Code of Conduct

Sears Holdings Corporation ("SHC" or "Company") values honesty, integrity and adherence to the highest ethical standards. Below, you will find the SHC Code of Conduct that applies to all officers and associates of the Company and its wholly-owned subsidiaries, including Sears, Roebuck and Co., Kmart Holding Corporation and their subsidiaries. This Code of Conduct reflects our values and defines the behaviors required of all of us to ensure that SHC maintains legal and ethical business practices in all that we do.

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