X0202 3 2005-04-05 0 0001310067 Sears Holdings CORP SHLD 0001200229 GOOD MARK 3333 BEVERLY ROAD HOFFMAN ESTATES IL 60179 0 1 0 0 Executive Vice President Common Shares 6161 D Common Shares (401(k) Plan) 1760 I 401(k) Plan Common Share Units common shares 2010.6 D Common Share Units common shares 1564.21 D 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. These common share units are to be settled in cash, either in a lump sum or in a series of annual payments, following serparation from service. These units are held in 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 and are held in the nondiversifiable account of the Plan. These common share units are to be settled in shares of Sears Holdings Corporation common stock following separation from service. By: Ellis A. Regenbogen, as Attorney-in-Fact 2005-04-05