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SLS Inc.
a wholly-owned subsidiary of Sears, Roebuck and Co.

has entered into contracts for the provision of truckload freight transportation services between its retail replenishment centers and the retail stores of Sears, Roebuck & Company. These contracts are with:

M.S. Carriers, Inc.
Schneider National, Inc.
Werner Enterprises, Inc.

The undersigned acted as an advisor to Sears Logistics Services and assisted in the negotiation of these contracts.

JOS. SWANSON & CO.

Racine, Wisconsin
December, 1992