From: Michael L Mester

May 26, 2005

Jonathan G. Katz,

As a holder of SRL, the Sears Roebuck Acceptance Corp.7.4% Notes due 2/1/2043 and callable on or AFTER 5/01/08, I object to the premature recall of these notes.

There must be more than only 100 holders of record. estimates that there are $111 million outstanding in 7% notes and $94 million in the 7.4% notes. It is obvious that SRAC and SHLD want to decrease their debt and NOT abide by the terms of the agreement as stated in page iii of the tender offer.

The SRL notes are callable at $25 per share and pay an annual dividend of 7.4% or $1.85. It is NOT necessary that they be listed on the NYSE, only that they pay the owners the dividends on time and call the notes after 5/01/08 as agreed upon.

They essentially want to be excused from their legal obligation and terminate their notes prematurely. They also propose to terminate their status as "guarantor" of the notes. This will certainly affect their business adversely, because I will cease doing business at Sears.

Michael L Mester