SEARS HOLDINGS CORP Contracts & Agreements

Order (I) Confirming Modified Second Amended Joint Chapter 11 Plan of Sears Holdings Corporation and its Affiliate Debtors and (II) Granting Related Relief, dated October 15, 2019 (Filed With SEC on October 21, 2019)

Amendment No. 1 to Asset Purchase Agreement, dated as of February 11, 2019, by and among the Company and certain of its subsidiaries party thereto and Transform Holdco LLC (Filed With SEC on February 14, 2019)

Asset Purchase Agreement, dated as of January 17, 2019, by and among the Company and certain of its subsidiaries party thereto and Transform Holdco LLC (Filed With SEC on January 24, 2019)

Clarification and Correction to Sixth Amendment to Third Amended and Restated Credit Agreement, dated as of June 4, 2018, among Sears Holdings Corporation, Sears Roebuck... (Filed With SEC on September 13, 2018)

Schedules, Exhibits and Amendments to the Amended and Restated Program Agreement, dated as of July 15, 2003, amended and restated as of November 3, 2003, by and among Sears,... (Filed With SEC on September 13, 2018)

Sixth Amendment to Mezzanine Loan Agreement, dated as of July 25, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (Filed With SEC on September 13, 2018)

First Amendment to Third Amended and Restated Loan Agreement, dated as of September 12, 2018, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC,... (Filed With SEC on September 13, 2018)

Amendment to Transaction Documents, dated as of August 30, 2018, by and among Sears Holdings Corporation, certain of its subsidiaries and Pension Benefit Guaranty Corporation (Filed With SEC on September 4, 2018)

Second Amendment to Credit Agreement, dated as of June 29, 2018, among SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX), LLC, as the borrowers, the lenders party thereto... (Filed With SEC on July 6, 2018)

Fifth Amendment to Mezzanine Loan Agreement, dated as of June 29, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (Filed With SEC on July 6, 2018)

Fifth Amendment to Second Lien Credit Agreement, dated as of July 5, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers,... (Filed With SEC on July 6, 2018)

Third Amended and Restated Loan Agreement, dated as of June 4, 2018, among Sears Holdings Corporation, as guarantor, the subsidiaries of the company party thereto as borrower,... (Filed With SEC on June 4, 2018)

Fifth Amendment, dated as of February 13, 2018, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck... (Filed With SEC on May 31, 2018)

Sixth Amendment, dated as of April 20, 2018, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck... (Filed With SEC on May 31, 2018)

Seventh Amendment, dated as of April 26, 2018, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck... (Filed With SEC on May 31, 2018)

First Amendment to Credit Agreement, dated as of April 20, 2018, among SRC O.P. LLC, SRC Facilities LLC and SRC Real Estate (TX), LLC, as the borrowers, the lenders party thereto... (Filed With SEC on May 31, 2018)

Amendment to Mezzanine Loan Agreement, dated as of April 13, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (Filed With SEC on May 31, 2018)

Second Amendment to Mezzanine Loan Agreement, dated as of April 20, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (Filed With SEC on May 31, 2018)

Third Amendment to Mezzanine Loan Agreement, dated as of April 26, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (Filed With SEC on May 31, 2018)

Fourth Amendment to Mezzanine Loan Agreement, dated as of May 7, 2018, between SRC Sparrow 2 LLC, as borrower, and JPP, LLC, as administrative agent (Filed With SEC on May 31, 2018)

Letter from Registrant to Leena Munjal, dated as of January 8, 2018 (Filed With SEC on March 23, 2018)

Special Retention Award Agreement, dated January 8, 2018, by and between Sears Holdings Corporation and Leena Munjal (Filed With SEC on March 23, 2018)

Fourth Amendment, dated December 13, 2017, to Letter of Credit and Reimbursement Agreement, dated as of December 28, 2016, among Sears Holdings Corporation, Sears Roebuck... (Filed With SEC on March 23, 2018)

Term Increase Amendment No. 1 to the Term Loan Credit Agreement, dated as of January 19, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart... (Filed With SEC on March 23, 2018)

Fourth Amendment to Term Loan Credit Agreement dated as of February 26, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers,... (Filed With SEC on March 23, 2018)

Fifth Supplemental Indenture, dated as of March 20, 2018, by and among Sears Holdings Corporation, the guarantors party thereto and Wilmington Trust, National Association, as... (Filed With SEC on March 23, 2018)

Indenture, dated as of March 20, 2018, by and among Sears Holdings Corporation, the guarantors party thereto and Computershare Trust Company, N.A., as trustee (attaching form of 6... (Filed With SEC on March 23, 2018)

Second Supplemental Indenture, dated as of March 20, 2018, by and between Sears Holdings Corporation, as obligor, and Computershare Trust Company, N.A., as trustee (attaching form... (Filed With SEC on March 23, 2018)

Fourth Amendment to the Second Lien Credit Agreement, dated as of March 20, 2018, by and among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation,... (Filed With SEC on March 23, 2018)

Amended and Restated Security Agreement, dated as of March 20, 2018, between Sears Holdings Corporation, the other Grantors party thereto and Wilmington Trust, National... (Filed With SEC on March 23, 2018)

Second Amended and Restated Intercreditor Agreement, dated as of March 20, 2018, by and among Bank of America, N.A. and Wells Fargo Bank, National Association as ABL Agents, and... (Filed With SEC on March 23, 2018)

Fifth Amendment to the Third Amended and Restated Credit Agreement, dated as of March 21, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corp., the... (Filed With SEC on March 23, 2018)

Sixth Amendment to the Third Amended and Restated Credit Agreement, dated as of March 21, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corp., the... (Filed With SEC on March 23, 2018)

Letter from Registrant to Perry D. Schwartz, dated as of August 15, 2016 (Filed With SEC on March 23, 2018)

Letter from Registrant to Perry D. Schwartz, dated as of January 31, 2017 (Filed With SEC on March 23, 2018)

Letter from Registrant to Perry D. Schwartz, dated as of June 21, 2017 (Filed With SEC on March 23, 2018)

Letter from Registrant to Robert Naedele, dated as of January 19, 2017 (Filed With SEC on March 23, 2018)

Letter from Registrant to Leena Munjal, dated as of January 29, 2014 (Filed With SEC on March 23, 2018)

Second Amendment to Second Amended and Restated Loan Agreement, dated as of March 8, 2018, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC,... (Filed With SEC on March 14, 2018)

Fourth Amendment to Third Amended and Restated Credit Agreement, dated as of February 7, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart... (Filed With SEC on February 13, 2018)

Third Amendment to Second Lien Credit Agreement, dated as of February 7, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as... (Filed With SEC on February 13, 2018)

Third Amendment to Term Loan Credit Agreement, dated as of February 7, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers,... (Filed With SEC on February 13, 2018)

Fourth Supplemental Indenture, dated as of January 9, 2018, among Sears Holdings Corporation, the guarantors party thereto and Wilmington Trust, National Association, as successor... (Filed With SEC on January 10, 2018)

Term Loan Credit Agreement, dated as of January 4, 2018, among the Company, Sears Roebuck Acceptance Corp. and Kmart Corporation, as borrowers, the subsidiaries of the Company... (Filed With SEC on January 10, 2018)

Second Amendment to Second Lien Credit Agreement, dated as of January 9, 2018, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp. and Kmart Corporation, the... (Filed With SEC on January 10, 2018)

Third Amendment to Third Amended and Restated Credit Agreement, dated as of December 12, 2017, among Sears Holdings Corporation, Sears Roebuck Acceptance Corp., Kmart Corporation,... (Filed With SEC on December 12, 2017)

REMIC Amendment to PPPFA, Craftsman Consent and Other Transaction Documents, dated as of November 7, 2017, by and among Sears Holdings Corporation, certain of its subsidiaries and... (Filed With SEC on November 14, 2017)

Amendment to Second Amended and Restated Loan Agreement, dated as of October 25, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart... (Filed With SEC on October 30, 2017)

Second Amendment to Amended and Restated Loan Agreement, dated as of October 25, 2017, among Sears Roebuck and Co., Sears Development Co., Innovel Solutions Inc., Big Beaver of... (Filed With SEC on October 30, 2017)

Second Amended and Restated Loan Agreement, dated as of October 18, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation,... (Filed With SEC on October 19, 2017)

Amended and Restated Loan Agreement, dated as of October 4, 2017, among Sears Roebuck and Co., Kmart Stores of Illinois LLC, Kmart of Washington LLC, Kmart Corporation, SHC Desert... (Filed With SEC on October 5, 2017)

SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on August 24, 2017)

AMENDMENT NO. 1 TO CONSENT, WAIVER AND AMENDMENT (Filed With SEC on August 24, 2017)

AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT (Filed With SEC on August 24, 2017)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on August 24, 2017)

SPECIAL INCENTIVE AWARD AGREEMENT (Filed With SEC on August 24, 2017)

THIRD AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (Filed With SEC on August 10, 2017)

SECOND AMENDMENT TO LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT (Filed With SEC on August 3, 2017)

FIRST AMENDMENT TO SECOND LIEN CREDIT AGREEMENT (Filed With SEC on July 7, 2017)

[LETTERHEAD OF SEARS HOLDINGS CORPORATON] (Filed With SEC on May 25, 2017)

FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT (Filed With SEC on May 25, 2017)

[LETTERHEAD OF SEARS HOLDINGS CORPORATION] (Filed With SEC on May 25, 2017)

SPECIAL RETENTION AWARD AGREEMENT (Filed With SEC on May 25, 2017)

[LETTERHEAD OF SEARS HOLDINGS CORPORATION] (Filed With SEC on May 25, 2017)

SPECIAL RETENTION AWARD AGREEMENT (Filed With SEC on May 25, 2017)

[LETTERHEAD OF SEARS HOLDINGS CORPORATION] (Filed With SEC on May 25, 2017)

AMENDED AND RESTATED LOAN AGREEMENT Dated as of May 22, 2017 between SEARS, ROEBUCK AND CO.,SEARS DEVELOPMENT CO., INNOVEL SOLUTIONS, INC., BIG BEAVER OF FLORIDA DEVELOPMENT, LLC... (Filed With SEC on May 24, 2017)

ACQUIRED IP LICENSE AGREEMENT (Filed With SEC on March 9, 2017)

CONSENT, WAIVER AND AMENDMENT (Filed With SEC on March 9, 2017)

PURCHASE ANDSALE AGREEMENT by and between SEARS HOLDINGS CORPORATION and STANLEYBLACK & DECKER, INC. Dated as of January 5, 2017 TABLE OF CONTENTS (Filed With SEC on January 10, 2017)

LOAN AGREEMENT Dated as ofJanuary 3, 2017 between SEARS, ROEBUCK AND CO., KMARTSTORES OF ILLINOIS LLC, KMART OF WASHINGTON LLC AND KMART CORPORATION collectively,as Borrower, and... (Filed With SEC on January 4, 2017)

LETTER OF CREDIT AND REIMBURSEMENT AGREEMENT dated as of December 28, 2016 among SEARS HOLDINGSCORPORATION and SEARS ROEBUCK ACCEPTANCE CORP. and KMART CORPORATION, as Borrowers... (Filed With SEC on December 30, 2016)

[LETTERHEAD OF SEARS HOLDINGS] (Filed With SEC on December 8, 2016)

(Signatures on nextpage) (Filed With SEC on October 14, 2016)

SECOND LIEN CREDIT AGREEMENT Dated as of September 1, 2016 among SEARS HOLDINGSCORPORATION and SEARS ROEBUCK ACCEPTANCE CORP. and KMART CORPORATION, as Borrowers and THE LENDERS... (Filed With SEC on September 2, 2016)

FIRST AMENDMENT TO SECURITY AGREEMENT (Filed With SEC on September 2, 2016)

AMENDED AND RESTATED INTERCREDITOR AGREEMENT by andamong BANK OF AMERICA, N.A. and WELLS FARGO BANK, NATIONAL ASSOCIATION, as ABL Agents, and WILMINGTON TRUST, NATIONAL... (Filed With SEC on September 2, 2016)

LOAN AGREEMENT Dated as ofApril 8, 2016 between SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO., INNOVEL SOLUTIONS, INC., BIG BEAVER OF FLORIDA DEVELOPMENT, LLC and KMART... (Filed With SEC on April 12, 2016)

FIRSTAMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on April 12, 2016)

CONFIRMATION, RATIFICATION AND AMENDMENT OF ANCILLARY LOAN DOCUMENTS (Filed With SEC on April 12, 2016)

SEARS HOLDINGS CORPORATION FORM OF CASH RIGHT(S) STATEMENT (Filed With SEC on March 16, 2016)

[LETTERHEAD OF SEARS HOLDINGS] (Filed With SEC on March 16, 2016)

[THIS LEASE IS NOT TO BE RECORDED] MASTER LEASE by andamong SERITAGE SRC FINANCE LLC and SERITAGE KMTFINANCE LLC, Landlord, and KMART OPERATIONSLLC and SEARSOPERATIONS LLC, Tenant... (Filed With SEC on July 13, 2015)

SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Amended and Restated Effective April 10, 2015) SECTION 1 GENERAL (Filed With SEC on June 8, 2015)

2015 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Filed With SEC on June 8, 2015)

SEARS HOLDINGS CORPORATION CASH LONG-TERM INCENTIVE PLAN (Amended and Restated Effective April 10, 2015) SECTION 1 GENERAL (Filed With SEC on June 8, 2015)

2015 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION LONG-TERM INCENTIVE PROGRAM (Filed With SEC on June 8, 2015)

Form of Award Agreement [___] Long-Term Incentive Program (Filed With SEC on March 17, 2015)

[LETTERHEAD OF SEARS HOLDINGS] (Filed With SEC on March 17, 2015)

[LETTERHEAD OF SEARS HOLDINGS] August 1, 2014Mr. Arun D. Arora Addendum to Offer Letter dated March 19, 2014 (Filed With SEC on March 17, 2015)

AMENDMENT TO LOAN AGREEMENT (Filed With SEC on February 26, 2015)

LOAN AGREEMENT Dated as of September 15, 2014 between SEARS, ROEBUCK AND CO., SEARS DEVELOPMENT CO. and KMART CORPORATION collectively, as Borrower, and JPP II, LLC and JPP, LLC... (Filed With SEC on December 4, 2014)

GUARANTY (Filed With SEC on December 4, 2014)

SEARSHOLDINGS CORPORATION INDENTURE Dated as of November 21, 2014 COMPUTERSHARETRUST COMPANY, N.A. as Trustee CROSS-REFERENCE SHEET* (Filed With SEC on November 21, 2014)

SEARSHOLDINGS CORPORATION and COMPUTERSHARE TRUST COMPANY, N.A., as Trustee FIRSTSUPPLEMENTAL INDENTURE Dated as of November 21, 2014 8% SENIOR UNSECURED NOTES DUE 2019 (Filed With SEC on November 21, 2014)

WARRANT AGREEMENT Dated as of November 21, 2014 between SEARS HOLDINGSCORPORATION and COMPUTERSHARE INC. and COMPUTERSHARE TRUST COMPANY, N.A. as Warrant Agent Warrants for Common... (Filed With SEC on November 21, 2014)

Form of Cash Right Addendum to Restricted Stock Award Agreement (Filed With SEC on November 7, 2014)

APPENDIX A SEARSHOLDINGS CORPORATION FORM OF CASH AWARD ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on October 22, 2014)

Exhibit A Ronald D. Boire Unvested Incentive Compensation (Filed With SEC on October 15, 2014)

SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Amended and Restated Effective April 29, 2014) SECTION 1 GENERAL (Filed With SEC on May 22, 2014)

2014 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Filed With SEC on May 22, 2014)

2014 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION LONG-TERM INCENTIVE PROGRAM (Filed With SEC on May 22, 2014)

SEARS HOLDINGS CORPORATION CASH AWARD ADDENDUM TO RESTRICTED STOCK AWARDS (Filed With SEC on May 22, 2014)

SEARS HOLDINGS CORPORATION CASH AWARD ADDENDUM TO RESTRICTED STOCK UNIT AWARD(S) (Filed With SEC on May 22, 2014)

SEARS HOLDINGS CORPORATION ADDENDUM TO OFFER LETTER DATED MARCH 18, 2013 (Filed With SEC on May 22, 2014)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 18, 2014)

[LETTERHEAD OF SEARS HOLDINGS] (Filed With SEC on March 18, 2014)

FIRSTAMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (Filed With SEC on October 2, 2013)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 20, 2013)

SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Amended and Restated Effective February 12, 2013) SECTION 1 GENERAL (Filed With SEC on February 19, 2013)

2013 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Filed With SEC on February 19, 2013)

2013 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION LONG-TERM INCENTIVE PROGRAM (Filed With SEC on February 19, 2013)

SEARS HOLDINGS CORPORATION CASH LONG-TERM INCENTIVE PLAN (Effective February 12, 2013) SECTION 1 GENERAL (Filed With SEC on February 19, 2013)

[SEARS HOLDINGS CORPORATION LETTERHEAD] (Filed With SEC on January 8, 2013)

SEARS HOLDINGS CORPORATION CASH AWARD ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on November 30, 2012)

SEARS HOLDINGS CORPORATION FORM OF CASH AWARD ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on September 28, 2012)

SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Amended and Restated Effective March 7, 2012) SECTION 1 GENERAL (Filed With SEC on May 17, 2012)

2012 ADDITIONAL DEFINITIONS Under SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Filed With SEC on May 17, 2012)

SEARS HOLDINGS CORPORATION CASH RIGHT ADDENDUM TO RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 14, 2012)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 14, 2012)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 14, 2012)

EXECUTIVE SEVERANCEAGREEMENT (Filed With SEC on March 14, 2012)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 14, 2012)

SEARS HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on August 18, 2011)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on August 18, 2011)

EXECUTIVE SEVERANCEAGREEMENT (Filed With SEC on August 18, 2011)

SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN (Restated Effective April 27, 2011) SECTION 1 GENERAL (Filed With SEC on May 19, 2011)

SEARS HOLDINGS CORPORATION LONG-TERM INCENTIVE PROGRAM (Effective April 27, 2011) SECTION 1 GENERAL (Filed With SEC on May 19, 2011)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 11, 2011)

UNCOMMITTED LETTER OF CREDIT AGREEMENT dated as of January 20, 2011 among SEARS HOLDINGS CORPORATION SEARS ROEBUCK ACCEPTANCE CORP. SEARS, ROEBUCK AND CO., KMART CORPORATION as... (Filed With SEC on January 21, 2011)

SEARS HOLDINGS CORPORATION, THE GUARANTORS PARTY HERETO and WELLS FARGOBANK, NATIONAL ASSOCIATION, as Trustee and Collateral Agent INDENTURE Datedas of October 12, 2010 6 5/8%... (Filed With SEC on October 15, 2010)

SECURITY AGREEMENT among SEARS HOLDINGS CORPORATION, and certain of its Subsidiaries, as Grantors and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral Agent Dated as of... (Filed With SEC on October 15, 2010)

INTERCREDITOR AGREEMENT by and among BANK OF AMERICA, N.A., WELLS FARGO RETAIL FINANCE, LLC, and GENERAL ELECTRIC CAPITAL CORPORATION as ABL Agents, and WELLS FARGOBANK, NATIONAL... (Filed With SEC on October 15, 2010)

REGISTRATION RIGHTS AGREEMENT by and among Sears Holdings Corporation and the Guarantors party hereto and Banc ofAmerica Securities LLC Dated as of October 12, 2010 REGISTRATION... (Filed With SEC on October 15, 2010)

REGISTRATION RIGHTS AGREEMENT by and among Sears Holdings Corporation and the Guarantors party hereto, Sears Holdings Corporation Investment Committee on behalf of the Sears... (Filed With SEC on October 15, 2010)

SEARS HOLDINGS CORPORATION ANNUAL INCENTIVE PLAN SECTION 1 GENERAL (Filed With SEC on May 21, 2010)

SEARS HOLDINGS CORPORATION 2010 LONG-TERM INCENTIVE PROGRAM (LTIP) SECTION 1 GENERAL (Filed With SEC on May 21, 2010)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on May 21, 2010)

SEARS HOLDINGS CORPORATION Director Compensation Program Effective as of May 4, 2010 (Filed With SEC on May 21, 2010)

SEARS HOLDINGS CORPORATION RESTRICTED STOCK AWARDAGREEMENT (Filed With SEC on March 12, 2010)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 12, 2010)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 12, 2010)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 12, 2010)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 12, 2010)

SEARS HOLDINGS CORPORATION 2009 ANNUAL INCENTIVE PLAN (Filed With SEC on May 28, 2009)

SEARS HOLDINGS CORPORATION 2009 LONG-TERM INCENTIVE PROGRAM (LTIP) (Filed With SEC on May 28, 2009)

AMENDED AND RESTATED CREDIT AGREEMENT Dated as of May 21, 2009 (Filed With SEC on May 28, 2009)

AMENDED AND RESTATED GUARANTEE AND COLLATERALAGREEMENT among SEARS HOLDINGS CORPORATION, SEARS, ROEBUCK AND CO., SEARS ROEBUCK ACCEPTANCE CORP., KMART HOLDING CORPORATION, (Filed With SEC on May 28, 2009)

FIRST AMENDMENT TO THE SEARS HOLDINGS CORPORATION 2007 EXECUTIVE LONG-TERM INCENTIVEPROGRAM (LTIP) (Filed With SEC on March 17, 2009)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 17, 2009)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 17, 2009)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 17, 2009)

EXECUTIVE EMPLOYMENT AND SEVERANCE AGREEMENT (Filed With SEC on March 17, 2009)

SEARS HOLDINGS CORPORATION 2008 ANNUAL INCENTIVE PLAN (Filed With SEC on May 30, 2008)

SEARS HOLDINGS CORPORATION 2008 LONG-TERM INCENTIVE PROGRAM (LTIP) (Filed With SEC on May 30, 2008)

SEARS HOLDINGS CORPORATION UMBRELLA INCENTIVE PROGRAM (UIP) (Filed With SEC on March 26, 2008)

EXECUTIVE SEVERANCE AGREEMENT (Filed With SEC on March 26, 2008)

FOURTH AMENDMENT TO LETTER OF CREDIT AGREEMENT (Filed With SEC on March 26, 2008)

SEARS HOLDINGS CORPORATION 2007 ANNUAL INCENTIVE PLAN (Filed With SEC on June 1, 2007)

SEARS HOLDINGS CORPORATION RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on June 1, 2007)

KMART Long Term Incentive Plan (Filed With SEC on March 28, 2007)

[SEARS HOLDINGS LETTERHEAD] (Filed With SEC on March 28, 2007)

SEARS HOLDINGS CORPORATION FORM OF RESTRICTED STOCK AWARD AGREEMENT (Filed With SEC on March 28, 2007)

Form of Sears Holdings Corporation Long Term Incentive Program (Filed With SEC on March 28, 2007)

First Amendment to the Sears Holdings Corporation 2006 Associate Stock Purchase Plan (As of August 1, 2006) (Filed With SEC on December 5, 2006)

THIRD AMENDMENT TO LETTER OF CREDIT AGREEMENT (Filed With SEC on September 1, 2006)

Revised Form of Executive Severance/Non-Compete Agreement (Filed With SEC on December 6, 2005)

FIRST AMENDMENT TO THE SEARS HOLDINGS CORPORATION SENIOR EXECUTIVE LONG-TERM INCENTIVE PLAN (Filed With SEC on September 16, 2005)

SEARS HOLDINGS CORPORATION Director Compensation Program Effective as of March 24, 2005 (Filed With SEC on September 16, 2005)

AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on September 8, 2005)

Guarantee and Collateral Agreement (Filed With SEC on June 7, 2005)

Terms Sheet for Revision of Program Agreement (Filed With SEC on June 7, 2005)

Registrant's 2005 Senior Executive Long-Term Incentive Program (Filed With SEC on April 29, 2005)

Registrant's Senior Executive SHC 2005 Annual Incentive Plan Document (Filed With SEC on April 29, 2005)

Form of Executive Severance/Non-Compete Agreement for Senior Executives of the Registrant (Filed With SEC on April 29, 2005)

EX-10.1: AMENDED AND RESTATED EMPLOYMENT AGREEMENT (Filed With SEC on March 30, 2005)

EX-10.6 FORM OF NONQUALIFIED STOCK OPTION AGREEMENT (Filed With SEC on March 30, 2005)

EX-10.7 FORM OF RESTRICTED SHARE AGREEMENT (Filed With SEC on March 30, 2005)

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SEARS HOLDINGS CORP Contracts & Agreements