Summary of SEARS HOLDINGS CORP

Change in Directors or Principal Officers, Financial Statements and Exhibits

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously reported, on September 11, 2012 (the "Distribution Date"), Sears Holdings Corporation ("Sears Holdings") distributed transferable subscription rights ("Subscription Rights") to purchase shares of common stock of Sears Hometown and Outlet Stores, Inc. on a pro rata basis to Sears Holdings' stockholders of record as of the close of business on September 7, 2012 (the "Record Date"), except that holders of Sears Holdings' shares of restricted stock issued pursuant to the Sears Holdings Corporation 2006 Stock Plan that were unvested as of the Record Date ("Unvested Shares") did not receive Subscription Rights with respect to their Unvested Shares.

On September 26, 2012, each holder of Unvested Shares received a cash award in lieu of any and all rights such holder may have had to receive Subscription Rights with respect to their Unvested Shares, subject to the same vesting requirements and other terms for the Unvested Shares to which the cash award is attributable. The cash awards represent the right to receive on the applicable vesting date a cash payment from Sears Holdings equal to the value of the Subscription Rights that would have been distributed to the holder of Unvested Shares, calculated on the basis of the volume-weighted average price per Subscription Right for the 10 trading-day period immediately following the Distribution Date.

The following table shows the aggregate amount of the cash awards, subject to vesting, received by each of the following executive officers who were named in Sears Holdings' 2012 proxy statement:

Name and Principal Position                                             Cash Award
Louis J. D'Ambrosio                                                    $    121,355
Chief Executive Officer and President
Ronald D. Boire                                                        $    157,515
Executive Vice President, Chief Merchandising Officer and
President Sears Full Line Stores & Kmart Formats
W. Bruce Johnson                                                       $     42,004
Executive Vice President, Off-Mall Businesses
Robert A. Schriesheim                                                  $    124,644
Executive Vice President and Chief Financial Officer
Dane A. Drobny                                                         $     17,425
Senior Vice President, General Counsel and Corporate Secretary
William K. Phelan                                                      $     12,236
Senior Vice President, Finance