Item 7.01. Regulation FD Disclosure

Sears Holdings Corporation (the "Company") has determined that it will no longer provide its executive officers with a gross-up to cover the individual income tax incurred when corporate aircraft are used by executives for commuting, effective April 3, 2009. In fiscal 2008, two of the Company's named executive officers received tax gross-ups in the aggregate amount of $29,963 in connection with commuter travel on the corporate aircraft. The Company has a policy prohibiting use of the corporate aircraft for other personal use and thus did not provide any related tax gross-ups for the named executive officers in 2008.

The Company disclosed in its proxy statement for its 2009 annual meeting of stockholders that is has undertaken a process to sell the company planes in 2009.

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