Guidelines Regarding Protection
of Sears Holdings Corporation Information

As described in the Notice, in settlement of and as a result of the Derivative Claims, Sears further agrees to the following:

  • These guidelines are intended to supplement, and not to replace or limit, any other restrictions that may apply to the disclosure of information by the directors of Sears Holdings Corporation ("SHC"). Additionally, these guidelines are not intended to affect or interfere with the exercise of fiduciary duties that directors owe to their companies.
  • Activities, such as information sharing, that facilitate, or may give the appearance of facilitating, conduct that would violate the antitrust laws are strictly prohibited.

ESL Directors

  • Any directors, officers, or employees of ESL ("ESL Directors") will remove themselves from SHC board meeting discussions concerning the operations of SHC's U.S. auto business unit, except to the extent necessary to exercise their fiduciary duties as a director. In the event the SHC board is asked to vote on matters directly concerning the operations of SHC's U.S. auto business unit, ESL Directors will abstain from voting.
  • If, in the course of performing duties as an SHC director, any issues arise concerning areas of competition between Sears and other companies in which ESL holds equity interests, the ESL Directors will consult with counsel on the appropriate course of action to avoid potential antitrust issues.
  • For clarity, ESL Directors are not prohibited from participating in meetings concerning the operations of SHC's non-auto business units, or SHC as a whole.

Jones Directors

  • Any directors, officers, or employees of the Jones Apparel Group ("Jones Directors") will remove themselves from SHC board meeting discussions concerning the operations of SHC's women's apparel and footwear businesses, except to the extent necessary to exercise their fiduciary duties as a director, including as a member of the audit committee. In the event the SHC board is asked to vote on matters directly concerning the operations of SHC women's apparel and footwear businesses, Jones Directors will abstain from voting.
  • If, in the course of performing duties as an SHC director, any issues arise concerning areas of competition between Sears and Jones, the Jones Directors will consult with counsel on the appropriate course of action to avoid potential antitrust issues.
  • For clarity, Jones Directors are not prohibited from participating in meetings concerning the operations and strategy of SHC business units other than women's apparel and footwear, or SHC as a whole.