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

(d) On December 12, 2012, Paul G. DePodesta, currently Vice President, Player Development & Amateur Scouting for the New York Mets major league baseball club, was elected to the Board of Directors (the "Board") of Sears Holdings Corporation (the "Company"). Mr. DePodesta will hold office until the 2013 annual meeting of stockholders of the Company, or until his successor is duly elected and qualified. The Board has determined that Mr. DePodesta meets the standards of independence under the Company's Corporate Governance Guidelines and the applicable NASDAQ listing rules. As of the date of, and in connection with, his election, Mr. DePodesta has not yet been named to any committees of the Board of Directors.

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