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Sears Roebuck Acceptance Corp. ("SRAC"), a direct wholly-owned finance subsidiary of Sears, Roebuck and Co. and an indirect wholly-owned subsidiary of Sears Holdings Corporation (NASDAQ: SHLD), announced today that it has commenced tender offers to purchase for cash any and all of its outstanding 7% Notes due 2042 (NYSE: SRJ)(NYSE: and)(NYSE: CUSIP)(NYSE: Number)(NYSE: 812404408) at a fixed price of $25.65 per $25 principal amount of the 7% Notes and for any and all of its outstanding 7.40% Notes due 2043 (NYSE: SRL)(NYSE: and)(NYSE: CUSIP)(NYSE: Number)(NYSE: 812404507) at a fixed price of $25.75 per $25 principal amount of the 7.40% Notes (the "Offers"). These fixed prices include all accrued and unpaid interest; no additional interest will be paid on the tendered Notes. The 7% Notes have an aggregate principal amount outstanding of approximately $111 million, and the 7.40% Notes have an aggregate principal amount outstanding of approximately $94 million.

The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated May 13, 2005 and related documents. Each Offer will expire at 5:00 p.m. New York City time on Monday, June 13, 2005 unless earlier extended or terminated. Settlement is expected to occur within three business days of the acceptance of Notes tendered into the Offer. Each of the Offers is independent of and not conditioned upon the other Offer. Each Offer may be amended, extended or terminated individually. The Offers are not conditioned on any minimum amount of Notes being tendered.

Merrill Lynch & Co. will act as dealer manager and Global Bondholder Services Corporation will act as information agent and depositary for the Offers. If a holder of the 7% Notes or 7.4% Notes desires to tender those securities pursuant to the Offers, the holder may do so by following the instructions in the offering documents.

SRAC announced earlier this week that it had filed an application to voluntarily delist all of its debt securities that are currently listed on the New York Stock Exchange and deregister these securities with the Securities and Exchange Commission. The securities to be delisted and deregistered are the 7% Notes and 7.40% Notes and SRAC's 6.75% Notes due September 2005 (NYSE: SRAC05). SRAC expects the delisting to be effective in the beginning of June 2005. Upon delisting of these debt securities, SRAC expects the suspension of its reporting obligations, and the related reporting obligations with respect to the guarantor of the debt, Sears, Roebuck and Co., under the federal securities laws to occur as soon as practicable following the delisting and prior to the expiration of the Offers.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the 7% Notes or the 7.40% Notes. The Offers are made only on the terms and subject to the conditions described in the offering documents that SRAC is distributing today. Holders of the 7% Notes or the 7.40% Notes with questions about the Offers should call Merrill Lynch & Co. toll-free at 888-654-8637 or the information agent toll-free at 866-612-1500. Holders who want copies of the offering documents should call the information agent toll- free at 866-612-1500.

About Sears Holdings Corporation

Sears Holdings Corporation is 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 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 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 also has Martha Stewart Everyday products, which are offered exclusively in the U.S. by Kmart and in Canada by Sears Canada. The company is the nation's largest provider of home services, with more than 14 million service calls made annually. For more information, visit Sears Holdings' website at .

About Sears, Roebuck and Co.

Sears, Roebuck and Co., a wholly owned subsidiary of Sears Holdings Corporation (NASDAQ: SHLD), is a leading broadline retailer providing merchandise and related services. 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 United States and Canada, which includes 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 offers consumers leading proprietary brands including Kenmore, Craftsman, DieHard and Lands' End -- among the most trusted and preferred brands in the U.S. The company is the nation's largest provider of home services, with more than 14 million service calls made annually. For more information, visit the Sears, Roebuck website at or the Sears Holdings Corporation website at .

About Sears Roebuck Acceptance Corp.

SRAC is a wholly owned finance subsidiary of Sears, Roebuck and Co. It raises funds through the issuance of unsecured commercial paper and long-term debt, which includes medium-term notes and discrete underwritten debt. SRAC continues to support 100% of its outstanding commercial paper through its investment portfolio and committed credit facilities. For more information, visit the Sears Roebuck Acceptance Corp. website at .

Forward-Looking Statements

This press release 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 delisting and deregistration of the Notes and the suspension of SRAC's reporting obligation and the related reporting obligation of Sears, Roebuck and Co. These statements are forward-looking statements based on assumptions about the future that are subject to risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements. Such risks include factors which are outside the control of Sears Holdings, Sears, Roebuck and SRAC. 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 discussion of certain risks and uncertainties can be found in the 2004 Annual Reports on Form 10-K of Sears, Roebuck and Co., Kmart Holding Corporation and SRAC filed with the SEC and available at the SEC's Internet site ( ).

SOURCE: Sears Roebuck Acceptance Corp.

CONTACT: Chris Brathwaite of Sears, +1-847-286-4681

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