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 November 13, 2012 (the "Distribution Date"), Sears Holdings Corporation ("Sears Holdings") distributed common shares of Sears Canada Inc. ("Sears Canada") on a pro rata basis to Sears Holdings' stockholders of record as of the close of business on November 1, 2012 (the "Record Date"). However, as previously disclosed, 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 common shares of Sears Canada with respect to their Unvested Shares.

On November 30, 2012, the Compensation Committee of the Board of Directors of Sears Holdings approved for each holder of Unvested Shares a cash award in lieu of any and all rights such holder may have had to receive common shares of Sears Canada 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 (before tax withholding) from Sears Holdings equal to the value of the common shares of Sears Canada that would have been distributed to the holder of Unvested Shares, calculated on the basis of the volume-weighted average price per common share of Sears Canada on the Toronto Stock Exchange for the 10 trading-day period immediately following the Distribution Date, converted into United States dollars.

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:

                                                                       Cash Award
Name and Principal Position                                              (USD)
Louis J. D'Ambrosio                                                   $ 280,538.43
Chief Executive Officer and President

Ronald D. Boire                                                       $ 364,130.12
Executive Vice President, Chief Merchandising Officer and
President, Sears Full Line Stores & Kmart Formats

Robert A. Schriesheim                                                 $ 288,143.45
Executive Vice President and Chief Financial Officer

Dane A. Drobny                                                        $  40,282.50
Senior Vice President, General Counsel and Corporate Secretary

William K. Phelan                                                     $  16,215.93
Senior Vice President, Finance