARTICLE VIII
ADDITIONAL COVENANTS |                                  |    |  |     
| | 8.1  |  |  | Compliance with Law; Policies                     |                                   |                                  | 39 | 
| | 8.2  |  |  | Cardholder Surveys                                |                                   |                                  | 39 | 
| | 8.3  |  |  | Reports; Monitoring Rights                        |                                   |                                  | 39 | 
| | 8.4  |  |  | Systems Interface; Mail Forwarding                |                                   |                                  | 40 | 
| | 8.5  |  |  | Acquiring New Business                            |                                   |                                  | 40 | 
| | 8.6  |  |  | Disposition of Stores                             |                                   |                                  | 41 | 
| | 8.7  |  |  | Responsibilities of Sears                         |                                   |                                  | 43 | 
| | 8.8  |  |  | Reserves                                          |                                   |                                  | 43 | 
| | 8.9  |  |  | Change in Sears Condition                        |                                   |                                  | 44 | 
| |      |  |  |                                                   |                                   | ARTICLE IX
CONFIDENTIALITY       |    |  |      | 
| | 9.1  |  |  | Confidential Information                          |                                   |                                  | 45 | 
| | 9.2  |  |  | Protection of Confidential Information            |                                   |                                  | 45 | 
| | 9.3  |  |  | Confidentiality of Cardholder Information         |                                   |                                  | 46 | 

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| |      |  |  |                                                                            |                                   |                                 |                                          |  |      |  | 
| | ---- |  |  | -------------------------------------------------------------------------- | --------------------------------- | ------------------------------- | ---------------------------------------- |  | ---- |  | 
| |      |  |  |                                                                            |                                   |                                 |                                          |  | Page
| |      |  |  |                                                                            |                                   |                                 |                                          |  |     
| | 9.4  |  |  | Permissible Disclosures                                                    |                                   |                                 | 46                                       | 
| | 9.5  |  |  | Perfection                                                                 |                                   |                                 | 47                                       | 
| |      |  |  |                                                                            |                                   |                                 | ARTICLE X
REPRESENTATIONS AND WARRANTIES |  |      |  | 
| | 10.1 |  |  | Representations and Warranties of Purchaser                                |                                   |                                 | 47                                       | 
| | 10.2 |  |  | Representations and Warranties of Sears                                    |                                   |                                 | 48                                       | 
| |      |  |  |                                                                            |                                   | ARTICLE XI
INDEMNIFICATION      |                                          |  |      | 
| | 11.1 |  |  | By Sears                                                                   |                                   |                                 | 49                                       | 
| | 11.2 |  |  | By Purchaser                                                               |                                   |                                 | 50                                       | 
| | 11.3 |  |  | Procedures for Indemnification                                             |                                   |                                 | 51                                       | 
| |      |  |  |                                                                            |                                   | ARTICLE XII
MERCHANT PROCEDURES |                                          |  |      | 
| | 12.1 |  |  | Extension of Credit; Stores to Honor Sears Proprietary Card                |                                   |                                 | 53                                       | 
| | 12.2 |  |  | Partner Merchants                                                          |                                   |                                 | 53                                       | 
| | 12.3 |  |  | In-Store Payments                                                          |                                   |                                 | 53                                       | 
| |      |  |  |                                                                            | ARTICLE XIII
TERM AND TERMINATION |                                 |                                          |  |     
| | 13.1 |  |  | Initial Term and Renewal; Proration                                        |                                   |                                 | 54                                       | 
| | 13.2 |  |  | Termination by Sears                                                       |                                   |                                 | 54                                       | 
| | 13.3 |  |  | Termination by Purchaser                                                   |                                   |                                 | 55                                       | 
| | 13.4 |  |  | Effective Termination Date; Effect of Notice of Termination or Non-Renewal |                                   |                                 | 56                                       | 
| | 13.5 |  |  | Repurchase of Assets Upon Termination or Expiration                        |                                   |                                 | 57                                       | 
| | 13.6 |  |  | Treatment of Assets Upon Termination                                       |                                   |                                 | 60                                       | 
| | 13.7 |  |  | Other Termination Provisions                                               |                                   |                                 | 60                                       | 
| | 13.8 |  |  | Survival                                                                   |                                   |                                 | 61                                       | 
| |      |  |  |                                                                            |                                   | ARTICLE XIV
GENERAL             |                                          |  |      | 
| | 14.1 |  |  | Successors and Assigns                                                     |                                   |                                 | 61                                       | 
| | 14.2 |  |  | Entire Agreement                                                           |                                   |                                 | 61                                       | 
| | 14.3 |  |  | Relationship of the Parties                                                |                                   |                                 | 61                                       | 
| | 14.4 |  |  | Force Majeure                                                              |                                   |                                 | 61                                       | 
| | 14.5 |  |  | Books and Records                                                          |                                   |                                 | 62                                       | 
| | 14.6 |  |  | Public Announcements                                                       |                                   |                                 | 62                                       | 
| | 14.7 |  |  | Audits                                                                     |                                   |                                 | 62                                       | 
| | 14.8 |  |  | Assignment; Delegation of Services                                         |                                   |                                 | 62                                       | 
| | 14.9 |  |  | Change in Law; Severability                                                |                                   |                                 | 63                                       | 

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| |       |  |  |                                             |  |  |    |  |      |  | 
| | ----- |  |  | ------------------------------------------- |  |  | -- |  | ---- |  | 
| |       |  |  |                                             |  |  |    |  | Page
| |       |  |  |                                             |  |  |    |  |     
| | 14.10 |  |  | Survival                                    |  |  | 63 | 
| | 14.11 |  |  | Expenses                                    |  |  | 63 | 
| | 14.12 |  |  | Amendment and Waiver                        |  |  | 64 | 
| | 14.13 |  |  | Remedies; Specific Performance              |  |  | 64 | 
| | 14.14 |  |  | Table of Contents; Headings                 |  |  | 64 | 
| | 14.15 |  |  | Limitation on Rights of Others              |  |  | 64 | 
| | 14.16 |  |  | Counterparts; Effectiveness                 |  |  | 64 | 
| | 14.17 |  |  | Payment Terms; Initial Periods              |  |  | 64 | 
| | 14.18 |  |  | Drafting                                    |  |  | 65 | 
| | 14.19 |  |  | Governing Law                               |  |  | 65 | 
| | 14.20 |  |  | Waiver of Jury Trial                        |  |  | 65 | 
| | 14.21 |  |  | Jurisdiction; Consent to Service of Process |  |  | 65 | 
| | 14.22 |  |  | Notices                                     |  |  | 66 | 
| | 14.23 |  |  | Escalation                                  |  |  | 67 | 
| | 14.24 |  |  | Binding Arbitration                         |  |  | 67 | 
| | 14.25 |  |  | Taxes                                       |  |  | 69 | 

SCHEDULES

|                 |  |                                          
|---------------- |  | -----------------------------------------
|Schedule 3.1     |  | Initial Membership of Program Committee  
|Schedule 3.5     |  | Initial Membership of Executive Committee
|Schedule 4.1     |  | Form of Business Plan                    
|Schedule 4.2     |  | Form of Marketing Plan                   
|Schedule 6.3     |  | Licensed Purchaser Marks                 
|Schedule 7.1     |  | Certain Purchaser Payments               
|Schedule 13.5(c) |  | Appraisal Assumptions                    

EXHIBITS

|          |  |                                                
|--------- |  | -----------------------------------------------
|Exhibit A |  | Sears Credit Cards                             
|Exhibit B |  | Financial Products                             
|Exhibit C |  | Sears Stores                                   
|Exhibit D |  | Partner Merchants                              
|Exhibit E |  | Service Standards                              
|Exhibit F |  | Premier Program                                
|Exhibit G |  | Customer Value Propositions                    
|Exhibit H |  | Special Credit Card Programs and POS Incentives
|Exhibit I |  | Form of Merchant Agreement                     
|Exhibit J |  | Zero Percent Financing                         
|Exhibit K |  | Calculation of Payment Amounts                 
|Exhibit L |  | Service Goals                                  

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AMENDED AND RESTATED PROGRAM AGREEMENT

AMENDED AND RESTATED PROGRAM AGREEMENT, dated as of July 15, 2003 (this
Agreement), effective as of the Effective Date, by and among Sears, Roebuck
and Co., a New York corporation (Sears), Sears Intellectual Property
Management Company, a Delaware corporation and wholly-owned subsidiary of Sears
(Sears IP Sub), and Citibank (USA) N.A., a national banking association
(Purchaser).

RECITALS

WHEREAS, Sears is, among other things, (i) engaged in the business of
selling merchandise and services through retail stores, catalogs and by other
means; and (ii) directly and indirectly through certain of its subsidiaries
engaged in the credit card business;

WHEREAS, Citicorp, Sears and certain affiliates of Sears have entered into
the Purchase, Sale and Servicing Transfer Agreement, dated as of even date
hereof (the Purchase Agreement), pursuant to which Citicorp has agreed to
acquire from Sears and its Subsidiaries, and Sears and its Subsidiaries have
agreed to sell to Citicorp, certain assets and liabilities associated with
Sears existing credit card and financial products business, on the terms and
subject to the conditions of the Purchase Agreement;

WHEREAS, the execution of this Agreement is a condition to the
consummation of the transactions contemplated by the Purchase Agreement;

WHEREAS, each of Sears and Purchaser desires to enter into a relationship
for, among other things, the issuance of Sears proprietary cards and general
purpose credit cards, the issuance of existing credit and financial and new
credit and financial products to be developed with Purchaser, the processing
and servicing of the related accounts and the conduct of related marketing
activities, and amounts payable hereunder are attributable to such
relationship;

WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Sears and Purchaser are entering into a merchant agreement, which
contains terms relating to authorizations, settlement procedures, merchandise
returns, chargebacks and other operating procedures with respect to the program
established hereunder, on the terms and subject to the conditions set forth in
such merchant agreement;

WHEREAS, contemporaneously with the execution and delivery of this
Agreement, Sears, one of its subsidiaries and Purchaser are entering into a
licensing agreement pursuant to which Purchaser will receive a license to use
certain Sears trademarks on credit cards and financial products in connection
with the program established hereunder, on the terms and subject to the
conditions set forth in such licensing agreement; and

WHEREAS, the parties entered into this Agreement as of July 15, 2003 and
agreed to amend and restate this Agreement in its entirety as of November 3,
2003.





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NOW, THEREFORE, in consideration of the premises and mutual covenants
hereinafter set forth, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereby
agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Definitions.

Account means any account under which a purchase, cash advance,
convenience check or balance transfer transaction may be or has been made by or
to a Person (or any Person authorized by such Person) pursuant to an Account
Agreement established by Purchaser in accordance with this Agreement or any
account that is an Acquired Account, and includes (i) all of the Account
Documentation related to the account; and (ii) any and all other rights,
remedies, benefits, interests and titles, whether legal or equitable, to which
Purchaser may now or at any time hereafter be entitled in respect of the
foregoing.

Account Agreement means an account agreement (including related
disclosures) between the Purchaser (including an assignee of Sears or an
Affiliate of Sears under the Purchase Agreement) and a Cardholder governing the
terms and conditions of an Account, as such agreement may be amended, modified
or otherwise changed from time to time (including pursuant to change of terms
notices).

Account Application means a credit application submitted in order to
establish an Account.

Account Documentation means any and all documentation relating to an
Account, however stored or kept, including Account Applications, Account
Agreements, charge slips, related billing statements, card carriers and
statement envelopes, and any other written or electronic documentation relating
to a specific Account (other than Credit Policy or Financial Services Policy).

Accounts Receivable means all amounts owing on an Account, including
principal balances from outstanding purchases, balance transfers, convenience
checks, cash advances, accrued finance charges (whether billed or unbilled),
late charges and any other charges and fees assessed on the Account, less any
payments and credits received in respect of the Account as of the close of
business on any Business Day.

Acquired Account means a Sears Credit Card account in existence as of
the Effective Date and acquired by Purchaser under the Purchase Agreement.

Additional Products has the meaning set forth in Section 4.5.

Affiliate of any Person means any other Person that directly or
indirectly controls, is controlled by or is under common control with, such
Person. The

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term control (including its correlative meanings controlled by
and under common control with) means possession, directly or indirectly, of
the power to direct or cause the direction of management or policies (whether
through ownership of securities, partnership or other ownership interests, by
contract or otherwise); provided, that neither Sears Canada nor Sears Mexico
shall be considered an Affiliate of Sears for purposes of this Agreement.

Affinity Patents has the meaning assigned to such term in Section
4.24(d)(1) of the Seller Disclosure Schedule to the Purchase Agreement.

Agreement has the meaning set forth in the preamble hereto.

Attributable Assets has the meaning set forth in Section 8.6(a).

Bankruptcy Event means, with respect to any Person, the occurrence or
existence of any of the following events or conditions: such Person (i)
becomes insolvent or fails, is unable or admits in writing its inability to
generally to pay its debts as they become due; (ii) makes a general assignment,
arrangement or composition with or for the benefit of its creditors; (iii)
institutes or has instituted against it an insolvency or bankruptcy case or
proceeding or any other relief under any bankruptcy or insolvency law or other
similar law affecting creditors rights or a petition is presented, filed or
commenced for its winding up or liquidation and any such case, proceeding or
petition instituted or presented against it (A) results in a judgment of
insolvency or bankruptcy or the entry of an order for relief or the making of
an order for its winding up or liquidation or (B) is not dismissed or
discharged in each case within 60 days of the institution or presentation
thereof; (iv) has a resolution passed for its winding-up or liquidation or for
the presentation, filing or commencement of any petition, case or proceeding
described in clauses (i) to (iii) above; (v) seeks or becomes subject to the
appointment of an administrator, receiver, conservator, trustee, custodian or
other similar official for it or for all or substantially all its assets
(regardless of how brief such appointment may be, or whether any obligations
are promptly assumed by another entity or whether any other event described in
this clause (v) has occurred and is continuing); (vi) any event occurs with
respect to it that, under the applicable Law of any jurisdiction, has an
analogous effect to any of the events specified in clauses (i) through (v)
above; or (vii) takes any action in furtherance of, or indicating its consent
to, approval of, or acquiescence in, any of the acts or events specified in
clauses (i) through (vi) above.

Business Day means any day other than a Saturday, Sunday or a day on
which banking institutions in Illinois, New York or South Dakota are authorized
or obligated by law or executive order to be closed.

Business Plan has the meaning set forth in Section 4.1.

Card Association means MasterCard International, Inc. or any successor
thereto as of the date hereof, and, in the case of any Additional Products, any
other applicable card association (e.g., Visa International Inc. or Visa U.S.A.
Inc.).

Cardholder means the authorized holder of a Sears Credit Card.

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Cardholder Information means the Cardholder List and all information
with respect to Cardholders and Financial Products Customers processed by, or
maintained on, the information systems operated by or on behalf of Sears,
Purchaser or their respective Affiliates or agents or otherwise in their
possession, including Transaction Data; provided, that nothing herein shall
affect the ownership rights of Sears in connection with Retained Interests
under the Purchase Agreement.

Cardholder List means any list (whether in hard copy, magnetic tape
format or other form) identifying Cardholders and Financial Products Customers,
including any list of the names, addresses, telephone numbers, social security
numbers and other personally-identifiable information of any or all Cardholders
and Financial Products Customers.

Chairman has the meaning set forth in Section 14.24(b).

Change in Law means the enactment, promulgation, execution or
ratification of, or any change in or amendment to, any Law that occurs on or
after the Effective Date.

Citigroup means Citigroup Inc. and, unless such Person becomes such
through a Combination, any Successor to Citigroup Inc. that continues to own
all or substantially all of the assets of Citigroup Inc.

Claim has the meaning set forth in Section 11.1(g).

Closed Stores has the meaning set forth in Section 8.6(a)(ii).

Closing has the meaning assigned to such term under the Purchase
Agreement.

Clubs and Services means the products and related services set forth on
Exhibit B and labeled Clubs and Services, as may be modified from time to time
in accordance with the Program Related Agreements.

Co-Branded Account means an Account originated under this Agreement, or
an Acquired Account, with respect to a Sears Co-Branded Card.

Combination means

(i)  a transaction or a series of related transactions in which a Person or
group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)
acquires beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the Exchange
Act) of (A) 50% or more of either the then outstanding shares of common
stock (the Outstanding Common Stock) of the applicable party hereto or the
combined voting power of the then outstanding voting securities entitled to
vote generally in the election of directors (the Outstanding Voting
Securities) of the applicable party hereto or (B) more than 50% of the
consolidated assets of the applicable party hereto as of its most recent
available consolidated balance sheet; or

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(ii)  a purchase, sale, reorganization, merger, consolidation or similar
transaction (each a Business Combination) involving a party hereto unless,
following such Business Combination, all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
Outstanding Common Stock and Outstanding Voting Securities immediately prior to
such Business Combination beneficially own, directly or indirectly, all of the
Outstanding Common Stock and Outstanding Voting Securities, as the case may be,
of the corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transaction owns the
applicable party or all or substantially all of the applicable partys assets,
either directly or through one or more subsidiaries).

Combination Conflicting Agreement has the meaning set forth in Section
13.2(d).

Combination Termination Premium Amount has the meaning set forth in
Exhibit K.

Combining Person has the meaning set forth in Section 13.2(d).

Competing Product has the meaning set forth in Section 2.3(a).

Confidential Information has the meaning set forth in Section 9.1.

Conflicting Agreement has the meaning set forth in Section 8.5(a).

Cost means Purchasers actual direct cost and an allocation of the local
unit, but not corporate, overhead directly relating to the applicable services
being provided.

CPI means the Consumer Price Index for All Urban Consumers (CPI-U) for
the U.S. City Average for All Items, as published by the United States
Department of Labor Bureau of Labor Statistics, or any successor organization.

CPR has the meaning set forth in Section 14.24(a).

Credit Card means a credit card pursuant to which card the holder or
authorized user may purchase goods and services, obtain cash advances or
convenience checks, and transfer balances through open-ended revolving credit,
commonly known as a credit, store or charge card; provided, that the term does
not include (i) any debit card that does not provide the holder with the
ability to obtain credit other than through an overdraft line; (ii) any card
commonly known as a smart card or stored value card that
does not provide the holder with the ability to obtain credit other than
through an overdraft line; (iii) any secured card, including a card that is
secured by a Lien on real property or on improvements or on fixtures on real
property, or by a deposit; (iv) any card issued to the holder of a securities
brokerage account that allows the holder to obtain credit through a margin
account; (v) any gift card; or (vi) any other electronic or digital cash card
or account that does not provide the holder thereof the ability to obtain
credit other than through an overdraft line. No card will be considered a
Credit Card solely

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because such card allows the holder to access a line of
credit tied to a deposit account for overdraft protection.

Credit Policy means the collective practices, policies and procedures
regarding underwriting and account management, including (i) origination of
Accounts and extension of credit (including underwriting, collections and fraud
criteria), Credit Limit assignments, credit terms, annual percentage rates,
fees, and all other terms of the Account Agreements; and (ii) and portfolio
management terms.

Credit Limit means, at any time, the maximum amount of credit last
disclosed to a Cardholder and that will be extended to such Cardholder under an
Account, as established in accordance with the Credit Policy.

Credit Protection Products means the products set forth on Exhibit B and
labeled Credit Protection Products, as may be modified from time to time, in
accordance with the Program Related Agreements.

Credit Sales Contraction has the meaning set forth in Section 8.9.

Customer Value Propositions means the programs for each Sears
Proprietary Card and Sears Co-Branded Card set forth on Exhibit G, as may be
amended in accordance with the Marketing Plan.

De Minimis Difference has the meaning set forth in Section 13.5(c).

Decline has the meaning set forth in Section 4.5(d).

Disposed Stores has the meaning set forth in Section 8.6(a)(i).

Dispute has the meaning set forth in Section 14.24(a).

Effective Date means the Closing Date under the Purchase Agreement.

Exchange Act means Securities Exchange Act of 1934, as amended.

Executive Committee has the meaning set forth in Section 3.5.

Financial Products means the Credit Protection Products, Life and Health
Insurance Products, Property and Casualty Insurance Products, Clubs and
Services and any Additional Product designated as Financial Products pursuant
to Section 4.5(a).

Financial Products Agreement means the contract between a Financial
Products Customer and the Purchaser or any of its Affiliates or third party
providers, as provider of the Financial Products.

Financial Products Customer means a holder of any Financial Product.

Financial Products Documentation means any and all documentation
relating to a Financial Product account, however stored or kept, including the
Financial

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Products Agreements and any other written or electronic information
relating to a Financial Product account.

Financial Products Policy means Purchasers practices, policies and
procedures regarding the Financial Products, as the case may be.

Fixed Charge Ratio means a numerator of EBITDA (as hereinafter defined)
and a denominator of the Interest for a trailing 12-month period measured
quarterly. As used in this agreement, EBITDA means, for any period for Sears
and its Subsidiaries on a consolidated basis, net income (or net loss) plus, to
the extent the following are included as subtractions from the calculation of
net income (or net loss), the sum of (a) interest expense, (b) income tax
expense, (c) depreciation expense, (d) amortization expense and (e)
extraordinary non-cash losses and any other non-cash charges (other than
reserves in respect of credit card accounts receivable), (f) minority interest
less, to the extent included in the calculation of net income (or net loss),
the sum of (a) any extraordinary, unusual or non-recurring income or gains
(including gains on the sales of assets outside of the ordinary course of
business) and (b) any other non-cash income, in each case determined in
accordance with Generally Accepted Accounting Principles (GAAP) for such
period; Interest means, for any period, the interest payable on, and
amortization of debt discount in respect of, all debt during such period, as
determined in accordance with GAAP.

General Conditions means adverse developments that do not
disproportionately affect Sears with respect to (i) general economic, business
or environmental conditions; (ii) economic, business or financial conditions
generally affecting the retail industry; or (iii) consumer confidence and
spending.

General Financial Services Products means any financial services or
products (excluding New Payment Cards and Credit Cards), deposit products,
insurance products and services, credit protection products, investment and
securities products, services and membership clubs; for the avoidance of doubt,
ATM machines (and any successor concept) shall not be considered General
Financial Services Products hereunder.

General Purpose Credit Cards means Credit Cards that may be used to
purchase goods and services from providers of goods and services in general (as
distinguished from Credit Cards that may only be used to make purchases from
one Person or category of Persons), and shall expressly exclude proprietary and
other enterprise-specific credit cards (such as the Sears Proprietary Cards).

Governmental Authority means any federal, state or local domestic,
foreign or supranational governmental, regulatory or self-regulatory authority,
agency, court, tribunal, commission or other entity.

Hardline Decline Amount has the meaning set forth in Exhibit K.

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Home Improvement Account means the Home Improvement Account offered by
Sears to finance qualified products and services, as further described on
Exhibit B.

In-Store Payment means a payment on or related to an Account made by a
Cardholder (or any Person acting on behalf of such Cardholder) at a Store.

Indemnified Party has the meaning set forth in Section 11.3(a)(i).

Indemnifying Party has the meaning set forth in Section 11.3(a)(i).

Independent Appraiser means a nationally recognized investment banking
firm or firm of independent certified public accountants of recognized standing
that is experienced in the business of appraising Credit Card businesses or
receivables, and that is not an Affiliate of Sears or Purchaser, as applicable,
or either partys principal auditor.

Initial Expiration Date has the meaning set forth in Section 13.1.

Intellectual Property means all (i) copyrights, whether or not
registered, and registrations and applications for registration thereof; (ii)
Patents; (iii) Marks; (iv) common law and statutory trade secrets, inventions,
whether or not patentable and whether or not reduced to practice; (v) technical
and business information, including know-how, manufacturing and production
processes and techniques, research and development information, technical data,
financial, marketing and business data, pricing and cost information, business
and marketing plans and customer and supplier lists and information, whether or
not confidential; (vi) Software; (vii) all licenses (including Software
licenses, other than licenses for standard, readily-available Software
programs) relating to the foregoing; and (viii) all rights to sue or recover
and retain damages and costs and attorneys fees for past, present, and future
infringement or breach on any of the foregoing.

Interchange Fees means the interchange fees or interchange reimbursement
fees paid or payable to the Purchaser by the Card Association with respect to
the Accounts, in the Purchasers capacity as a Credit Card issuer, and in
connection with Cardholder usage of the Accounts.

Jointly Developed Intellectual Property has the meaning set forth in
Section 6.7(c).

Law means, with respect to any Person, any law (including common law),
ordinance, judgment, order, decree, injunction, permit, stock exchange
regulation,
statute, treaty, rule or regulation, regulatory bulletins or guidance,
regulatory examination, order or recommendation, or determination of (or an
agreement with) an arbitrator, a Governmental Authority or Card Association;
provided, however, that any regulatory recommendation, bulletin or guidance
received by Purchaser shall be considered Law hereunder only if Purchaser
adopts, and certifies to Sears that it has adopted, the same position with
respect to each of its other proprietary card programs and

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General Purpose
Credit Card programs that are similarly impacted by such regulatory
recommendation, bulletin or guidance or to which such regulatory
recommendation, bulletin or guidance could similarly be applied.

Licensed Purchaser Marks has the meaning set forth in Section 6.3.

Licensed Territory means the United States of America, including its
territories and protectorates.

Licensing Agreement means the Licensing Agreement by and between Sears,
Sears IP Sub and Purchaser, to be entered into at the Closing.

Lien means, with respect to any property, any lien, security interest,
mortgage, pledge, hypothecation, charge, claim, option, title defect,
restriction or encumbrance relating to that property, of any nature whatsoever,
whether consensual, statutory or otherwise, including the interest of a vendor
or lessor under any conditional sale agreement, capital lease or other title
retention agreement relating to such property.

Life and Health Insurance Products means the products set forth on
Exhibit B and labeled Life and Health Insurance Products, as may be modified
from time to time, in accordance with the Program Related Agreements.

Losses means all out-of-pocket costs, damages, judgments, penalties,
fines, losses and expenses, including reasonable attorneys fees, disbursements
and court costs; provided, that Losses shall not include special, indirect,
punitive or incidental damages or damages for lost profits or any other
consequential damages or damages based on multiples or similar valuation
techniques.

Major Service Event means any Major Service event identified as such in
the Service Goals on Exhibit L.

Mark means any name, brand, mark, common law or other trademark, service
mark, trade dress, trade name, business name, slogan, logo, Internet domain
name, or other indicia of origin, whether or not registered, including all
common law rights, and registrations and applications for registrations
thereof, and all goodwill associated with any of the foregoing.

Marketing Budget has the meaning set forth in Section 4.2(d).

Marketing Plan has the meaning set forth in Section 4.2(a).

Merchandise means (i) those goods, including accessories, delivery
services, protection agreements, gift cards, gift certificates and shipping and
handling, sold or charged from time to time after the Effective Date at retail
by Sears, its Affiliates, Third Party Sears Merchants and Stores; and (ii)
Services.

Merchandise Decline Amount has the meaning set forth in Exhibit K.

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Merchant Agreement means the Merchant Agreement, dated as of the
Effective Date, by and between Sears and Purchaser, in the form attached as
Exhibit I.

Merchant Discount means a discount rate generally applied against
settlements due to merchants for transactions with respect to the use of a
Credit Card, which includes the Interchange Fee as well as any other
transaction fees.

Metropolitan Statistical Area means a metropolitan statistical area as
defined by the U.S. Office of Management and Budget and announced in an OMB
Bulletin.

Minimum Repurchase Price means an amount in U.S. dollars equal to the
face value of the Accounts Receivable constituting Sears Repurchase Assets plus
(A) the Combination Termination Premium Amount, in the event Sears terminates
this Agreement pursuant to Section 13.2(d) and exercises the Repurchase Option;
or (B) the Premium Amount, in all cases other than that described in (A).

Negotiation Period has the meaning set forth in Section 8.9.

New Business has the meaning set forth in Section 8.5(a).

New Intellectual Property has the meaning set forth in Section 6.7.

New Payment Cards means any payment card, other than a Credit Card, that
may be used to purchase Merchandise, (e.g., debit cards).

New Portfolio has the meaning set forth in Section 8.5(a).

Partner Merchants means the Third Party Sears Merchants and the Third
Party Non-Sears Merchants.

Patents means patents, patent applications, provisional applications,
including reissues, divisions, continuations, continuations-in-part, extensions
and reexaminations thereof, and all improvements thereto.

Person means any individual, firm, company, corporation, unincorporated
association, partnership, trust or other entity.

POS Incentives means the program described on Exhibit H.

Post-Termination Period has the meaning set forth in Section 13.6(b).

Premier Program means the program described on Exhibit F.

Premium Amount has the meaning set forth in Exhibit K.

Product Confirmation Notice has the meaning set forth in Section 4.5(b).

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Program has the meaning set forth in Section 2.1.

Program Committee has the meaning set forth in Section 3.1.

Program Period has the meaning set forth in Section 4.2(a).

Program Plans and Policies means the (i) Marketing Plan; (ii) Credit
Policy; (iii) Servicing Policy; and (iv) Financial Products Policy.

Program Products means, as of any date, the then-existing Sears
Proprietary Cards, Sears Co-Branded Cards, Financial Products and any
Additional Products that have been approved in accordance with this Agreement.

Program Related Agreements means this Agreement, the Licensing Agreement
and the Merchant Agreement.

Property and Casualty Insurance Products means the products set forth on
Exhibit B and labeled Property and Casualty Products, as may be modified from
time to time in accordance with the Program Related Agreements.

Proprietary Account means an Account originated under this Agreement, or
an Acquired Account, with respect to a Sears Proprietary Card.

Prospect Data has the meaning set forth in Section 4.6(a).

Purchase Agreement has the meaning set forth in the recitals hereto.

Purchaser has the meaning set forth in the preamble hereto.

Purchaser Material Adverse Effect means any change, event or effect that
is, or would reasonably be expected to be, individually or in the aggregate,
materially adverse to (i) the business, assets, financial condition, or results
of operations of Purchaser (which shall include Citigroups failure to maintain
a senior unsecured long-term debt rating of at least BBB+ from Standard &
Poors Ratings Services and at least Baa1 from Moodys Investors Service,
Inc.); or (ii) the ability of Purchaser to consummate the transactions
contemplated by, or to perform its obligations under, the Program Related
Agreements.

Purchaser Notices has the meaning set forth in Section 4.4(a).

Purchaser Policy has the meaning set forth in Section 4.6(b).

Renewal Termination Date has the meaning set forth in Section 13.4(b).

Repurchase Agreement has the meaning set forth in Section 13.5(d).

Repurchase Closing Date has the meaning set forth in Section 13.5(d).

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Repurchase Option means Sears option to purchase the Sears Repurchase
Assets, as set forth in Section 13.5(a).

Repurchase Price has the meaning set forth in Section 13.5(c).

Rules has the meaning set forth in Section 14.24(a).

Sales Contraction Amount has the meaning set forth in Exhibit K.

Sales Taxes has the meaning set forth in Section 14.25.

Sears has the meaning set forth in the preamble hereto.

Sears 868 Patent means U.S. Patent Application Serial Number
09/713,868, entitled Methods and Apparatus for Allowing Internet Based
Purchases Based On Temporary Credit Card Number, and all patents, reissues,
reexaminations, divisions, continuations, continuations-in-part, extensions, or
renewals of the foregoing, as well as patents issuing from later filed
reissues, reexaminations, divisionals, continuations, continuations-in-part,
extensions, or renewals thereof, including all U.S. and non-U.S. counterparts
of the foregoing.

Sears Billing Messages has the meaning set forth in Section 4.4(c).

Sears Card means the Sears Card, also known as the Sears Blue Card,
which is the primary proprietary card for purchases of Merchandise issued to
Sears Customers, as further described on Exhibit A.

Sears Canada means Sears Canada, Inc.

Sears Card Events means sales promotion events during which Sears offers
discounts on credit purchases available only to customers with a Sears Credit
Card (e.g., 10% off all purchases using a Sears Credit Card).

Sears Charge PLUS means the Sears Charge PLUS account, which is offered
to qualified customers making high-dollar value purchases of specified
products, as further described on Exhibit A.

Sears Co-Branded Card means the Sears Gold MasterCard, Sears Premier
Gold MasterCard and The Great Indoors MasterCard, in each case issued pursuant
to an Account; provided, that Sears Co-Branded Card shall include any
additional credit card that may, from time to time, be an Additional Product
that is
designated by Sears and Purchaser as a Sears Co-Branded Card pursuant to
Section 4.5(a).

Sears Commercial One Business Account means the Sears Commercial One
Business Account and similar and related programs offered by Sears, which are
designed for business owners, home builders, contractors and property managers,
as further described on Exhibit A.

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Sears Covered Party means any of (i) Sears, its Subsidiaries, Third
Party Sears Merchants and (ii) those Third Party Non-Sears Merchants that are
such as of the Effective Date.

Sears Credit Card means a Sears Proprietary Card or a Sears Co-Branded
Card.

Sears Customers means customers of Sears, any of its Subsidiaries or
Third Party Sears Merchants.

Sears Fees has the meaning set forth in Section 7.1.

Sears Gold MasterCard means the Sears Gold MasterCard, which is the
primary General Purpose Credit Card offered by Sears, as further described on
Exhibit A.

Sears IP Sub has the meaning set forth in the preamble hereto.

Sears Licensed Marks has the meaning set forth in the Licensing
Agreement.

Sears Merchandise Sales has the meaning set forth in Section 8.9.

Sears Mexico means Sears Roebuck de Mexico S.A., de C.V.

Sears Premier Card means Sears Premier Card, which is offered to Sears
Customers meeting certain credit and Sears spending-level qualifications, as
further described on Exhibit A.

Sears Premier Gold MasterCard means Sears Premier Gold MasterCard,
which is offered to Sears Customers meeting certain credit and Sears
spending-level qualifications, as further described on Exhibit A.

Sears Policy has the meaning set forth in Section 4.6(a).

Sears Proprietary Card means the Sears Card, Sears Premier Card, Sears
Charge PLUS, Home Improvement Account, Sears Commercial One Business Account
and Sears Puerto Rico Card, in each case issued pursuant to an Account;
provided, that Sears Proprietary Card shall also include any additional
Credit Card that may, from time to time, be an Additional Product that is
designated by Sears and Purchaser as a Sears Proprietary Card pursuant to
Section 4.5(a).

Sears Puerto Rico Card means the proprietary card issued by Sears
Roebuck de Puerto Rico, Inc., as further described on Exhibit A.

Sears Repurchase Assets has the meaning set forth in Section 13.5(a).

Sears Solo Mailings has the meaning set forth in Section 4.4(b).

Sears Statement Inserts has the meaning set forth in Section 4.4(a).

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Senior Officers has the meaning set forth in Section 14.23(a).

Service Goals means the standards and goals applicable to the provision
or performance of the Program that are set forth on Exhibit L.

Service Standards means the quality and service standards, respectively,
applicable to the provision or performance of the Servicing Policy, that are
set forth on Exhibit E.

Services means work or labor to be performed by or on behalf of Sears,
its Affiliates, or Third Party Sears Merchants or other designated agents for
the benefit of a Sears Customer in the ordinary course of business. Such work
or labor may include Merchandise used or to be used in the performance of such
work or labor.

Servicing Policy means the collective practices, policies and procedures
regarding servicing of Accounts (including customer service, billing and other
activities, but excluding the Credit Policy), as the same may from time to time
be in effect.

Significant Sales Contraction has the meaning set forth in Section 8.9.

Software means computer software, including all programs and
applications (whether in object code, source code or other form) and
documentation related thereto.

Sold Area Stores has the meaning set forth in Section 8.6(a).

Sold Chain Stores has the meaning set forth in Section 8.6(a).

Solicitation Materials means the advertisements, brochures,
applications, marketing materials, telemarketing scripts, Internet writings and
other written or recorded materials relating to the Program, including point of
sale displays, television advertisements, radio advertisements, Internet
advertisements and other advertisements for such Program, the Sears Credit
Cards or Financial Products in any media, and any other solicitation materials
sent to Cardholders, Financial Products Customers or other Persons relating to
the Program.

Special Credit Card Programs means (a) the following plans offered by
Sears and its Affiliates on the date hereof: (i) Zero Percent Financing; (ii)
Sears Card
Events; and (iii) POS Incentives; and (b) any other future programs that
are approved in accordance with Section 7.5(d).

Stores means the retail stores included within Sears retail and related
Services or corporate segments from time to time, the formats of which as of
the date hereof are set forth on Exhibit C, subject to Section 8.5, including
any additional retail store format or concepts hereafter implemented by Sears.
The term retail stores above shall also include any location or operation
that sells Merchandise by mail order or over the telephone or Internet
(including through third party Internet portals to which one or

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more of the
aforementioned Stores operated by Sears are linked), including sears.com and
landsend.com.

Subsidiary of any Person means any other Person (i) more than 50% of
whose outstanding shares or securities (representing the right to vote for the
election of directors or other managing authority) are beneficially owned; or
(ii) that does not have outstanding shares or securities (as may be the case in
a partnership, joint venture or unincorporated association), but more than 50%
of whose ownership interest representing the right to make decisions for such
other Person is now or hereafter beneficially owned, directly or indirectly, by
such Person, but such other Person shall be deemed to be a Subsidiary only so
long as such beneficial ownership or control exists; provided, however, that
(x) neither Sears Canada nor Sears Mexico shall be considered a Subsidiary of
Sears for purposes of this Agreement; and (y) Lands End Inc. shall be
considered a Subsidiary of Sears for purposes of this Agreement.

Successor means, with respect to any party, any successor, transferee or
assignee, including any surviving or resulting corporation in a merger or
consolidation or any receiver, debtor in possession, trustee, conservator or
similar Person with respect to such party or such partys assets.

Term means the initial term and any renewal term, subject to earlier
termination under Section 13.2, 13.3 or 8.9 or extension under Section 13.6.

Termination Date has the meaning set forth in Section 13.4(a).

The Great Indoors MasterCard means Sears The Great Indoors MasterCard,
which is issued to customers of The Great Indoors stores, as further described
on Exhibit A.

Third Party Non-Sears Merchants means merchants that accept a Sears
Proprietary Card for purchases of goods and services offered by such merchants
and who are not licensees of the Sears name in connection with the sale of
their goods and services; the list of such Persons as of the date hereof is set
forth on Exhibit D, under the caption Third Party Non-Sears Merchants.

Third Party Sears Merchants means dealer stores, franchisees, licensees
and lessees of Sears and other merchants, in each case who accept a Sears
Proprietary Card for purchases of goods and services offered by such Persons
and who are licensees of the Sears name in connection with the sale of their
goods and services; the list of such
Persons as of the date hereof is set forth on Exhibit D, under the caption
Third Party Sears Merchants.

Transaction Data means Account or Cardholder identification and
transaction and experience information with regard to each purchase charged by
a Cardholder using his or her Sears Credit Card.

Transition Services Agreement means the Transition Services Agreement by
and between Sears and Purchaser, to be entered into at the Closing.

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Transfer means any transfer, sale, assignment, conveyance, issuance,
license, sublicense or other disposal or delivery, including by merger,
consolidation, dividend or distribution, whether made directly or indirectly,
voluntarily or involuntarily, absolutely or conditionally, or by operation of
law or otherwise.

Vendor has the meaning set forth in Section 14.25.

Written Notice has the meaning set forth in Section 4.5(b).

Zero Percent Financing means the promotional credit offer under which
purchases of Merchandise may be financed at 0% interest, subject to any
applicable terms of the offer, consistent with Sears current practices.

1.2 Construction. References in this Agreement to any gender include
references to all genders, and references in this Agreement to the singular
include references to the plural and vice versa. Unless the context otherwise
requires, the term party when used in this Agreement means a party to this
Agreement and references to a party or the other party shall, when
referring to Sears or Sears IP Sub, be deemed to be references to Sears and
Sears IP Sub collectively. References in this Agreement to a party or other
Person include their respective Successors and assigns. The words include,
includes and including when used in this Agreement shall be deemed to be
followed by the phrase without limitation. Unless the context otherwise
requires, references in this Agreement to Articles, Sections, Exhibits and
Schedules shall be deemed references to Articles and Sections of, and Exhibits
and Schedules to, this Agreement. Unless the context otherwise requires, the
words hereof, hereby and herein and words of similar meaning when used in
this Agreement refer to this Agreement in its entirety and not to any
particular Article, Section or provision of this Agreement.

ARTICLE II

THE PROGRAM

2.1 Establishing the Program. Sears and Purchaser hereby establish a
program (the Program), on the terms and conditions set forth in the Program
Related Agreements, pursuant to which (i)
Purchaser shall offer, issue and service, and Sears shall accept, and
cause its Affiliates and Third Party Sears Merchants, and use its reasonable
best efforts to cause the Third Party Non-Sears Merchants, to accept, as
payment for Merchandise, Sears Credit Cards in compliance with the purchase
authorization and other operating procedures set forth in the Merchant
Agreement; (ii) Purchaser shall offer, provide and service Financial Products;
and (iii) Purchaser shall offer, provide and service any Additional Products,
in each case to Sears Customers, Cardholders and Financial Products Customers.
All Acquired Accounts and Financial Products being provided by Sears as of the
Effective Date are deemed provided under the Program. Purchaser will continue
to provide the Sears Credit Cards and to provide or offer Financial Products on
terms substantially similar to the current terms of such products and programs
(including as modified by the Program Related Agreements), unless and

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until
such terms are modified or superseded in accordance with the Program Related
Agreements.

2.2 Financial Products Delayed Closing. In the event a Financial Products
Delayed Closing (as defined in the Purchase Agreement) occurs pursuant to the
Purchase Agreement, the Financial Products constituting the FP Delayed Closing
Assets (as defined in the Purchase Agreement) shall be part of the Program as
of the Financial Products Delayed Closing, subject to Section 3.7 of the
Purchase Agreement.

2.3 Exclusivity. (a) Unless Purchaser agrees otherwise in writing or as
contemplated by Sections 8.5 or 4.5(b), (c) or (d), or Article XIII during the
Term, Sears and its Affiliates shall not by themselves or in conjunction with
others, directly or indirectly (i) offer, issue or market, or enter into
agreements to offer, issue or market, any Credit Card and, subject to Section
4.5(c), any New Payment Cards (together, a Competing Product); (ii) license
or use, or allow others to license or use, the Sears Licensed Marks or any
confusingly similar mark, for marketing of any Competing Product; or (iii)
sell, rent or otherwise make available, or allow others to sell, rent or
otherwise make available, any data on Sears Customers or Sears Cardholder
Information for marketing, issuance or offering of any Competing Product;
provided, however, that, nothing herein shall prohibit Sears and its Affiliates
from engaging in any of the following activities: (i) providing credit to
Merchandise vendors; (ii) accepting third party Internet payment services;
(iii) entering into or maintaining agreements for a Sears company purchasing
card (including fleet cards), including pursuant to (A) the Sears corporate
employee purchasing card currently issued by Bank One Corporation and (B) the
fleet card currently issued by the General Electric Corporation; (iv) offering
or accepting the NTB card currently issued by Purchaser; and (v) entering into
agreements to provide payroll and reimbursement cards for Sears employees.
Notwithstanding anything to the contrary contained herein, there shall be no
limit on the ability of Sears or its Affiliates to (A) partner with any Person
with respect to redemption of such Persons rewards program points for
Merchandise; (B) accept (x) any General Purpose Credit Card, (y) any other
credit card product so long as such other credit product is accepted for
payment by 50 or more unaffiliated Persons or (z) any other payment product
that is not a credit product (e.g., debit card, stored value card), in each
case as a means of payment for Merchandise and in each case to display, in a
manner consistent with industry standard, logos for the foregoing; (C) offer or
accept in any way
any gift card; (D) offer for sale as Merchandise any non-Sears-branded
third-party card or product (e.g., prepaid phone cards) that is generally sold
at retail and that does not have a credit feature; (E) accept in-Store payments
on the Discover card; (F) own shares of Sears Canada, or own shares or other
equity interest in any other Person that offers a Competing Product; provided,
that such shares or other equity interest, taken together, represent less than
25% of the voting power of such Person; provided, further that Sears does not
otherwise control such other Person and that Sears did not make the investment
primarily to circumvent the requirements herein; (G) operate any asset existing
on the Effective Date that is not a Purchased Interest under the Purchase
Agreement; or (H) any marketing in connection with any of the activities
permitted under (A)-(G) above.

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(b)  Unless Sears agrees otherwise in writing, Purchaser and its Affiliates
shall not, (i) directly or indirectly target Sears Customers or solicit
Cardholders or Financial Products Customers for any product (including any
Credit Cards, General Financial Services Products or retail merchandise and
services not provided by Sears and its Affiliates) that is not a Program
Product; (ii) use any Cardholder Information, or any other information obtained
from Sears or its Affiliates in connection with the Program, for any purpose
other than to carry out its obligations in connection with the Program, or as
otherwise permitted herein, and shall not use such information to engage in any
marketing efforts; provided, however, that nothing in this Agreement shall
prevent Purchaser from generating statistical information that does not
identify individual Cardholders or Financial Products Customers nor is used to
assist a competitor of Sears. Nothing in this Section 2.3(b) shall be deemed
to prohibit or otherwise preclude Purchaser from conducting general
solicitations irrespective of whether such general solicitations may include
Sears Customers, Cardholders or Financial Products Customers; provided, that
the fact that any such included Persons are Sears Customers, Cardholders or
Financial Products Customers shall not be a criteria for inclusion in such
general solicitations.

2.4 Transfer of Program Assets. Unless Sears agrees otherwise in
writing, Purchaser shall not Transfer or agree to Transfer to any third party
all or any portion of the assets that constitute the Sears Repurchase Assets at
any given time; provided, however, that, nothing contained in this Section 2.4
shall or shall be deemed to preclude Purchaser from (i) transferring any Sears
Repurchase Assets to a wholly-owned Subsidiary of Citigroup; provided, however,
in such case that such Subsidiary is reasonably capable of performing the
obligations of Purchaser hereunder; provided, further, that Purchaser shall
remain obligated and liable to Sears without diminution of such obligation or
liability (or the other partys rights or benefits) by virtue of such
assignment and references to Purchaser hereunder shall include such assignee or
(ii) transferring any portion of Accounts or Accounts Receivable in connection
with a secured financing transaction contemplated under Section 13.5(e).

ARTICLE III

PROGRAM COMMITTEE

3.1 Program Committee. The ongoing operations of the Program shall be
reviewed by a Program Committee (the Program Committee), whose decisions (on
matters on which the Program Committee has authority to act) shall be binding
on Purchaser and Sears. The Program Committee shall consist of six members,
with three members appointed by each of Sears and Purchaser and reasonably
acceptable to the other. Each party shall have the right to remove or replace
its appointees for any reason at any time, and to fill any vacancy with respect
to any of its appointees. The Program Committee may appoint one or more
subcommittees and special committees to assume specific responsibilities. The
initial membership of the Program Committee is set forth on Schedule 3.1.

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3.2 Program Considerations. The Program Committee shall, in undertaking
its responsibilities hereunder, consider the following:

(a)  increasing the overall level of customer satisfaction experienced by
Cardholders;

(b)  creating a successful, growing proprietary card program and a
successful, growing co-branded card program;

(c)  increasing Sears Credit Card penetration and credit share among Sears
Customers;

(d)  providing a high-level brand experience and quality of service for
Cardholders and Sears Customers;

(e)  supporting Sears efforts to increase sales of Merchandise and to
increase the level of credit sales and overall profitability with respect
thereto;

(f)  providing credit to Sears Customers at approval and authorization
rates and on terms consistent with the Service Goals;

(g)  expanding credit reach to Sears multi-cultural customers; and

(h)  working together to develop new and enhanced products and programs
that combine the services and capabilities of both Purchaser and Sears so as to
increase profitability for each of the parties.

3.3 Responsibilities of Program Committee. The Program Committee shall
have primary responsibility for reviewing the ongoing operation of the Program
and for any other item that, pursuant to any express provision of the Program
Related Agreements, requires its action, including:

(a)  Monthly review of the ongoing operation of the Program, including:

(i) significant changes to Account Documentation;

(ii) new Account approval and authorization rates;

(iii) monitoring actual marketing results as compared to milestones and
expectations;

(iv) monitoring competitive activities;

(v) identifying the implications of market trends;

(vi) sponsoring improvement opportunities;

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(vii) resolving issues between Sears and Purchaser relating to the
Program;

(viii) discussing major systems projects, including changes to Sears
point of sale systems;

(ix) evaluating results of credit promotions;

(x) monitoring Purchasers performance relative to the Service Standards,
credit sales volume and credit penetration;

(xi) monitoring to make sure that all electronic interfaces (e.g., web
site design, electronic communication) with Cardholders and Financial Products
Customers are consistent with the principles of the Program Related Agreements;
and

(xii) monitoring Purchasers systems reliability;

(b)  Establishment by November 1 of each year, of the next calendar years
schedule of monthly meetings;

(c)  Adoption of the Marketing Plan in accordance with Section 4.2 and
reviewing and approving changes thereto;

(d)  Adoption of the Business Plan in accordance with Section 4.1 and
approving changes thereto;

(e)  Approving Additional Products or enhancements to Program Products
proposed to be offered in accordance with Section 4.5, and setting any special
rules for the inclusion of such products in the Sears Repurchase Assets or any
other terms of such products (including purchase rights under Section 8.6 and
13.5);

(f)  Resolving any dispute between the parties as to what constitutes a
successor Financial Product for purposes of Section 4.5(b);

(g)  Evaluating product development; and

(h)  Reviewing and monitoring Sears and Purchasers activities in support
of the Program.

3.4 Program Committee Procedures. The Program Committee shall hold
regular monthly meetings. Special meetings may be held when scheduled by a
prior act of the Program Committee or when called by delivery of at least five
Business Days prior written notice by either party (which written notice may
be waived by written notice of all members of the Program Committee). Any such
notice must specify the purpose, time and place of the special meeting.
Meetings shall preferably be held in person or but may also be held by
telephone or video conference call. Meetings in person shall alternate between
locations in the cities where Sears and Purchasers headquarters are located,
or at another location agreed to by Sears and Purchaser. The members of the

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Program Committee shall appoint an acting chairman and adopt such other rules
for the conduct of meetings as are agreed upon from time to time. The
representatives of each of Sears and Purchaser shall be entitled, collectively,
to one vote with respect to all matters to be voted upon by such committee.
Any one of the representatives of Sears and of Purchaser may cast the vote
allocated to the entity or entities represented by them, in the manner
determined by such representatives. The presence of one representative of each
party shall constitute a quorum for meetings of the Program Committee. Any
matter requiring approval of the Program Committee shall require the
affirmative vote of the authorized representatives of each of the parties
represented on the Program Committee. The Program Committee shall keep written
records of all matters discussed and approved by it, which shall be reviewed
and approved by a designated representative of each of the parties.
Notwithstanding anything to the contrary contained herein, Purchaser and Sears
shall cause their appointed members to vote in accordance with such partys
obligations under the Program Related Agreements.

3.5 Executive Committee. The strategic direction of the Program shall be
subject to the review of an executive committee (the Executive Committee).
The Executive Committee shall be responsible for (i) periodically reviewing the
Program; (ii) setting and reviewing strategy for the Program; (iii) overseeing
competitive positioning of Program information systems support and strategy;
(iv) reviewing fundamental changes in the operation of the Program; and (v) all
other matters that the parties agree should be reviewed by the Executive
Committee. The Executive Committee shall consist of six members, with three
members appointed by each of Sears and Purchaser and reasonably acceptable to
each other. Each party shall have the right to remove or replace its
appointees for any reason and at any time, and to fill any vacancy with respect
to its appointees. The initial Executive Committee for the Program is set
forth on Schedule 3.5. The Executive Committee shall meet (in person or by
telephone or video conference) quarterly or at such other intervals and at
places as may be decided by the members of the Executive Committee; provided,
that either Sears or Purchaser may call a meeting of the Executive Committee by
delivery of at least 30 Business Days prior written notice to the other party
(which written notice may be waived by written agreement of all members of the
Executive Committee) containing the purpose, time and place of the
meeting. The members of the Executive Committee shall appoint an acting
chairman and adopt such other rules for the conduct of meetings as are agreed
upon from time to time. The Executive Committee shall be subject, mutatis
mutandis, to the same voting and records provisions of the Program Committee
set forth in Section 3.4 above.

3.6 Committee Deadlocks. If the Program Committee is unable to reach
agreement on any matter that requires its approval, either Purchaser or Sears
may refer the matter to the Executive Committee for further consideration. If
the Executive Committee cannot resolve a matter (whether referred to it by the
Program Committee under this Section 3.6 or subject to its authority under
Section 3.5), either Purchaser or Sears may refer the matter for further
consideration in accordance with Section 14.23. Until any such disagreement
with respect to the Program Plans and Policies or the Business Plan is
resolved, Sears and Purchaser shall continue to conduct their activities in
conformity with the then-existing Program Plans and Policies or Business Plan,
as applicable.

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ARTICLE IV

MARKETING

4.1 Business Plan. No later than September 30 of each year, Sears and
Purchaser shall jointly develop an eighteen-month marketing plan (the Business
Plan) for the Program, in substantially the form set forth on Schedule 4.1 or
such other form as may be approved by the Program Committee, which shall in
each case describe strategies for growth of the Program and include detailed
projected financial statements, capital expenditures and systems improvement
plans and the historical and projected funding needs for the Program (including
the Marketing Budget), and shall include any potential impact on Sears point
of sale systems.

4.2 Marketing Plan Development. (a) For each six-month period
commencing on January 1 and July 1 during the Term (each, a Program Period),
Purchaser and Sears shall jointly develop a marketing plan (addressing the
subject matter set forth on, and in substantially the form of, Schedule 4.2)
containing their agreements relating to the marketing of the Program in that
Program Period (a Marketing Plan). The Marketing Plan for each six-month
period shall be approved by the Program Committee no later than three months
prior to the start of such Program Period. The Marketing Plan shall be
consistent with the Premier Program marketing principles in accordance with
Section 5.2. The Marketing Plan shall be the responsibility of the Program
Committee, which shall assess the success of the Marketing Plan at its monthly
meetings and shall agree to such changes to the Marketing Plan throughout the
remainder of the Program Period that the Program Committee agrees may be
necessary or desirable.

(b)  Subject to Section 4.4 hereof, Sears and Purchaser shall conduct their
marketing activities in conformity with Sears existing marketing practices
until a Marketing Plan is adopted and such existing Sears marketing practices,
as adjusted pursuant to the Program Related Agreements, are superseded.

(c)  The Marketing Plan shall contain the details of the Program marketing
to be conducted during the relevant Program Period, including the parties
respective plans regarding the contemplated frequency, timing, size and methods
of marketing to be conducted and their respective objectives and commitments
with respect to generating new Accounts and Financial Product sales through the
various distribution channels envisioned by the Marketing Plan. Sears and
Purchaser shall conduct marketing to generate Accounts and Financial Products
sales in accordance with the Marketing Plan, to promote usage of the Accounts
and generate Program credit sales, and to drive increased sales of Merchandise
and credit share. Each Marketing Plan shall also, among other things, contain
details relating to (i) the desired distribution of Accounts between
Proprietary Accounts and Co-Branded Accounts, including any decision to market
the Sears Proprietary Card to holders of the Sears Co-Branded Card or
vice-versa, including through substitution campaigns and companion cards
campaigns (each of which shall not be undertaken unless approved by the Program
Committee) and all marketing efforts in furtherance thereof; (ii) the marketing
of Financial Products; and (iii) any proposed enhancements or other changes to
the Customer Value Propositions.

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(d)  Each Marketing Plan shall also contain Purchasers marketing budget
for such Program Period (the Marketing Budget), including for the items
described in Section 4.5(a). Purchasers minimum commitment for each Program
Period to promote and market the Program (which shall not include the financial
obligations of Purchaser that are separately identified in this Agreement,
e.g., the Customer Value Propositions or Sears Fees), along with Purchasers
minimum commitment to fund the purchase of Merchandise in connection with the
Customer Value Propositions, shall be set forth in the applicable Marketing
Budget, and shall generally be consistent with Sears current levels as set
forth on Schedule 4.2. Purchaser and Sears shall mutually agree upon a
schedule for replacing card plastics with respect to all Sears Credit Cards as
part of the Marketing Budget. The Marketing Budget shall be used solely in
connection with the Program and Sears retail and related promotions. All
communications with Sears Customers will be coordinated with Sears in the
context of Sears marketing communication plans with respect to such customers.

4.3 Solicitation Materials. All Solicitation Materials shall prominently
display Sears Licensed Marks (or, in the case of non-written Solicitation
Materials, shall identify Sears) in the manner provided in the then-current
Marketing Plan, and may include such endorsements by Sears as Sears shall
approve. However, no Solicitation Materials will indicate or imply that
Purchaser is not the sole owner of the Accounts Receivables generated through
the use of Accounts, or that the parties to the Cardholder Agreement are other
than the Cardholder and Purchaser. All Solicitation Materials shall be jointly
reviewed and approved in writing by the parties, except that Purchaser shall
have the right, at its sole discretion, to determine matters relating to
compliance with applicable Law.

4.4 Additional Marketing to Cardholders and Financial Products Customers.
(a) Sears may advertise and promote Sears and Merchandise by including
promotional materials regarding Sears or such Merchandise in the Account and
Financial Product billing statements (the Sears Statement Inserts), and shall
pay Purchasers Cost to produce such Sears Statement Inserts. Purchaser shall
make available to Sears for such solicitation purposes 83% (rounded to the
nearest whole insert) of the space available for Statement Inserts in each
billing statement, with the remaining space being available for Purchasers
promotion of the Program, which materials shall be subject to the approval of
Sears (such approval not to be unreasonably withheld), unless Sears and
Purchaser agree otherwise; provided, however, that any Credit Card disclosures,
notices, and other information required by Law (as reasonably determined by
Purchaser) or Purchaser Policy (collectively, the Purchaser Notices) shall
have first priority, and the Sears Statement Inserts permitted pursuant to this
Section 4.4(a) shall be assigned priority second to such Purchaser Notices.
Sears shall conform to all customary standards and requirements of Purchaser in
connection with the size and weight requirements for Sears Statement Inserts.
Sears shall retain all revenue it receives from the Sears Statement Inserts.
Notwithstanding the foregoing, Purchaser shall not be required to add
additional Sears Statement Inserts that would require additional mail postage,
unless Sears agrees to assume the costs related to such additional postage.

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(b)  Sears may, at its own expense, send individual pieces of direct mail
(Sears Solo Mailings) to Cardholders or Financial Products Customers to
promote Merchandise. Subject to applicable Law and Purchaser Policy, Purchaser
shall, for the purpose of conducting a Sears Solo Mailing, provide a current
list of Cardholders or Financial Products Customers to Sears, or to a mail
house or agent designated by Sears, in electronic form or such other standard
format as Sears may reasonably request.

(c)  For all Accounts and Financial Products, Sears shall have access to,
and may use 93% of the space that is reasonably available on the billing
statements and billing envelopes, including the space on the billing envelope
that is commonly referred to as the bangtail (which Purchaser shall include
on all billing envelopes) to advertise and promote Merchandise (Sears Billing
Messages), and shall pay Purchasers actual direct cost (without any
allocation of overhead) to produce the bangtail; provided, however, that
Purchaser Notices (and, with respect to billing statements, Purchaser Notices
and Purchasers collection notices) shall have first priority, and the Sears
Billing Messages permitted pursuant to this Section 4.4(c) shall be assigned
priority second to such Purchaser Notices. In the event Purchaser issues any
electronic billing statements for Sears Credit Cards, the parties agree that
Sears shall have relative access (as among Sears, Purchaser and other parties),
if any, comparable to that set forth in Sections 4.4(a) and (c) above.

(d)  Purchaser shall cooperate with Sears to make available to Sears,
consistent with Sears current practices, taped, live and VRU interface
promotional messages regarding Sears Merchandise in call center communications
with Cardholders and Financial Products Customers to promote in-Store special
sales and marketing
events, and Sears and Purchaser shall cooperate to train Purchasers
personnel in connection therewith.

(e)  In the event that Sears is not permitted, under applicable Law or
Purchaser Policy, to receive information with respect to Cardholders or
Financial Products Customers as contemplated hereunder for any marketing
purposes, Purchaser shall, subject to applicable Law and Purchaser Policy,
either provide such information to a mail house or agent designated by Sears,
in electronic form or such other standard format as Sears may reasonably
request or conduct such mailing as directed by Sears on Sears behalf, and
Sears shall reimburse Purchaser for its Costs associated with such mailings.
With respect to any information under this Agreement that is licensed or
otherwise provided by Purchaser to Sears, Purchaser will, at Sears request,
feed such data directly into Sears Leveraging Customer Information database
(or a successor system designated by Sears), or provide such data in another
standard format reasonably acceptable to both parties.

(f)  Notwithstanding anything to the contrary contained herein, Purchaser
may provide Sears with proposals for alternative Sears Statement Inserts and
Sears Billing Messages, and Sears shall reasonably consider such proposals in
light of the relative costs and benefits to Purchaser and Sears of existing
inserts and messages, as compared to such alternative inserts and messages.

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4.5 Additional Products and Enhancements. (a) At the request of
Purchaser or Sears, the parties shall cooperate in good faith, through the
Program Committee, to research, evaluate and design (i) new (i.e., other than
existing Program Products) Credit Cards, General Financial Services Products or
New Payment Cards to be offered to Cardholders or other Sears Customers by or
through Purchaser (Additional Products) including the following possible
products: (A) home equity products; (B) credit products using Sears brands
other than the Sears Licensed Marks; (C) installment loans; (D) prepaid and
secured cards; (E) wealth accumulation products; (F) savings and deposit
products; (G) debt suspension products; and (H) debit products; and (ii)
enhancements to the Program Products. Each Marketing Budget shall include the
amount to be spent to research and evaluate possible Additional Products and
enhancements to the Program Products during the Program Period with which such
Marketing Budget is associated. All such proposals for Additional Products and
enhancements, and related research, studies, reports and surveys, shall be
evaluated by the Program Committee in order to identify a reasonable allocation
of the risks, costs and benefits of the Additional Products and enhancements to
the Program Products between Sears and Purchaser. In the event an Additional
Product is approved in accordance with Section 3.3, Sears and Purchaser shall
designate whether such Additional Product is a Sears Proprietary Card, a
Sears Co-Branded Card or a Financial Product, if applicable, and shall
amend the Program Related Agreements (including any Exhibits or Schedules
thereto) and the Licensing Agreement, if necessary, to provide for such
Additional Product, including with respect to additional payments to be made to
Sears under Article VII. Sears shall cooperate with Purchaser to maximize
marketing opportunities for Additional Products using the resources of its
Stores and personnel.

(b)  In the event that Sears proposes an Additional Product that is not
covered by the exceptions to the exclusivity provisions of Section 2.3(a) (such
proposal to be made in writing to the Program Committee) and is not an
unsecured revolving Credit Card or a successor Financial Product (any dispute
over whether a product is a successor product shall be resolved by the Program
Committee) and subject to Section 4.5(c) below, and Purchaser (including
through its representatives on the Program Committee or Executive Committee)
declines to provide such proposed Additional Product within 45 days of such
proposal, Sears shall have the right to provide such proposed Additional
Product to Sears Customers, Cardholders and Financial Products Customers by
itself or through third parties outside the Program (which, for the avoidance
of doubt, shall not be deemed to violate any provision of the Program Related
Agreements); provided, however, that if Sears proposes to provide such
Additional Products through a third party, Sears shall request a written offer
describing in reasonable detail the terms upon which such third party would
provide such proposed Additional Product. Sears shall promptly deliver such
written terms to Purchaser (Written Notice). Purchaser may, within 45 days
of receipt of such Written Notice, elect to be the exclusive provider of the
proposed Additional Products on terms no less favorable in the aggregate than
those set forth in the written offer of such third party. Upon delivery by
Purchaser of a written notice to Sears that Purchaser will provide the
Additional Products on terms that, in the reasonable judgment of Sears, are no
less favorable in the aggregate than those contained in the Written Notice (a
Product Confirmation Notice), Purchaser shall be the exclusive provider of
the proposed Additional Products on terms are set forth in

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the Product Confirmation Notice. If Purchaser does not deliver a Product Confirmation
Notice within such 45-day period, Sears may engage the third party to provide
the proposed Additional Products on terms no less favorable than those set
forth in the Written Notice. Any change in the material terms set forth in any
Written Notice that is unfavorable to Sears shall be deemed a new offer subject
to acceptance by Purchaser in accordance with this Section 4.5(b).
Notwithstanding anything to the contrary contained herein, upon Sears written
request, Purchaser will, subject to the terms hereof, consent to use Sears Life
Insurance Company to underwrite and issue any proposed Additional Products that
are insurance products and that Sears Life Insurance Company is authorized by
applicable Law to underwrite and issue, that were declined by Purchaser in
accordance with this Section 4.5(b). Purchasers consent will not be
unreasonably withheld, but will be subject to the following conditions: (i)
Sears will be responsible for the selection of the company which will reinsure
the risks and administer such Additional Products, subject to Purchasers
consent, which shall not be unreasonably withheld or delayed; (ii) The
reinsuring and administering company must be rated A- or above by A.M. Best
Company; (iii) The administration and reinsurance in connection with such
Additional Products will be under terms and conditions reasonably satisfactory
to Purchaser and documented in agreements reasonably satisfactory to Purchaser
(taking into account industry standards) and (iv) for the avoidance of doubt,
Purchaser may withhold its consent if Purchaser reasonably determines that the
issuance of any Additional Product would likely result in undue regulatory or
reputational risk to Purchaser or its Affiliates.

(c)  In the event that Sears, during the first five years after the
Effective Date, seeks to introduce a New Payment Card, Purchaser shall provide
such New Payment Card on terms to be negotiated between the parties. Sears
acknowledges that such terms shall take into account the impact of such New
Payment Card on Purchasers earnings from existing Sears Credit Cards, and
shall be set at a rate such that Purchasers earnings are not adversely
impacted in material respects by the introduction of the New Payment Card. In
the event that Sears seeks to introduce a New Payment Card after the first five
years after the Effective Date, then such New Payment Card shall be treated as
an Additional Product in accordance with Section 4.5(b) above.

(d)  Sears may, by itself or through a third party, offer a source of
credit, including through the issuance of Credit Cards, to those Sears
Customers whose application for credit have been declined by Purchaser or who
are otherwise not eligible for credit under the Credit Policy (each, a
Decline); provided, however, that any such offer may only be made to a Person
after such Person has become a Decline. Sears shall (i) only use the Sears
brand in connection with such source of credit in a manner that would not be
reasonably expected to create consumer confusion between such product and Sears
Credit Cards; and (ii) shall not promote such products in the Stores. Sears
agrees that applications for such alternative credit product shall be separate
from the applications for Sears Credit Cards, and shall only be accessible or
distributed to Declines. In the event Sears elects to offer such source of
credit, Sears and Purchaser shall cooperate to establish a mechanism,
consistent with Law, for Purchaser to promptly provide to Sears or a designated
third party all information necessary to provide such source of credit.

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4.6 Customer Information. (a) Subject to applicable Law and to Sears
or Lands End Inc.s then-current policies regarding protection and use of
customer information (the Sears Policy), Sears shall make available, on a
monthly basis, at Purchasers request and reimbursement of Sears reasonable
data processing expense, information, including the names and addresses,
telephone numbers and, as available, other information, (including e-mail
addresses), of Sears Customers who are not Cardholders or Financial Products
Customers, in electronic or another standard format and, subject to such
criteria as may be mutually agreed upon, for purposes of soliciting such Sears
Customers for Sears Credit Cards and Financial Products (Prospect Data).
Notwithstanding any other provisions hereof, under no circumstances shall Sears
be obligated to take any action, including providing any information, if such
action would be contrary to applicable Law or to Sears Policy. Purchaser
agrees that any solicitations conducted using Prospect Data shall be performed
in all respects in accordance with Law, the Sears Policy and the Licensing
Agreement. The Prospect Data made available to Purchaser under this Section
4.6(a) shall remain the property of Sears, and Purchaser shall have no right to
use such information, except as expressly set forth in this Agreement.

(b)  Consistent with applicable Law, Purchasers then-current policies and
procedures, including Purchasers policies regarding the protection and use of
customer information (Purchaser Policy) and third party contract
restrictions, Purchaser shall conduct for Sears in each calendar year three
Merchandise marketing programs using Purchasers customer database and Sears
shall pay Purchasers Cost; provided, that Sears may request a reasonable
number of test marketing efforts in connection therewith. Subject to Section 4.6(d) and (e), any data made available by Purchaser
under this Section 4.6(b) shall remain the property of Purchaser, and Sears
shall have no right to use such information, except as expressly set forth in
this Agreement.

(c)  Purchaser shall be the sole and exclusive owner of:

(i) any credit bureau report obtained by or on behalf of Purchaser
pertaining to a Cardholder, any credit scoring and decision information, any
analyses of credit quality and credit risk, analyses prepared for the purpose
of fraud or suspicious activity monitoring or any other similar analyses
prepared by or on behalf of Purchaser and maintained in Purchasers credit file
pertaining to a Cardholder;

(ii) (A) all Transaction Data (other than Transaction Data arising out of
Merchandise transactions, which shall be subject to Section 4.6(d)) and all
other information (other than Cardholder names, addresses and telephone
numbers, which shall be subject to Section 4.6(e)) included within Cardholder
Information (other than Retained Interests under the Purchase Agreement) and
(B) all information collected by or on behalf of Purchaser in connection with
Account Applications or applications for Financial Products; provided, that in
no event shall Purchaser utilize such information for a purpose that would
reasonably be expected to have a material adverse effect on the
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Program, in connection with any activity inconsistent with Section 2.3(b) hereof, or in any
manner that competes directly with the marketing or sale of Merchandise.
Purchaser hereby grants a non-exclusive, non-transferable, non-sublicensable
right and license to Sears and its Subsidiaries to use the information
described in this Section 4.6(c)(ii) in compliance with applicable Law and
Purchaser Policy; provided, further, that in no event shall Sears or its
Subsidiaries utilize such information for a purpose that would reasonably be
expected to have a material adverse effect on the Program, in connection with
any activity inconsistent with Section 2.3 hereof or in any manner that
competes directly with Purchasers or its Subsidiaries General Financial
Services Products or Credit Card products; provided, that Sears may share the
information described in this Section 4.6(c)(ii) with Partner Merchants if and
only to the extent permitted by Law; and

(iii) any other information collected by or on behalf of Purchaser,
whether from a Cardholder or Financial Products Customer or from any other
Person unless Purchaser and Sears agree in good faith that the collection, use
and distribution of such information by Sears and its Affiliates would be
inconsistent with the parties intent that neither Purchaser nor Sears be
deemed to be a consumer reporting agency within the meaning of Section 603 of
the Fair Credit Reporting Act (15 U.S.C. § 1681a(d)).

Purchaser shall use the information described in this Section 4.6(c) only in
accordance with the terms and conditions of this Agreement consistent with Law
and Sears Policy.

(d)  Sears and Purchaser shall jointly own all Transaction Data arising out
of Merchandise transactions; provided, that in no event shall either party
utilize such information for a purpose that would reasonably be expected to
have a material adverse effect on the Program, in connection with any activity
inconsistent with Section 2.3 hereof or in any manner that, with respect to use
by Sears, competes directly with Purchasers or its Affiliates General
Financial Services Products or Credit Card products and, with respect to use by
Purchaser, the sale of Merchandise.

(e)  Subject to applicable Law, Cardholder names, addresses and telephone
numbers shall be owned jointly and equally by Purchaser and Sears; provided,
that in no event shall either party utilize such information for a purpose that
would reasonably be expected to have a material adverse effect on the Program,
in connection with any activity inconsistent with Section 2.3 hereof or in any
manner that, with respect to use by Purchaser, competes directly with Sears
marketing and sale of Merchandise and, with respect to use by Sears, competes
directly with Purchasers and its Subsidiaries and Affiliates products and
services.

(f)  The parties agree that, consistent with applicable Law, Purchaser
shall, from time to time, provide such notices to Cardholders and Financial
Products Customers as shall be necessary so that Cardholder Information may be
shared between and among Sears and its Affiliates and Purchaser and its
Affiliates, as set forth in this Agreement and Purchaser Policy. Neither Sears
nor Purchaser shall make or permit any unauthorized disclosure or use of any
personal information of individual Cardholders or Financial Products Customers,
other than as contemplated by this Agreement and in

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compliance with applicable
Law. Each of Sears and Purchaser shall be responsible for complying with all
financial privacy Laws applicable to its activities in relation to the conduct
of the Program, and each party shall bear its own costs of such compliance.

(g)  Sears shall, in compliance with applicable Law, promptly provide to
Purchaser a complete list of any Persons who have requested to be on Sears do
not call and/or do not mail lists (or other similar lists), and Purchaser
shall promptly comply with such requests with respect to its solicitation of
Sears Credit Cards and Financial Products. Purchaser shall provide to Sears a
complete list of any Cardholders or Financial Products Customers who have
requested to be on Purchasers do not call or do not mail lists (or other
similar lists) in connection with their Cardholder relationship with Purchaser
and Sears shall promptly comply with such requests with respect to its
telemarketing and other solicitations.

(h)  [reserved]

(i)  Sears and Purchaser may request the other to forward any information
to which it is entitled hereunder to a third party processor that is bound by
confidentiality and information privacy agreements no less stringent than those
set forth among the parties and that acts under a written agreement to
distribute such information at the request of Sears or Purchaser, as the case
may be.

(j)  Nothing in this Agreement shall prohibit Purchaser or its Affiliates
from using Cardholder Information in connection with the marketing, pricing or
placement of any secured financing transaction contemplated under Section
13.5(e), including in any offering document relating thereto, any exhibits,
amendments, attachments or supplements thereto, and other materials to be
delivered to prospective investors or creditors in such financing transactions.

4.7 Joint Marketing. Purchaser shall cooperate in good faith with Sears
to develop joint marketing opportunities to market Merchandise to customers of
Purchaser and its Affiliates.

ARTICLE V

ACCOUNT CREATION AND ADMINISTRATION

5.1 Terms. (a) Each of Sears and Purchaser may propose amendments to,
or modifications of, any provision of the Servicing Policy and Service
Standards but neither party shall be required to agree to such amendments
(except to the extent otherwise required by the Program Related Agreements).
At its monthly meetings, the Program Committee shall review all amendments or
modifications of the Servicing Policy and Service Standards proposed during the
preceding month and shall direct that the relevant policy and standards be
updated to reflect any such changes that are approved in accordance with
Section 3.3.

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(b)  Purchaser shall have the sole and exclusive right to set, maintain,
and modify the terms of the Credit Policy and the Financial Products Policy;
provided, that Purchaser shall take into consideration Section 3.2 in
establishing or changing any such Credit Policy or Financial Products Policy.
Prior to making such amendments or modifications, Purchaser shall notify Sears
and, upon Sears request, review with the Program Committee any proposed
amendments to, or modifications of, any material terms of the Credit Policy or
Financial Product Policy; provided, that Purchaser shall retain ultimate
control over the Credit Policy and Financial Products Policy. Notwithstanding
the foregoing, purchase transactions shall not be declined solely because the
purchase of protection agreements, extended warranty protection, maintenance
agreements, or similar products would cause an over-limit condition on an
Account,

(c)  Purchaser shall make available to Sears current copies of the Credit
Policy, Financial Products Policy or Servicing Policy upon Sears request, and
shall cooperate in good faith with Sears to address any concerns Sears may have
with respect to the Financial Products Policy or Servicing Policy, taking into
account all relevant aspects of the Program, including customer satisfaction
results.

5.2 Origination Criteria; Premier Program. (a) Purchaser shall accept
or reject any application for an Account based solely upon application of the
then-current Credit Policy. Upon satisfaction by an applicant of the
applicable credit criteria set forth in the Credit Policy, Purchaser shall promptly establish a Co-Branded Account or
a Proprietary Account, as applicable, for such applicant and issue a Sears
Proprietary Card or Sears Co-Branded Card, as applicable, to such applicant.
Purchaser also shall issue a renewal Sears Credit Card to each Cardholder at
each scheduled Sears Credit Card renewal date (or earlier, at the direction of
Sears, if the Cardholder qualifies for an upgrade to the Premier Program), in
accordance with the then-current Credit Policy.

(b)  Purchaser shall accept or reject any application for a Financial
Product based solely upon application of the then-current Financial Products
Policy. Upon satisfaction by an applicant of the applicable criteria set forth
in the Financial Products Policy, Purchaser shall issue the applicable
Financial Product to such qualifying applicant. Purchaser also shall issue a
renewal Financial Product at each scheduled Financial Product renewal date, in
accordance with the then-current Financial Products Policy.

(c) Subject to Section 5.2(d), Sears shall determine the Sears
spending-level and other qualifications that a Cardholder must achieve and
maintain for membership in the Premier Program. Notwithstanding anything to
the contrary contained herein, but subject to Section 5.2(d), Sears shall
retain control over the marketing policies (including the promotional calendar)
relating to the Premier Program. Notwithstanding anything to the contrary
contained in Section 4.6, Sears shall provide criteria to Purchaser, and
request that Purchaser use such criteria to identify those Cardholders who are
eligible for the Premier Program (or a replacement program); provided, that the
criteria provided by Sears shall be selected so as to prevent Purchaser from
being deemed a consumer reporting agency within the meaning of Section 603 of
the Fair Credit Reporting Act (15 U.S.C. § 1681a(d)).

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(d)  Notwithstanding anything to the contrary contained herein, Sears shall
(i) continue to provide the Premier Program or another comparable preferred
customer program; (ii) not materially reduce the value of the Premier Program
or such other program to Sears Cardholders compared to such value as of the
date hereof; and (iii) maintain responsibility for administrative and retail
costs (e.g., the cost of any promotions mailed to Premier Program members)
incurred in connection with the Premier Program, except as is Purchasers
responsibility with respect to all Sears Credit Cards (e.g., issuing plastics)
or as otherwise assumed by Purchaser pursuant to the Marketing Budget;
provided, that nothing herein shall grant any Credit Policy decision authority
to Sears with respect to the Premier Program.

5.3 Program Costs. Except as otherwise provided in this Agreement or in
the Marketing Plan, Purchaser shall be responsible for all costs related to
opening and operating the Accounts and Financial Products accounts, including
marketing the cost of store signage and communications (such marketing, signage
and communications costs to be at the levels set forth in the Marketing Plan),
credit bureau costs, pre-screening and post-screening costs, credit
authorization costs, Credit Card production costs, processing, servicing,
administration, billing and collection costs and the cost of funding the
Accounts Receivables.

5.4 Ownership of Accounts and Financial Products Accounts. (a)
Purchaser shall own all Accounts and shall extend credit with respect to all
such Accounts, and Sears shall not be considered a creditor with respect to any
such Account for any purpose whatsoever. Purchaser will cause the terms of the
Accounts, Financial Products, Cardholder Agreements and Financial Products
Agreements and all other documents, Solicitation Materials, Credit Cards and
agreements prepared by or on behalf of Purchaser that are mailed or supplied to
the general public, customers, applicants, Cardholders and Financial Products
Customers in connection with the Program to comply with all applicable Law.
All aspects of the operation of the Program by Purchaser, including Account
solicitation, acquisition, administration, servicing and debt collection, will
comply with all applicable Law. Purchaser shall be responsible for all credit
and fraud and other losses on such Accounts, except to the extent subject to
chargeback pursuant to the Merchant Agreement. Purchaser may cancel or suspend
credit privileges of any Cardholder if Purchaser determines such action is
warranted in accordance with the Credit Policy.

(b)  Purchaser shall own all Financial Products accounts and shall be
responsible for all risk and loss associated with Financial Products accounts.

5.5 Documentation. Account Documentation and Financial Products
Documentation shall be customized for the Program, as specified in the
Marketing Plan. Purchaser will prepare and provide to each Cardholder and
Financial Products Customer an Account Agreement or Financial Products
Agreement, as applicable, and disclosure statement and such other notices or
documents related to such Account or Financial Product as are required from
time to time under applicable Law, and shall provide appropriate disclosure
language for inclusion on the Solicitation Materials. Purchaser shall be
responsible for ensuring that the Account Documentation and Financial Products

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Documentation comply with applicable Law. Within 180 days following the
Effective Date, Purchaser shall mail to Cardholders and Financial Products
Customers notices indicating that Purchaser is the owner of the Acquired
Accounts and Financial Products accounts. Sears shall cooperate in good faith
with Purchaser to enable Purchaser to prepare, print and mail such notices to
Cardholders and Financial Product Customers.

5.6 Servicing. (a) The Servicing Policy shall set forth functions and
services that Purchaser shall perform in order to achieve results substantially
similar to those results set forth on Exhibits E and L.

(b)  Purchaser shall assign such trained personnel as are necessary or
appropriate for servicing the Accounts and Financial Products accounts in
accordance with this Section 5.6, and shall dedicate a majority of all customer
service and Store relations personnel to the exclusive servicing of the Program
(but all excluded from Sears competitors) and house such personnel in
segregated space and/or facilities. These personnel shall be trained to work
collaboratively with Sears, including Sears in-Store employees. Purchaser
shall have a dedicated management organization and leadership structure
specifically designed to support the Program, and Purchaser shall provide
dedicated personnel resources in the areas of finance, marketing, risk,
decision management and overall Program management, in each case as Purchaser
deems reasonably necessary. Purchaser shall maintain adequate computer and
communications systems and other equipment and facilities necessary or
appropriate for servicing the Accounts and Financial Products accounts in
accordance therewith. Without limiting Section 14.8(c), Purchaser shall not
outsource any customer service or Store relations personnel to a third party
located outside North America without Sears prior written consent.

(c) Purchaser shall maintain a disaster recovery plan, which shall be
tested regularly by Purchaser, as well as systems, equipment, facilities and
trained personnel, that shall enable it to service the Accounts and Financial
Products continuously through a disaster. Sears shall have the right to
review, upon request, a current copy of Purchasers disaster recovery plan and
the results of Purchasers tests of such plan. Sears acknowledges and agrees
that Purchaser may make changes to its disaster recovery plan from time to time
without Sears consent; provided, that such changes do not materially decrease
the level of protection offered by the disaster recovery plan. Purchaser shall
permit Sears to review any updated, revised, amended or restated disaster
recovery plan as soon as it becomes available. If Sears identifies a potential
disaster that Purchasers disaster recovery plan does not reasonably
anticipate, such potential disaster shall be considered by the Program
Committee and, if applicable, the Program Committee shall recommend an
appropriate course of action. The performance of such tests and the resolution
of any issues or problems identified in such test shall be performed at the
sole discretion (as to timing) and expense of Purchaser. Each of Sears and
Purchaser shall maintain information security policies and procedures that
include administrative, technical and physical safeguards designed to (i)
ensure the security and confidentiality of Confidential Information; (ii)
protect against anticipated threats or hazards to the security or integrity of
such Confidential Information; and (iii) protect against unauthorized access
to, or use of, such Confidential Information.

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(d)  Purchaser shall, at its expense, provide appropriate mechanisms for
both pre-approved and non-pre-screened application processing at the point of
sale for Sears Customers. Sears shall provide to Purchaser such cooperation
and assistance as Purchaser may reasonably require for the provision of such
mechanisms. All Store signage and communications, including design and
placement thereof, shall become property of and shall be controlled by Sears,
subject to reasonable direction of Purchaser; provided, that Purchaser shall
have the right to make any determination it deems necessary to comply with
applicable Law, and Sears shall abide by such determination. The level of
funding of Store signage and communications relating to the Program shall
initially be consistent with Sears current practices, and thereafter subject
to the Marketing Plan.

(e)  Each party shall be responsible for regular costs arising out of or in
connection with training its employees for purposes of the Program. Sears
shall incorporate ongoing training in connection with the Program (the content
of which will be developed under the guidance of the Program Committee),
substantially in the manner, terms and frequency currently being provided with
respect to Sears employees. If and to the extent that any action of a party in accordance with the terms of this
Agreement requires or results in the other party incurring or being required to
incur significant training costs (other than due to changes in applicable Law),
the parties, working through the Program Committee, shall reach a mutually
agreeable allocation of such training costs.

(f)  Purchaser shall use reasonable best efforts to create a seamless
continuation, after the Effective Date, of Sears Internet sites related to the
Sears Credit Cards (e.g., searscard.com) or successor sites, so as to permit
Cardholders and Financial Products Customers to obtain current Account activity
and to use the other features currently being provided to Cardholders and
Financial Products Customers on Sears Internet sites. Sears shall continue to
operate and design the sears.com Internet site and shall provide a link on the
sears.com site to the searscard.com Internet site. Purchaser shall make
available to Cardholders and Financial Products Customers at all times at least
as much on-line Account information and management capability as made generally
available to its other proprietary card or General Purpose Credit Card
programs. Purchaser shall be responsible for the expenses associated with
providing the foregoing. Purchaser and Sears further agree to use their
reasonable best efforts to transfer the operations and maintenance of the
searscard.com Internet site (other than ownership of the searscard.com Internet
domain name, which shall be licensed to Purchaser under the Licensing
Agreement), from Sears to Purchaser as soon as practicable after the Effective
Date with the same level of functionality existing as of the Effective Date.

5.7 Service Standards; Service Goals. The parties shall be bound by the
Service Standards and Service Goals set forth on Exhibit E and Exhibit L,
respectively.

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ARTICLE VI

INTELLECTUAL PROPERTY

6.1 Use of Sears Licensed Marks. Pursuant to the Licensing Agreement,
and on the terms and subject to the conditions therein set forth, Sears IP Sub
is granting Purchaser certain rights to use the Sears Licensed Marks in
connection with Financial Products, Sears Credit Cards, the solicitation of new
Accounts and Financial Products accounts and any uses related to the foregoing.
Purchaser acknowledges that it is not acquiring any right, title or interest
in the Sears Licensed Marks except a limited license as expressly provided in
the Licensing Agreement, subject to the conditions thereof.

6.2 Covenant Not to Sue; License. Sears agrees that it shall not enforce
any Patents it owns or controls against Purchaser, or any Person acting on
Purchasers behalf (in accordance with this Agreement) where any such party is
acting pursuant to the Program Related Agreements. The foregoing does not
represent an acknowledgement by Purchaser that any Patents of Sears is valid or
that Purchaser requires a license to any Patents of Sears. In the event that Purchaser determines that it requires a license to the
Sears 868 Patent for use outside the Program, Sears will license the Sears
868 Patent to Purchaser on reasonable terms (including license fees) to be
negotiated by Sears and Purchaser.

6.3 Purchaser License Grant. Subject to the terms and conditions of this
Agreement and applicable Law, Purchaser grants to Sears a personal,
royalty-free, non-transferable, non-assignable, non-exclusive limited license,
in the Licensed Territory, to use the trademarks and service marks of Purchaser
set forth on Schedule 6.3 (the Licensed Purchaser Marks) solely (i) on
Solicitation Materials prepared by Sears, to the extent required for promoting
the Program and soliciting new Accounts and Financial Product accounts; (ii) in
the form and manner in which Purchaser provides the Licensed Purchaser Marks to
Sears; and (iii) as Purchaser approves in advance in writing. Purchaser shall
respond promptly to all requests for Licensed Purchaser Marks approval,
provided, that Purchasers failure to provide a prompt response to any such
request shall not be deemed (A) a breach of this Agreement and (B) a consent
for Sears to use the Licensed Purchaser Marks as requested. To assure the use
and maintenance of high standards of quality, workmanship, style and appearance
and the proper use of the Licensed Purchaser Marks, Sears shall adhere to
Purchasers written guidelines with respect to all Solicitation Materials
prepared by Sears that contain Licensed Purchaser Marks. Sears agrees to
provide Purchaser, from time to time and upon Purchasers request, with a
reasonable number of samples of any Solicitation Materials publicly
disseminated or intended for public dissemination by Sears or its Subsidiaries
which utilize the Licensed Purchaser Marks. If Purchaser determines, after
reviewing the proposed Solicitation Materials bearing Licensed Purchaser Marks,
that it disapproves of such materials, Purchaser shall so advise Sears, and
such materials shall not be printed or used, as the case may be, until
appropriate corrective action is taken to the reasonable satisfaction of
Purchaser. After any Solicitation Materials have been approved by Purchaser
pursuant to this Section 6.3, Sears shall not change such materials without

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Purchasers prior written approval. The foregoing license grant is personal to
Sears, and Sears may not assign, transfer or sublicense any rights in or to the
Licensed Purchaser Marks in any manner. Sears acknowledges that it is not
acquiring any right, title or interest in the Licensed Purchaser Marks except a
limited license as expressly provided in this Agreement, subject to the
conditions hereof. All rights in or to the Licensed Purchaser Marks are
expressly reserved by Purchaser.

6.4 Changes to Trademark Usage. In the event that Purchaser notifies
Sears in writing that it disapproves of any particular use of the Licensed
Purchaser Marks that had previously been approved, Sears shall, in Purchasers
discretion, either (i) phase out such usage in the ordinary course of business;
or (ii) promptly cease such usage or otherwise cure such disapproved use;
provided, that Purchaser (x) sets forth, with specificity, a good faith
reasonable basis for such disapproval; and (y) agrees to reimburse Sears for
the reasonable replacement costs, if any, of such affected materials.

6.5 Infringement Proceedings. Sears shall promptly notify Purchaser of
any unauthorized use of, or claims of infringement against, the Licensed Purchaser Marks. Purchaser shall have
the sole right and discretion to bring or defend against proceedings alleging
infringement or dilution of or by its Marks or other Intellectual Property, or
unfair competition related thereto, pursuant to this Agreement; provided,
however, that Sears agrees to provide Purchaser with its reasonable cooperation
and assistance with respect to any such proceedings.

6.6 Purchaser Ownership Rights. Sears acknowledges and agrees that,
except for the limited license set forth in Section 6.3, nothing contained in
this Agreement shall be construed as granting to Sears, by implication,
estoppel or otherwise, any right, title or interest in and to (a) the Licensed
Purchaser Marks; and (b) any and all other Intellectual Property of Purchaser.
Sears shall not take any actions inconsistent with the foregoing.

6.7 Establishment of New Intellectual Property Rights. Each of the
parties acknowledges that any other party may create and establish (or have
created and established for it) new Intellectual Property rights in connection
with the Program (New Intellectual Property), and agree as follows:

(a)  To the extent that Sears creates New Intellectual Property, Sears
shall own all rights established during the Term, shall be responsible for
making all filings and taking all other actions necessary to protect such New
Intellectual Property and shall be deemed to have granted to Purchaser a
non-exclusive, royalty-free non-assignable license in the Licensed Territory to
use such New Intellectual Property solely in connection with the Program, and
to allow any party to whom services may be delegated under this Agreement to do
so.

(b)  To the extent that Purchaser creates New Intellectual Property,
Purchaser shall own all rights established during the Term, shall be
responsible for making all filings and taking all other actions necessary to
protect such New Intellectual Property and shall be deemed to have granted to
Sears a non-exclusive, royalty-free non-

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assignable license in the Licensed
Territory to use such New Intellectual Property solely in connection with the
Program, and to allow any party to whom services may be delegated under this
Agreement to do so.

(c)  Any proposal for the joint development by the parties of any New
Intellectual Property for the Program shall be approved of in advance by the
Program Committee. Unless otherwise agreed in writing by the parties, the
Program Committee shall also determine in advance the respective rights of the
parties with respect to such New Intellectual Property, and may determine that
any New Intellectual Property jointly developed by Purchaser and Sears in
connection with the Program shall be owned jointly and equally by Purchaser and
Sears (Jointly Developed Intellectual Property). Any filings or other
actions necessary to protect such Jointly Developed Intellectual Property shall
be filed jointly by Purchaser and Sears, and shall identify both such parties
as the owners. Purchaser and Sears shall cooperate fully, and cause their
employees to cooperate fully, with each other in the filing of any such filings
or actions and, except as may be otherwise agreed by the parties in writing,
shall share equally all costs and expenses relating to any such filings or actions approved by the parties.
In the event that either Purchaser or Sears (or Sears IP Sub) declines to fund
its portion of the costs incurred in connection with any such filings or other
actions, the other party may proceed on its own with such filings or other
actions, and will own the resulting intellectual property as New Intellectual
Property subject to this Section 6.7.

(d)  No party shall be deemed to have established any rights in any Marks
of the other party, or in any Marks that contain Intellectual Property of the
other party, and any newly-created Intellectual Property rights (including the
Jointly Developed Intellectual Property) shall be deemed to have been
established only in newly-created material independent of the other partys
Marks. Furthermore, no party shall attempt to register any Intellectual
Property containing another partys Intellectual Property.

6.8 Effect of Termination or Expiration of Agreement. Unless determined
otherwise by the Program Committee in accordance with Section 6.7, upon the
expiration or termination of this Agreement, the party that created New
Intellectual Property shall remain the owner thereof, and Sears or its assignee
shall, upon the exercise of the Repurchase Option, have a right to receive a
perpetual, non-exclusive royalty-free license to such New Intellectual
Property.

6.9 Mandatory Usage of Sears Licensed Marks. Purchaser shall use the
Sears Licensed Marks on all Sears Credit Card plastics and in all Solicitation
Materials, Account Documentation and Financial Products Documentation and other
written and oral correspondence with respect to Sears Credit Cards and
Financial Products (other than materials Purchaser uses in connection with its
Credit Card programs generally, including statements of Purchaser Policy), and
such use shall be in accordance with the specifications set forth in the
then-current Marketing Plan and in conformity with the terms of the Licensing
Agreement.

6.10 Affinity Patents. Notwithstanding anything to the contrary contained
herein, if Purchaser determines in its reasonable judgment that any of the

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services provided by Purchaser or its Affiliates to Sears Credit Card
applicants under this Agreement are reasonably likely to infringe the Affinity
Patents, Purchaser or its Affiliates may, in its sole discretion, either: (i)
modify or replace the affected services so that they do not infringe the
Affinity Patents; or (ii) to the extent that modifying or replacing the
affected services is not commercially reasonable, discontinue the relevant
portion of the affected services; provided, however, that Purchaser shall
provide substantially the same (or a greater) level of functionality to Sears
Credit Card applicants that Purchaser provides to Credit Card applicants under
any of Purchasers other proprietary card programs and General Purpose Credit
Card programs, unless Purchaser is prohibited by a third party contract from
providing such functionality to Sears Credit Card applicants.

ARTICLE VII

CERTAIN ARRANGEMENTS

7.1 Sears Fees. In consideration of the services to be rendered by Sears
in connection with the performance of its obligations under the Program
Agreement within the parameters of Schedule 7.1, Purchaser or its Affiliates
will pay to Sears or, at the direction of Sears, a Subsidiary of Sears, the
respective amounts set forth on Schedule 7.1 with respect to the Co-Branded
Accounts, Proprietary Accounts and Financial Products accounts (collectively,
Sears Fees); provided, that successor Financial Products shall be treated as
Financial Products for purposes hereunder. The Program Committee shall
annually review the amount of all payments to Sears under this Agreement that
are not based on sales or percentage of sales in good faith to determine
whether such payments should be increased to reflect inflation or other
factors, taking into account the economic terms and nature of the Program and
the relationship between the parties, but in no event shall the parties fail to
raise such payments in an amount that reflects the CPI increase for such year.

7.2 In-Store Payments Contribution. No later than fifteen days after the
end of each calendar month, Sears shall present to Purchaser a statement
containing the number of In-Store Payments accepted by Sears and its Affiliates
during that month, and Purchaser shall pay to Sears, no later than ten days
after receipt of such statement, an In-Store Payment contribution calculated in
accordance with Exhibit K.

7.3 Merchant Discount. The Merchant Discount in any given month shall be
calculated in accordance with Exhibit K.

7.4 Over-Limit Fees. Over-limit fees shall be calculated in accordance
with Exhibit K.

7.5 Special Credit Card Programs. Sears and Purchaser agree as follows
with respect to the Special Credit Card Programs:
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(a)  Zero Percent Financing. Sears may, at its sole discretion, continue
to offer Zero Percent Financing promotions to Sears Customers, and Purchaser
shall support such programs, in accordance with Exhibit J.

(b)  Sears Card Events. For so long as Sears shall continue to offer a
minimum of four Sears Card Events per year, Purchaser shall be responsible for
all promotional and marketing costs, including advertising, incurred by Sears
in connection with such Sears Card Events, in accordance with Schedule 7.1.
Sears shall present an invoice for such promotional and marketing costs,
together with reasonable supporting detail, after each Sears Card Event, and
Purchaser or its Affiliates shall pay the invoiced amounts to Sears no later than fifteen days following the receipt of such
invoice. Sears may propose to Purchaser alternative ways to spend the
marketing funds allocated by Purchaser to Sears Card Events.

(c)  POS Incentives. The parties may provide POS Incentives in accordance
with Exhibit K.

(d)  Future Programs. The parties may mutually agree in writing to change
existing or to offer new Special Credit Card Programs on terms mutually
agreeable to the parties.

7.6 Customer Value Propositions. Purchaser shall be responsible for and
shall fund the Customer Value Propositions; provided, that Purchaser shall not
include any merchant (other than any merchant that is included as of the
Effective Date) that competes with the sale of Merchandise as a redemption
partner under the Customer Value Propositions without the prior approval of
Sears. Purchaser shall honor all existing obligations under Customer Value
Propositions, including any rewards earned by Cardholders prior to the
Effective Date.

7.7 Promotional Cards. Sears may, from time to time, ask Purchaser to
manufacture and provide promotional cards bearing the Sears Licensed Marks,
such as the Sears Gift Card, the Craftsman Card and the Associate Discount
Card, and Purchaser shall manufacture and provide such promotional cards and be
entitled to reimbursement of its Cost to manufacture and provide such
promotional cards.

7.8 Set Off Right. All undisputed amounts due from one party to the
other under this Agreement, the Licensing Agreement or the Merchant Agreement
may be set off against undisputed amounts due from the other party; provided,
however, that offset against amounts owing under Section 3.2 of the Merchant
Agreement are limited to 5% of each days in-store Sears Credit Card purchases
and in no case shall be in the aggregate for any 12-month period greater than
5% of the amount of annual in-store Sears Credit Card purchases as of the last
date such amount was measured. Any such offset shall be accompanied by a
written statement specifying the offset and how it was determined.

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ARTICLE VIII

ADDITIONAL COVENANTS

8.1 Compliance with Law; Policies. Each of Purchaser, Sears and Sears IP
Sub shall comply with all applicable Law and the Program Plans and Policies in
connection with the Program and the performance of each of its obligations
hereunder.

8.2 Cardholder Surveys. As of the Effective Date, Purchaser shall, at its
expense, continue to perform and provide to Sears the Cardholder and Financial
Products surveys used by Sears as of the Effective Date. Following the
Effective Date, Purchaser may elect to migrate to different survey formats
(which shall continue to be provided to Sears), so long as such new surveys
provide Sears with a substantially similar level of information with respect to
Cardholders and Financial Products Customers. In the event Sears identifies
any material information that is not included in Purchasers survey, Purchaser
shall, to the extent reasonably practicable, include such information in future
surveys, unless the inclusion of such information is inconsistent with the
nature of the parties relationship under the Program. Consistent with the
results of the first six months of Cardholder surveys, the Program Committee
may establish minimum standards of Cardholder satisfaction to be incorporated
into the Service Standards. Purchaser shall make available to Sears such
surveys and all associated working papers promptly following completion
thereof. Nothing herein shall affect Sears right to conduct its own surveys
of Cardholders or Financial Products Customers, at Sears cost. Sears may also
perform credit research on behalf of Purchaser, as may be agreed by the parties
from time to time.

8.3 Reports; Monitoring Rights. (a) As of the Effective Date, Purchaser
shall, at its expense, continue to produce and provide to Sears the reports
with respect to profitability, other performance metrics and the operations of
the Program used by Sears as of the Effective Date. Following the Effective
Date, Purchaser may elect to migrate to different report formats (which shall
continue to be provided to Sears), so long as such new reports provide Sears
with a substantially similar level of information with respect to
profitability, other performance metrics and the operations of the Program. In
addition to the reports described above, Purchaser shall also provide to Sears
any customized reports reasonably requested by Sears from time to time. In the
event Sears identifies any material information that is not included in
Purchasers standard reports, Purchaser shall, to the extent reasonably
practicable, include such information in future reports, unless the inclusion
of such information is inconsistent with the nature of the parties
relationship under the Program.

(b)  Sears may, from time to time, have a reasonable number of its
employees or representatives present at the offices of Purchaser at which
services hereunder are provided to monitor Purchasers activities with respect
to the Program, including through monitoring of phone conversations between
Purchasers employees and Cardholders and Financial Products Customers, and
Purchaser shall also grant Sears remote access to perform such monitoring at
Sears request; provided, that any such activity by Sears shall be subject to,
and conducted in compliance with, applicable Law

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and Purchaser Policy, and
shall be conducted in a manner that shall not unreasonably impede Purchasers
ordinary course of business Purchasers ability to meet its obligations
hereunder.

8.4 Systems Interface; Mail Forwarding.

(a)  Purchaser and Sears shall use all reasonable best efforts to establish
and maintain appropriate interfaces between their respective marketing,
administrative, data and customer information, authorization, point of sale,
application processing, financial, technical support and other systems,
including systems maintained by third party providers on behalf of a party
hereto, in order to facilitate the efficient performance by Sears and Purchaser
of their respective obligations under the Program Related Agreements.

(b)  Any correspondence received by either party that is intended for the
other party shall promptly be forwarded via U.S. mail to the address designated
in writing by such other party; provided, however, that Sears shall use its
reasonable best efforts to forward any Sears Credit Card payments or
correspondence pertaining to a billing dispute received by Sears to Purchaser,
at Purchasers cost, via overnight courier, within three Business Days of
receipt. In addition, the parties shall mutually agree upon a call handoff
procedure for any calls received by either party that are intended for the
other party.

8.5 Acquiring New Business. (a) In the event that Sears or its
Subsidiaries acquires, directly or through merger, acquisition or other
combination or similar event, from third parties any retail business, including
for purposes of this Section 8.5, Sears Canada, Sears Mexico, and any other
retail business in Canada or Mexico that would be a Store hereunder (each, a
New Business) and any associated proprietary or other credit card accounts
and accounts receivable (that would be covered by the definition of Accounts
Receivable had they been issued hereunder) including any associated program
rights whether it has a program in-house or with a third party (a New
Portfolio), Sears shall (i) use reasonable best efforts to offer or cause to
be offered to Purchaser the opportunity to participate in the related
due-diligence process for purposes of assisting in development of an
appropriate valuation for the New Portfolio; and (ii) permit Purchaser to make,
no later than 10 Business Days prior to the time Sears is required to make an
offer with respect to the New Portfolio, an offer to purchase the New Portfolio
and add the New Portfolio to the Program. Unless the New Business is subject
to an agreement that would prohibit such actions or that would prohibit the
addition of the New Portfolio to the Program (a Conflicting Agreement), Sears
may accept or reject such offer in its commercially reasonable discretion. If
the New Business is subject to a Conflicting Agreement, Section 8.5(c) shall
govern. If Sears accepts such offer, Sears shall convey or cause to be
conveyed to Purchaser, either simultaneously with or promptly following the
closing of the acquisition of the New Business or the acceptance of such offer,
the New Portfolio, in exchange for payment by Purchaser to Sears of the
agreed-upon amount and on such other terms as agreed between Sears and
Purchaser and such New Business and New Portfolio shall be subject to the
Program. For the avoidance of doubt, in the event the New Business does not
have a New Portfolio,

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any applicable products with respect to such New Business
shall be treated as Additional Products.

(b)  If Purchaser elects not to make an offer under Section 8.5(a), or if
Sears rejects such offer, Sears (or an affiliate of Sears or a third party
designated by Sears) shall have the right to sell to a third party or retain
the New Portfolio and, in either case, to operate and service the New Portfolio outside the Program (which,
for the avoidance of doubt, shall not be deemed to violate any provision of the
Program Related Agreements), subject to this Section 8.5(b); provided, however,
that if Sears intends to sell the New Portfolio to a third party, Sears shall
request a written offer describing the premium amount proposed to be paid for
the New Portfolio and the present value of the payments expected in connection
with the program agreement related thereto. Sears shall promptly deliver such
written offer to Purchaser. Purchaser may, within 45 days of receipt of such
written notice, elect to purchase the New Portfolio and include the New
Portfolio in the Program on terms no less favorable in the aggregate than those
set forth in the written offer of such third party described above. Upon
delivery by Purchaser of a written notice to Sears that Purchaser elects to
purchase the New Portfolio and add it to the Program on terms that, in the
reasonable judgment of Sears, are no less favorable in the aggregate than those
contained in the written notice, Sears shall sell such New Portfolio to
Purchaser, and Purchaser shall add it to the Program. If Purchaser does not
deliver its written notice to purchase the New Portfolio within such 45-day
period, Sears may engage a third party to purchase the New Portfolio and to
service the New Portfolio outside the Program on terms no less favorable than
those set forth in the written notice provided above. Any change that is
unfavorable to Sears in the material terms of any written notice provided to
Purchaser shall be deemed a new offer subject to acceptance by Purchaser in
accordance with this Section 8.5(b).

(c)  If Purchaser and Sears agree to add the New Portfolio to the Program,
but the New Business is subject to a Conflicting Agreement, Sears shall use its
best efforts to terminate such Conflicting Agreement as soon as practicable,
including by either (A) terminating such Conflicting Agreement prior to its
scheduled expiration without a breach (at Purchasers option and expense
(including through the payment of any termination fees or liabilities),
including, at Purchasers option, as part of an offer by Purchaser to purchase
the New Portfolio); or (B) providing notice of non-renewal of such Conflicting
Agreement. In the event such Conflicting Agreement cannot be terminated as set
forth above, the New Portfolio shall remain outside the Program. At such time
as the Conflicting Agreement is no longer in effect (but subject to any terms
of such agreement), Section 8.5(a) shall apply.

(d)  For the avoidance of doubt, the provisions of this Section 8.5 are not
intended to affect any partys termination rights under this Agreement.

8.6 Disposition of Stores. (a) Sears and its Affiliates shall have the
right at any time and from time to time to:

(i) (A) sell an existing chain or other group of separately identifiable
Stores, including through the sale of a division or Subsidiary of Sears (Sold

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Chain Stores), or (B) sell all Stores within a Metropolitan Statistical Area,
whether individually or in a group, including through the sale of a division or
Subsidiary of Sears (Sold Area Stores and together with the Sold Chain
Stores, Disposed Stores). In connection with any such disposition, Sears or
its designee shall have the right, at its election, exercisable no later than
30 days following the transaction by which the Stores are disposed, to purchase from Purchaser, upon at least twenty Business
Days written notice, (x) in the case of Sold Chain Stores, the Sears
Proprietary Cards branded with the Marks of the Sold Chain Stores (provided,
that such Marks are not successor Marks to Sears) and all Accounts and
associated Accounts Receivables that are attributable to such Sears Proprietary
Cards; and (y) in the case of Sold Chain Stores or Sold Area Stores, any other
Accounts for which at least 90% of the purchase activity (measured by the
number of transactions in the preceding twelve months) is attributable to such
Sold Chain Stores or to such Sold Area Stores, as applicable, along with the
associated Accounts Receivable (collectively, the Attributable Assets), at a
price equal to the fair market value of such Attributable Assets as determined
by Sears and Purchaser and, in the event such parties are unable to agree, the
fair market value shall be determined pursuant to the appraisal procedures set
forth in Section 13.5, mutatis mutandis(but not employing the concept of
Minimum Repurchase Price); and

(ii) close or sell one or more existing Stores other than as described
above in (i), in Sears sole discretion.

(b)  Disposed Stores shall no longer be Stores subject to the Program,
and the purchaser of the Disposed Stores shall have the right to offer any
product, including Credit Cards, to the customers of such Disposed Stores. Any
purchaser of Disposed Stores as contemplated by this Section may, but shall not
be required to, contract with Purchaser for continued servicing of the
Attributable Assets on mutually agreeable terms.

(c)  Upon a purchase of Attributable Assets by a third party pursuant to
Section 8.6(a), Purchasers rights to use Cardholder Information for such
Accounts and the Cardholders associated therewith shall cease.

(d)  In the event Sears does not exercise its purchase right under Section
8.6(a)(i), Purchaser may convert such Accounts to a different product that has
a brand that does not compete with Sears. In the event Sears closes or sells
(other than as contemplated under Section 8.6(a)(i)) one or more, but not all,
existing Stores, Purchaser may convert any Account to a new product that has a
brand that does not compete with Sears, if (i) 90% of the purchase activity
(measured by the number of transactions in the preceding twelve months) on such
Account is attributable to such closed or sold stores; and (ii) (A) such
Account has had six transactions during the twelve-month period prior to such
closing or sale and is inactive for the six month period following such closing
or sale or (B) such Account has had fewer than six transactions during the
twelve month period prior to such closing or sale and is inactive for the
twelve month period following such closing or sale. In the event Sears closes
all Stores in a Metropolitan Statistical Area, Purchaser may convert any
Account attributable to such closed stores, with a

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billing addresses in such
Metropolitan Statistical Area, to a new product which has a brand that does not
compete with Sears.

(e)  Notwithstanding anything to the contrary contained in this Section
8.6, nothing contained this Section 8.6 shall or shall be deemed to preclude
Purchaser from (i) transferring any Sears Repurchase Assets to a wholly-owned
Subsidiary of Citigroup; provided, however, in such case that such Subsidiary is
reasonably capable of performing the obligations of Purchaser hereunder;
provided, further, that Purchaser shall remain obligated and liable to Sears
without diminution of such obligation or liability (or the other partys rights
or benefits) by virtue of such assignment and references to Purchaser hereunder
shall include such assignee or (ii) transferring any portion of Accounts or
Accounts Receivable in connection with a secured financing transaction
contemplated under Section 13.5(e).

8.7 Responsibilities of Sears. In addition to its obligations
specifically identified elsewhere in this Agreement, Sears agrees that, during
the Term of this Agreement, it will:

(a)  continue to (i) have its Store employees market and support the
Program; and (ii) train its Store employees, at levels consistent with Sears
current practices, except as otherwise contemplated by the Program Related
Agreements or as decided by the Program Committee;

(b)  market, support and promote the Program to Stores and Partner
Merchants;

(c)  maintain, invest in and improve on its point-of-sale systems and
equipment necessary to support the Program in accordance with Section 3.2;

(d)  promptly refer to Purchaser any customer complaints regarding a Sears
Credit Card; and

(e)  comply with all Laws applicable to Sears under this Agreement.

8.8 Reserves. If Sears (i) fails to maintain a senior unsecured
long-term debt rating of at least B+ from Standard & Poors Ratings and B1 from
Moodys Investors Service at a time when such ratings for Sears are being
published; (ii) fails to maintain a Fixed Charge Ratio of at least 2.0x for two
consecutive calendar quarters; or (iii) allows a violation of a material
covenant in any bank credit agreement of Sears to remain uncured for 90 days,
then Purchaser may establish reserves on its books that shall be funded by
Sears for Sears contingent liabilities relating to the performance of its
duties under the Program (i.e., non-delivery of Merchandise, timely processing
of In-Store Payments, warranty obligations, credit returns, chargebacks or
other such similar obligations under the Program), which reserve shall not
exceed 2.5% of the amount of annual in-store Sears Credit Card purchases as of
the last date such amount was measured. Purchaser may access and use such
reserves at its discretion to discharge Sears obligations under the Program.
At Sears option, it may satisfy the reserve obligation by delivery to
Purchaser of an irrevocable standby letter of credit in favor of

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Purchaser from
a financial institution other than Citigroup that is at least rated A by
Standard & Poors Ratings and at least A2 from Moodys Investors Service. In
the event a reserve has been established pursuant to this Section 8.8, Sears
may, upon notice to Purchaser that none of the conditions identified in (i)
through (iii) above have existed for a period of 120 consecutive days, request,
and Purchaser shall not unreasonably withhold its consent to, the elimination of the reserve or
return of the letter of credit, as applicable. Sears shall, within 45 days of
the end of each calendar quarter, provide Purchaser with a certificate stating
whether Sears is in compliance with its obligations under this Section 8.8.

8.9 Change in Sears Condition. In the event that (i) Merchandise sales
measured during any twelve-month period from those Stores and Third Party Sears
Merchant stores that are substantially similar in format or concept to the
Stores and Third Party Sears Merchant stores that existed as of the Effective
Date (Sears Merchandise Sales) are less than the Merchandise Decline Amount;
or (ii) that portion of Sears Merchandise Sales representing sales of hard-line
goods (e.g., appliances, tools, electronics, furniture), measured during any
twelve-month period (Sears Hard Line Sales), are less than the Hardline
Decline Amount, in either case for reasons other than General Conditions (the
occurrence of either or both events, a Significant Sales Contraction) and
that portion of Sears Merchandise Sales that were charged on a Sears Credit
Card are less than the Sales Contraction Amount during the same twelve-month
period (Credit Sales Contraction), then Purchaser may give notice to Sears of
Purchasers desire to negotiate in good faith modifications to the terms of
this Agreement, with the specific goal of modifying this Agreement such that
Purchaser earns additional profits representing what it would have earned on
the smaller of (A) the Merchandise Decline Amount less the Sears Merchandise
Sales and (B) Hardline Decline Amount less the Sears Hard-Line Sales, assuming
for purposes of such calculation that the Significant Sales Contraction had not
occurred, and covering the time period beginning on the later of the date of
the beginning of such Significant Sales Contraction and the date of the
beginning of such Credit Sales Contraction, and ending on the date when such
Significant Sales Contraction is no longer occurring or such Credit Sales
Contraction is no longer occurring (such beginning and ending times being
deemed to occur at the beginning or the end, respectively, of the month in
which such condition is met). Purchaser shall specify the date on which the
negotiations shall begin, which date shall be not less than ten nor more than
30 Business Days after the date on which such notice is given, and Purchaser
and Sears shall have 180 calendar days to negotiate mutually agreeable changes
to this Agreement (the Negotiation Period). During negotiations, the parties
will take into account trends, and shall take into account the possibility that
the conditions in the next sentence have been met. In the event that the
Significant Sales Contraction and Credit Sales Contraction described above have
been reversed, and remain so for a period of six months or more, Sears may
request that Purchaser engage in good faith renegotiation of the previously
negotiated terms, taking into account Sears performance under this provision.
Concurrent with the delivery of the notice by Purchaser to Sears, Purchasers
obligation to pay the amounts under the caption Growth Incentives on Schedule
7.1 shall cease, unless and until such time as the parties agree upon changes
to this Agreement. If Purchaser and Sears are unable to agree on changes to
this Agreement before the end of the Negotiation Period, the Agreement shall

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terminate at the end of the Negotiation Period and Sears shall have the right,
by election within 120 days after termination, to acquire the Sears Repurchase
Assets in accordance with Article XIII. If Sears does not exercise its
Repurchase Option under this Section 8.9, the Sears Repurchase Assets shall be
treated as specified in 13.6(b). The parties agree that failure, after
good-faith negotiation, to reach agreement during the Negotiation Period shall not be
subject to arbitration under Section 14.24 in lieu of the termination set forth
in this Section 8.9.

ARTICLE IX

CONFIDENTIALITY

9.1 Confidential Information. During the Term and after its expiration
or termination, except as expressly set forth in this Agreement, all materials
and information supplied by Sears or Purchaser, or their respective Affiliates
or representatives, to the other (or their Affiliates or representatives), or
observed or otherwise obtained by one such party, in the course of the
negotiation of this Agreement and each partys performance of its obligations
hereunder, including information concerning the content and/or conduct of any
aspect of the respective businesses of Purchaser or Sears, a partys assets,
properties, operations, business strategic objectives, methods of operation,
marketing plans or techniques, technological specifications and developments,
employee and business relationships, customer lists, Cardholder Information,
Credit Policy and each partys financial results and the terms of this
Agreement are confidential and proprietary to the disclosing party
(collectively, the Confidential Information). Confidential Information does
not include any information that (a) was known to the receiving party at the
time of disclosure or was developed independently by such party without
violating the terms hereof; (b) is generally available to and known by the
public at the time of disclosure (other than as a result of a disclosure
directly or indirectly by the party or parties restricted from disclosing such
information under this Section 9.1); (c) is in the public domain at the time of
disclosure or becomes part of the public domain after disclosure (other than as
a result of disclosure directly or indirectly by the party or parties
restricted from disclosing such information under this Section 9.1); or (d) is
disclosed to the receiving party by a third party that is not prohibited by Law
or agreement from disclosing the same.

9.2 Protection of Confidential Information. Confidential Information
shall be used by each of Sears and Purchaser, and their respective Affiliates,
solely in the performance of its obligations or the exercise of its rights
pursuant to this Agreement. In connection with actions taken by Purchaser or
Sears as part of the Program, either Purchaser or Sears may disclose to their
permitted contractors any of the Confidential Information that is reasonably
necessary for such permitted contractors to perform their duties with respect
to the Program; provided, however, that Purchaser or Sears, as applicable,
shall first have required their respective permitted contractors to sign a
confidentiality agreement in form and substance reasonably suited to
implementing the purposes of this Section 9.2. Each party shall be responsible
for causing its permitted contractors to maintain the confidentiality of the
Confidential Information. Each party

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shall receive Confidential Information in
confidence and shall not disclose Confidential Information to any third party,
except that nothing in this Section 9.2 shall prohibit Purchaser or Sears from
disclosing the Confidential Information (i) to its respective accountants,
independent auditors or attorneys as necessary to execute their professional
responsibilities, or to federal, state or other regulatory authorities having
jurisdiction over Purchaser or Sears, as applicable, as required by law,
regulation or order having the force of law; (ii) to those of its respective
employees, officers, directors, or, subject to the requirement of an executed
confidentiality agreement as described above, contractors who reasonably
require access to such Confidential Information to carry out the purposes of
this Agreement; (iii) in response to interrogatories, subpoenas, civil
investigative demands, applicable laws or compulsory process, provided, that
the disclosing party shall provide notice of such intended disclosure to the
other party and afford the other party an opportunity to intervene in such
process in order to request confidential treatment of such information; and
(iv) as agreed upon in writing by the other party, or as otherwise authorized
by this Agreement. Each of Sears and Purchaser shall take all reasonable steps
and implement appropriate measures consistent with applicable Law to safeguard
Confidential Information that is disclosed to it and its Affiliates or
representatives and to ensure that no unauthorized Person shall have access to
any Confidential Information. Each party shall promptly report to the other
party any unauthorized disclosure or use of any Confidential Information of the
other party of which it becomes aware. Upon request or the expiration or
termination of this Agreement, except as expressly set forth in this Agreement,
each party shall return to the other party all of the other partys
Confidential Information that is in its possession or control. No disclosure
by a party hereto of such partys Confidential Information shall constitute a
grant to the other party of any interest or right whatsoever in such
Confidential Information, which shall remain the sole property of the
disclosing party.

9.3 Confidentiality of Cardholder Information. During the Term and after
the expiration or termination of this Agreement, except as otherwise provided
herein, Purchaser shall not (i) transfer, sell or disclose to any other Person,
any Cardholder Information or any other data on Sears Customers learned by
Purchaser as a result of the Program, except to any of Purchasers Affiliates,
or in connection with cross-marketing or other activities permitted under this
Agreement; or (ii) use or permit the use of all or a portion of any Cardholder
Information or such customer data for any purpose other than to carry out its
obligations or to exercise its rights under the Program Related Agreements or
the Purchase Agreement.

9.4 Permissible Disclosures. This Article IX shall not restrict (i) the
disclosure by Purchaser of information relating to its relationship with a
Cardholder to a credit reporting agency (consistent with applicable Law); (ii)
the disclosure by Purchaser of information to any Credit Card processor or by
Purchaser or Sears to any other subcontractor or vendor who requires such
information in order to carry out its duties in relation to the Program; (iii)
the disclosure of information by Purchaser or Sears to their respective
auditors or to regulators; or (iv) the disclosure contemplated by Section
4.6(f) or 13.5(a), subject, in each such case, to appropriate confidentiality
restrictions no less restrictive than those contained in this Article IX.
Notwithstanding anything to the contrary herein, any party to this Agreement
(and any Affiliate, employee, representative

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or other agent of such party) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure (each as defined in Treasury Regulation
Section 1.6011-4) of the transactions contemplated by this Agreement and all
materials of any kind (including opinions or other tax analyses) that are
provided to it relating to such tax treatment and tax structure (but no other
details regarding matters covered by this Agreement, including the identities
of the parties).

9.5 Perfection. Notwithstanding anything to the contrary contained
herein, Purchaser may file any documents that Purchaser reasonably deems
necessary to perfect Purchasers ownership of the Accounts. Sears shall
cooperate with Purchaser in connection with any such filings.

ARTICLE X

REPRESENTATIONS AND WARRANTIES

10.1 Representations and Warranties of Purchaser. Purchaser hereby
represents and warrants the following as of the date hereof:

(a)  Organization. Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the United States, and is in
compliance with its articles of incorporation and bylaws. Purchaser is a
member in good standing of the Card Association.

(b)  Capacity; Authority; Validity. Purchaser has all necessary corporate
power and authority to enter into this Agreement and to perform all of the
obligations to be performed by it under this Agreement. This Agreement and the
consummation by Purchaser of the transactions contemplated hereby have been
duly and validly authorized by all necessary corporate action on the part of
Purchaser, and this Agreement has been duly executed and delivered by
Purchaser, constitutes the valid and binding obligation of Purchaser and is
enforceable in accordance with its terms.

(c)  Conflicts; Defaults. Neither the execution and delivery of this
Agreement by Purchaser, nor the consummation of the transactions contemplated
herein by Purchaser, shall (i) conflict with, result in the breach of,
constitute a default under or accelerate the performance required by, the terms
of any contract, instrument or commitment to which Purchaser is a party or by
which Purchaser is bound; (ii) violate the certificate of incorporation,
bylaws, or any other equivalent organizational document of Purchaser; or (iii)
require any consent or approval under any judgment, order, writ, decree, permit
or license to which Purchaser is a party or by which it is bound, other than,
in the case of (i) above, breaches, defaults or accelerations that would not
prevent or reasonably be expected to prevent Purchaser from executing this
Agreement or impact Purchasers compliance with the terms of this Agreement.
Purchaser is not subject to any agreement (x) requiring fundamental changes in
the operation of the Program; and (y) with any Governmental Authority that
would prevent the consummation of the
transactions contemplated by, or its ongoing performance of, the Program
Related Agreements.

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(d) Litigation. There is no claim, litigation, proceeding, arbitration,
investigation or material controversy pending before any Governmental Authority
to which Purchaser is a party and by which it is bound, that would reasonably
be expected to prevent Purchasers compliance with the terms of this Agreement.

(e) No Consents, Etc. No consent of any Person (including any stockholder
or creditor of Purchaser) and no consent, license, permit, approval,
authorization or exemption by notice of, report to or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution or delivery of this Agreement by Purchaser, the validity of this
Agreement with respect to Purchaser, the enforceability of this Agreement
against Purchaser, the consummation by Purchaser of the transactions
contemplated hereby or the performance by Purchaser of its obligations
hereunder.

(f) Sharing of Cardholder and Other Information. The current policies of
Purchaser permit Purchaser to enter into the covenants contained in the Program
Related Agreements that relate to the sharing of Cardholder Information or any
other data on Purchasers customers.

10.2 Representations and Warranties of Sears. Each of Sears and Sears IP
Sub, respectively, hereby represent and warrant the following as of the date
hereof with respect to itself:

(a) Organization. Sears is a corporation duly organized, validly existing
and in good standing under the laws of the State of New York, and is in
compliance with its articles of incorporation and bylaws. Sears IP Sub is a
corporation duly organized, validly existing and in good standing under the
laws of the State of Delaware, and is in compliance with its articles of
incorporation and bylaws.

(b) Capacity; Authority; Validity. Each of Sears and Sears IP Sub has all
necessary power and authority to enter into this Agreement and to perform all
of the obligations to be performed by it under this Agreement. This Agreement
and the consummation by Sears and Sears IP Sub of the transactions contemplated
hereby have been duly and validly authorized by all necessary corporate action
on the part of Sears and Sears IP Sub, and this Agreement has been duly
executed and delivered by Sears and Sears IP Sub, constitutes the valid and
binding obligation of Sears and Sears IP Sub and is enforceable in accordance
with its terms.

(c) Conflicts; Defaults. Neither the execution and delivery of this
Agreement by Sears and Sears IP Sub, nor the consummation of the transactions
contemplated herein by Sears and Sears IP Sub, shall (i) conflict with, result
in the breach of, constitute a default under or accelerate the performance
required by the terms of any contract, instrument or commitment to which Sears
or Sears IP Sub is a party or by which
Sears or Sears IP Sub is bound; (ii) violate the certificate of
incorporation, bylaws, or any other equivalent organizational document of
Sears or Sears IP Sub; or (iii) require any consent or approval under any
judgment, order, writ, decree, permit or license to which Sears or Sears IP Sub
is a party or by which Sears and Sears IP Sub is bound, other than,

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in the case
of (i) above, breaches, defaults or accelerations that would not prevent or
reasonably be expected to prevent Sears or Sears IP Sub from executing this
Agreement or impact Sears or Sears IP Subs compliance with the terms of this
Agreement. Neither Sears nor Sears IP Sub is subject to any agreement (x)
requiring fundamental changes in the operation of the Program; and (y) with any
Governmental Authority that would prevent the consummation of the transactions
contemplated by, or its ongoing performance of, the Program Related Agreements.

(d) Litigation. There is no claim, litigation, proceeding, arbitration,
investigation or material controversy pending before any Governmental Authority
to which Sears or Sears IP Sub is a party and by which it is bound, that would
reasonably be expected to prevent Sears and Sears IP Subs compliance with the
terms of this Agreement.

(e) No Consents, Etc. No consent of any person (including, without
limitation, any stockholder or creditor of Sears or Sears IP Sub) and no
consent, license, permit, approval, authorization or exemption by notice of,
report to or registration, filing or declaration with, any Governmental
Authority is required in connection with the execution or delivery of this
Agreement by Sears and Sears IP Sub, the validity of this Agreement with
respect to Sears and Sears IP Sub, the enforceability of this Agreement against
Sears and Sears IP Sub, the consummation by Sears and Sears IP Sub of the
transactions contemplated hereby, or the performance by Sears and Sears IP Sub
of its obligations hereunder.

(f) Intellectual Property Rights. Sears and its Subsidiaries own the
Sears Licensed Marks and have the authority to grant the license to Purchaser
pursuant to the Licensing Agreement to use the Sears Licensed Marks. The use
by Purchaser of the Sears Licensed Marks in the Licensed Territory during the
term of the Licensing Agreement, as set forth therein, will not dilute those
Marks and will not infringe on the Intellectual Property rights of any third
party or any right of privacy.

(g) Sharing of Cardholder and Other Information. The current policies of
Sears permit Sears to enter into the covenants contained in the Program Related
Agreements that relate to the sharing of Cardholder Information or any other
data on Sears Customers.

ARTICLE XI

INDEMNIFICATION

11.1 By Sears. Sears shall be liable to and shall indemnify, defend and
hold harmless, Purchaser and its Affiliates and their
respective directors, officers, employees and permitted assigns from and
against any Losses arising out of, connected with or resulting from the
following, to the extent not caused by any act or omission of Purchaser or its
Affiliates:


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(a) any Merchandise of a Sears Covered Party (including any product
liability or warranty claim with respect thereto), whether or not the purchase
of which was financed by an Account;

(b) the sale of any Merchandise of a Sears Covered Party, including any
and all advertising, promotions, marketing programs or documents for such
Merchandise;

(c) any misrepresentation or unauthorized representation to third parties
by employees of Sears or its Affiliates or Sears Covered Party made in
connection with the Program;

(d) any act, or omission where there was a duty to act, by Sears, its
Affiliates or Sears Covered Party or their respective employees, officers,
directors, shareholders or agents hired by either Sears or any of its
Affiliates, relating to an Account or any Accounts Receivable relating thereto;

(e) any material breach by Sears or its Affiliates of a covenant,
representation or warranty herein, in the Merchant Agreement or the Licensing
Agreement;

(f) the failure of Sears, its Subsidiaries, Affiliates or Sears Covered
Party to comply with applicable Law; or

(g) any third party claim, action, suit or proceeding (Claim) arising
out of or relating to any infringement, inducement of infringement, dilution,
misappropriation or other violation of any third party Intellectual Property
arising from (A) the materials or directions provided by Sears in connection
with the Program, unless (i) such Claim arises from any action of Sears taken
at Purchasers direction; (ii) Purchaser modified the materials provided by
Sears without Sears prior written consent; or (iii) Purchaser failed to follow
Sears instructions with respect to the materials provided by Sears or (B)
services provided by Sears in connection with the Program.

11.2 By Purchaser. Purchaser shall be liable to and shall indemnify,
defend and hold harmless Sears, and its Subsidiaries and Affiliates and their
respective directors, officers and employees and permitted assigns from and
against any Losses arising out of, connected with or resulting from following,
to the extent not caused by any act or omission of Sears or its Affiliates:

(a) any products and services offered by Purchaser and its Subsidiaries
and Affiliates;

(b) any act or omission where there was a duty to act, by Purchaser or its
Affiliates or any of their respective employees, officers, directors,
shareholders or
agents hired by Purchaser or its Affiliates relating to an Account or an
Accounts Receivable;


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(c) any misrepresentation or unauthorized representation to third parties
by employees of Purchaser or its Affiliates made in connection with the
Program;

(d) any material breach by Purchaser or its Affiliates of a covenant,
representation or warranty herein or in the Merchant Agreement or the Licensing
Agreement;

(e) the failure of Purchaser or its Affiliates to comply with any Laws
applicable to Purchaser or its Affiliates; or

(f) any third party Claim arising out of or relating to any infringement,
inducement of infringement, dilution, misappropriation or other violation of
any third party Intellectual Property arising from (A) the materials provided
by Purchaser in connection with the Program, unless (i) such Claim arises from
any action of Purchaser taken at Sears direction; (ii) Sears modified the
materials provided by Purchaser without Purchasers prior written consent; or
(iii) Sears failed to follow Purchasers instructions with respect to the
materials provided by Purchaser, (B) services provided by Purchaser in
connection with the Program or (C) the use by Sears of the Licensed Purchaser
Marks.

11.3 Procedures for Indemnification. (a) (i) In the event any claim is
made, any suit or action is commenced, or any knowledge is received of a state
of facts that, if not corrected, would give rise to a right of indemnification
of a party hereunder (Indemnified Party) by the other party (Indemnifying
Party), the Indemnified Party will give written notice to the Indemnifying
Party as promptly as practicable, but, in the case of lawsuit, in no event
later than the time necessary to enable the Indemnifying Party to file a timely
answer to the complaint; provided that failure to give timely notice shall not
relieve the Indemnifying Party of its obligations hereunder except to the
extent it is actually prejudiced thereby. Such written notice shall describe
such claim in reasonable detail including the sections of this Agreement which
form the basis for such claim. The Indemnified Party shall make available to
the Indemnifying Party and its counsel and accountants at reasonable times and
for reasonable periods, during normal business hours, all books and records of
the Indemnified Party relating to any such possible claim for indemnification,
and each party hereunder will render to the other such assistance as it may
reasonably require of the other (at the expense of the party requesting
assistance) in order to insure prompt and adequate defense of any suit, claim
or proceeding based upon a state of facts that may give rise to a right of
indemnification hereunder.

(ii) Notwithstanding the foregoing, in the event that any party becomes
aware of any actual or threatened infringement of any of the Sears Licensed
Marks or the Licensed Purchaser Marks, such party shall promptly notify in
writing the owner of such Intellectual Property. As among the parties hereto,
such owner shall then have the sole and exclusive right, but not the
obligation, to initiate action in order to remedy the infringement at its
expense and to retain any recovery therefrom. Upon the
Mark owners request, the other parties hereto shall cooperate with such
owner in connection with such action, but at the expense of such owner.


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(b) Subject to the terms hereof, the Indemnifying Party shall have the
right to defend, or to direct the defense of, any such suit, claim or
proceeding. The Indemnifying Party shall notify the Indemnified Party via
facsimile transmission, with a copy by mail, within thirty days (or sooner, if
the nature of the claim so requires) of having been notified pursuant to
Section 11.3(a), whether the Indemnifying Party elects to employ counsel and
assume the defense of any such claim, suit or action. If the Indemnifying
Party does not timely notify the Indemnified Party of its election to assume
the defense (after a second notice has been given any time within or after the
time period described above), the Indemnifying Party shall be bound by any
determination in such suit, claim or proceeding or any compromise or settlement
effected by the Indemnified Party, provided that the Indemnified Party shall
not compromise or settle a suit, claim or proceeding that includes an admission
of liability of the Indemnifying Party or seeks any material non-monetary
relief, without the written consent of the Indemnifying Party, which shall not
be unreasonably withheld. The Indemnifying Party shall institute and maintain
any such defense diligently and reasonably and shall keep the Indemnified Party
fully advised of the status thereof. The Indemnified Party shall have the
right to employ its own counsel if the Indemnifying Party so elects to assume
such defense, but the fees and expenses of such counsel shall be at the
Indemnified Partys expense, unless (i) the employment of such counsel shall
have been authorized in writing by the Indemnifying Party; (ii) such
Indemnified Party shall have reasonably concluded that the interests of such
parties are conflicting such that it would be inappropriate for the same
counsel to represent both parties (in which case the Indemnifying Party shall
not have the right to direct the defense of such action on behalf of the
Indemnified Party); or (iii) the Indemnifying Party shall not have employed
counsel to take charge of the defense of such action within a reasonable time
after electing to assume the defense thereof, and in any of such events such
reasonable fees and expenses shall be borne by the Indemnifying Party.

(c) The Indemnifying Party shall have the right to compromise and settle
any suit, claim or proceeding in the name of the Indemnified Party; provided,
however, that the Indemnifying Party shall not compromise or settle a suit,
claim or proceeding (i) unless it indemnifies the Indemnified Party for all
Losses arising out of or relating thereto and (ii) that includes an admission
of liability of the Indemnified Party or seeks any material non-monetary
relief, without the written consent of the Indemnified Party, which consent
shall not be unreasonably withheld. Any final judgment or decree entered in
any claim, suit or action for which the Indemnifying Party did not assume the
defense in accordance herewith shall be deemed to have been consented to by,
and shall (subject to the other provisions hereof) be binding upon, the
Indemnifying Party as fully as if the Indemnifying Party had assumed the
defense thereof and a final judgment or decree had been entered in such claim,
suit or action, or with regard to such claim, suit or action by a court of
competent jurisdiction for the amount of such settlement, compromise, judgment
or decree. The Indemnifying Party shall be subrogated to any claims or rights
of the Indemnified Party as against any other persons with respect to any
amount paid by the Indemnifying Party under this Article XI.

(d) Amounts owing under this Article XI shall be paid promptly upon
written demand for indemnification containing in reasonable detail the facts
giving rise to such liability; provided, however, that, if the Indemnifying
Party notifies the Indemnified

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Party within 30 days of receipt of such demand
that it disputes its obligations to indemnify and the parties are not otherwise
able to reach agreement after completing the escalation provisions set forth in
Section 14.23, the controversy shall be settled by binding arbitration pursuant
to the provisions of Section 14.24.

(e) The terms of this Article XI shall survive the termination of this
Agreement.

ARTICLE XII

MERCHANT PROCEDURES

12.1 Extension of Credit; Stores to Honor Sears Proprietary Card. Subject
to (i) the Credit Limits applicable to each Account, (ii) the terms and
conditions in the Account Agreement and (iii) the Credit Policy, Purchaser
shall extend credit to holders of a Sears Credit Card in amounts set forth as
the total for any purchase(s) reflected in Transaction Data received by
Purchaser.

12.2 Partner Merchants. (a) Each of Sears and Purchaser shall use its
reasonable best efforts to have Purchaser and the Partner Merchants enter into
merchant processing agreements substantially in a form reasonably agreed by
Sears and Purchaser, as soon as reasonably practicable following the Effective
Date, with Sears having the primary responsibility for contacting the Partner
Merchants and forwarding the form of agreement. Sears and Purchaser shall
cooperate in good faith to transition merchant processing with respect to
Partner Merchants away from Sears, provided that Purchaser shall not be
responsible for the payment of any merchant transaction fees.

(b) Sears shall guarantee the obligations of the Third Party Sears
Merchants.

(c) Sears may in its sole discretion add additional Third Party Sears
Merchants to the Program on then-current Program terms.

(d) Additional Third Party Non-Sears Merchants may be added to the Program
on terms that are mutually agreed to by the parties hereto acting through the
Program Committee.

12.3 In-Store Payments. The parties shall continue to support In-Store
Payments. If Sears or its Affiliates shall receive any In-Store Payments,
Sears shall, directly or through its Affiliates, be deemed to hold such
In-Store Payments in trust for Purchaser until such payments are either
delivered to Purchaser or applied to reduce amounts payable by Purchaser
to Sears pursuant to the Merchant Agreement. Sears shall give or cause to be
given to each Person making an In-Store Payment a receipt for such payment.
In-Store Payments shall be credited to the Account of the relevant Cardholder
as of the date of actual receipt by Sears or its Affiliates. In the event that
In-Store Payments received by Sears and its Affiliates and creditable to
Purchaser pursuant to the Merchant Agreement on any Business Day exceed amounts
payable by Purchaser to

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Sears on such Business Day, Sears shall be required to
remit such excess to Purchaser no later than two Business Days thereafter or,
if earlier, the date on which the Settlement Amounts (as defined in the
Merchant Agreement) with respect to sales of Merchandise made on the same day
that the In-Store Payment is received are paid to Sears under the Merchant
Agreement. In the event that In-Store Payments paid by check are returned for
insufficient funds, Purchaser will promptly reimburse Sears for the amount of
any returned checks, any bank or other third party fees associated therewith,
and any third party fees incurred by Sears in representing checks for payment;
provided, however, that Sears shall comply with Purchasers reasonable
instructions regarding the processing of such returned checks.

12.4 Payments at Stores in Canada. To the extent a Sears Credit Card is
accepted as payment for merchandise or services at Sears stores located in
Canada, such transaction must be presented to Purchaser in U.S. Dollars. Sears
shall perform all currency conversion in accordance with applicable Law and the
terms of the applicable Account Agreements.

ARTICLE XIII

TERM AND TERMINATION

13.1 Initial Term and Renewal; Proration. The initial term of this
Agreement shall commence on the Effective Date, and shall continue, unless
sooner terminated pursuant to Section 8.9, 13.2 or 13.3, until the tenth
anniversary of the Effective Date (the Initial Expiration Date). This
Agreement shall automatically renew for additional, successive seven-year terms
unless either Sears or Purchaser delivers written notice of its election not to
renew at least 24 months prior to (i) with respect to the initial term, the
Initial Expiration Date; or (ii) with respect to any renewal term, the
expiration date of such renewal term. The expiration or termination of this
Agreement shall not terminate, affect or impair any rights, obligations or
liabilities of a party hereto that may accrue prior to such expiration or
termination or that, under the terms of this Agreement, continue after such
expiration or termination. If the commencement, expiration or any earlier
termination of this Agreement causes this Agreement to be in effect for any
period less than a full calendar year, the financial obligations of the parties
under this Agreement shall be prorated for that period of time that is less
than a full calendar year.

13.2 Termination by Sears. Sears may terminate this Agreement at any
time upon the occurrence of any of the following events, by delivery of written
notice of termination to Purchaser:

(a) after a Bankruptcy Event with respect to Purchaser has occurred;

(b) after Purchaser fails to perform any of its material obligations or
breaches any of its material covenants hereunder or in the Licensing Agreement
or Merchant Agreement in any material respect, and such failure or breach shall
have continued unremedied for 90 days after delivery of written notice from
Sears of its

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intention to terminate this Agreement absent remedy of such
failure or breach within 90 days;

(c) after a Purchaser Material Adverse Effect has occurred;

(d) immediately prior to the time that Sears engages in a Combination with
another Person (Combining Person) (but subject to the consummation of such
Combination) that is subject to an agreement that would, if such Combination
were consummated, prohibit the continuation of this Agreement following the
Combination (Combination Conflicting Agreement); provided, that Sears has
used best efforts to cause the Combining Person to (i) terminate such
Combination Conflicting Agreement without a breach thereof, at Purchasers
option and expense (including through the payment of any termination fees or
liabilities); and (ii) amend such Combination Conflicting Agreement so that it
is no longer a Combination Conflicting Agreement; provided, that in the event
Sears elects to terminate this Agreement under this Section 13.2(d) but elects
not to exercise the Repurchase Option, it shall, within 30 Business Days of
such election, pay to Purchaser the Combination Termination Premium Amount;

(e) Purchaser is no longer a wholly-owned Subsidiary of Citigroup,
Purchaser Transfers all or substantially all of its assets to a Person that is
not a wholly-owned subsidiary of Citigroup, or Citigroup Transfers all or
substantially all of the assets of the credit card business operated by it and
its Subsidiaries to a third party that is not a wholly-owned Subsidiary of
Citigroup;

(f) upon termination of the Purchase Agreement prior to the Closing;

(g) upon the occurrence of a Major Service Event;

(h) Purchaser fails to pay any amount owing under the Merchant Agreement
(taking into account any permitted set-off payments) to Sears when due (except
to the extent Purchaser is disputing such amount in good faith), and such
failure to pay remains unremedied for two Business Days after delivery by Sears
of a written demand therefor to Purchaser; or

(i) upon mutual agreement with Purchaser.

13.3 Termination by Purchaser. Purchaser may terminate this Agreement at
any time upon the occurrence of any of the following events, by delivery of
written notice of termination to Sears:

(a) after a Bankruptcy Event with respect to Sears has occurred;

(b) after Sears fails to perform any of its material obligations or
breaches any of its material covenants hereunder or in the Licensing Agreement
or Merchant Agreement in any material respect, and such failure or breach shall
have continued unremedied for 90 days after delivery of written notice from
Purchaser of its intention to terminate absent remedy of such failure or breach
within 90 days;


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(c) after any material adverse change or effect on Sears, including as a
result of a material permanent deterioration in Sears financial condition
following the Effective Date, that is reasonably expected to have a material
adverse impact on Sears retail profile, Purchaser or the Program, other than
any change or effect arising from General Conditions;

(d) upon termination of the Purchase Agreement prior to the Closing; or

(e) upon mutual agreement with Sears.

13.4 Effective Termination Date; Effect of Notice of Termination or
Non-Renewal. (a) Effective Termination Date. The effective termination date
of this Agreement (the Termination Date) shall be (i) in the event a notice
of non-renewal is delivered pursuant to Section 13.1, the expiration date of
the then-current term; (ii) in the event a notice of termination is delivered
pursuant to Section 13.2 or 13.3 (other than pursuant to Section 13.2(a) or
13.3(a)), the date specified in such notice, which shall not be less than 90
days after the date notice of termination is received by the non-terminating
party; and (iii) upon the occurrence of any event described in Sections 8.9
(that require termination), 13.2(a) or 13.3(a), immediately without requirement
of any notice.

(b) Continuing Performance. Subject to Section 13.6, Sears and Purchaser
shall continue to perform their respective obligations under this Agreement
through the later of the Termination Date or, if Sears has elected to exercise
its Repurchase Option, the closing of the Repurchase Option (the Renewal
Termination Date). During the period between (A) notice of termination or the
date that is one year following non-renewal notice, as applicable; and (B) the
later of the Termination Date or, if applicable, the Renewal Termination Date,
(i) Purchaser shall have no new obligation to spend any additional amounts
under the Marketing Plan or the Marketing Budget, other than existing
requirements that cannot be terminated without a loss of service or value to
Cardholders or Financial Products Customers and Sears obligations hereunder
shall be reduced accordingly; (ii) neither Sears nor Purchaser shall solicit
any Cardholders or any individual on the Cardholder List for any Credit Card
(other than a Sears Credit Card) to replace a Sears Credit Card; and (iii)
Sears and Purchaser shall mutually agree on all customer communications
relating to termination of this Agreement; provided that Sears may not withhold
its consent from any communications that Purchaser may be required by Law to
make to Cardholders.

(c) Provision of Information. Upon notice of termination or non-renewal,
and upon request by Sears, Purchaser shall disclose to Sears, or any Person
designated by Sears, information concerning the Accounts, excluding the terms
of this Agreement (other than the provisions of Article XIII relating to the
Repurchase Option), for purposes of determining whether to exercise the
Repurchase Option and, upon exercise, for purposes of effectuating such
exercise; provided that Sears shall first have obtained a written
confidentiality agreement from each such Person in form and substance similar
to the Confidentiality Agreement (as defined in the Purchase

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Agreement).
Purchaser shall cooperate with Sears and any such Person(s) in providing
information concerning the assets, including the Accounts, that are included in
the Sears Repurchase Assets.

13.5 Repurchase of Assets Upon Termination or Expiration.

(a) Repurchase Option. Upon any delivery of a notice of non-renewal
pursuant to Section 13.1, or upon delivery of notice of termination of this
Agreement pursuant to Section 13.2 or 13.3 or upon termination under Section
8.9, other than a notice of non-renewal delivered by Sears prior to the Initial
Expiration Date, Sears shall have the option to purchase, or arrange for the
purchase by another Person, from Purchaser (A) all (but not less than all) of
the Accounts, along with all (but not less than all) of the Accounts
Receivables originated under such Accounts (other than Accounts that have been
charged-off, or have had electronic notice of bankruptcy or notice of fraud
given), together with all related Account Documentation and other data, books
and records and Cardholder Information that is in existence as of the date of
such purchase; (B) subject to Section 3.3(e), all (but not less than all) of
the Financial Products, together with all related Financial Products
Documentation and other data, books and records and Cardholder Information that
is in existence as of the date of such purchase (including, at Sears option,
the stock of Sears Life Insurance Company); and (C) all (but not less than all)
other assets, if any, including real property, equipment, furniture, fixtures
and other tangible personal property that are primarily used in connection with
the Program, as determined by Purchaser (collectively, the Sears Repurchase
Assets), on the terms and conditions set forth in this Article XIII.

(b) Repurchase Notice. Simultaneously with the delivery by Sears to
Purchaser of a notice of non-renewal or termination for which Sears has a
Repurchase Option, or within 180 days (or 120 days under Section 8.9) after
delivery by Purchaser to Sears of a notice of non-renewal or termination for
which Sears has a Repurchase Option, whichever is applicable, Sears shall
notify Purchaser of whether it shall exercise the Repurchase Option. If Sears
fails to timely deliver notice of exercise of the Repurchase Option to
Purchaser, Sears shall be deemed to have elected not to exercise the Repurchase
Option. Any notice of exercise of the Repurchase Option shall include the name
of an Independent Appraiser selected by Sears.

(c) Repurchase Price Determination. The purchase price (Repurchase
Price) for the Sears Repurchase Assets will be determined in accordance with
this Section 13.5(c). In the event the Agreement terminates pursuant to
Sections
13.3(a) or (b) or 13.2(d) during the first ten years of the Term, the
Repurchase Price will be equal to the greater of (x) the fair market value of
the Sears Repurchase Assets (determined in accordance with the procedures
outlined below); and (y) the Minimum Repurchase Price, each determined as of
the Repurchase Closing Date. In all other cases, the Repurchase Price will be
equal to the fair market value of the Sears Repurchase Assets (determined in
accordance with the procedures outlined below), determined as of the Repurchase
Closing Date. Upon receipt of notice of Sears election to exercise the
Repurchase Option, Purchaser shall also nominate an Independent Appraiser and
provide written notice of such nomination to Sears within 30 days of receipt of
the exercise notice

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from Sears. Within fifteen days of the receipt of such
nomination by the other party, each of Sears and Purchaser shall advise the
other party that they either accept or challenge the other partys selection of
Independent Appraiser. In the event that either party objects to the
Independent Appraiser nominated by the other party, the parties will negotiate
in good faith to resolve such difference promptly and, in the event that no
resolution is obtained within fifteen days after the date of notice of any
objection to any nominated Independent Appraiser is given, either party may
initiate arbitration proceedings pursuant to Section 14.24 herein. If both of
the nominated Independent Appraisers are acceptable, each of Sears and
Purchaser shall promptly retain their respective nominated Independent
Appraisers and provide such information to both Independent Appraisers as is
necessary to permit each of the Independent Appraisers to provide a valuation
of the Sears Repurchase Assets no later than a date selected by the parties for
such purpose (which date will be not later than 45 days after the date on which
the parties have agreed on the designation of the Independent Appraisers);
provided, that the information provided to both Independent Appraisers shall be
identical. Such appraisals shall be performed on the basis of the assumptions
set forth in Schedule 13.5(c). The fair market value shall be the average of
the valuations received from the Independent Appraisers, and such averaged
valuation shall not be subject to Section 14.24 and shall be final and binding
on the parties and enforceable in any court having jurisdiction, unless the
valuations made by the two Independent Appraisers differ by more than an amount
equal to 2.5% of the lesser of the two valuations (such difference, De Minimis
Difference). If the valuations made by the two Independent Appraisers differ
by more than a De Minimis Difference, such Independent Appraisers will jointly
select a third Independent Appraiser of recognized standing and experience in
valuing credit card portfolios, who shall be retained jointly and compensated
jointly and equally by Sears and Purchaser. If the two Independent Appraisers
fail to jointly agree on a third Independent Appraiser within fifteen days of
the receipt by both parties of the evaluation of the other partys Independent
Appraiser, at the request of any party, such Independent Appraiser shall be
selected by the CPR within fifteen days of such request. Such third
Independent Appraiser will provide a valuation of the Sears Repurchase Assets
as of the appraisal date selected by the parties (as described above) using the
same information that was made available to the initial two Independent
Appraisers, and based upon the assumptions set forth in Schedule 13.5(c). If
(i) the initial valuations delivered by the initial two Independent Appraisers
differ by an amount equal to or less than 4% of the lesser of the two initial
valuations; and (ii) the valuation delivered by the third Independent Appraiser
is between the two initial valuations delivered by the initial two Independent
Appraisers or differs from either of such valuations by any amount equal to or
less than a De
Minimis Difference, the fair market value will be the average of the three
appraisals, and such averaged valuation shall be final and binding on the
parties and enforceable in any court having jurisdiction. If (i) the initial
valuations delivered by the initial two Independent Appraisers differ by an
amount equal to or less than 4% of the lesser of the two initial valuations and
the third appraisal is not between the two initial valuations delivered by the
initial two Independent Appraisers and differs from both of such valuations by
an amount greater than a De Minimis Difference; or (ii) the valuations
delivered by the initial two Independent Appraisers differ by an amount greater
than 4% of the lesser of the two initial valuations as of the appraisal date,
the fair market value

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will be the average of the two valuations received from
any two of the three Independent Appraisers that are closest in amount to each
other, and the third valuation will be disregarded, and such averaged valuation
shall not be subject to Section 14.24 and be final and binding on the parties
and enforceable in any court having jurisdiction. The expenses of any
Independent Appraiser nominated by Sears shall be borne by Sears and the
expense of any Independent Appraiser nominated by Purchaser shall be borne by
Purchaser.

(d) Repurchase Agreement. After the purchase price for the Sears
Repurchase Assets is established, Purchaser and Sears shall cooperate to
negotiate in good faith a definitive purchase agreement (the Repurchase
Agreement) upon terms, including conditions, representations, warranties and
indemnities, that are customary and where applicable, substantially similar to
the Purchase Agreement. Purchaser shall not unreasonably withhold or delay its
execution of the Repurchase Agreement or any other documents necessary to
effectuate such sale. The parties to the Repurchase Agreement shall use all
reasonable best efforts to ensure that the closing date for such purchase (the
Repurchase Closing Date) occurs as promptly as reasonably practicable
following the execution thereof; provided, that the Repurchase Option shall
expire in the event that the Repurchase Closing Date does not occur on or prior
to the later of (A) eighteen months from the date of the Repurchase Agreement
or (B) the Termination Date. Any buyer acting on behalf of Sears in the
exercise of the Repurchase Option shall be bound by this subsection as if it
were Sears.

(e) Treatment of Securitized Assets. In the event that Purchaser has
securitized or participated any of the Accounts, or the Accounts Receivables
included therein, that are included in the Sears Repurchase Assets, the parties
will cooperate to transfer such assets, or Purchasers interest in and
servicing rights with respect to such assets, to Sears or its assignee on
reasonable terms under a Repurchase Agreement, and the manner and terms of such
transfer shall be taken into account in the determination of fair market value
in connection with the determination of the Repurchase Price.

(f) Orderly Transfer. Purchaser shall use all reasonable best efforts to
assist Sears or its assignee to convert the processing and servicing of the
Sears Repurchase Assets to Sears, its assignee or its processor, as the case
may be, as soon as practicable after the Repurchase Closing Date. The parties
to the Repurchase Agreement shall negotiate and enter into a transition
services agreement, substantially in the form of the Transition Services
Agreement, for Purchaser to service the Accounts until the
conversion date occurs and for a period of up to one year at its election,
any other services that may be reasonably necessary in connection with the
Repurchase Agreement.

(g) Solicitation. Without the prior written consent of Purchaser, Sears
shall not, and shall cause its respective Affiliates not to, during the Term
and for a period of one year from the expiration of the Term, and provided that
no Repurchase Option has been exercised pursuant to Section 13.5 hereof,
solicit, hire or cause to be solicited for employment (other than pursuant to
any general circulation not specifically targeted to the employees of
Purchaser), any individual who is an employee of Purchaser. Notwithstanding
anything contained in this Section 13.5 to the contrary, Sears and its

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Affiliates shall not be prohibited from soliciting for employment or hiring
employee of Purchaser who have been terminated by Purchaser, and the parties
agree that, upon exercise by Sears of a Repurchase Option, Sears may extend
offers of employment to employees of Purchaser who are primarily dedicated to
the Program.

13.6 Treatment of Assets Upon Termination. (a) If Sears purchases, or
arranges for the purchase of, the Sears Repurchase Assets, and the Repurchase
Closing Date is to occur after the original date of expiration or termination
of this Agreement, this Agreement shall be extended and shall remain in full
force and effect until the Repurchase Closing Date; provided, that, commencing
on the date of termination or expiration of the Agreement, (i) neither
Purchaser (nor any Affiliate thereof or any third party on Purchasers behalf)
shall solicit any Cardholder or Financial Products Customer for any products,
including Credit Cards or General Financial Services Products; and (ii)
Purchaser shall thereafter have no rights to use any Cardholder Information,
Confidential Information or any other information supplied by Sears with
respect to the Program or this Agreement, except to perform any obligations
with respect to the servicing of the Accounts and Financial Product accounts as
contemplated hereby.

(b) In the event Sears does not purchase or arrange for the purchase of
the Sears Repurchase Assets in accordance with this Agreement, from the date of
termination or expiration of this Agreement, (i) Purchaser shall, within 180
days, cease to use the Sears Licensed Marks and shall not claim any right,
title, or interest in or to the Sears Licensed Marks granted pursuant to this
Agreement and the Licensing Agreement; (ii) Purchaser shall, within 180 days
following such date (the Post-Termination Period), reissue at its expense new
card plastics not bearing any Sears Licensed Marks for Accounts and shall
substitute or cancel the Sears Proprietary Cards; (iii) during and after the
Post-Termination Period, Purchaser shall not market the Program (provided,
however, that Purchaser may conclude any solicitation that is required by
applicable Law), and (iv) during and after the Post-Termination Period, (i) if
substantially all Stores are no longer generally open to the public, Purchaser
may treat the Accounts in any manner that it determines or (ii) in any other
case, Purchaser may treat the Accounts in any manner it determines, but for
four years following the termination or expiration of this Agreement, Purchaser
shall have no right to use, or to permit an Affiliate or third party to use,
any Cardholder Information or other information supplied by Sears with respect
to the Program or this Agreement to market or promote a Credit Card or other
General
Financial Services Product to Cardholders together with a third party that
offers the same categories of goods and services as Sears.

13.7 Other Termination Provisions. If this Agreement terminates for any
reason:

(a) For the avoidance of doubt, it is understood that Sears shall be free
to issue, by itself or through others, the Sears Credit Cards or any other
Credit Cards, including Credit Cards bearing Sears Licensed Marks.

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(b) At the request of either Sears or Purchaser, the other party shall
reasonably cooperate with such requesting party, at such requesting partys
expense, to the extent necessary to satisfy any Law applicable to such
requesting party.

(c) Sears and Purchaser shall mutually agree on all communications to
Cardholders notifying them of the termination of the Program.

13.8 Survival. The terms of Articles IX, X, XI and XIV, Sections 6.8,
8.1, 13.4, 13.5(a), (e), (f) and (g), 13.6, 13.7 and 13.8 shall survive the
expiration or termination of this Agreement.

ARTICLE XIV

GENERAL

14.1 Successors and Assigns. All terms and provisions of this Agreement
will be binding upon and will inure to the benefit of the parties and their
respective permitted Successors and assigns. If Sears conveys, transfers or
otherwise disposes of (whether in one or in a series of transactions) all or
substantially all of its assets, Sears shall assign to the acquirer, and shall
require such acquirer to unconditionally assume, this Agreement in accordance
with its terms, unless acquirer has a Conflicting Agreement; provided that, if
there shall be more than one acquirer, such acquirer that would upon
consummation of the dispositions hold the largest portion of such disposed
assets shall be the acquirer for purposes of this sentence.

14.2 Entire Agreement. The Program Related Agreements, together with the
Purchase Agreement, and the Transition Services Agreement, embody the entire
understanding of the parties, and there are no further or other agreements or
understandings, written or oral, in effect between the parties, relating to the
subject matter of this Agreement.

14.3 Relationship of the Parties. The parties agree that in performing
their responsibilities pursuant to this Agreement they are in the position of
independent contractors. This Agreement is not intended to create, nor does it
create and shall not be construed to create, a relationship of partners or
joint venturers, fiduciaries or any association for profit
between and among Purchaser and Sears or any of their respective
Affiliates. None of the parties shall take any action to circumvent its
obligations under this Agreement or with the primary purpose of depriving the
other parties of their rights hereunder.

14.4 Force Majeure. Subject to Section 5.6(c), in the event that a party
fails to perform its obligations under this Agreement in whole or in part as a
consequence of events beyond its reasonable control (including acts of God,
fire, explosion, accident, floods, embargoes, epidemics, war, acts of
terrorism, nuclear disaster or riot), such failure to perform shall not be
considered a breach of this Agreement during the period of such disability;
provided that, such period shall be no longer than 30 days. In the event of
any force majeureoccurrence as set forth in this Section 14.4, the disabled
party shall use its

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best efforts to meet its obligations as set forth in this
Agreement. The disabled party shall promptly and in writing advise the other
party if it is unable to perform due to a force majeureevent, the expected
duration of such inability to perform and of any developments (or changes
therein) that appear likely to affect the ability of that party to perform any
of its obligations hereunder in whole or in part. During the period when the
disabled party is unable to perform its obligations hereunder, the other party
shall not be required to perform any of its obligations that cannot be
performed as a result of the disabled partys nonperformance due to force
majeure.

14.5 Books and Records. Each of Sears and Purchaser shall maintain books
of account and records, in accordance with its standard practices and
procedures, of all transactions arising in connection with its obligations
pursuant to this Agreement for a period of five years from expiration or
earlier termination. In addition to, and notwithstanding the foregoing, to the
extent Sears or Purchaser has possession of any records required to be
maintained by the other party pursuant to applicable Law, the party with
possession shall maintain such records in such form and for such time periods
as are provided for in such Law. Each such party shall furnish to the other
party all such information concerning transactions the requesting party may
reasonably request; provided, however, that no party shall be required to
divulge any records to the extent prohibited by applicable Law.

14.6 Public Announcements. From the date hereof until 30 days after the
termination of this Agreement, Sears and Purchaser (i) will consult with each
other before issuing, or permitting any agent or Affiliate to issue, any press
releases or otherwise making or permitting any agent or Affiliate to make, any
public statements with respect to the Program, this Agreement, the Licensing
Agreement or the transactions contemplated hereby and thereby and (ii) will
not, except as may be required by Law or stock exchange rule, issue any such
public statement without the prior written consent of the other party (which
consent may not be unreasonably withheld).

14.7 Audits. (a) From time to time during the Term, upon reasonable
notice by Sears, Purchaser will allow Sears or a third party, selected by Sears
and reasonably acceptable to Purchaser, to perform, at times and in a manner
that does not unreasonably disrupt the operations of Purchaser, an audit to
review any aspect of Purchasers operation of the Program, including to
determine whether Purchaser is in compliance with all of its obligations
contained in this Agreement.

(b) From time to time during the Term, upon reasonable notice by
Purchaser, Sears will allow Purchaser or a third party, selected by Purchaser
and reasonably acceptable to Sears, to perform, at times and in a manner that
does not unreasonably disrupt the operations of Sears, an audit to determine
whether Sears is in compliance with all of its obligations contained in this
Agreement.

14.8 Assignment; Delegation of Services. (a) Other than as set forth in
Article XIII and Section 14.1, a party hereto shall not Transfer this Agreement
or any of its rights hereunder without the prior written consent of the other
party hereto (which consent may be withheld in such other partys sole
discretion), and any such purported

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Transfer without such consent shall be
void; provided, however, that Purchaser may Transfer this Agreement, and all of
the rights and obligations contained herein (including licenses granted herein,
notwithstanding any contrary limitation on sub-license rights), in whole or in
part, to a wholly-owned Subsidiary of Citigroup upon notice to Sears but
without Sears consent, and Sears may Transfer this Agreement and all of the
rights and obligations contained herein, in whole or in part, to a wholly-owned
Subsidiary, provided, however, in each such case that such Subsidiary is
reasonably capable of performing the obligations of Purchaser or Sears, as
applicable, hereunder; provided, further, that the Transferring party shall
remain obligated and liable to the other party without diminution of such
obligation or liability (or the other partys rights or benefits) by virtue of
such Transfer and references to Purchaser or Sears, as applicable, hereunder
shall include such Transferee.

(b) Either Sears or Purchaser may delegate the performance of the services
required to be performed by it hereunder to a wholly-owned Subsidiary (or, in
the case of Purchaser, a wholly-owned Subsidiary of Citigroup); provided that
the assigning party shall remain obligated and liable to the other party for
the provision of such services without diminution of such obligation or
liability (or the other partys rights or benefits) by virtue of such
arrangement .

(c) Either Sears or Purchaser may outsource the services required to be
performed by it hereunder to a third party; provided, that Purchaser shall not
outsource any customer service or Store relations personnel to a third party
without Sears prior written consent.

14.9 Change in Law; Severability. If a Change in Law is applicable to
any provision of this Agreement, the parties will perform such terms to the
maximum extent permitted under Law. If any provision of this Agreement or the
application of any such provision is invalid, illegal or unenforceable in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision of this Agreement or invalidate or render unenforceable
such provision in any other jurisdiction. To the extent permitted by
applicable Law, the parties waive any provision of Law that renders any
provision of this Agreement invalid, illegal or unenforceable in any respect.
The parties shall, to the extent lawful and practicable, use their reasonable
best efforts to enter into arrangements to reinstate the intended benefits, net
of the intended burdens, of any such provision held invalid, illegal or
unenforceable.

14.10 Survival. Except as may otherwise be specifically provided in this
Agreement, all covenants, agreements, representations and warranties of the
parties made in or pursuant to this Agreement shall survive the execution and
delivery of this Agreement and the closing of the transactions contemplated
thereby and, subject to Section 13.8, shall terminate upon and as of the
expiration or other termination of this Agreement.

14.11 Expenses. Except as is otherwise specifically provided in this
Agreement, each party shall pay its own costs and expenses in connection with
this

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Agreement and the transactions contemplated hereby, including all
regulatory fees, attorneys fees, accounting fees and other expenses.

14.12 Amendment and Waiver. No amendment to this Agreement shall be
effective unless it shall be in writing and signed by each party hereto. Any
failure of a party to comply with any obligation, covenant, agreement or
condition contained in this Agreement may be waived by the party entitled to
the benefits thereof only by a written instrument duly executed and delivered
by the party granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or condition shall
not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure of compliance.

14.13 Remedies; Specific Performance. (a) The rights and remedies of
the parties under this Agreement are cumulative and are not exclusive of any
rights or remedies that the parties would otherwise have under this Agreement
or otherwise.

(b) The parties hereto acknowledge that money damages are not an adequate
remedy for violations of this Agreement and that any party hereto may, in its
sole discretion, apply to the court set forth in Section 14.21(a) for specific
performance, or injunctive, or such other relief as such court may deem just
and proper, in order to enforce this Agreement or prevent any violation
thereof, and to the extent permitted by applicable Law, each party hereto
waives any objection to the imposition of such relief and any requirement for
the provision of financial assurances as a condition to the granting of such
relief.

(c) In no event will any party to this Agreement be liable to another
party thereto for special, indirect, punitive or incidental damages, lost
profits, lost savings or any other consequential damages, even if such party
has been advised of the possibility of such damages.

14.14 Table of Contents; Headings. The Table of Contents and Article and
Section headings of this Agreement are for convenience of reference only and
shall not affect the construction of or be taken into consideration in
interpreting this Agreement.

14.15 Limitation on Rights of Others. Nothing in this Agreement, whether
express or implied, shall give or be construed to give any Person (other than
the parties thereto and their permitted Successors and assigns) any legal or
equitable right, remedy or claim under or in respect of this Agreement, unless
such Person is expressly stated in this Agreement to be entitled to any such
right, remedy or claim.

14.16 Counterparts; Effectiveness. This Agreement may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute but one and the same contract.

14.17 Payment Terms; Initial Periods. (a) The payment of any Sears Fees
(and any other payment hereunder made by Purchaser to Sears) shall be made

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without any deduction or withholding for tax or otherwise, except as required
by Law (provided, however, that to the extent that any deduction or withholding
is required as a result of any action taken by Purchaser after the Closing,
Purchaser shall pay to Sears such additional amount as shall make Sears whole
for such deduction or withholding), and shall be made by wire transfer in
lawful money of the United States, immediately available funds. Any payment
hereunder that is due on a day that is not a Business Day shall be payable on
the next succeeding Business Day.

(b) Where this Agreement requires performance or payments to be measured
as of calendar measurement periods (e.g., calendar months or quarters) and the
Effective Date falls prior to the commencement of such period, the period
between the Effective Date and the commencement of such initial calendar period
shall be added to such initial calendar period and any requirements therewith
shall be extended on a pro rata basis.

14.18 Drafting. Each party acknowledges that its legal counsel
participated in the drafting of this Agreement. The parties hereby agree that
the rule of construction that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement to
favor one party over any other.

14.19 Governing Law. This Agreement shall in all respects be governed by
and construed in accordance with the internal Laws of the State of Delaware,
without regard to the conflict of laws principles of such state.

14.20 Waiver of Jury Trial. EACH PARTY TO THIS AGREEMENT WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN RESPECT OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT.

14.21 Jurisdiction; Consent to Service of Process. (a) Each party to
this Agreement hereby irrevocably and unconditionally submits, for itself and
its property, to the exclusive jurisdiction of any state or federal court
sitting in Wilmington, Delaware, and any appellate court from any such court,
in any suit, action or proceeding arising out of or relating to preliminary or
provisional relief to prevent irreparable harm in accordance with this
Agreement, or to compel arbitration in accordance with Section 14.24 hereof or
for recognition or enforcement of any arbitral award resulting from any such
arbitration proceeding, or disputes regarding Intellectual Property arising
exclusively under Article VI, and each party hereby irrevocably and
unconditionally agrees that all claims in respect of any such suit, action or
proceeding may be heard and determined in such Delaware state court or, to the
extent permitted by Law, by removal or otherwise, in such federal court.

(b) Each party to this Agreement hereby irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, (i) any
objection that it may now or hereafter have to the laying of venue of any suit,
action or proceeding in any state or federal court sitting in the City of
Wilmington, (ii) the defense

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of an inconvenient forum to the maintenance of
such suit, action or proceeding in any such court and (iii) the right to
object, with respect to such suit, action or proceeding, that such court does
not have jurisdiction over such party.

(c) Each party to this Agreement irrevocably consents to service of
process in the manner provided for the giving of notices pursuant to such
agreement or instrument. Nothing in this Section 14.21 shall affect the right
of any party to such agreement or instrument to serve process in any other
manner permitted by Law.

14.22 Notices. All notices and other communications to be given to any
party under this Agreement shall be in writing and any notice shall be deemed
given when delivered by hand, courier or overnight delivery service or three
days after being mailed by certified or registered mail, return receipt
requested, with appropriate postage prepaid, or when received in the form of a
facsimile, and shall be directed to the address or facsimile number of such
party specified below (or at such other address or facsimile number as such
party shall designate by like notice):



| | (a) |  | If to Sears or Sears IP Sub:
| | --- |  | ----------------------------



| |  |  | Sears, Roebuck and Co.
3333 Beverly Road
Hoffman Estates, Illinois 60179
Attention: General Counsel
Fax No.: (847) 286-2471
| |  |  | ---------------------------------------------------------------------------------------------------------------------------



| |  |  | With a copy to:
| |  |  | ---------------



| |  |  | Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, NY 10019
Attention:    Andrew R. Brownstein
          
           Craig M. Wasserman
Fax No.:       (212) 403-2000
| |  |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (b) |  | If to the Purchaser:
| | --- |  | --------------------



| |  |  | Citibank USA, N.A.
701 E. 60th North
Sioux Falls, South Dakota 57105
Attn: General Counsel
Fax No.: (605) 330-6745
| |  |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | with a copy to:
| |  |  | ---------------



| |  |  | Citicorp Credit Services, Inc. (USA)
Four Parkway North-66-
| |  |  | -----------------------------------------------------------



| |  |  | Deerfield, IL 60015
Attn: General Manager
Fax No.: (847) 579-3259
| |  |  | -----------------------------------------------------------------



| |  |  | with a copy to:
| |  |  | ---------------



| |  |  | Citigroup Inc.
Corporate Law Department
425 Park Avenue, 2nd Fl.
New York, New York 10043
Attn:      Associate General Counsel
                Mergers & Acquisitions
Fax No.:  (212) 793-2402
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | With a copy to:
| |  |  | ---------------



| |  |  | Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attention:      Eric Friedman, Esq.
                        Stuart D. Levi, Esq.
Fax No.:         (212) 735-2000
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

14.23 Escalation. Upon the occurrence of any event that, pursuant to the
express provisions of this Agreement, is subject to the escalation provisions
set out in this Section 14.23, or upon the occurrence of any other material
dispute under this Agreement by written notice to the other party (with Sears
and Sears IP Sub being considered one party for purposes of this Section), the
following procedures shall apply:

(a) The parties will attempt to resolve the subject of the escalation
promptly by negotiations between the Chief Financial Officer of Sears and the
Chief Executive Officer of Purchasers credit card business (collectively, the
Senior Officers). The Senior Officers will meet in person or by telephone
within ten Business Days after the notice of the dispute and attempt in good
faith to resolve the subject matter of the escalation.

(b) In the event the Senior Officers do not resolve the dispute within 30
Business Days from receipt of notice of a dispute (which time period may be
extended by written agreement of the Senior Officers), either party may refer
the dispute to arbitration in accordance with Section 14.24.

14.24 Binding Arbitration. (a) Except for Intellectual Property
disputes arising exclusively under Article VI, which are to be resolved in a
Delaware court pursuant to Section 14.21 herein, and except as set forth in the
last sentence of Section

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8.9, any controversy, dispute or claim (whether lying
in contract or tort) between or among the parties arising out of or related to
this Agreement or the breach, termination or validity thereof (Dispute)
including those set forth in Section 14.23 above, shall, after the expiration
of the time period set forth in Section 14.23(b), if applicable, at the request
of any party (with Sears and Sears IP Sub being considered one party for
purposes of this Section) be submitted to arbitration in accordance with the
CPR Rules for Non-Administered Arbitration (the Rules) of the CPR Institute
for Dispute Resolution (the CPR) then in effect, except as modified herein,
by notifying the other parties of its election to arbitrate such controversy,
dispute or claim in accordance with the Rules.

(b) Each Dispute submitted by a party to arbitration shall be heard by an
arbitration panel composed of three neutral and impartial arbitrators, each of
whom shall have relevant business experience or be otherwise experienced to
judge such dispute or claim. Sears and Purchaser shall each appoint one such
arbitrator within fifteen days after the receipt by the respondent of the
notice of arbitration. If either party fails to appoint its arbitrator within
such fifteen-day period, any party may apply to the CPR to appoint an
arbitrator on behalf of the party that has failed to appoint its arbitrator.
The two arbitrators appointed by or on behalf of (as the case may be) the
parties shall jointly appoint a third arbitrator, who shall chair the
arbitration panel (the Chairman). If the
arbitrators appointed by or on behalf of the parties do not agree on a
Chairman within fifteen days after the latter of the two arbitrators appointed
by or on behalf of the parties has been appointed, the Chairman shall, at the
request of either party, be appointed by the CPR. Any Chairman appointed by
the CPR shall be a retired judge or an attorney admitted to practice for at
least fifteen years with experience in the arbitration of complex commercial
cases. If for any reason an arbitrator is unable to perform his or her
function, he or she shall be replaced and a substitute shall be appointed in
the same manner as the arbitrator replaced was appointed.

(c) Except as otherwise stated herein, arbitration proceedings shall be
conducted in accordance with the procedures of the CPR. In any arbitration
proceeding hereunder (i) proceedings shall, unless otherwise agreed by the
parties, be held in Chicago, Illinois; (ii) the arbitration panel shall have no
power to award punitive damages and shall be bound by all statutes of
limitation that would otherwise be applicable in a judicial action brought by a
party; and (iii) the decision of a majority of the arbitrators (or the Chairman
if there is no such majority) shall be final and binding on the parties and
shall be enforceable in any court of competent jurisdiction. The parties
hereby waive any rights to appeal or to review of such decision by any court or
tribunal and also waive any objections to such enforcement.

(d) Notice preliminary to, in conjunction with, or incident to any
arbitration proceeding may be sent to the parties by registered or certified
mail (return receipt requested) at the address set forth in Section 14.22 and
personal service is hereby waived. The arbitrators may award recovery of all
costs and fees incurred in connection with the arbitration and the proceeding,
and obtaining any judgment related thereto, of each Dispute (including
reasonable attorneys fees and expenses and arbitrators fees and expenses and
court costs, in each case, with respect to such disputed matter) to the party
that substantially prevails in the arbitration proceeding with respect to such
Dispute.

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(e) No provision of this Section 14.24 shall limit the right of any party
to this Agreement to exercise self-help remedies, or obtaining provisional,
remedies from a court of competent jurisdiction before the appointment of the
arbitral tribunal. The exercise of a remedy does not waive the right of either
party to resort to arbitration. Without prejudice to such provisional remedies
as may be available under the jurisdiction of a court, the arbitral tribunal
shall have full authority to grant provisional remedies and to direct the
parties to request that any court modify or vacate any temporary or preliminary
relief issued by such court, and to award damages for the failure of any party
to respect the arbitral tribunals orders to that effect.

14.25 Taxes. Each provider of services under this Agreement (a Vendor)
shall invoice (by jurisdiction) the recipient of such services for any sales,
use or similar gross receipts-based taxes imposed against or upon such services
(Sales Taxes). In addition to any amounts otherwise payable pursuant to this
Agreement, the recipient of the aforementioned services shall be responsible
for any such Sales Taxes and shall either (i) remit such Sales Taxes to Vendor
(and Vendor shall remit the amounts so received from the recipient of such
services to the applicable taxing authority) or (ii) provide Vendor with a
certificate or other acceptable proof evidencing an exemption from liability
for such Sales Taxes.

* * * * *

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IN WITNESS WHEREOF, this Agreement has been executed on behalf of each of
the parties hereto as of the day and year first above written.

SEARS, ROEBUCK AND COBy
    
    /s/ Paul J. LiskaName:
    
    Paul J. LiskaTitle:
    
    President, Credit and Financial
ProductsSEARS INTELLECTUAL PROPERTY
MANAGEMENT COMPANYBy
    
    /s/ Andrew R. GingerName:
    
    Andrew R. GingerTitle:
    
    PresidentCITIBANK (USA) N.ABy
    
    /s/ Douglas C. MorrisonName:
    
    Douglas C. MorrissonTitle:
    
    Vice President
CiticardsChief Financial Officer/O&TFinance


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