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 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.