SEARS ROEBUCK & CO
LETTER FROM THE REGISTRANT
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<DESCRIPTION>LETTER FROM THE REGISTRANT
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<P align="right" style="font-size: 10pt">Exhibit&nbsp;10.30



<P align="center" style="font-size: 10pt">Sears, Roebuck and Co.



<P align="center" style="font-size: 10pt">February&nbsp;17, 2005



<P align="left" style="font-size: 10pt">Mr.&nbsp;Glenn R. Richter<BR>
Executive Vice President and Chief Financial Officer<BR>
Sears, Roebuck and Co.<BR>
3333 Beverly Road<BR>
Hoffman Estates, Illinois 60179

<P align="left" style="font-size: 10pt">Dear Glenn:


<P align="left" style="font-size: 10pt">This letter agreement (this &#147;<I>Agreement</I>&#148;) is to confirm our understanding with you regarding the
termination of your employment as Executive Vice President and Chief Financial Officer of Sears,
Roebuck and Co., a New York corporation (&#147;<I>Sears</I>&#148;) in connection with the consummation of the
transactions contemplated under that certain Agreement and Plan of Merger dated as of November&nbsp;16,
2004 by and among Kmart Holding Corporation, a Delaware corporation (&#147;<I>Kmart</I>&#148;), Sears, Sears
Holdings Corporation, a Delaware corporation, Kmart Acquisition Corp., a Delaware corporation, and
Sears Acquisition Corp., a New York corporation (such agreement, the &#147;<I>Merger Agreement</I>&#148;, and the
transactions contemplated thereby, collectively, the &#147;<I>Merger</I>&#148;).


<P align="left" style="font-size: 10pt">You and Sears entered into an Executive Severance/Non-Compete Agreement dated as of November&nbsp;16,
2001 (the &#147;<I>Severance Agreement</I>&#148;) and, as required under the Severance Agreement, an Executive
Non-Disclosure and Non-Solicitation Agreement dated as of November&nbsp;16, 2001 (the &#147;<I>Non-Disclosure
Agreement</I>&#148;). This Agreement constitutes an amendment to your Severance Agreement and to your
Non-Disclosure Agreement, in each case, solely to the extent set forth below. Any capitalized
terms not defined herein shall have the meaning set forth in the Severance Agreement.


<P align="left" style="font-size: 10pt">In consideration of the mutual covenants contained herein and for other valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, you and Sears agree as follows:


<P align="left" style="font-size: 10pt">1. <I>Effectiveness of this Agreement</I>. This Agreement shall become effective as of the date hereof
immediately upon the execution of this Agreement by the parties hereto; <I>provided</I>, <I>however</I>, that in
the event the Merger Agreement terminates in accordance with its terms prior to the Effective Time
(as such term is defined in the Merger Agreement), then this Agreement shall terminate at that same
time and be of no further force and effect, and your Severance Agreement and Non-Disclosure
Agreement shall thereafter remain in full force and effect without regard to the provisions of this
Agreement.


<P align="left" style="font-size: 10pt">2. <I>Resignation of Positions; Execution of General Release and Waiver</I>. If you remain employed by
Sears immediately prior to the Effective Time, then, (a)&nbsp;effective at the Effective Time, you shall
resign as an officer and director of Sears and any of its subsidiaries, affiliates, related
companies, and any parent or successor entities thereto and (b)&nbsp;immediately following

<P align="center" style="font-size: 10pt">&nbsp;
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<P align="left" style="font-size: 10pt">such resignation, you shall execute a General Release and Waiver in the form attached hereto as
Exhibit&nbsp;A (the &#147;<I>Release</I>&#148;).


<P align="left" style="font-size: 10pt">3. <I>Employment During Transition Period</I>. You hereby agree to remain continuously employed by Sears
during the period from the date of this Agreement until the Effective Time (the &#147;<I>Transition
Period</I>&#148;), during which time you shall continue to hold the title of Executive Vice President and
Chief Financial Officer of Sears (the &#147;<I>CFO</I>&#148;) and shall continue to receive the same rate of base
salary and employee benefit coverage that you received immediately prior to the date hereof. As
the CFO during the Transition Period, subject to the immediately following sentence, you shall
continue to perform those duties and responsibilities reasonably required to be performed by the
CFO but, if instructed, you shall refrain from performing such duties and responsibilities as the
Chief Executive Officer, and/or the Board of Directors, of Sears may require. Only for so long as
you continue to have the authorities and responsibilities of a chief financial officer of Sears
that are necessary or appropriate for you to provide the certifications under Sections&nbsp;302 and 906
of the Sarbanes-Oxley Act of 2002 and the rules promulgated thereunder, shall you be the &#147;chief
financial officer&#148; of Sears for purposes of such certifications.


<P align="left" style="font-size: 10pt">4. <I>Payments and Benefits in Lieu of Change in Control Severance Pay</I>. So long as you remain
continuously employed by Sears as CFO at all times during the Transition Period, then upon your
resignation from employment with Sears on the Effective Time, you shall be entitled to receive, in
lieu of all payments and benefits for which you might otherwise be eligible under Section&nbsp;1,
Section 2(a) and Section&nbsp;3 (other than Section&nbsp;3(c)) of the Severance Agreement, (a)&nbsp;a lump sum
payment equal to $641,000 and (b)&nbsp;full vesting of any restricted stock held by you that was
outstanding and unvested immediately prior to the Effective Time, but which is not otherwise
required to be vested at the Effective Time by the terms of the Merger Agreement (the payment and
benefit provided herein, collectively, the &#147;<I>Severance Payments</I>&#148;); <I>provided</I>, <I>that, </I>the Severance
Payments shall only be provided to you on the Release Expiration Date (as such term is defined in
the Release), and in the event that you revoke your execution of the Release, you shall cease to
have any rights to receive all or any portion of the Severance Payments.


<P align="left" style="font-size: 10pt">5. <I>Vesting of Equity Awards Under Merger Agreement</I>. In addition to the benefit provided in Section
4(b) above, so long as you remain continuously employed by Sears as CFO at all times during the
Transition Period, upon the consummation of the Merger, any stock options or restricted stock held
by you that were outstanding and unvested immediately prior to the Merger shall fully vest as of
the date of the Merger to the extent such vesting is required by the terms of such awards and/or
the Merger Agreement.


<P align="left" style="font-size: 10pt"><I>6. Termination of Employment Prior to Effective Time; Amendment of Good Reason Definition</I>.


<P align="left" style="font-size: 10pt">(a)&nbsp;In the event your employment by Sears terminates for any reason prior to the Effective
Time, the terms of the Severance Agreement and Non-Disclosure Agreement shall be applicable to such
termination, without regard to the provisions of this Agreement, except as the terms of the
Severance Agreement are modified by Section 6(b) of this Agreement.


<P align="left" style="font-size: 10pt">(b)&nbsp;Section&nbsp;2(b)(iii) of the Severance Agreement (the definition of &#147;Good Reason&#148;) is hereby
deleted in its entirety and replaced with the following:



<P align="center" style="font-size: 10pt">2
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<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;Good Reason&#148; shall mean a significant reduction in Executive&#146;s title or rate of annual
base salary, or Executive&#146;s mandatory relocation to an office more than 50 miles from the
primary location at which Executive is required to perform Executive&#146;s duties immediately
prior to the Change in Control (or to the Potential Change in Control Period during which
the Change in Control occurs), and which relocation is not remedied in a reasonable period
of time (which shall not be greater than thirty (30)&nbsp;days) after receipt of written notice
from Executive specifying that &#147;Good Reason&#148; exists for purposes of this Agreement.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;7.&nbsp;<I>Amendment of Non-Disparagement Covenant</I>. Section&nbsp;5 of the Severance Agreement is hereby deleted
in its entirety and replaced with<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;the following covenant:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<U>Non-Disparagement</U>. Executive will not take any action detrimental to the
interests of Sears, Kmart or any of their respective affiliates, make derogatory statements,
either written or oral to any third party, or otherwise disparage Sears, Kmart or any of
their respective affiliates, products, services, actions (including, without limitation, the
Merger or any transactions or events leading up to the consummation of the Merger),
omissions, or present or former employees, officers, directors or significant shareholders,
and will not authorize others to make such derogatory or disparaging statements, either
written or oral, on Executive&#146;s behalf. For the avoidance of doubt, Executive shall be
deemed to be in violation of this Section&nbsp;5 if Executive, or any person or entity on
Executive&#146;s behalf, makes any written or oral statement to any third party with respect to
how Executive has voted any shares of stock of Sears beneficially owned, directly or
indirectly, by Executive, to the extent the Executive votes against the consummation of the
Merger or otherwise fails to vote in favor of the Merger. Notwithstanding the foregoing,
nothing herein shall prohibit Executive from competing with Sears, Kmart or any of their
respective affiliates or from making any statements or taking any actions required by
applicable law or court order; <I>provided</I>, <I>that</I>, Executive shall provide reasonable advance
written notice to Sears, Kmart or their respective affiliates, as applicable, that Executive
will be making such statements as so required.&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;8.&nbsp;<I>Waiver of Non-Competition Covenant</I>. The provisions of Section 8(b) of the Severance Agreement
are deleted in their entirety and shall<BR>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;cease to be of any further force and effect, and shall be
replaced with the following:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;(b) &#091;Intentionally omitted.&#093;&#148;


<P align="left" style="font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;9.&nbsp;<I>Amendment of Non-Disclosure Agreement</I>. The Non-Disclosure Agreement is hereby amended as
follows:



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a) Section&nbsp;1 of the Non-Disclosure Agreement is hereby amended by adding at the end of such
section the following sentence:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;In addition to the foregoing, &#147;Sears Confidential Information&#148; shall also mean any of
the foregoing as the same relates to Kmart or any of its affiliates, and shall include,
without limitation, any information received from or in respect of Kmart or any of its
affiliates, including, without limitation, any information relating to the Merger or post-


<P align="center" style="font-size: 10pt">3
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<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Merger plans or operations, other than such information that is known generally to
the public or in the industry.&#148;



<P align="left" style="margin-left:3%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b) Section&nbsp;6 of the Non-Disclosure Agreement is hereby deleted in its entirety and replaced
with the following:



<P align="left" style="margin-left:6%; font-size: 10pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;During my employment with Sears and for two (2)&nbsp;years thereafter, I shall not,
directly or indirectly, solicit, employ or retain, or assist any other individual, person,
firm or other entity in soliciting, employing or retaining, any employee or other agent of
Sears, Kmart or any of their respective affiliates, including any employee or agent, who
ceased working for any of Sears, Kmart or any of their respective affiliates within a six
(6)&nbsp;month period before the date on which the first such solicitation, employment, retention
or assistance occurred; <I>provided</I>, <I>that</I>, this provision shall not apply to any such employee
or agent whose employment was terminated by Sears, Kmart or any of their respective
affiliates within such six-month period, <U>if and only if</U> none of the activities
otherwise prohibited under this Section&nbsp;6 occurred prior to such termination.&#148;

<P align="left" style="font-size: 10pt">10. <I>Effect of this Agreement</I>. Except as expressly amended hereby, the terms and conditions of each
of the Severance Agreement and Non-Disclosure Agreement, as applicable, shall continue in full
force and effect.


<P align="left" style="font-size: 10pt">11. <I>Third Party Beneficiaries</I>. In acknowledgement that Kmart is relying upon the terms and
conditions of this Agreement in consideration for waiving Sections&nbsp;1.10(a), 4.1(k) and 5.10(b) of
the Merger Agreement, the parties hereto agree that (a)&nbsp;Kmart and its affiliates (including but not
limited to its significant shareholders) shall be third party beneficiaries of this Agreement and
(b)&nbsp;this Agreement may not be amended without the prior written consent of Kmart (and any such
amendment without such consent shall be null and void).


<P align="left" style="font-size: 10pt">12. <I>Miscellaneous</I>. The provisions of Sections&nbsp;13, 14, 15, 18, 19 and 20 of the Severance Agreement
are incorporated by reference into this Agreement.



<P align="center" style="font-size: 10pt">*&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;*&nbsp;&nbsp;&nbsp;*



<P align="center" style="font-size: 10pt">4
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<P align="left" style="font-size: 10pt">Glenn, if this Agreement is acceptable to you, please sign where indicated below and return a copy
to Andrea Zopp promptly after your execution hereof.



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    <TD colspan="3" align="left">Sincerely,<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD colspan="3" style="border-bottom: 1px solid #000000" align="left">/s/ Andrea Zopp&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Andrea Zopp&nbsp;</TD>
    <TD>&nbsp;</TD>
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    <TD align="left">&nbsp;</TD>
    <TD colspan="3" align="left">General Counsel<BR>
Sears, Roebuck and Co.&nbsp;</TD>
    <TD>&nbsp;</TD>
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<P align="left" style="font-size: 10pt">Agreed this 17th day of February&nbsp;2005.


<P align="left" style="font-size: 10pt"><U>/s/ Glenn R. Richter&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><BR>
Glenn R. Richter


<P align="left" style="font-size: 10pt">Agreed this 17th day of February&nbsp;2005.


<P align="left" style="font-size: 10pt">Kmart Holding Corporation



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    <TD nowrap>By:&nbsp;</TD>
    <TD><U>/s/ William C. Crowley&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</U><br>
William C. Crowley<BR>
Senior Vice President, Finance</TD>
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