KMART MANAGEMENT CORPORATION
                           RESTRICTED STOCK AGREEMENT
                                  LISA SCHULTZ

         THIS AGREEMENT, dated and effective as of September 3, 2003 (the "Grant
Date") by and between Kmart Management Corporation, a Michigan corporation (the
"Company"), and Lisa Schultz (the "Executive"), is entered into as follows:

         WHEREAS, the Company and the Executive are parties to an Employment
Agreement made and entered into on September 3, 2003 (the "Employment
Agreement"); and

         WHEREAS, the Compensation Committee of the Board of Directors of Kmart
Holding Corporation ("Holding Corp."), a Delaware corporation and the Company's
parent corporation, has determined that, as an inducement material to the
Executive's agreement to enter into employment with the Company, in satisfaction
of the Company's obligation under Section 5 of the Employment Agreement, and
subject to the restrictions stated below, the Executive should be granted shares
of the Holding Corp.'s $1.00 par value Common Stock (the "Restricted Stock");

         NOW, THEREFORE, the parties hereby agree as follows:

                  9. Grant of Stock.

         Pursuant to Section 5 of the Employment Agreement, the Executive is
hereby granted, effective on the Grant Date and subject to the terms and
conditions of this Agreement, 17,109 shares of Restricted Stock, said number of
shares being determined as follows: (a) the average of the highest ($29.66) and
lowest ($28.79) fair market value of one share of Holding Corp. Common Stock on
the Grant Date is $29.225; and (b) 17,109 shares of Holding Corp. Common Stock,
at a fair market value of $29.225, would have a fair market value of
$500,010.525.

                  10. Issuance of Stock.

         As soon as practicable, the Company shall cause the shares of
Restricted Stock to be issued in the Executive's name. The Restricted Stock
shall be held in the custody of the Company or its designee for the Executive's
account. The Restricted Stock shall be subject to the restrictions described
herein. The Restricted Stock shall bear appropriate legends with respect to the
restrictions described herein.

                  11. Vesting.

         (a)      The interest of the Executive in the Restricted Stock shall
vest as to one-third of such Restricted Stock (5,703 shares) at 12:01 a.m. on
the date after the end of fiscal year 2004, as to an additional one-third (5,703
shares) at 12:01 a.m. on the date after the end of fiscal year 2005, and as to
the final one-third (5,703 shares) at 12:01 a.m. on the date after the end of
fiscal year 2006, so as to be 100% vested at 12:01 a.m. on the date after the
end of fiscal year 2006, conditioned upon the Executive's continued employment
with the Company as of each vesting date.

         (b)      Notwithstanding the foregoing, pursuant to and in accordance
with the terms, conditions and definitions of the Employment Agreement, in the
event the Executive's employment is terminated (i) by the Company without Cause
(other than due to Disability or death), (ii) by reason of a Constructive
Termination, or (iii) upon expiration of the Term of Employment following the
Company's having given a notice of non-extension of the Term of Employment, the
interest of the Executive in the Restricted Stock shall vest as to any portion
of the grant that would have vested within twelve (12) months of the termination
date had the Executive remained employed.

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                  12. Restrictions.

         (a)      No portion of the Restricted Stock or rights granted hereunder
may be sold, transferred, assigned, pledged or otherwise encumbered or disposed
of by the Executive until such portion of the Restricted Stock becomes vested in
accordance with Section 3 of this Agreement. The period of time between the date
hereof and the date all Restricted Stock becomes vested is referred to herein as
the "Restriction Period."

         (b)      If the Executive's employment with the Company is terminated,
the balance of any restricted stock subject to the provisions of this Agreement
which has not vested pursuant to Section 3 above at the time of the Executive's
termination of employment shall be forfeited and ownership transferred back to
the Company.

                  13. Executive Shareholder Rights.

         During the Restriction Period, the Executive shall have all the rights
of a shareholder with respect to the Restricted Stock except for the right to
transfer the Restricted Stock, as set forth in Section 4 of this Agreement.
Accordingly, the Executive shall have the right to vote the Restricted Stock and
to receive any cash dividends paid to or made with respect to the Restricted
Stock, provided, however, that dividends paid, if any, with respect to that
Restricted Stock which has not vested at the time of the dividend payment shall
be held in the custody of the Company and shall be subject to the same
restrictions that apply to the corresponding Restricted Stock.

                  14. Changes in Stock.

         In the event that as a result of (a) any stock dividend, stock split or
other change in the Restricted Stock, or (b) any merger or sale of all or
substantially all of the assets or other acquisition of the Company or Holding
Corp., and by virtue of any such change, the Executive shall in her capacity as
owner of unvested shares of Restricted Stock which have been awarded to her (the
"Prior Stock") be entitled to new or additional or different shares or
securities, such new or additional or different shares or securities shall
thereupon be considered to be unvested Restricted Stock and shall be subject to
all of the conditions and restrictions which were applicable to the Prior Stock
pursuant to this Agreement.

                  15. Taxes.

         The Executive shall be liable for any and all taxes, including
withholding taxes, arising out of this grant or the vesting of Restricted Stock
hereunder. The Executive may elect to satisfy such withholding tax obligation by
having the Company retain Restricted Stock having a fair market value equal to
the Company's minimum withholding obligation.

                  16. Miscellaneous.

         (a)      The Company shall not be required (i) to transfer on its books
any shares of Restricted Stock which shall have been sold or transferred in
violation of any of the provisions set forth in this Agreement, or (ii) to treat
as owner of such shares or to accord the right to vote as such owner or to pay
dividends to any transferee to whom such shares shall have been so transferred.

         (b)      The parties agree to execute such further instruments and to
take such action as may reasonably be necessary to carry out the intent of this
Agreement.

         (c)      Any notice required or permitted hereunder shall be given in
writing and shall be deemed effectively given upon delivery to the Executive at
her address then on file with the Company.

         (d)      This Agreement shall not be construed so as to grant the
Executive any right to remain in the employ of the Company.

<PAGE>

         (e)      The parties agree that: (i) this Restricted Stock Agreement
and the grant of Restricted Stock hereunder are in full and final satisfaction
of the Company's obligations under Section 5 of the Employment Agreement; (ii)
the Company shall have no further obligation to the Executive pursuant to
Section 5 of the Employment Agreement except as stated herein; and (iii) neither
the Company nor Holding Corp. shall have any further obligation to the Executive
relating to the grant of stock except as stated herein.

         (f)      This Agreement and the Employment Agreement constitute the
entire agreement of the parties with respect to the subject matter hereof.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement
effective on the date first set above.

EXECUTIVE                                 KMART MANAGEMENT CORPORATION

/s/ Lisa Schultz                          By:  /s/ Julian C. Day
--------------------------------               ---------------------------------
Lisa Schultz

Source: OneCLE Business Contracts.