X0303 4 2011-01-10 0 0000352363 CLAIBORNE LIZ INC LIZ 0001012767 MARTINEZ ARTHUR C SEARS ROEBUCK & CO. SEARS TOWER PO BOX 081079 CHICAGO IL 60808-1079 1 0 0 0 Common Stock, par value $1 per share 2011-01-10 4 A 0 17391 0.00 A 86172 D Phantom Stock 2010-12-31 4 A 0 2790 A Common Stock, par value $1 per share 2790 59474 D Pursuant to Issuer's Outside Directors' Deferral Plan, Reporting Person has elected to defer receipt of all of the shares of the award. These shares are subject to the following restrictions on transfer: 25% of the shares may be transferred following the 1st and 2nd grant date anniversary and the remaining 50% may be transferred following the 3rd grant date anniversary. This transaction reflects the Issuer's credit to Reporting Person of Phantom Stock pursuant to Reporting Person's election to defer receipt of cash compensation for Board and Board Committee retention and meeting fees under the Issuer's Outside Directors' Deferral Plan (the "Plan"). The Phantom Stock represents the amount of the cash fees credited to the Reporting Person as of the date recorded on Issuer's records. Pursuant to the Plan, participants may choose any month and year at least three years after the date of deferral for the distribution of the Shares. The Phantom Shares are convertible to Common Stock on a one-for-one basis. Nicholas Rubino, as Attorney-In-Fact 2011-01-12