

| SEARS HOLDINGS CORPORATION | 01/05/2013 AGM | |
|---|---|---|
| 1.01 | Re-elect Paul G. DePodesta | For |
| 1.02 | Re-elect William C. Kunkler III | For |
| 1.03 | Re-elect Edward S. Lampert | Withhold |
| 1.04 | Re-elect Steven T. Mnuchin | Withhold |
| 1.05 | Re-elect Ann N. Reese | Withhold |
| 1.06 | Re-elect Thomas J. Tisch | Withhold |
| 2 | Advisory vote on executive compensation | Oppose |
| 3 | Approve new executive share option plan | Oppose |
| 4 | Amend the restated umbrella incentive program | Oppose |
| 5 | Re-appoint the auditors | For |