Sears (SHLDQ) 8-K Entry into a Material Definitive Agreement

Exhibit 10(b)

SEARS HOLDINGS CORPORATION

Director Compensation Program
Effective as of March 24, 2005

• Only non-employee directors will be compensated for serving as directors of the Company

• Each non-employee director will receive an annual cash retainer of $40,000

• The chairperson of the Audit Committee of the Board of Directors will receive an additional annual cash retainer of $10,000

• No other director will receive additional compensation for Board service

• All directors will be reimbursed for out-of-pocket expenses incurred to attend meetings of the Board of Directors and committees of the Board of Directors