Sears (SHLDQ) 10-Q 2011 Q1 Quarterly report

EXHIBIT 10.4

[SEARS HOLDINGS LETTERHEAD]

          J. DAVID WORKS

Senior Vice President, Talent and Human Capital Services

March 17, 2010

Mr. Michael D. Collins

Dear Mike,

I am pleased to tell you that the Compensation Committee of Sears Holdings Board of Directors has approved the following compensation package for you as you continue in the role of Senior Vice President and Chief Financial Officer. Your new compensation package was approved retroactive to January 31, 2010, the first day of SHC’s 2010 fiscal year.

The key elements of your new compensation package are as follows:

• Annual base salary at a rate of $700,000.

• Participation in the Sears Holdings Corporation Annual Incentive Plan. Your annual incentive opportunity will increase to ninety percent (90%) of your base salary. Your incentive under the 2010 Annual Incentive Plan (“2010 AIP”) will be prorated based on the amount of time at each compensation level (base salary and annual incentive target) through January 29, 2011, the last day of SHC's 2010 fiscal year. Any annual incentive payable with respect to a fiscal year will be paid by April 15 of the following fiscal year, provided that you are actively employed at the payment date.

The table below summarizes the changes in your compensation

	Title	Base Salary			Target Incentive		Total Target Cash
Current	SVP and Chief Financial Officer	$	600,000		75	%	$	1,050,000
New	SVP and Chief Financial Officer	$	700,000		90	%	$	1,330,000
Increase			16.7	%				26.7	%

In addition to the above, you also received a grant of restricted stock valued at $500,000 under the Sears Holdings Corporation 2006 Stock Plan. The number of restricted shares granted (4,950) was determined using the market closing price ($101.01 per share) of Sears Holdings shares on March 9, 2010, the grant date. The restricted shares granted will be scheduled to vest in full on the third anniversary of the grant date, subject to the restrictions set forth under the 2006 Stock Plan and the Restricted Stock Award Agreement.

If you need additional information or clarification, please call. Please sign below and return this letter.

Sincerely,

/s/ J. David Works

J. David Works

Accepted:
/s/ Michael D. Collins	3/24/10
Michael D. Collins	Date