Program Agreement [Amended and Restated]

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

TABLE OF CONTENTS

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ii

iii

SCHEDULES

EXHIBITS

iv

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.

     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.