KINDERCARE LEARNING CENTERS INC /DE
LETTER AGREEMENT - EVA M. KRIPALANI
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<DESCRIPTION>LETTER AGREEMENT - EVA M. KRIPALANI
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<TITLE>Ltr to Eva M. Kripalani</TITLE>
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<td align=center>December 20, 2004</td>
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<td>Eva M. Kripalani<br>
Senior Vice President, General Counsel<br>
  and Corporate Secretary<br>
KinderCare Learning Centers, Inc.<br>
650 NE Holladay, Suite 1400<br>
Portland, OR 97232</td>
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<td>&nbsp;</td>
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<td>Dear Eva:</td>
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<td>&nbsp;</td>
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<td>As you are aware, KinderCare Learning Centers, Inc. (the
&#147;<U>Company</U>&#148;) has entered into an Agreement and Plan of Merger
dated as of November 5, 2004 (the &#147;<U>Merger Agreement</U>&#148;) with KU
Education LLC (&#147;Parent&#148;), KUE Merger Sub Inc. and the Company&#146;s
principal stockholders. This Letter Agreement, which will only become effective
upon the closing of the transactions contemplated by the Merger Agreement, sets
forth certain modifications to the Severance Agreement between you and the
Company, dated as of November 12, 2004 (the &#147;Severance
Agreement&#148;)</td>
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<td>Notwithstanding your right to terminate your employment under the Severance
Agreement and subject to your continued right to terminate your employment under
the Severance Agreement, you have agreed to assist the Company and Parent in
effecting the post-merger transition for a period of up to six months (such
period based on needs of the Company as determined by Company and Parent) (the
&#147;Continuation Period&#148;) following the Closing Date (as defined in the
Merger Agreement). In consideration for your agreement to assist in the
transition and notwithstanding that your employment with the Company will
continue after the Closing Date, the Company will maintain your compensation
(including salary, bonus target and all fringe benefits, but excluding stock
options) at levels no less favorable than those currently in effect during the
Continuation Period and will pay to you the Termination Payment (as defined in
the Severance Agreement) on the Closing Date. In the event of a Termination (as
defined in the Severance Agreement) following the Closing Date, you shall be
entitled to the payments and benefits in accordance with the terms of the
Severance Agreement (other than the Termination Payment provided for in Section
3(b) of the Severance Agreement), which terms include execution and delivery to
the Company of the Release of Claims provided for in Section 3 of the Severance
Agreement and you hereby agree to execute such Release of Claims upon a
Termination in exchange for such payments and benefits. As amended by this
letter agreement, the Severance Agreement shall continue in full force and
effect in accordance with its terms.</td>
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<td>This letter agreement shall not be assignable by you or the Company
(including by operation of law) without the prior written consent of the other,
and any attempted assignment in violation of this provision shall be void. This
letter agreement shall be governed by and construed and interpreted in
accordance with the laws of the State of Delaware, without regard to the
conflicts of law provisions thereof. The Severance Agreement, as modified by
this letter agreement, constitutes the entire agreement of the parties hereto
with respect to the subject matter hereof, and supersedes any prior written or
oral agreement between the Company and you with respect to the subject matter
hereof; neither you nor the Company shall be deemed to have made any agreement
or covenant, express or implied, to the other, except for the agreements and
covenants that are expressly set forth in the Severance Agreement, as modified
by this letter agreement; and any such prior written or oral agreement between
the Company and you is hereby terminated and shall be of no force or effect.</td>
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<td>This letter agreement may be executed in any number of counterparts, each of
which shall be an original and all of which shall constitute one and the same
instrument.</td>
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<td>If this letter agreement reflects our mutual agreement as to the matters set
forth herein, please indicate by signing below.</td>
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<td>Accepted and agreed on behalf of<br>
KinderCare Learning Centers, Inc. as of  December 20, 2004:</td>
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<td>/s/ DAVID J. JOHNSON<hr noshade width=300 align=left>
David J. Johnson, Chief Executive Officer and<br>
Chairman of the Board of Directors</td>
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<td>&nbsp;</td>
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<td>Accepted and agreed to as of December 20, 2004:</td>
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<td>/s/ EVA M. KRIPALANI<hr noshade width=300 align=left>
Name: Eva M. Kripalani</td>
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