On January 28, 2008, Sears Holdings Corporation (the "Company") announced the appointment by the Company's Board of Directors of W. Bruce Johnson, the Company's Executive Vice President, Supply Chain and Operations, to the additional role of interim Chief Executive Officer and President, beginning February 3, 2008 until a successor is named. Mr. Johnson will replace Aylwin B. Lewis, currently President and Chief Executive Officer, who will leave the Company as of February 2, 2008, at the end of the Company's fiscal year. Mr. Lewis also will cease to serve on the Company's Board of Directors at that time.

Pursuant to the Amended and Restated Employment Agreement, dated March 24, 2005, between Mr. Lewis and the Company, Mr. Lewis will receive (1) his annual base salary of $1,000,000 through March 24, 2010, (2) continued benefits in accordance with applicable health and welfare plans, and (3) accelerated vesting of his one remaining unvested equity award installment (which consists of (a) an option to purchase 37,500 shares of stock at an exercise price of $88.62 per share, and (b) 16,926 shares of restricted stock), which was granted in 2004.

Effective February 3, 2008, Mr. Johnson, age 56, will receive an increase in annual base salary to $900,000, with an annual target incentive opportunity of 100% of annual base salary. Mr. Johnson also will receive a restricted stock award under the Company's 2006 Stock Plan valued at $1,000,000 on February 3, 2008, which will vest in two equal annual installments on January 31, 2009 and January 30, 2010. The remaining elements of his compensation and benefits package, as in effect prior to his appointment as interim CEO and President, will remain unchanged. For additional information regarding Mr. Johnson's compensation and benefits, see the Company's proxy statement dated April 3, 2007.

On January 28, 2008, the Company issued a press release announcing Mr. Lewis's departure and Mr. Johnson's appointment. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by this reference.

(d) Exhibits

Exhibit 99.1 -    Press release dated January 28, 2008

--------------------------------------------------------------------------------


                                  Signature(s)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 30, 2008 By: /s/ William K. Phelan William K. Phelan Senior Vice President, Controller and Treasurer

                                 Exhibit Index

                Exhibit No.   Description
                -----------   ------------------------------------
                EX-99.1       Press release dated January 28, 2008