Proceedings

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IN THE MATTER OF THE SECURITIES ACT
R.S.O. 1990, c. S.5, AS AMENDED

- AND -

SEARS CANADA INC.,
SEARS HOLDINGS CORPORATION,
AND SHLD ACQUISITION CORP.

- AND -

IN THE MATTER OF
HAWKEYE CAPITAL MANAGEMENT, LLC,
KNOTT PARTNERS MANAGEMENT, LLC, and
PERSHING SQUARE CAPITAL MANAGEMENT, L.P.

ORDER


      For the purpose of this Order, all defined terms used therein shall have the same meaning ascribed to them in the accompanying Reasons and Decision.

      Upon it appearing to the Commission that Sears Holdings Corporation and SHLD Acquisition Corp. (“Sears Holdings”) have not complied with and are not complying with Part XX of the Act and the regulations relating to such Part (collectively, “Ontario Securities Law”) in respect of the bid (the “Offer”) for shares of Sears Canada Inc. (“Sears Canada”) and as the Commission is of the opinion that it is in the public interest to so order;

      IT IS ORDERED pursuant to subsections 104(1) and 127(1) of the Securities Act, R.S.O. 1990, c. S.5 (the Act) that:

1.       Sears Holdings is directed to comply with Ontario Securities Law in respect of the Offer and all other offers made or to be made for shares of Sears Canada;

2.       the directors and senior officers of Sears Holdings Corporation and SHLD Acquisition Corp. are directed to cause their respective corporations to comply with and to cease to contravene Ontario Securities Law;

3.       the Offer and any other offer made or to be made for shares of Sears Canada by Sears Holdings or any affiliate thereof is cease traded until the take-over bid circular in respect of the Offer or any other offer is amended to disclose:
(a) that Sears Holdings will exclude from the calculation of the required majority of the minority approval, on the anticipated second step subsequent acquisition transaction or any other offer and subsequent acquisition transaction in the future, the votes attached to the shares of Sears Canada held by or acquired from Scotia Capital Inc., The Bank of Nova Scotia and The Royal Bank of Canada which are the subject of the Support Agreements; and

(b) the identities and interests of the parties to the Support Agreements and a description of the material terms of the Support Agreements;
4.       the Offer for shares of Sears Canada by Sears Holdings and its affiliate SHLD is cease traded until the Take-Over Bid Circular in respect of the Offer is amended to disclose:
(a) the existence and terms of the release granted to Vornado pursuant to the Vornado Deposit Agreement;

(b) the grant by Sears Holdings of an identical release to all shareholders of Sears Canada who have tendered or will tender to the Offer or whose shares are acquired under the second step subsequent acquisition transaction; and

(c) that Sears Holdings will exclude from the calculation of the required majority of the minority approval, on the anticipated second step subsequent acquisition transaction, the votes attached to the shares of Sears Canada held by or acquired by Sears Holdings from Vornado pursuant to the Vornado Deposit Agreement.
DATED at Toronto, this 8th day of August, 2006.

"Susan Wolburgh Jenah"
Susan Wolburgh Jenah
"Robert W. Davis"
Robert W. Davis
"Carol S. Perry"
Carol S. Perry