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Press Release
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CONTACT:

Sears Public Relations And Communications
(847) 286-8371

Sears Announces New Store Format - Sears Essentials

 Twenty-five Previously Acquired Kmart and Wal-Mart Stores to Open in Spring

    HOFFMAN ESTATES, Ill., Feb. 8 /PRNewswire/ -- Sears, Roebuck and Co.
(NYSE: S) announced today the launch of the company's newest off-mall format
- Sears Essentials.  This new mid-sized store format, which will leverage the
best of Sears along with convenience-inspired items, is a result of the
acquisition of 50 Kmart and six Wal-Mart stores finalized in the third quarter
of 2004.  The first 25 Sears Essentials stores are scheduled to open this
spring (see list below).
    (Logo:  http://www.newscom.com/cgi-bin/prnh/20050208/CGTU023LOGO )
    "Sears Essentials will lead the way as we embark on the most aggressive
growth initiative in company history," said Sears Chairman and CEO, Alan Lacy.
"This new store format enables Sears to grow its brand off-mall and better
meet the everyday needs of our customers."
    Based on customer response to the merchandise assortments at Sears Grand,
Sears Essentials will offer Sears' product categories that are integral to
home and family life, such as appliances, lawn and garden, tools, electronics,
apparel, and home fashions along with routinely purchased convenience items,
such as health and beauty, pantry, household and paper products, pet supplies,
and toys.  The name Sears Essentials, which resonated with customers in
research conducted during the name selection process, conveys the important
role that Sears plays in homes and families across the country, as well as the
everyday solutions the store will provide.
    Following the proposed business combination with Kmart, Sears expects that
the new off-mall stores will leverage Kmart's strengths including the
retailer's experience, knowledge, infrastructure and scale, particularly in
such categories as pantry, health and beauty, household goods, and pharmacy.
Sears Essentials will also leverage Sears' strengths including expertise in
appliances, lawn and garden, tools and apparel and strong brands like Kenmore,
Craftsman and Apostrophe.
    Upon the business combination's finalization, Sears Essentials will offer
customers the "best of both," meeting the everyday needs of our customers as
Kmart does now, while offering more destination-focused purchase categories
that Sears traditionally offers.  Sears Essentials will be a one-stop shopping
destination for home and family needs from everything from back-to-school,
backyard living and birthdays to appliances, apparel and soft drinks.
    Retaining several off-mall attributes, the stores will feature a one-level
racetrack design, exit cashiering and a centralized customer service center.
The stores are primarily located in large, densely populated markets with
home, family and income demographics that are attractive to Sears.
    The stores expected to undergo the transition over the coming weeks and
months, will remain open during the process to best serve customers and will
convert to the Sears Essentials nameplate this spring.


    Store Locations
    Arizona
    10140 N. 91st Ave.             Peoria                        AZ

    California
    3610 Peck Rd.                  El Monte                      CA
    2505 El Camino Real            Tustin                        CA
    12080 Carmel Mountain          San Diego                     CA
    5405 University Ave.           San Diego                     CA
    7655 Clairemont Mesa           San Diego                     CA
    935 Sweetwater Rd.             Spring Valley                 CA

    Florida
    1363 NW St. Lucie W B          Port St Lucie                 FL
    3020 SE Federal Hwy.           Stuart                        FL
    5750 NW 183rd St.              Hialeah                       FL
    4560 Forest Hill Blvd.         West Palm Beach               FL
    9500 9th St. N.                St Petersburg                 FL

    Illinois
    13200 S. Cicero                Crestwood                     IL
    537 N. Hicks Rd.               Palatine                      IL
    840 Plainfield                 Willowbrook                   IL

    Kentucky
    4915 Dixie Hwy.                Louisville                    KY

    Maryland
    8827 Woodyard Rd.              Clinton                       MD
    6411 Riggs Rd.                 Hyattsville                   MD

    Michigan
    1100 Rochester Rd. S.          Rochester                     MI

    New Hampshire
    375 Amherst St.                Nashua                        NH

    New Jersey
    6801 Hadley Rd.                South Plainfield              NJ
    235 Prospect Ave.              West Orange                   NJ

    Pennsylvania
    3843 Linden St.                Bethlehem                     PA

    Tennessee
    482 McBrien Rd.                East Ridge                    TN

    Virginia
    141 West Lee Hwy.              Warrenton                     VA


    About Sears, Roebuck and Co.
    Sears, Roebuck and Co. ("Sears") is a leading broadline retailer providing
merchandise and related services.  With revenues in 2004 of $36.1 billion,
Sears offers its wide range of home merchandise, apparel and automotive
products and services through more than 2,300 Sears-branded and affiliated
stores in the U.S. and Canada, which includes approximately 870 full-line and
1,100 specialty stores in the U.S. Sears also offers a variety of merchandise
and services through sears.com, landsend.com, and specialty catalogs.  Sears
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.  Sears is the largest provider of product repair services
with more than 14 million service calls made annually.  For more information,
visit Sears' 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 .

    About Sears Holdings Corporation
    Created in connection with the proposed merger of Kmart and Sears
announced on Nov. 17, 2004, and subject to the receipt of shareholder and
regulatory approvals and the satisfaction or waiver of other conditions, upon
close of the merger, Sears Holdings Corporation is expected to be the third
largest retailer in the United States, with approximately $55 billion in
annual revenues and 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.

    Forward-Looking Statements
    This document contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995.  Such statements
include, but are not limited to, statements about the conversion and opening
of Sears Essentials stores, the company's strategy for growth, the expected
benefits of the pending business combination transaction with Kmart Holding
Corporation, and future operating results.  Such statements are based upon the
current beliefs and expectations of Kmart's and Sears' management and are
subject to significant risks and uncertainties such as the following: the
timing of receipt of regulatory approvals in connection with the transaction;
the failure of Kmart and Sears stockholders to approve the transaction; 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 and store conversions, 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; the availability and level of consumer debt;
the successful execution of, and customer response to, strategic initiatives,
including the full-line store strategy and the conversion and integration of
the Sears Essentials stores and other new store locations; the ability to
integrate and operate the Sears Essentials stores successfully, which involves
leveraging the supply chain and consolidating expenses; the ability to
successfully merchandise the Sears Essentials stores with Sears and Kmart
branded merchandise and services; the pace of growth in store locations, which
may be higher or lower than anticipated; the possibility that new business and
strategic options for one or more business segments will be identified,
potentially including selective acquisitions, dispositions, restructurings,
joint ventures and partnerships; trade restrictions, tariffs, and other
factors potentially affecting the ability to find qualified vendors and access
products in an efficient manner; the ability to successfully implement
initiatives to improve inventory management capabilities; anticipated cash
flow; changes in interest rates; the outcome of pending legal proceedings and
bankruptcy claims; social and political conditions such as war, political
unrest and terrorism or natural disasters; volatility in financial markets;
the terms and availability of debt financing; changes in debt ratings, credit
spreads and the cost of funds; the possibility of interruptions in
systematically accessing the public debt markets; the impact of seasonal
buying patterns, which are difficult to forecast with certainty; and general
economic conditions and normal business uncertainty.  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.
Additional factors that could cause Kmart's and Sears' results to differ
materially from those described in the forward-looking statements can be found
in the 2003 Annual Reports on Forms 10-K of Kmart and Sears filed with the SEC
and available at the SEC's Internet site ( http://www.sec.gov ).

    Registration Statement
    Sears Holdings Corporation has filed a Registration Statement on Form S-4
with the SEC (Registration No. 333-120954) containing a preliminary joint
proxy statement-prospectus regarding the proposed transaction involving Kmart
Holding Corporation and Sears, Roebuck and Co. Investors are urged to read the
definitive joint proxy statement-prospectus regarding the proposed transaction
when it becomes available, because it will contain important information.
Stockholders will be 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
will be 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 available in the
preliminary joint proxy statement-prospectus contained in the above-referenced
Registration Statement on Form S-4.

SOURCE  Sears, Roebuck and Co.

Web site: http://www.kmart.com http://www.sears.com
Photo: http://www.newscom.com/cgi-bin/prnh/20050208/CGTU023LOGO

AP Archive: http://photoarchive.ap.org PRN Photo Desk,
photodesk@prnewswire.com

CONTACT: Media, Corinne Gudovic, +1-847-286-3226,
cgudovi@sears.com , or Kathleen Connolly, +1-847-286-4644,
kconno1@sears.com , or Investors, Scott A. Bohaboy,
+1-847-286-7419, all of Sears, Roebuck and Co.
CAPTION: CGTU023LOGO Logo for Sears' newest store format,
Sears Essentials. (PRNewsFoto)[RV] HOFFMAN ESTATES, IL USA
02/08/2005