SEARS HOLDINGS CORPORATION Director Compensation Program Effective as of May 4, 2010

Only non-employee directors will be compensated for serving as directors of the Company

Each non-employee director will receive an annual cash retainer of $60,000

The chairperson of the Audit Committee of the Board of Directors will receive an additional annual cash retainer of $10,000

No other director will receive additional compensation for Board service

All directors will be reimbursed for out-of-pocket expenses incurred to attend meetings of the Board of Directors and committees of the Board of Directors