Compensation Committee Charter

Charter of the Compensation Committee of the Board of Directors of Sears Holdings Corporation

Purpose

The Compensation Committee of the Board of Directors (the "Board") of Sears Holdings Corporation (the "Company") is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s Chief Executive Officer (the "CEO"), the Company’s executive officers and other senior executives of the Company (the "Senior Executives"). The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the CEO and the Senior Executives.

The Compensation Committee is also responsible for producing an annual report on executive compensation for inclusion in the Company’s proxy statement.

Committee Membership

The Compensation Committee shall consist of no fewer than two members. The members of the Compensation Committee shall satisfy the independence requirements of the NASDAQ Stock Market ("NASDAQ") with respect to compensation committees.

At least two members of the Compensation Committee shall also qualify as "outside" directors within the meaning of Internal Revenue Code § 162(m) and as "non-employee" directors within the meaning of Rule 16b-3 of the Securities and Exchange Act of 1934.

The members of the Compensation Committee shall be appointed by the Board on the recommendation of the Corporate Governance Committee. One member of the Compensation Committee shall be appointed as its Chairman by the Board. Compensation Committee members may be replaced by the Board.

Committee Authority and Responsibilities

  1. The Compensation Committee shall have the authority, in its sole discretion, to retain and terminate, or obtain the advice of, any adviser to be used to assist it in the performance of its duties, but, except with respect to in-house legal counsel, only after taking into consideration factors relevant to the adviser’s independence from management specified in NASDAQ Listing Rule 5605(d)(3) or any successor provision thereto. The Compensation Committee shall be directly responsible for the appointment, compensation and oversight of the work of any advisers retained by the Compensation Committee and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Company shall provide for appropriate funding, as determined by the Compensation Committee, for payment of reasonable compensation for any advisers retained by the Compensation Committee.

  2. The Compensation Committee shall annually review and approve corporate goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and recommend to the Board the CEO’s overall compensation levels based on this evaluation. In evaluating the incentive components of CEO compensation, the Compensation Committee shall consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the CEO in past years. Notwithstanding the foregoing, if any grant or award to the CEO is intended to qualify for the performance-based compensation exemption from the limitations on deductibility of executive compensation imposed by Section 162(m) of the Internal Revenue Code or any successor thereto, the Compensation Committee, or any independent subcommittee thereof, rather than the Board, shall approve such award, but it may refer such award to the Board for ratification.

  3. The Compensation Committee shall, at least annually, review and approve the annual base salaries and annual incentive opportunities of the CEO and the Senior Executives. In addition, periodically and as and when appropriate, the Compensation Committee shall review and approve the following as they affect the CEO and the Senior Executives: (a) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (b) any employment agreements and severance arrangements; and (c) any change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits. In addition, the Compensation Committee shall receive periodic reports on the Company’s compensation programs as they affect all employees. Finally, the Compensation Committee shall review and approve any special or supplemental compensation and benefits for the CEO and the Senior Executives and persons who formerly served as the CEO and/or as Senior Executives, including supplemental retirement benefits and the perquisites provided to them during and after employment. The CEO shall not be present during the voting or deliberations on his or her compensation.

  4. The Compensation Committee shall monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to 401(k) plans and loans to directors and officers and with all other applicable laws affecting employee compensation and benefits.

  5. The Compensation Committee shall oversee the Company’s compliance with any applicable requirements under NASDAQ rules that shareholders approve equity compensation plans.

  6. The Compensation Committee will monitor and evaluate matters relating to the compensation and benefits structure of the Company as the Compensation Committee deems appropriate, including: (a) provide guidance to senior management on significant issues affecting compensation philosophy or policy, and (b) evaluate whether the risks arising from the Company's compensation policies and practices for its employees would be reasonably likely to have a material adverse effect on the Company.

  7. The Compensation Committee may form and delegate authority to subcommittees when appropriate.

  8. The Compensation Committee shall make regular reports to the Board.

  9. The Compensation Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.

  10. The Compensation Committee shall annually review its own performance.







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