[SEARS HOLDINGS LETTERHEAD]

Title is Executive Vice President, Operating and Support Businesses, reporting to the Chief Executive Officer - SHC.

Annual base salary at a rate of $800,000.

Annual incentive opportunity of 100% of your base salary under the Annual Incentive Plan, except as provided in the immediately following bullet point with respect to the 2009 fiscal year. Any annual incentive payable with respect to a fiscal year will be paid by April 15 of the following fiscal year, provided that you are actively employed at the payment date. Given that your anticipated start date is close to the end of the Sears Holdings Corporation 2008 Annual Incentive Plan’s (“2008 AIP”) performance period, you will not participate in the 2008 AIP.

For the 2009 fiscal year, your annual incentive opportunity will be $600,000, which includes: (a) a Special Incentive Award guaranteeing a $400,000 payment without regard to company performance and payable outside of the 2009 Annual Incentive Plan (“2009 AIP”); and (b) an annual target incentive under the 2009 AIP of $200,000 (i.e., 25% of your base salary) which component will be subject to all performance, payout and other terms of the 2009 AIP. Both the guaranteed portion and any non-guaranteed portion of this 2009 fiscal year incentive opportunity will be paid by April 15, 2010. You must be actively employed on the payout date to be eligible to receive any annual incentive payments. You will be required to repay to the company 100% of the Special Incentive Award in the event you voluntarily terminate your employment with SHC or are terminated by SHC for Cause (as defined in the Executive Severance Agreement you will be asked to sign as noted below) prior to your first anniversary following your first day of employment with SHC (i.e., “date of hire”), and 50% of the Special Incentive Award in the event you voluntarily terminate your employment with SHC or are terminated by SHC for Cause after your first anniversary following your date of hire but prior to your second anniversary following your date of hire.

Participation in the Sears Holdings Corporation Long-Term Incentive Program (“LTIP”). Sears Holdings Corporation has historically provided annual LTIP awards to its executives, with performance cycles of three years and award amounts established as a percentage of base salary. You will first become eligible to participate in an LTIP starting with the 2009 program. Details of this 2009 LTIP have yet to be determined. Your participation in future LTIP’s will be at a level comparable to the most senior executives of the company. You will not participate in the 2008 LTIP due to the lateness of your start date relative to the performance period of this program. For illustration purposes only, based upon your level, under prior overlapping LTIP’s, the target award for your level would have been 150% of base salary.

Separate from the LTIP, you will receive a long-term special incentive award, based on a combination of restricted stock and cash (if applicable), which in the aggregate equals $3,500,000, subject to the following.

You will receive a special cash incentive of $500,000 (gross). Of this amount, 50% of the special cash incentive amount will be paid to you within thirty (30) days of your date of hire and the remaining 50% of this special cash incentive will be paid to you during the 2009 calendar year and within thirty (30) days following the relocation of your permanent residence to the greater Chicago metropolitan area, provided that you complete such relocation by December 1, 2009. You will be required to repay to SHC all or a portion of this special cash award paid to you in the event you voluntarily terminate your employment with SHC or are terminated by SHC for Cause as follows: (a) 100% of the total special cash award must be repaid if such termination occurs prior to the first anniversary of your date of hire; (b) 75% of the total special cash award must be repaid if such termination occurs between the first and second anniversaries of your date of hire; (c) 50% of the total special cash award must be repaid if such termination occurs between the second and third anniversaries of your date of hire; and (d) 25% of the total special cash award must be repaid if such termination occurs between the third and fourth anniversaries of your date of hire.

You will receive a one-time sign-on bonus of $250,000 (gross). Of this amount, 50% of the sign-on bonus amount will be paid to you within thirty (30) days of your date of hire and the remaining 50% of this bonus amount will be paid to you during the 2009 calendar year and within thirty (30) days following the relocation of your permanent residence to the greater Chicago metropolitan area, provided that you complete such relocation by December 1, 2009. You will be required to repay to SHC all or a portion of this sign-on bonus in the event you voluntarily terminate your employment with SHC or are terminated by SHC for Cause as follows: (a) 100% of the sign-on bonus amount must be repaid if such termination occurs prior to the first anniversary of your date of hire; and (b) 50% of the sign-on bonus amount must be repaid if such termination occurs between the first and second anniversaries of your date of hire.

You will be asked to sign an Executive Severance Agreement and will be subject to the terms and conditions of this agreement. The Executive Severance Agreement provides that if you are involuntarily terminated from Sears for any reason other than as provided in the Executive Severance Agreement, you will receive one (1) year of salary continuation, equal to

your base salary at the time of termination, subject to mitigation. Under the Executive Severance Agreement, you will agree not to disclose confidential information and not to solicit employees. You will also agree not to aid, assist or render services for any ‘Sears Competitor’ (as defined in the agreement) for one (1) year following termination of employment. During a salary continuation period under the Executive Severance Agreement, you will not accrue vesting service or any compensation or benefits other than as specifically provided in the Executive Severance Agreement. As noted above, the restricted stock component of your special incentive award is conditioned upon you signing this agreement.

In lieu of relocation benefits as provide in the company’s standard relocation policy, you will receive a one-time relocation bonus of $250,000 (gross). This relocation bonus represents all benefits and compensation that will be provided to you related to your relocation, including commuting and temporary living costs incurred until your relocation is completed. This relocation bonus will be paid to you within thirty (30) days of your date of hire. You will be required to repay to SHC all or a portion of this relocation bonus in the event you voluntarily terminate your employment with SHC or are terminated by SHC for Cause as follows: (a) 100% of the sign-on bonus amount must be repaid if such termination occurs prior to the first anniversary of your date of hire; and (b) 50% of the sign-on bonus amount must be repaid if such termination occurs between the first and second anniversaries of your date of hire. You will be considered to have completed your relocation when Illinois is your primary state of residence.

You are eligible to receive four (4) weeks paid vacation, which will be pro-rated during your first year of service based on your start date. Added to this, you will qualify for six (6) paid National Holidays each year. You also will be eligible for up to four (4) Personal Days per year, after completing six (6) months of service.

You will be eligible to participate in all retirement and welfare programs on a basis no less favorable than other executives at your level, in accordance with the applicable terms, conditions and availability of those programs.

This offer is contingent upon satisfactory completion of a background reference check, employment authorization verification and pre-employment drug test.