As a result of, and pursuant to, the consummation
on March 24, 2005 of the business combination
transaction between Sears, Roebuck and Co.
("Sears") and Kmart Holding Corporation,
pursuant to which Sears became a wholly
owned subsidiary of Sears Holdings
Corporation ("Holdings"), the Reporting
Person's Sears securities were converted into
the right to receive Holding's securities as follows:

1. Each share of common stock was converted
into the right to receive either .5 of a share of
Holdings common stock or $50 in cash, subject
to proration calculations that have not been
completed; and
2. Each option to acquire a share of Sears
common stock fully vested and was converted
into the right to receive in cash the excess of
$56.83 over the exercise price of option.

As a result of the transaction, the Reporting
Person does not own any Sears' derivative
or non-derivative securities.