X0202 4 2005-03-30 0 0001310067 Sears Holdings CORP SHLD 0001200232 LACY ALAN J 3333 BEVERLY ROAD HOFFMAN ESTATES IL 60179 1 1 0 0 Chief Executive Officer Common Shares 2005-03-30 2005-03-30 4 A 0 32446.95 A 32446.95 D Common Shares (401(k) Plan) 2005-03-30 2005-03-30 4 A 0 1309.67 A 1309.67 I 401(k) Plan Common Share Units 2005-03-30 2005-03-30 4 A 0 20732.05 A Common Shares 20732.05 20732.05 D Common Share Units 2005-03-30 2005-03-30 4 A 0 26433.39 A common shares 26433.39 26433.39 D Received as part of the consideration in exchange for 97,856 shares of Sears, Roebuck and Co.("Sears") common stock in connection with the business combination between Sears and Kmart Holding Corporation (the "Merger"). On the effective date of the Merger, the closing price of Sears' common stock was $50.04 per share and the closing price of Kmart Holding Corporation common stock was $132.52. Received in the Merger in exchange for 6,664.60 Sears common share units. These units are held under the Sears, Roebuck and Co. Deferred Compensation Plan, as Amended and Restated to December 13, 2000 (the "Plan"). These Units represent salary, annual incentive, long-term incentive and/or dividend payments deferred under the Plan. The units are credited with amounts representing dividends on common shares, as declared, which are also converted into units. The common share units are to be settled in cash, either in a lump sum or in a series of annual payments, following separation from service. Received in the Merger in exchange for 52,866.78 Sears common share units. These units are held under the Sears, Roebuck and Co. Deferred Compensation Plan, as Ameneded and Restated to December 13, 2000. (the "Plan"). These units represent salary, annual incentive, long term and/or dividend payments deferred under the Plan and are held in the non-diversifiable account of the Plan. Received as part of the consideration in exchange for 4,161 shares of Sears, Roebuck and Co. ("Sears") common stock in connection with the business combination between Sears and Kmart Holding Corporation (the "Merger"). On the effective date of the Merger, the closing price of Sears' common stock was $50.04 per share and the closing price of Kmart Holding Corporation common stock was $132.52. By:/s/Andrea Zopp, as Attorney-in-Fact 2005-03-30