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Sears and Kmart Merger Receives Favorable Recommendation From Institutional Shareholder Services

    HOFFMAN ESTATES, Ill., March 9 /PRNewswire-FirstCall/ -- Sears, Roebuck
and Co. (NYSE: S) today announced that Institutional Shareholder Services
(ISS), the nation's leading independent proxy advisory firm, has recommended
that Sears, Roebuck and Co. shareholders vote FOR Sears, Roebuck's proposed
merger with Kmart Holding Corporation (Nasdaq: KMRT) at the company's special
shareholder meeting on March 24, 2005.
    In its analysis of the merger, ISS stated in its March 8, 2005 report:
"Based on our review of the terms of the transaction ... in particular the
reasonable premium received, the reasonable synergy assumptions, the positive
market reaction and the improved governance profile, we believe that the
merger agreement warrants shareholder support."
    ISS is widely recognized as the leading independent proxy advisory firm in
the nation.  Its recommendations are relied upon by hundreds of major
institutional investment firms, mutual funds and other fiduciaries throughout
the country.
    Sears Holdings Corporation, currently a wholly owned subsidiary of Kmart
Holding Corporation created to facilitate the merger between Kmart Holding
Corporation and Sears, Roebuck and Co. will become the new holding company of
Sears, Roebuck and Kmart following the merger.
    Sears, Roebuck and Kmart will hold special meetings of their respective
shareholders on March 24, 2005 to vote on the companies' proposed merger.
Kmart and Sears, Roebuck shareholders of record at the close of business on
January 26, 2005 are entitled to vote on the proposal.  The special meeting of
Kmart shareholders will be held at Sears, Roebuck's headquarters in Hoffman
Estates, Ill., in the Merchandise Review Center, General Session Room at
8:30 a.m. CST / 9:30 a.m. EST.  The special meeting of Sears, Roebuck's
shareholders will be held at the same location at 11:00 a.m. CST  / 12:00 p.m.
EST.
    As noted in the joint proxy statement-prospectus recently mailed to its
shareholders, Sears, Roebuck and Co.'s board of directors urges all Sears
shareholders who have not already done so to vote FOR the merger by mailing in
their proxy cards or voting via phone or internet.
    Sears, Roebuck and Co. shareholders who have questions or need assistance
voting their shares may call D.F. King & Co., Inc. toll free at (800) 549-6650
or collect at (212) 269-5550.

    About Sears Holdings Corporation
    Subject to the receipt of shareholder approvals and the satisfaction or
waiver of other conditions, upon the closing of the merger, Sears Holdings
Corporation is expected to be the nation's third largest broadline retailer,
with approximately $55 billion in annual revenues, and with approximately
3,800 full-line and specialty retail stores in the United States and Canada.
Sears Holdings is expected to be the leading home appliance retailer as well
as a leader in tools, lawn and garden, home electronics and automotive repair
and maintenance.  Key proprietary brands are expected to include Kenmore,
Craftsman and DieHard, and a broad apparel offering, including such well-known
labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe
and Covington brands.  It is also expected to have Martha Stewart Everyday
products, which are now offered exclusively in the U.S. by Kmart and in Canada
by Sears Canada.

    About Sears, Roebuck and Co.
    Sears, Roebuck and Co. is a leading broadline retailer providing
merchandise and related services.  With revenues in 2004 of $36.1 billion,
Sears, Roebuck offers its wide range of home merchandise, apparel and
automotive products and services through more than 2,400 Sears-branded and
affiliated stores in the U.S. and Canada, which include approximately 870
full-line and 1,100 specialty stores in the U.S.  Sears, Roebuck also offers a
variety of merchandise and services through sears.com, landsend.com, and
specialty catalogs.  Sears, Roebuck is the only retailer where consumers can
find each of the Kenmore, Craftsman, DieHard and Lands' End brands together --
among the most trusted and preferred brands in the U.S.  The company is the
largest provider of home services, with more than 14 million service calls
made annually.  For more information, visit the Sears, Roebuck website at
http://www.sears.com .

    About Kmart Holding Corporation
    Kmart Holding Corporation and its subsidiaries (together, "Kmart") is a
mass merchandising company that offers customers quality products through a
portfolio of exclusive brands that include Thalia Sodi, Jaclyn Smith, Joe
Boxer, Martha Stewart Everyday and Route 66.  For more information visit
Kmart's website at http://www.kmart.com .

    This document contains forward-looking statements about the completion of
the business combination transaction involving Sears Holdings Corporation,
Kmart Holding Corporation and Sears, Roebuck and Co.  Such statements are
based upon current beliefs and expectations and are subject to significant
risks and uncertainties such as the failure of Kmart's and Sears, Roebuck's
stockholders to approve the transaction or the failure of the transaction to
close for any other reason; the risk that the businesses will not be
integrated successfully; failure to quickly realize synergies and cost-savings
from the transaction as a result of technical, logistical, competitive and
other factors; disruption from the transaction making it more difficult to
maintain relationships with clients, employees or suppliers; competitive
conditions in retail and related services industries; changes in consumer
confidence, tastes, preferences and spending; anticipated cash flow and the
ability of Sears Holdings to maintain sufficient operating cash flow and
liquidity; the successful execution of, and customer response to, strategic
initiatives, including the full-line store strategy and the conversion and
integration of the Kmart stores and other new store locations; the pace of
growth in store locations, which may be higher or lower than anticipated;
general economic conditions and normal business uncertainty.  Actual results
may differ materially.  These forward-looking statements speak only as of the
time first made, and no undertaking has been made to update or revise them as
more information becomes available.
    Stockholders are urged to read the definitive joint proxy statement-
prospectus that forms a part of Sears Holdings Corporation's Registration
Statement on Form S-4 (Registration No. 333-120954), because it contains
important information.  Stockholders are able to obtain a free copy of the
definitive joint proxy statement-prospectus, as well as other filings
containing information about Sears Holdings Corporation, Kmart Holding
Corporation and Sears, Roebuck and Co., without charge, at the SEC's Internet
site ( http://www.sec.gov ).  Copies of the definitive joint proxy statement-
prospectus and the SEC filings that are incorporated by reference in the
definitive joint proxy statement-prospectus can also be obtained, without
charge, by directing a request to Kmart Holding Corporation, 3100 West Big
Beaver Road, Troy, Michigan, 48084, Attention: Office of the Secretary, or to
Sears, Roebuck and Co., 3333 Beverly Road, Hoffman Estates, Illinois, 60179,
Attention: Office of the Secretary.  Information regarding Sears Holdings'
proposed directors and executive officers, Kmart's and Sears, Roebuck's
directors and executive officers and other participants in the proxy
solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, is also available in the definitive joint
proxy statement-prospectus.

SOURCE  Sears, Roebuck and Co.

 
Web site:  http://www.sears.com http://www.kmart.com 
  

 
CONTACT: News Media Contact, Chris Brathwaite of Sears, Roebuck
 and Co., +1-847-286-4681