sears, roebuck & co. securities litigation 02-cv-7527-stipulation and agreement of settlement

UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

IN RE SEARS, ROEBUCK AND CO . )SECURITIES LITIGATION ) No. 02 C 7527----------------------------------------------------------) Judge Elaine E . BuckloTHIS DOCUMENT RELATES TO: )ALL ACTIONS )----------------------------------------------------------

STIPULATION AND AGREEMENT OF SETTLEMENT

This Stipulation and Agreement of Settlement (the "Stipulation") is submitted pursuant t o

Rule 23 of the Federal Rules of Civil Procedure . Subject to the approval of the Court, thi s

Stipulation is entered into among the Cou rt-appointed Lead Plaintiff and Class Representative,

the Department of the Treasury of the State of New Jersey and its Division of Investment, on

behalf of itself and the Class (as hereinafter defined) and Defendants Sears Roebuck and Co .

("Sears"), Alan J. Lacy, Glenn R . Richter, Paul J. Liska, Thomas E . Bergmann, Kevin T.

Keleghan and K.R. Vishwanath (the "Individual Defendants") (Sears and the Individual

Defendants are collectively referred to hereinafter as the "Defendants "), by and through their

respective counsel.

WHEREAS :

A. Beginning on October 18, 2002, eleven class actions alleging violations of federal

securities laws - Craig v . Sears Roebuck and Co. . et al. , No. 02 C 7527 ; Kakkar v . Sears

Roebuck and Co ., et al . , No. 02 C 7619 ; McDaid v . Sears Roebuck and Co., et al . , No. 02 C

7653 ; Schmerler v. Sears Roebuck and Co., et al . , No. 02 C 7659 ; House of Israel v. Sears

Roebuck and Co., et al . , No. 02 C 7706; Fink v . Sears Roebuck and Co., et al ., No . 02 C 8074;

Barrett v. Sears Roebuck and Co ., et al . , No. 02 C 8311; Market Street Securities Inc. v. Sear s

Roebuck and Co., et al ., No. 02 C 8707; Kidd v. Sears Roebuck and Co., et al. , No. 02 C 8806;

The Dept . of the Treasury of the State of New Jersey and its division of Investment v . Sears

Roebuck and Co., et al. , No. 02 C 9054; and Gottlieb v. Sears Roebuck and Co ., et al . , No. 02 C

9111 - were filed in this Court and were subsequently consolidated under the caption above, and

are hereinafter referred to as the "Action" ;

B. The Consolidated Amended Class Action Complaint for Violations of Federal

Securities Laws dated June 16, 2003 (the "Complaint") filed in the Action generally alleges,

among other things, that Defendants issued materially false and misleading press releases and

other statements regarding Sears' financial condition during the Class Period - October 24,

2001 through and including October 17, 2002 - in a scheme to artificially inflate the value of

Sears securities ;

C. The Complaint further alleges that Lead Plaintiff and other Class Members

purchased Sears securities during the Class Period at prices artificially inflated as a result of the

Defendants' dissemination of materially false and misleading statements regarding Sears in

violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, and Rule lOb-5

promulgated thereunder;

D. On July 16, 2003, the Defendants moved to dismiss the Complaint. By Order

dated October 23, 2003, the Court denied the Defendants' motions to dismiss . This ruling

assumed the truth of the allegations of the Complaint and did not make factual findings ;

E. On November 14, 2003, the Defendants answered the Complaint, denying all

allegations of wrongdoing and asserting affirmative defenses . Defendants continue to maintain

that they are not liable to Lead Plaintiff or other Class Members ;

F. By Order dated February 2, 2004, the Court certified the Action as a class action

on behalf of a class (the "Class") consisting of all purchasers of the securities of Sears, Roebuc k

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and Co. between October 24, 2001 and October 17, 2002, inclusive . Excluded from the Class

are defendants, the officers and directors of Sears at all relevant times, members of their

immediate families and their legal representatives, heirs, successors, or assigns, and any entity in

which defendants have or had a controlling interest . A notice of the pendency of this Action (the

"Notice of Pendency") dated March 18, 2005 was mailed to Class Members (as defined herein)

beginning on March 18, 2005 and a summary notice was published in the national edition of The

Wall Street Journal on March 25, 2005 . In response to the Notice of Pendency, five hundred

forty-two persons and entities elected to exclude themselves from the Class . Those persons and

entities are listed on Exhibit 1 to Exhibit B of the Stipulation and are excluded from the Class ;

G. The Defendants deny any wrongdoing whatsoever and this Stipulation shall in no

event be construed or deemed to be evidence of or an admission or concession on the part of an y

Defendant with respect to any claim or of any fault or liability or wrongdoing or damage

whatsoever, or any infirmity in the defenses that the Defendants have asserted . The parties to

this Stipulation recognize that the litigation has been filed by Plaintiffs and defended by

Defendants in good faith and with adequate basis in fact under Federal Rule of Civil Procedure

11, that the litigation is being voluntarily settled after advice of counsel, and that the terms of the

settlement are fair, adequate and reasonable .

H. Lead Plaintiff's Counsel have conducted an investigation relating to the claim s

and the underlying events and transactions alleged in the Complaint . Lead Plaintiff's Counsel

have analyzed the evidence adduced during pretrial document and deposition discovery, have

consulted with experts on issues relating to liability and damages and have researched the

applicable law with respect to the claims of Lead Plaintiff and the Class against the Defendants

and the potential defenses thereto ;

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I. With the assistance of retired United States District Judge Nicholas H . Politan

acting as a mediator, Lead Plaintiff, by its counsel, has conducted extensive discussions and

arm's length negotiations with counsel for Defendants over an 18 month period with respect to a

compromise and settlement of the Action with a view to settling the . issues in dispute and

achieving the best relief possible consistent with the interests of the Class ;

J . Lead Plaintiff in this action, the Department of the Treasury (the "Department" )

of the State of New Jersey and its Division of Investment, have experience serving as lead

plaintiff in a number of class actions alleging violations of the federal securities laws . The New

Jersey Office of the Attorney General (including various duly authorized assistant and deputy

attorneys general) provides legal representation to the Department pursuant to N .J .S.A. 52 :17B-1

et seq., and Executive Order No . 6 issued on March 14, 1990, 22 N .J .R. 1013, in connection with

supervising and monitoring the litigation of this matter by outside counsel on behalf of the

Department and the Class consistent with the PSLRA . In addition, a retired New Jersey State

Court Judge was specially retained by the Office of the Attorney General to assist in supervising

the litigation of this action . The settlement reflected in this Stipulation was reached only after

several protracted mediation sessions, the most recent of which was held in March 2006 and was

personally attended by a deputy attorney general, and only after numerous internal consultations

and deliberations among the Department and the attorneys from the New Jersey Office of the

Attorney General who have supervised the conduct of this action . The text of this Stipulation and

exhibits thereto have been internally reviewed and approved by senior staff within the

Department and by the New Jersey Office of the Attorney General, who strongly recommend

and endorse this Stipulation of Settlement as being fair, reasonable and in the best interests of the

Class; and

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K. Based upon their investigation and pretrial discovery as set forth above, Lead

Plaintiffs Counsel and Lead Plaintiff have concluded that the terms and conditions of this

Stipulation are fair, reasonable and adequate to Lead Plaintiff and the Class, and in their best

interests, and have agreed to settle the claims raised in the Action pursuant to the terms and

provisions of this Stipulation, after considering (a) the substantial benefits that Lead Plaintiff and

the members of the Class will receive from settlement of the Action, (b) the attendant risks of

litigation, and (c) the desirability of permitting the Settlement to be consummated as provided by

the terms of this Stipulation.

NOW THEREFORE, it is hereby STIPULATED AND AGREED, by and among th e

parties to this Stipulation , through their respective attorneys, subject to approval of the Court

pursuant to Rule 23 (e) of the Federal Rules of Civil Procedure, in consideration of the benefits

flowing to the parties hereto from the Settlement , that all Settled Claims (as defined below) as

against the Released Parties (as defined below) and all Settled Defendants ' Claims (as defined

below) shall be compromised , settled , released and dismissed with prejudice, upon and subject to

the following terms and conditions :

CERTAIN DEFINITIONS

1. As used in this Stipulation, the following terms shall have the following

meanings:

(a) "Authorized Claimant" means a Class Member who submits a timely and

valid Proof of Claim form to the Claims Administrator .

(b) "Settlement Amount" means the amount specified in paragraph 4 hereof .

(c) "Claims Administrator" means The Garden City Group, Inc .

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(d) "Class" means all purchasers of the securities of Sears, Roebuck and Co .

between October 24, 2001 and October 17, 2002 , inclusive . Excluded from the Class are

defendants, the officers and directors of Sears at all relevant times, members of their immediat e

families and their legal representatives, heirs, successors, or assigns, and any entity in which

defendants have or had a controlling interest . Also excluded from the Class are the persons

and/or entities who previously excluded themselves from the Class by filing a request for

exclusion in response to the Notice of Pendency, as listed on Exhibit 1 to Exhibit B annexe d

hereto. "Class Member" means a member of the Class .

(e) "Class Period" means the period of time between October 24, 2001 an d

October 17, 2002, inclusive.

(f) "Defendants" means Sears and the Individual Defendants.

(g) "Defendants' Counsel" means the law firms of Wachtell, Lipton, Rosen &

Katz and Sonnenschein Nath & Rosenthal LLP for Defendants Sears, Alan J . Lacy, Glenn R.

Richter, Paul J . Liska, and Thomas E. Bergmann, and the law f= of Sidley Austin LLP for

Defendants Kevin T . Keleghan and K.R. Vishwanath.

(h) "Effective Date" means the date upon which the Settlement contemplate d

by this Stipulation shall become effective, as set forth in paragraph 18 below .

(i) "Escrow Account" means an escrow account set up and maintained by

Lead Plaintiff's Counsel for the benefit of the Class, pursuant to an escrow agreement to be

negotiated between the parties and their respective counsel .

(j) "Escrow Agent" means the escrow agent to be appointed pursuant to a n

escrow agreement to be negotiated between the parties and their respective counsel .

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(k) "Final Approval" means approval of the Settlement, such that the

Effective Date has occurred, as set forth in paragraph 18 below .

(1) "Gross Settlement Fund" means the Settlement Amount upon receipt by

the Escrow Agent, plus any income or interest earned thereon .

(m) "Individual Defendants" means Alan J. Lacy, Glenn R . Richter, Paul J .

Liska, Thomas E. Bergmann , Kevin T. Keleghan and K .R. Vishwanath .

(n) "Initial Distribution" means the first distribution of the Net Settlement

Fund to all Authorized Claimants pursuant to the Class Distribution Order as described i n

paragraph 12 below.

(o) "Lead Plaintiffs Counsel" means the law firm of Milberg Weiss Bersha d

& Schulman LLP.

(p) "Net Settlement Fund" has the meaning defined in paragraph 5 hereof.

(q) "Order and Final Judgment" means the proposed order to be entere d

approving the Settlement in all material respects in the form attached hereto as Exhibit B .

(r) "Order for Notice and Hearing" means the proposed order preliminarily

approving the Settlement and directing notice thereof to the Class in all material respects in th e

form attached hereto as Exhibit A.

(s) "Plaintiffs' Counsel" means Lead Plaintiff's Counsel and all other counse l

representing Class Member Plaintiffs in the Action .

(t) "Publication Notice" means the summary notice of proposed Settlement

and hearing for publication in all material respects in the form attached as Exhibit 3 to Exhibit A .

(u) "Released Parties" means any and all of the Defendants, their past o r

present subsidiaries, parents, affiliates, successors and predecessors, and the officers, directors ,

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agents, employees, attorneys, auditors, accountants, insurers and re-insurers, legal

representatives, heirs, executors, administrators, successors in interest or assigns of any of the

foregoing .

(v) "Settled Claims" means any and all claims, debts, demands, rights or

causes of action or liabilities whatsoever (including, but not limited to, any claims for damages,

interest, attorneys' fees, expert or consulting fees, and any other costs, expenses, amounts, or

liability whatsoever), whether based on federal, state, local, statutory or common law or an y

other law, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or

un-liquidated, at law or in equity, matured or un-matured, whether class or individual in nature,

including both known claims and Unknown Claims (as defined below) (i) that have been asserted

in the Action against any of the Released Parties or (ii) that could have been asserted in the

Action or in any forum by the Class members or any of them, or by their heirs, agents, executors,

administrators, beneficiaries, predecessors, successors or assigns (in their capacities as such),

against any of the Released Parties, which arise out of or are related to (x) the allegations ,

transactions, facts, matters or occurrences, representations or omissions, including any public

statement by any Defendant during the Class Period, involved, set forth, or referred to in the

Complaint, and (y) any purchase or sale of the securities of Sears or rights to purchase or sell

such securities during the period October 24, 2001 through October 17, 2002 (provided,

however, that "Settled Claims" does not mean or include claims asserted by or on behalf of

purchasers of Sears Roebuck Acceptance Corp . debt securities in Thomas G. Ong v. Sears,

Roebuck and Co . et al., No. 03 C 04142 (N .D. Ill .), claims under the Employee Retirement

Income Security Act (` ERISA") which are not common to all Class Members, and claims

asserted in In re Sears, Roebuck and Co. ERISA Litigation, No. 02 C 8324 (N.D. Ill .) ("ERISA

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Litigation"), except that no double recovery may be obtained in the ERISA Litigation by any

member of the Class for the same claims or injury alleged in this Action) .

(w) "Settled Defend ants' Claims" means any and all claims, rights or causes of

action or liabilities whatsoever , whether based on federal , state, local, statuto ry or common law

or any other law, rule or regulation, including both known claims and Unknown Claims, that

have been or could have been asserted in the Action or any forum by the Defendants or any of

them, or their heirs , agents, executors , administrators, beneficiaries , predecessors, successors or

assigns (in their capacities as such), against any of the Lead Plaintiff, Class Members or their

attorneys, which arise out of or relate in any way to the institution, prosecution , or settlement of

the Action (except for claims to enforce the Se ttlement) .

(x) "Settlement" me ans the settlement contemplated by this Stipulation.

(y) "Settlement Notice" means the Notice of Proposed Settlement of Class

Action, Motion for Attorneys' Fees and Settlement Fairness Hearing, which is to be sent to

members of the Class in all mate rial respects in the form attached hereto as Exhibit 1 to Exhibit

A .

(z) "Unknown Claims" means any and all Settled Claims which Lead Plaintiff

or any Class Member does not know or suspect to exist in his, her or its favor at the time of the

release of the Released Parties, and any Settled Defendants' Claims which any Defendant does

not know or suspect to exist in his, her or its favor, which if known by him, her or it might have

affected his, her or its decision(s) with respect to the Settlement . With respect to any and all

Settled Claims and Settled Defendants' Claims, the parties stipulate and agree that upon the

Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each Class

Member shall be deemed to have waived, and by operation of the Judgment shall have expressl y

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waived, any and all provisions, rights and benefits conferred by any law of any state or territory

of the United States , or principle of common law, which is similar, comparable , or equivalent to

Cal . Civ. Code § 1542, which provides :

A general release does not extend to claims which th ecreditor does not know or suspect to exist in his or her favor at thetime of executing the release , which if known by him or her musthave mate rially affected his or her settlement with the debtor .

Lead Plaintiff and Defendants acknowledge, and Class Members by operation of law shall be

deemed to have acknowledged, that the inclusion of "Unknown Claims" in the definition of

Settled Claims and Settled Defendants' Claims was separately bargained for and was a key

element of the Settlement .

SCOPE AND EFFECT OF SETTLE MENT

2. The obligations incurred pursuant to this Stipulation shall be in full and final

disposition of the Action and any and all Settled Claims as against all Released Parties and any

and all Settled Defendants' Claims .

3. (a) Upon the Effective Date of this Settlement, Lead Plaintiff and members o f

the Class, on behalf of themselves, their heirs, agents, executors, administrators, beneficiaries,

predecessors, successors and assigns (in their capacities as such), shall, with respect to each and

every Settled Claim, release and forever discharge, and shall forever be enjoined fro m

prosecuting, any Settled Claims against any of the Released Parties . In addition the Order and

Final Judgment shall provide that all Class Members covenant not to sue any of the Released

Parties directly, indirectly, or derivatively with respect to any of the Settled Claims (except that

such covenant shall not prevent any derivative plaintiff in an action that was pending on May 17,

2006 from continuing to assert such derivative claim) .

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(b) Upon the Effective Date of this Settlement, each of the Defendants, on

behalf of themselves, their heirs, agents, executors, administrators, beneficiaries, predecessors,

successors and assigns (in their capacities as such), shall release and forever discharge each and

every of the Settled Defendants' Claims, and shall forever be enjoined from prosecuting the

Settled Defendants' Claims against Lead Plaintiff, all Class Members and their respective

counsel .

THE SETTLEMENT CONSIDERATION

4. (a) Sears shall pay (or cause to be paid) to the Escrow Account, within five

(5) business days of entry by the District Court of the Order and Final Judgment granting its

approval of the settlement in'this action, the following amount (the "Settlement Amount"):

$215,000,000 .00 (two hundred and fifteen million US dollars) in cash, plus an amount equal to

interest thereon for the period beginning on the earlier of (i) the date of entry of an Order by the

District Court preliminarily approving the proposed settlement and directing that Notice of the

proposed settlement be issued (the "Preliminary Approval Date") or (ii) August 15, 2006, and

ending on the date that the settlement is actually funded, at the interest rate earned by 90-day

U.S. Treasury bills over the same period. In the event that there is any non-payment of the

Settlement Amount when due, in addition to any other remedies available to Lead Plaintiff, Lead

Plaintiff shall be entitled to elect to terminate the settlement, and move to have the Judgment

vacated and the Action reinstated and the Parties returned to their rights and positions as of th e

date hereof, and Defendants shall consent to such motion . In the event the Settlement is not

approved, does not receive Final Approval, or is terminated for any other reason, the Settlement

Amount will be repaid in full (including any interest accrued thereon but less any taxes paid or

payable thereon) to the parties who made payment into the Escrow Account (Sears, its insurers ,

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and any other party making any such payment) on a pro rata basis according to the amount of

their respective contributions within five (5) business days of the date upon which the Settlement

is terminated .

(b) Sears shall also pay (or cause to be paid) all reasonable costs and expense s

of class notice and settlement administration (the "Additional Settlement Consideration") and

shall make such payments as reasonably necessary to effectuate notice and related administration

costs beginning promptly after the Preliminary Approval Date . In the event that the settlement

does not receive Final Approval or does not otherwise become effective, Sears shall remain

liable for all reasonable costs and expenses of notice or administration actually incurred, and

shall not be entitled to return of any sums advanced or paid for that purpose (unless not incurred

or spent) . Lead Plaintiff's Counsel shall designate the settlement claims administrator, subject to

Court approval and to approval by Sears following disclosure to Sears of the terms on which the

proposed administrator will be engaged .

5. (a) The Gross Settlement Fund, net of any Taxes (as defined below) on the

income thereof, shall be first used to pay the attorneys' fee and expense award referred to in

paragraph 6 hereof. The balance of the Gross Settlement Fund shall be the "Net Settlement

Fund." The Net Settlement Fund shall be distributed to the Authorized Claimants as provided in

paragraph 9 hereof. Any sums required to be held in escrow hereunder prior to the Effective

Date shall be held in the Escrow Account . All funds held in the Escrow Account shall b e

deemed to be in the custody of the Court and shall remain subject to the jurisdiction of the Court

until such time as the funds shall be distributed or returned to the persons paying the same

pursuant to this Stipulation and/or further order of the Court . The Escrow Agent shall invest any

funds in excess of $100,000 in short term United States Agency or Treasury Securities (or a

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mutual fund invested solely in such instruments), and shall collect and reinvest all interest

accrued thereon in the same manner . Any funds held in escrow in an amount of less than

$100,000 may be held in a bank account insured by the FDIC .

(b) All (i) taxes on or with respect to the Gross Settlement Fund (including

any taxes on the income of the Gross Settlement Fund and any interest or penalties owed to a

taxing authority) and (ii) expenses and costs incurred in connection with the taxation of the

Gross Settlement Fund (including, without limitation, expenses of tax attorneys and accountants)

(collectively "Taxes") shall be timely paid out of the Gross Settlement Fund by the Escrow

Agent, at the direction of the Claims Administrator, without prior Order of the Court . The

parties hereto agree that the Gross Settlement Fund is intended to be a Qualified Settlement Fund

within the meaning of Treasury Regulation § 1 .468B-1 . The Claims Administrator is hereby

designated as administrator of the Gross Settlement Fund within the meaning of Treasury

Regulation § 1 .468B-2(k)(3) and shall be responsible for obtaining a taxpayer identification

number for the Gross Settlement Fund, filing all tax returns (including information returns) for

the Gross Settlement Fund, paying from the Gross Settlement Fund any Taxes owed with respect

to the Gross Settlement Fund and otherwise complying with the Treasury Regulations applicable

to Qualified Settlement Funds . The Defendants and their counsel shall have no responsibility or

liability for payment of any Taxes owed with respect to the Gross Settlement Fund or the timely

filing, preparation or distribution of any return or other document relating to any Taxes . The

parties hereto agree that the Gross Settlement Fund, upon funding, shall be treated as a Qualified

Settlement Fund from the earliest date possible, and agree to any relation-back election required

to treat the Gross Settlement Fund as a Qualified Settlement Fund from the earliest date possible .

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After written request by the Claims Administrator, Defendants agree to provide promptly to the

Claims Administrator the statement described in Treasury Regulation § 1 .468B-3(e).

ATTORNEYS' FEES AND EXPENSES

6. (a) Lead Plaintiff's Counsel will apply to the Court for an award from the

Gross Settlement Fund of attorneys' fees and reimbursement of expenses . Notice of such

application shall be included in the Settlement Notice . Such amounts as are awarded by the

Court shall be payable from the Gross Settlement Fund to Lead Plaintiff's Counsel immediately

upon award, notwithstanding the existence of any timely filed objections thereto, or potential for

appeal therefrom, or collateral attack on the settlement or any part thereof, subject to Lead

Plaintiffs Counsel's obligation to make appropriate refunds or repayments to the Gross

Settlement Fund plus accrued interest at the same net rate as is earned by the Gross Settlement

Fund, if and when, as a result of any appeal and/or further proceedings on remand, or successful

collateral attack, the fee or cost award is reduced or reversed. For the fee award to be paid prior

to the Effective Date, Lead Plaintiff's Counsel must first provide to Defendants' Counsel a

Standby Letter of Credit, payable to the account in which the Gross Settlement Fund is held,

from a major New York money center bank securing the repayment of such fees (with interest at

the same rate as is earned on the balance of the settlement fund) if the settlement is not finally

approved, or is terminated for any reason as provided in this Stipulation, or the fee award is later

modified or reversed for any reason . Such Standby Letter of Credit shall be in the face amount

of 110 percent of the amount of the attorneys' fee award to be paid prior to the Effective Date,

and shall be in form and substance reasonably acceptable to Sears . In the event that the

Settlement becomes Final before the attorneys' fee award is final and non-appealable, then

promptly following the Effective Date, Defendants' Counsel shall deliver the Standby Letter o f

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Credit to the Lead Plaintiff by overnight express delivery to the Office of the Attorney Genera l

of the State of New Jersey.

(b) Lead Plaintiff's Counsel will also apply to the Court to award fro m

the Gross Settlement Fund a payment to the Lead Plaintiff and Class Representative, Th e

Department of the Treasury of the State of New Jersey and its Division of Investment and the

Office of the Attorney General of the State of New Jersey, for the reasonable costs and expense s

(including lost wages) directly relating to its representation of the Class, including thei r

participation in and supervision of the litigation and the settlement negotiations . Notice of such

application shall be included in the Settlement Notice .

ADMINISTRATION

7. The Claims Administrator shall administer the Se ttlement subject to the

jurisdiction of the Court . The Claims Administrator, in accordance with the terms and conditions

specified below, shall process the Proofs of Claim and, after entry of the Class Distributio n

Order (as defined in paragraph 12 below), distribute the Net Settlement Fund to the Authorize d

Claimants. Except for the obligation to pay the Settlement Amount and the Additional

Settlement Consideration, Defendants and other Released Parties, including their respective

insurers, shall have no liability, obligation or responsibility for the administration of the

Settlement or disbursement of the Net Settlement Fund .

8. For purposes of determining the extent, if any, to which a Class Member shall b e

entitled to be treated as an Authorized Claimant, the following conditions shall apply :

(a) Each Class Member shall be required to submit a Proof of Claim (se e

attached Exhibit 2 to Exhibit A), supported by such documents as are designated therein ,

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including proof of the transactions claimed and the losses incurred thereon, or such other

documents or proof as the Claims Administrator, in its discretion, may deem acceptable ;

(b) All Proofs of Claim must be submitted by the date specified in the Notice

unless such period is extended by Order of the Court . Any Class Member who fails to submit a

Proof of Claim by such date shall be forever barred from receiving any payment pursuant to this

Stipulation (unless, by Order of the Court, a later submitted Proof of Claim by such Clas s

Member is approved), but shall in all other respects be bound by all of the terms of this

Stipulation and the Settlement including the terms of the Judgment to be entered in the Action

and the releases provided for herein, and will be barred from bringing any action against the

Released Parties concerning the Settled Claims . Provided that it is received before the motion

for the Class Distribution Order is filed, a Proof of Claim shall be deemed to have bee n

submitted when posted, if received with a postmark indicated on the envelope and if mailed by

first-class mail and addressed in accordance with the instructions thereon . In all other cases, the

Proof of Claim shall be deemed to have been submitted when actually received by the Claims

Administrator;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, who shall determine in accordance with this Stipulation and the approved Plan of

Allocation the extent, if any, to which each claim shall be allowed, subject to review by the

Court pursuant to subparagraph (f) below;

(d) Lead Plaintiff's Counsel shall have the right, but not the obligation, to

advise the Claims Administrator to waive what Lead Plaintiff's Counsel deem to be formal or

technical defects in any Proofs of Claim submitted in the interests of achieving substantial

justice;

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(e) Proofs of Claim that do not meet the submission requirements may be

rejected. Prior to rejection of a Proof of Claim, the Claims Administrator shall communicate

with the Claimant in order to attempt to remedy the curable deficiencies in the Proofs of Claim

submitted. The Claims Administrator shall notify, in a timely fashion and in writing, each

Claimant whose Proofs of Claim they propose to reject in whole or in part, setting forth the

reasons therefor, and shall indicate in such notice that the Claimant whose claim is to be rejected

has the right to a review by the Court if the Claimant so desires and complies with the

requirements of subparagraph (f) below; and

(f) If any Claimant whose claim has been rejected in whole or in part desire s

to contest such rejection, the Claimant must, within twenty (20) days after the date of mailing of

the notice required in subparagraph (e) above, serve upon the Claims Administrator a notice and

statement of reasons indicating the Claimant's grounds for contesting the rejection along with

any supporting documentation, and requesting a review thereof by the Court . If a dispute

concerning a claim cannot be otherwise resolved, Lead Plaintiff's Counsel shall thereafter

present the request for review to the Court.

9. Each Authorized Claimant shall be allocated a pro rata share of the Ne t

Settlement Fund based on his, her or its Recognized Claim (as defined in the Plan of Allocation

described in the Notice annexed hereto as Exhibit 1 to Exhibit A, or in such other plan of

allocation as the Court approves) compared to the total Recognized Claims of all Authorized

Claimants. The Claims Administrator shall make such determinations and the defendants shall

have no involvement in reviewing or challenging claims .

10. All proceedings with respect to the administration, processing and determination

of claims described by paragraph 8 of this Stipulation and the determination of all controversie s

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relating thereto, including disputed questions of law and fact with respect to the validity of

claims, shall be subject to the jurisdiction of the Court .

11 . Each Claimant shall be deemed to have submitted to the jurisdiction of the Court

with respect to the Claimant's claim, and the claim will be subject to investigation and discovery

under the Federal Rules of Civil Procedure, provided that such investigation and discovery shall

be limited to that Claimant's status as a Class Member and the validity and amount of th e

Claimant's claim. No discovery shall be allowed on the merits of the Action or Settlement in

connection with processing of the Proofs of Claim .

12. Plaintiffs' Counsel will apply to the Court, on notice to Defendants' Counsel, fo r

an order (the "Class Distribution Order") approving the Claims Administrator's administrative

determinations concerning the acceptance and rejection of the claims submitted herein, and, if

the Effective Date has occurred, directing the Initial Distribution of the Net Settlement Fund to

all Authorized Claimants.

13. The Net Settlement Fund shall be distributed to Authorized Claimants by th e

Claims Administrator only after the Effective Date and after: (i) all Claims have been processed,

and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance ; (ii)

all objections with respect to all rejected or disallowed claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired ; (iii) all matters

with respect to attorneys' fees, costs, and disbursements have been resolved by the Court, all

appeals therefrom have been resolved or the time therefor has expired ; and (iv) all costs of

administration have been paid .

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14. If any funds remain in the Net Settlement Fund by reason of un-cashed

distributions or otherwise, then, after the Claims Administrator has made reasonable and diligent

efforts to have Class Members who are entitled to participate in the distribution of the Net

Settlement Fund cash their distributions, any balance remaining in the Net Settlement Fund one

(1) year after the Initial Distribution of such funds shall be re-distributed to Class Members who

have cashed their initial distributions and who would receive at least $10 .00 from such re-

distribution, after payment of any unpaid costs or fees incurred in administering the Net

Settlement Fund for such re-distribution. If after six months after such re-distribution any funds

shall remain in the Net Settlement Fund, then such balance shall be contributed to non-sectarian,

not-for-profit, 501(c)(3) organization(s) to be designated by the Court after twenty (20) days

prior notice to the Lead Plaintiff and Sears, each of which may suggest to the Court one or more

such organizations for the Court's selection, but the Court shall not be limited to such suggested

organizations .

15. Payment pursuant to this Stipulation shall be deemed final and conclusive agains t

all Class Members . All Class Members whose claims are not approved by the Court shall be

barred from participating in distributions from the Net Settlement Fund, but otherwise shall be

bound by all of the terms of this Stipulation and the Sett lement , including the terms of the

Judgment to be entered in the Action and the releases provided for herein, and will be barred

from bringing any action against the Released Part ies concerning the Settled Claims .

TERMS OF ORDER FOR NOTICE AND HEARING

16. Promptly after this Stipulation has been fully executed, Plaintiffs' Counsel and

Defendants' Counsel jointly shall apply to the Court for entry of a Preliminary Order for Notice

and Hearing, in all material respects in the form annexed hereto as Exhibit A .

-19-

TERMS OF ORDER AND FINAL JUDGMEN T

17. If the Settlement contemplated by this Stipulation is approved by the Court,

counsel for the parties shall request that the Court enter an Order and Final Judgment, in all

material respects in the form annexed hereto as Exhibit B .

EFFECTIVE DATE OF SETTLEMENT, WAIVER OR TERMINATIO N

18. The "Effective Date" of Settlement shall be the date when all the following shall

have occurred:

(a) approval by the Court of the Settlement, following notice to the Class and

a hearing, as prescribed by Rule 23 of the Federal Rules of Civil Procedure ; and

(b) entry by the Court of an Order and Final Judgment, in all material respects

in the form set forth in Exhibit B annexed hereto, and the expiration of any time for appeal or

review of such Order and Final Judgment, or, if any appeal is filed and not dismissed, after such

Order and Final Judgment is upheld on appeal in all material respects and is no longer subject to

review upon appeal or review by writ of certiorari, or, in the event that the Court enters an order

and final judgment in a form other than that provided above ("Alternative Judgment") and none

of the parties hereto elect to terminate this Settlement, the entry by the Court of such Alternative

Judgment and the expiration of time for, and the completion of, any appellate proceedings

sufficient for the Alternative Judgment to become final and no longer subject to appeal or

review .

19. Any proceeding or order, or any appeal or petition for a writ of certiorari

pertaining solely to any plan of allocation and/or application for attorneys' fees, costs or

expenses, shall not in any way delay or preclude the Effective Date .

-20-

20. Defendants ' Counsel or Lead Plaintiff's Counsel shall have the right to terminate

the Settlement and this Stipulation by providing written notice of their election to do so

("Termination Notice") to all other part ies hereto within thirty (30) days of. (a) the Court 's

declining to enter the Order for Notice and Hearing in any material respect; (b) the Court 's

refusal to approve this Stipulation or any material part of it ; (c) the Court's declining to enter the

Order and Final Judgment in any material respect; (d) the date upon which the Order and Final

Judgment is modified or reversed in any mate rial respect by the Court of Appeals or the Supreme

Court; or (e) the date upon which an Alterna tive Judgment is modified or reversed in any

material respect by the Court of Appeals or the Supreme Court .

21 . Except as otherwise provided herein , in the event the Se ttlement is terminated,

then the parties to this Stipulation shall be deemed to have reverted to their respective status in

the Action as it existed as of May 17, 2006, the date of the Memorandum of Understanding, and,

except as otherwise expressly provided, the parties shall proceed in all respects as if this

Stipulation and any related orders had not been entered, and any portion of the Settlement

Amount previously paid by Defendants, together with any interest earned thereon, less any Taxes

due with respect to such income, shall be returned to the parties paying the same on a pro rata

basis according to their respective contributions within five (5) business days of the date upon

which the Settlement is terminated. Sears shall remain liable for all reasonable costs and

expenses of notice or administration actually incurred, and shall not be entitled to return of any

sums advanced or paid for that purpose (unless not incurred or spent) .

NO ADMISSION OF WRONGDOIN G

22. This Stipulation, whether or not consummated, and any proceedings taken

pursuant to it :

-21-

(a) shall not be offered or received against the Defendants or any other

Released Party as evidence of or construed as or deemed to be evidence of any presumption,

concession, or admission by any of the Defendants with respect to the truth of any fact alleged by

any of the plaintiffs or the validity of any claim that has been or could have been asserted in the

Action or in any litigation, or the deficiency of any defense that has been, could have been or

could be asserted in the Action or in any proceeding, or of any liability, negligence, fault, or

wrongdoing of the Defendants ;

(b) shall not be offered or received against the Defendants or any other

Released Party as evidence of a presumption, concession or admission of any fault,

misrepresentation or omission with respect to any statement or written document approved or

made by any Defendant or any of the Released Parties ;

(c) shall not be offered or received against the Defendants or any othe r

Released Party as evidence of a presumption, concession or admission with respect to any

liability, negligence, fault or wrongdoing, or in any way referred to for any other reason as

against any of the Defendants or Released Parties, in any other civil, criminal or administrative

action or proceeding, other than such proceedings as may be necessary to effectuate the

provisions of this Stipulation; provided, however, that if this Stipulation is approved by the

Court, Defendants or Released Parties may refer to it to effectuate the liability protection granted

them hereunder;

(d) shall not be construed against the Defendants or any other Released Party

as an admission or concession that the consideration to be given hereunder represents the amount

which could be or would have been recovered after trial or of the validity of any claims in the

Action or of any wrongdoing ; and

-22-

(e) shall not be construed as or received in evidence as an admission ,

concession or presumption against Lead Plaintiff or any of the Class Members that any of thei r

claims are without merit, or that any defenses asserted by the Defendants or any other Release d

Party have any merit, or that damages recoverable under the Complaint would not have exceede d

the Gross Settlement Fund.

MISCELLANEOUS PROVISIONS

23. All of the exhibits attached hereto are hereby incorporated by reference as though

fully set forth herein .

24. Lead Plaintiff and its Counsel represent that to the best of their knowledge there

are no exclusion requests beyond those reported by The Garden City Group, Inc. in its report

dated March 29, 2006, annexed hereto as Exhibit 1 to Exhibit B .

25. Each Defendant contributing to the Settlement Amount warrants as to himself,

herself or itself that, as to the payments made by or on behalf of him, her or it, at the time of such

payment that the Defendant made or caused to be made pursuant to paragraph 4 above, he, she or

it was not insolvent, nor did nor will the payment required to be made by or on behalf of him, her

or it render such Defendant insolvent, within the meaning of and/or for the purposes of th e

United States Bankruptcy Code, including §§ 101 and 547 thereof. This warranty is made by

each such Defendant and not by such Defendant's Counsel .

26. In the event that prior to the occurrence of the Initial Distribution of the Ne t

Settlement Fund to Authorized Claimants , a case is commenced in respect of any Defendant

contributing to the Settlement Amount (or any insurer contributing funds to the Settlemen t

Amount on behalf of any Defendant) under Title 11 of the United States Code (Bankruptcy), or a

trustee, receiver or conservator is appointed under any similar law, and in the event of the entry

-23-

of a final order of a court of competent jurisdiction determining the transfer of money to the

Gross Settlement Fund or any portion thereof by or on behalf of such Defendant to be a

preference, voidable transfer, fraudulent transfer or similar transaction and the Initial

Distribution of the Net Settlement Fund has not been made and such Net Settlement Fund is stil l

held in escrow and is required to be returned, and such amount is not promptly deposited to the

Gross Settlement Fund by others, then, at the election of Lead Plaintiff and Lead Plaintiff's

Counsel, the parties shall jointly move the Court to vacate and set aside the releases given and

Judgment entered in favor of the Defendants pursuant to this Stipulation, which releases and

Judgment shall be null and void, and the Settlement shall be terminated, and the parties shall be

restored to their respective positions in the litigation as of May 17, 2006 and any amounts in the

Gross Settlement Fund shall be returned as provided in paragraph 21 above .

27. The parties to this Stipulation intend the Settlement to be a final and complet e

resolution of all disputes asserted or which could be asserted by the Class Members against the

Released Parties with respect to the Settled Claims . Accordingly, Lead Plaintiff and Defendants

agree not to assert in any forum that the litigation was brought by plaintiffs or defended by

Defendants in bad faith or without a reasonable basis . The parties hereto shall assert no claims

of any violation of Rule 11 of the Federal Rules of Civil Procedure relating to the prosecution,

defense, or settlement of the Action. The parties agree that the amount paid and the other terms

of the Settlement were negotiated at arm's length in good faith by the parties, and reflect a

settlement that was reached voluntarily after consultation with experienced legal counsel and

with the assistance of an experienced mediator, the Honorable Nicholas Politan (U .S.D.J., ret .).

28. The Plan of Allocation proposed in the Notice is not a necessary term of this

Stipulation and it is not a condition of this Stipulation that any particular plan of allocation b e

-24-

approved. The Released Parties take no position and will have no responsibility with respect t o

such plan ofallocation as the Court approves .

29. This Stipulation may not be modified or amended, nor may any of its provision s

be waived except by a writing signed by all parties hereto or their successors-in-interest.

30. The headings herein are used for the purpose of convenience only and are no t

meant to have legal effect .

31 . The administration and consummation of the Settlement as embodied in thi s

Stipulation shall be under the authority of the Court and the Court shall retain jurisdiction for th e

purpose of entering orders providing for awards of attorneys' fees and expenses to Plaintiffs '

Counsel and enforcing the terms of this Stipulation .

32. The waiver by one party of any breach of this Stipulation by any other party shal l

not be deemed a waiver of any other prior or subsequent breach of this Stipulation .

33 . This Stipulation and its exhibits constitute the entire agreement among the partie s

hereto conce rning the Se ttlement of the Action, and no representations, warranties, or

inducements have been made by any party hereto concerning this Stipulation and its exhibits

other than those contained and memorialized in such documents .

34. This Stipulation may be executed in one or more counterparts . All executed

counterparts and each of them shall be deemed to be one and the same instrument .

35. This Stipulation shall be binding upon, and inure to the benefit of, the successor s

and assigns of the parties hereto .

36. The construction, interpretation, operation, effect and validity of this Stipulation ,

and all documents necessary to effectuate it, shall be governed by the internal laws of the State o f

-25-

Illinois without regard to conflicts of laws, except to the extent that federal law requires that

federal law governs .

37. This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the parties, it being recognized that it is the result of arm's-length negotiations

between the parties and all parties have contributed substantially and materially to the

preparation of this Stipulation .

38. All counsel and any other person executing this Stipulation and any of the

exhibits hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

permitted to be taken pursuant to the Stipulation to effectuate its teams .

39. Lead Plaintiff's Counsel and Defendants' Counsel agree to cooperate fully wit h

one another in seeking Court approval of the Order for Notice and Hearing, the Stipulation and

the Settlement, and to promptly agree upon and execute all such other documentation as may be

reasonably required to obtain Final Approval .

DATED: September 14, 2006 MILBEF,G WEISS IMRSUAD

By:I . Weiss

Geoide Al Bauer IIIOne Pennsylvania PlazaNew York, New York 10119-0165Telephone: (212) 594-5300Facsimile: (212) 868-1229

Lead Plaintiff's Counsel

-26-

MT r LER FAUCHER AND CAFFERTYLLP

By:Marvin A. Miller

30 North LaSalle Street,Suite 3200,Chicago, Illinois 60602Telephone: (312) 782-4880Facsimile: (312) 782-0485

PlaintIWS Liaison Counsel

WACRTELL, LIPTON, ROSEN & KATZ

By: 944ea AKenneth B. ForrestWarren R. Stern

51 West 52nd Stree tNew York, Nero York 10119.6150Telephone: (212) 403-1000Facsimile: (212) 403-2000

.and-

SONNENSCHEIN NATH & ROSENTHALLLP

BT.Harold C. HirshmanChristopher Q. King

7800 Sears Tower233 South Wacker DriveChicago, Illinois 60606-6404Telephone: (312) 876-8000Facsimile: (312) 876-7934

Counsel for Defendants Sears Roebuck andCo., Alan Lacy, Glenn Richter, Paul Liskaand Thomas Bergmann

-27-

MILLER FAUCHER AND CAFFERTYLLP

By:Marvin A. Miller

30 North LaSalle Street,Suite 3200,Chicago, Illinois 60602Telephone : (312) 782-4880Facsimile: (312) 782-448 5

Plaintiff's Liaison Counsel

WACHTELL, LIPTON, ROSEN & KATZ

By:Kenneth B . ForrestWarren R. Stern

51 West 52nd StreetNew York, New York 10119-6150Telephone: (212) 403-1000Facsimile: (212) 403-2000

- and -

Counsel for Defendants Sears Roebuck andCo., Alan Lacy, Glenn Richter, Paul Liskaand Thomas Bergmann

-27-

233 South Wacker DriveChicago, Illinois 60606-6404Telephone : (312) 876-8000Facsimile: (312) 876-7934

SIDLEY AUSTIN LLP

By: /-- -Walter C . Carl sScott R. Lass

One South Dearborn StreetChicago, Illinois 60603Telephone : (312) 853-7000Facsimile: (312) 853-7036

Counsel for Defendants Kevin Keleghan andK. R. Vishwanath

-28-

EXHIBIT A

Case 1 :02-cv-07527 Document 268 Filed 09/26/2006 Page 1 of 9

UNITED STATES DISTRICT COURT JV

FOR THE NORTHERN DISTRICT OF ILLINOISEASTERN DIVISION

IN RE SEARS, ROEBUCK AND CO . )SECURITIES LITIGATION ) No . 02 C 752 7

Judge Elaine E. BuckloTHIS DOCUMENT RELATES TO : )ALL ACTIONS )

PRELIMINARY ORDER FOR NOTICE AND HEAR ING IN CONNECTIONWITH SETTLEMENT PROCEEDINGS

WHEREAS, on September 14, 2006, the parties to the above-entitled action (the

"Action") entered into a Stipulation and Agreement of Settlement (the "Stipulation") which is

subject to review under Rule 23 of the Federal Rules of Civil Procedure and which, together with

the exhibits thereto, sets forth the terms and conditions for the proposed settlement of the Action

on the merits and with prejudice; and the Court having read and considered the Stipulation and

the accompanying documents ; and the parties to the Stipulation having consented to the entry of

this Order; and all capitalized terms used herein having the meanings defined in the Stipulation ;

and

WHEREAS, pursuant to Rules 23(a) and 23(b)(3) of the Federal Rules of Civil Procedur e

and by Order dated February 2, 2004, this Action was certified as a class action on behalf of all

purchasers of the securities of Sears, Roebuck and Co. between October 24, 2001 and October

17, 2002, inclusive . Excluded from the Class are defendants, the officers and directors of Sears

at all relevant times, members of their immediate families and their legal representatives, heirs,

successors, or assigns, and any entity in which defendants have or had a controlling interest . A

notice of the pendency of this Action as a class action (the "Notice of Pendency") dated March

18, 2005 was mailed to Class Members (as defined herein) beginning on March 18, 2005 and a


summary notice was published in the national edition of The Wall Street Journal on March 25,

2005. Pursuant to the Notice of Pendency previously given to the members of the Class, Class

Members were given the opportunity to exclude themselves from the Class . Five hundred forty-

two persons and entities elected to exclude themselves from the Class . Those persons and

entities are listed on Exhibit 1 to Exhibit B of the Stipulation and they are excluded from the

Class ; and

WHEREAS, the Court having read and considered the Stipulation and the accompanying

documents ; and the parties to the Stipulation having consented to the entry of this Order; and all

capitalized terms used herein having the meanings defined in the Stipulation ;

NOW, THEREFORE, IT IS HEREBY ORDERED , this day of set .__ ,

2006 that:

1 . The Court does hereby preliminarily approve the Stipulation and the Settlement

set forth therein, subject to further consideration at the Settlement Fairness Hearing describe d

below.

2. A hearing (the "Settlement Fairness Hearing") pursuant to Rule 23(e) of the

Federal Rules of Civil Procedure is he reby scheduled to be held before the Court on

2006, at Ad 2m. for the following purposes:

(a) to determine whether the proposed Settlement is fair, reasonable, an d

adequate, and should be approved by the Court ;

(b) to determine whether the Order and Final Judgment as provided under th e

Stipulation should be entered, dismissing the Complaint filed herein, on the merits and wit h

-2-


prejudice, and to determine whether the release by the Class of the Settled Claims, as set forth i n

the Stipulation, should be provided to the Released Parties ;

(c) to determine whether the proposed Plan of Allocation for the proceeds o f

the Settlement is fair and reasonable, and should be approved by the Court ;

(d) to consider Plaintiffs' Counsel's application for an award of attorneys '

fees and expenses; and

(e) to rule upon such other matters as the Court may deem appropriate .

The Court reserves the right to approve the Settlement with or withou t

modification and with or without further notice of any kind . The Court further reserves the right

to enter its Order and Final Judgment approving the Stipulation and dismissing the Complaint on

the merits and with prejudice regardless of whether it has approved the Plan of Allocation or

awarded attorneys' fees and expenses .

4. The Court approves the form, substance and requirements of the Notice of

Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairnes s

Hearing (the "Settlement Notice") and the Proof of Claim form, annexed hereto as Exhibits 1 an d

2, respectively .

5. The Court approves the appointment of The Garden City Group as the Claims

Administrator. The Claims Administrator shall cause the Settlement Notice and the Proof of

Claim, in all material respects in the forms annexed hereto , to be mailed, by first class mail,

postage prepaid, on or before U ( 2006 , to all Class Members who can be

identified with reasonable effort, including all persons who were previously mailed the notice o f

-3-


pendency other than those persons who previously and effectively requested exclusion as set

forth in Exhibit I to Exhibit B of the Stipulation . The Claims Administrator shall use reasonable

efforts to give notice to nominee purchasers such as brokerage fins and other persons or entities

who purchased Sears securities during the Class Period as record owners but not as beneficial

owners . Such nominee purchasers are directed, within seven (7) days of their receipt of the

Settlement Notice, to either forward copies of the Settlement Notice and Proof of Claim to their

beneficial owners, or to provide the Claims Administrator with lists of the names and addresses

of the beneficial owners, and the Claims Administrator is ordered to send the Settlement Notice

and Proof of Claim promptly to such identified beneficial owners . Nominee purchasers who

elect to send the Settlement Notice and Proof of Claim to their beneficial owners shall send a

statement to the Claims Administrator confirming that the mailing was made as directed .

Additional copies of the Settlement Notice shall be made available to any record holder

requesting such for the purpose of distribution to beneficial owners, and such record holders

shall be reimbursed by Sears, upon receipt by the Claims Administrator of proper

documentation, for the reasonable expense of sending the Settlement Notices and Proofs of

Claim to beneficial owners . Lead Plaintiff's Counsel shall, at or before the Settlement Fairness

Hearing, file with the Court proof of mailing of the Settlement Notice and Proof of Claim .

6. The Court approves the form of Publication Notice of the proposed settlement in

all material respects in the form and content annexed hereto as Exhibit 3 and directs that Lead

Plaintiffs Counsel shall cause the Publication Notice to be published in the national edition of

The Wall Street Journal within ten days of the mailing of the Notice. Lead Plaintiff's Counsel

shall, at or before the Settlement Fairness Hearing, file with the Court proof of publication of the

Publication Notice.

-4-

Case 1 :02-cv-07527 Document 268 Filed 09 /26/2006 Page 5 of 9

7. The form and content of the Settlement Notice, and the method set forth herein of

notifying the Class of the Settlement and its terms and conditions, meet the requirements of Rule

23 of the Federal Rules of Civil Procedure, Section 21D(a)(7) of the Securities Exchange Act of

1934, 15 U.S .C . § 78u-4(a)(7) as amended by the Private Securities Litigation Reform Act of

1995, and due process, constitute the best notice practicable under the circumstances, and shall

constitute due and sufficient notice to all persons and entities entitled thereto.

8. In order to be entitled to participate in the Net Settlement Fund, in the event the

Settlement is effected in accordance with the terms and conditions set forth in the Stipulation,

each Class Member shall take the following actions and be subject to the following conditions :

(a) A properly executed Proof of Claim (the "Proof of Claim"), in all material

respects in the form attached hereto as Exhibit 2, must be submi tted to the Claims Administrator,

at the Post Office Box indicated in the Settlement Notice, postmarked not later than

200Such deadline may be further extended by Court Order . Each Proof

of Claim shall be deemed to have been submitted when postmarked ( if properly addressed and

mailed by first class mail, postage prepaid) provided such Proof of Claim is actually received

prior to the motion for an order of the Cou rt approving dist ribution of the Net Settlement Fund.

Any Proof of Claim submitted in any other manner shall be deemed to have been submitted

when it was actually received at the address designated in the Settlement Notice . Any Class

Member who does not timely submit a Proof of Claim within the time provided for shall be

barred from sharing in the distribution of the proceeds of the Net Settlement Fund, unless

otherwise ordered by the Court.

-5-


(b) The Proof of Claim submitted by each Class Member must satisfy the

following conditions : (i) it must be properly completed, signed and submitted in a timely

manner in accordance with the provisions of the preceding subparagraph ; (ii) it must be

accompanied by adequate supporting documentation as designated in the Proof of Claim,

including proof of the transactions claimed and the losses incurred thereon, or such other

documents or proofs as the Claims Administrator, in its discretion, may deem acceptable; (iii) if

the person executing the Proof of Claim is acting in a representative capacity, the Proof of Claim

must include evidence of that person's current authority to act on behalf of the Class Member ;

and (iv) the Proof of Claim must be complete and contain no material deletions or modifications

of any of the printed matter contained therein and must be signed under penalty of perjury.

(c) As part of the Proof of Claim, each Class Member shall submit to the

jurisdiction of the Court with respect to the claim submitted, and shall (subject to effectuation of

the Settlement) release all Settled Claims as provided in the Stipulation .

9 . Regardless of whether they submit a Proof of Claim, all Class Members shall be

bound by all determinations and judgments in this Action, whether favorable or unfavorable,

unless such persons are listed on Exhibit I to Exhibit B of the Stipulation as having previously

and effectively requested exclusion from the Class. The persons and entities who previously and

effectively requested exclusion from the Class in response to the Notice of Pendency of Class

Action are excluded from the Class and shall not be entitled to submit any Proof of Claim forms

and shall not be entitled to receive any payment out of the Net Settlement Fund as described in

the Stipulation and in the Settlement Notice . No further opportunity to request exclusion need be

given in this Action.

-6-


10. The Court will consider comments and/or objections to the Settlement, the Plan of

Allocation, or the award of attorneys' fees and reimbursement of expenses only if such

comments or objections and any supporting papers are filed in writing with the Clerk of the

Court, United States District Court, Everett McKinley Dirksen Building, Room 2044, 219 South

Dearborn Street, Chicago, Illinois 60604, and copies of all such papers are served, on or befor e

~~ B2 2006, upon each of the following : George A. Bauer III, Esq ., Milberg Weiss

Bershad & Schulman LLP, One Pennsylvania Plaza, New York, New York 10119-0165, and

Marvin A . Miller, Esq., Miller Faucher and Cafferty LLP, 30 North LaSalle Street, Suite 3200,

Chicago, Illinois 60602, on behalf of the Lead Plaintiff and the Class ; and Christopher Q . King,

Esq., Sonnenschein Nath & Rosenthal, 7800 Sears Tower, 233 South Wacker Drive, Chicago,

Illinois 60606-6404 and Walter C. Carlson, Esq., Sidley Austin LLP, One South Dearborn

Street, Chicago, Illinois 60603 on behalf of the Defendants . Attendance at the hearing is not

necessary; however, persons wishing to be heard orally in opposition to the approval ofthe

Settlement, the Plan of Allocation, the request for attorneys' fees, and/or for the reimbursement

of expenses to the Lead Plaintiff are required to indicate in their written objection their intention

to appear at the hearing. Persons who intend to object to the Settlement, the Plan of Allocation,

and/or counsel's application for an award of attorneys' fees and expenses and desire to present

evidence at the Settlement Fairness Hearing must include in their written objections the identity

of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the

Settlement Fairness Hearing. Any Class Member who does not make his, her or its objection in

the manner provided shall be deemed to have waived such objection and shall forever be

foreclosed from making any objection to the fairness or adequacy of the proposed settlement as

incorporated in the Stipulation, the award of attorneys' fees and reimbursement of expenses t o

-7-


Lead Counsel, and/or the reimbursement of expenses to the Lead Plaintiff, unless otherwise

ordered by the Court . Class Members do not need to appear at the hearing or take any other

action to indicate their approval .

11 . Pending final determination of whether the Settlement should be approved, the

Lead Plaintiff, all Class Members, and each of them, and anyone who acts or purports to act on

their behalf, shall not institute, commence or prosecute any action which asserts any Settled

Claims against any Released Party (except that this provision shall not prevent any derivative

plaintiff in an action that was pending as of May 17, 2006 from continuing to assert such

derivative claim) . This Action shall remain stayed, pursuant to this Court's order of May 31,

2006, through the Court's ruling on this Settlement, except as to any proceedings relating to the

matters herein.

12. Pursuant to the Stipulation, Sears shall pay the Claims Administrator all

reasonable costs and expenses of class notice and settlement administration without further order

of the Court.

13 . If any specified condition to the Settlement set forth in the Stipulation is not

satisfied and Lead Plaintiffs Counsel or Defendants' Counsel elects to terminate the Settlement

as provided in paragraph 21 of the Stipulation, then, in any such event, the Stipulation, including

any amendment(s) thereof, and this Preliminary Order shall be null and void, of no further force

or effect, and without prejudice to any party, and may not be introduced as evidence or referred

to in any actions or proceedings by any person or entity, and each party shall be restored to his,

her or its respective position as it existed on the date of the Stipulation .

-8-


14. All funds held by the Escrow Agent shall be deemed and considered to be in the

custody of the Court, and shall remain subject to the jurisdiction of the Court, until such time as

such funds shall be distributed or returned pursuant to the Stipulation and/or further order(s) of

the Court .

15. The Court retains exclusive jurisdiction over the Action to consider all further

matters arising out of or connected with the Settlement .

Dated : Chicago , Il linois7- cR (o - 2006

Honorable Elaine E . BuckloUNITED STATES DISTRICT JUDG E

-9-

EXHIBIT A - 1

UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLINOI S

EASTERN DIVISION

IN RE SEARS , ROEBUCK AND CO .SECURITIES LITIGATION ) No. 02 C 07527

Judge Elaine E . Bucklo

THIS DOCUMENT RELATES TO : )ALL ACTIONS

NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTION,MOTION FOR ATTORNEYS ' FEES AND SETTLEMENT FAIRNESS HEARIN G

If you purchased the securities of Sears, Roebuck and Co . ("Sears") between October 24, 2001 and October 17,2002, inclusive, then you could get a payment from a class action settlement .

A federal court authorized this notice. This is not a solicitation from a lawyer .

• The settlement will provide $215,000,000 for the benefit of investors who purchased the securities of Sears,Roebuck and Co . between October 24, 2001 and October 17, 2002, inclusive . The settlement also provides forall reasonable costs and expenses of class notice and settlement administration to be paid for by the defendants .

• The settlement resolves a lawsuit over whether Sears misled investors about its financial performance, conditionand prospects of Sears' credit card operations .

• Your legal rights are affected whether you act or do not act . Read this notice carefully.

YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT :SUBMIT A CLAIM FORMBY JANUARY 5, 2007 The only way to get a payment .

OBJECT BY NOVEMBER 20, 2006 Write to the Cou rt about why you do not like the settlement .GO TO A HEARING O NDECEMBER 8, 2006 Ask to speak in Court about the sett lement .

DO NOTHING Get no payment . Give up rights .

• These rights and options - and the deadlines to exercise them - are explained in this notice .

• The Court in charge of this case still has to decide whether to approve the settlement . Payments will be made ifthe Court approves the settlement and after appeals are resolved . Please be patient .

SUMMARY NOTIC E

Statement of Plaintiff Recover y

Pursuant to the settlement described herein, upon the Court's approval of the settlement, the defendants will cause apayment to be made into escrow for the benefit of the Class, of an amount (the "Settlement Amount") equal to TwoHundred Fifteen Million ($215,000,000) in cash . Defendants will also pay for the costs of class notice and settlementadministration . Plaintiffs estimate that there were approximately 113 .2 million shares of Sears common stock tradedduring the Class Period which may have been damaged . Plaintiffs estimate that the average recovery per damagedshare of Sears common stock under the settlement is $1 .90 per damaged share before deduction of Court-awardedattorneys' fees and expenses' . Class Members who traded in Sears debt securities and/or options on Sears commonstock may also receive a payment from the Settlement Fund, but the various terms of those securities and availabl e

1 An allegedly damaged share might have been traded more than once during the Class Period, and the indicated averagerecovery would be the total for all purchasers of that share . Trading information is not reliably available with respect to Sears DebtSecurities or options on Sears stock and the above estimate provides that approximately 5% of the proceeds may be allocated to SearsDebt Security purchasers and Sears options traders .

records concerning such debt and option transactions do not permit an estimate to be provided concerning the number ofaffected securities or the recovery on those debt security or option transactions . A Class Member's actual recovery will bea proportion of the Net Settlement Fund determined by that claimant's Recognized Claim as compared to the totalRecognized Claims of all Class Members who submit acceptable Proofs of Claim . Depending on the number of claimssubmitted, when during the Class Period a Class Member purchased shares of Sears common stock or other securities,the purchase price paid, and whether those securities were held at the end of the Class Period or sold during the ClassPeriod, and, if sold, when they were sold and the amount received, an individual Class Member may receive more or lessthan this average amount . See the Plan of Allocation beginning on page 10 for more information on your RecognizedClaim .

Statement of Potential Outcome of Case

The parties disagree on both liability and damages and do not agree on the average amount of damages per share thatwould be recoverable if plaintiffs were to have prevailed on each claim alleged . Plaintiffs estimated that if they were ableto prove liability and the fact finder found most favorably for Plaintiffs and the Class the potential damage award could beas high as approximately $2 billion . The Defendants deny that they are liable to the plaintiffs or the Class, deny thatplaintiffs or the Class have suffered any damages, and deny plaintiffs' estimate of damages .

Statement of Attorneys' Fees and Costs Sough t

Plaintiffs' Counsel are moving the Court to award attorneys' fees equal to approximately fourteen point eight percent(14 .8%) of the value of the Settlement, and for reimbursement of expenses incurred in connection with the prosecution ofthis Action in the approximate amount of $4 million . The requested fee award is based on a formula that was negotiatedat the outset of the litigation by the Lead Plaintiff, the Department of the Treasury of the State of New Jersey and itsDivision of Investment, a sophisticated investor and litigant, and that was also disclosed to the Court at the outset of thelitigation . The requested fees and expenses would amount to an average of 31 .7¢ per damaged share . Application willalso be made for reimbursement to the Lead Plaintiff for an amount not to exceed $35,000 for reimbursement of itsreasonable costs and expenses (including lost wages) directly relating to its representation of the Class, includingparticipation in and/or supervision of the litigation and settlement negotiations . Plaintiffs' Counsel have expendedconsiderable time and effort in the prosecution of this litigation on a contingent fee basis, and have advanced theexpenses of the litigation, in the expectation that if they were successful in obtaining a recovery for the Class they wouldbe paid from such recovery . In this type of litigation it is customary for counsel to be awarded a percentage of thecommon fund recovery as their attorneys' fees .

Further Information

Further information regarding the Action and this Notice may be obtained by contacting Lead Plaintiffs Counsel : GeorgeA. Bauer III, Esq ., Milberg Weiss Bershad & Schulman LLP, One Pennsylvania Plaza, New York, New York 10119-0165,Telephone (212) 594-5300, or Marvin A . Miller, Esq., Miller Faucher and Cafferty LLP, 30 North LaSalle Street, Suite3200, Chicago, Illinois 60602, Telephone (312) 782-4880 .

Reasons for the Settlement

The principal reason for the settlement is the benefit to be provided to the Class now. This benefit must be compared tothe risk that no recovery might be achieved after a contested trial and likely appeals, possibly years into the future . Forthe Defendants, who deny all allegations of wrongdoing or liability whatsoever, the principal reason for the settlement is toeliminate the expense, risks, and uncertain outcome of the litigation . See also discussion at "Why Is There a Settlement"beginning on page 4 below .

[END OF COVER PAGE]

WHAT THIS NOTICE CONTAIN S

Table of ContentsPage

SUMMARY NOTICE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Statement of Plaintiff Recovery . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1Statement of Potential Outcome of Case . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Statement of Attorneys' Fees and Costs Sought . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Further Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2Reasons for the Settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

BASIC INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1 . Why did I get this notice package? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 . What is this lawsuit about ? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 . Why is this a class action? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44 . Why is there a settlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

WHO IS IN THE SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55. How do I know if I am pa rt of the se tt lement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 . Are there exceptions to being included? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 . What if I am still not sure if I am included? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

THE SETTLEMENT BENEFITS - WHAT YOU GET . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58 . What does the se ttlement provide? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59 . How much will my payment be? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIM FORM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 610 . How can I get a payment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 611 . When would I get my payment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 612 . What am I giving up to get a payment? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

NO FURTHER EXCLU SION FROM THE CLASS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 713 . Can I exclude myself from the Class now? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 714 . If I previously excluded myself , can I get money from the proposed se tt lement? . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

THE LAWYERS REPRESENTING YOU . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 715 . Do I have a lawyer in this case? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 716 . How will the lawyers be paid? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

OBJECTING TO THE SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 817 . How do I tell the Cou rt that I do not like the proposed se ttlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

THE COURT'S SETTLEMENT FAIRNESS HEARING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 918 . When and where will the Cou rt decide whether to approve the proposed se ttlement? . . . . . . . . . . . . . . . . . . 919 . Do I have to come to the hearing? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 920 . May I speak at the hearing? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

IF YOU DO NOTHING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 021 . What happens if I do nothing at all? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 0

GETTING MORE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 022 . Are there more details about the proposed se ttlement? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .1 023 . How do I get more information? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0

PLAN OF ALLOCATIO N OF NET SETTLEMENT FUND AMONG CLASS MEMBERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 0SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 0

BASIC INFORMATION

1 . Why did I get this notice package ?

You or someone in your family may have purchased the securities of Sears, Roebuck and Co . between October 24, 2001and October 17, 2002, inclusive .

The Court directed that this Notice be sent to Class Members because they have a right to know about a proposedsettlement of a class action lawsuit, and about all of their options, before the Court decides whether to approve thesettlement . If the Court approves the settlement, and after objections and appeals are resolved, an administratorappointed by the Court will make the payments that the settlement allows .

This package explains the lawsuit, the settlement, Class Members' legal rights, what benefits are available, who is eligiblefor them, and how to get them .

The Court in charge of the case is the United States District Court for the Northern District of Illinois, Eastern Division, andthe case is known as In re Sears, Roebuck and Co. Securities Litigation, No. 02 C 07527 . This case was assigned toUnited States District Judge Elaine E . Bucklo. The people who sued are called plaintiffs, and the company and theofficers and directors they sued, Sears Roebuck and Co . ("Sears"), Alan J . Lacy, Glenn R. Richter, Paul J . Liska, ThomasE. Bergmann, Kevin T. Keleghan and K .R. Vishwanath (the "Individual Defendants"), are called the Defendants .

2. What is this lawsuit about ?

The Consolidated Amended Class Action Complaint for Violations of Federal Securities Laws dated June 16, 2003 (the"Complaint") filed in the Action generally alleges , among other things , that Defendants issued materially false andmisleading press releases and other statements regarding Sears ' financial condition during the Class Period - October24, 2001 through and including October 17, 2002 - in a scheme to artificially inflate the value of Sears securities .

The allegations of the Complaint focus on Sears' credit card operations, which (until Sears sold its credit card operationsin 2003) managed one of the largest credit card businesses in the United States, and which had issued billions of dollars'worth of credit to holders of Sears' traditional private label store credit card and to holders of Sears' more recentlyintroduced general purpose credit card .

More specifically, the Complaint alleges that, during the Class Period, the Defendants concealed material adverseinformation concerning the financial condition, performance and prospects of Sears' credit card operations, and thatDefendants issued a series of falsely positive statements in which, inter alia, they allegedly: (i) misrepresented theperformance and quality of Sears' credit card operations and concealed the deteriorating condition of those operations ; (ii)misled the investing public into believing that the delinquency and charge-off rates of Sears' credit card products werecomparable to, or better than, those of other leading credit card issuers ; and (iii) failed to disclose that Sears' reserves forbad credit card debt were materially inadequate . The Complaint alleges that these alleged material misrepresentationsand omissions caused Sears' public statements issued during the Class Period to be materially false and misleading, inviolation of the federal securities laws .

The Complaint further alleges that Lead Plaintiff and other Class Members purchased Sears securities during the ClassPeriod at prices artificially inflated as a result of the Defendants' dissemination of materially false and misleadingstatements regarding Sears, allegedly in violation of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934, andRule 10b-5 promulgated thereunder.

The Defendants deny all allegations of misconduct contained in the Complaint, and deny having engaged in anywrongdoing whatsoever. The Defendants maintain that the allegedly false and misleading statements were truthful andnot misleading, and that all material facts were disclosed . In addition, the Defendants have asserted numerous affirmativedefenses.

3. Why is this a class action ?

In a class action, one or more persons or entities called class representatives sue on behalf of people who, the Courtdetermines, are similarly situated . In this case the class representative is the Lead Plaintiff, namely the Department of theTreasury of the State of New Jersey and its Division of Investment. Bringing a case, such as this one, as a class actionallows adjudication of many similar claims of persons and entities that might be economically too small to bring inindividual actions . One court resolves the issues for all Class Members, except for those who have excluded themselvesfrom the Class .

4 . Why is there a se ttlement?

On July 16, 2003, the Defendants moved to dismiss the Complaint. By Order dated October 23, 2003, the Court deniedthe Defendants' motions to dismiss . This ruling assumed the truth of the allegations of the Complaint and did not makefactual findings .

Since November 2003, when the Court denied the defendants' motion to dismiss, the parties have engaged in extensivediscovery proceedings relating to the claims asserted in the Complaint . During this period, Sears produced to the LeadPlaintiff and its counsel over 4 .5 million pages of documents and 1 .45 gigabytes of electronic data files, which includedvoluminous internal Sears emails and data relating to Sears' credit card operations . In addition, Plaintiffs' Counselobtained and reviewed approximately 50,000 additional pages of documents that it subpoenaed from over a dozen thirdparties (including Sears outside auditors) relating to Sears' credit card operations . Plaintiffs' Counsel also took numerousdepositions of current or former officers, directors and/or employees of Sears, including the most senior executives inSears' credit card business during the Class Period . Plaintiffs Counsel also consulted extensively, over a more than two-year period, with experts in the credit card industry concerning the evidence developed in the course of pre-trial discovery .

Throughout the litigation, Sears and the other Defendants have vigorously disputed Plaintiffs' allegations that Sears or theIndividual Defendants made any public statements that misrepresented the financial condition or performance of Sears'credit card operations. In addition, Defendants assert that all of their public statements were truthful and made in goodfaith, and deny that any such statements were made with knowing or reckless disregard for the truth (as is required toestablish liability), and deny that any member of the Class was harmed by them or their actions in any way .

In the spring of 2006, Lead Plaintiff (the Department of the Treasury of the State of New Jersey and its Division ofInvestment) and Plaintiffs' Counsel reached an agreement in principle with Defendants and Defendants' Counsel on theterms of the settlement discussed in this Notice, subject to Court approval . The settlement in principle was reached onlyafter lengthy mediation proceedings supervised by a retired federal district court judge .

The Court in this Action did not decide in favor of Plaintiffs or in favor of Defendants . Instead, both sides agreed to asettlement . That way, both sides avoid the inherent risks and significant additional costs of a trial and any appeals, andClass Members who suffered losses on their transactions in Sears securities during the Class Period will getcompensation. The Lead Plaintiff and its counsel believe, after weighing the risks and opportunities of further litigationagainst the benefits of the proposed $215 million settlement (which, in addition, requires defendants to pay for allreasonable costs and expenses of class notice and settlement administration), that the proposed settlement represents asignificant recovery for the Class and is the best interests of all Class Members .

WHO IS IN THE SETTLEMEN T

To see if you will get money from this settlement, you first have to determine if you are a Class Member .

5. How do I know if I am part of the settlement ?

The Court decided that everyone who fits this description is a Class Member : all purchasers of the securities of Sears,Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive.

6. Are there exceptions to beina included ?

Excluded from the Class are defendants, the officers and directors of Sears at all relevant times, members of theirimmediate families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants haveor had a controlling interest.

A prior notice of the pendency of this Action ("Notice of Pendency") was mailed to Class Members beginning on March 18,2005 and a summary notice was published in the national edition of The Wall Street Journal on March 25, 2005. If yousubmitted a request for exclusion in response to the prior Notice of Pendency, then you are excluded from the Class andmay not submit a Proof of Claim form to participate in the settlement.

If one of your mutual funds purchased Sears securities during the Class Period, that alone does not make you a ClassMember. You are a Class Member only if you directly purchased Sears securities during the Class Period . Check yourinvestment records or contact your broker to see if you purchased Sears securities during the Class Period .

Except with respect to put options written during the Class Period, if you sold Sears securities during the Class Period,that alone does not make you a Class Member . You are a Class Member only if you purchased your Sears securitiesduring the Class Period (or wrote (sold) put options on Sears common stock) .

17. What if I am still not sure if I am included ?

If you are still not sure whether you are included, you can ask for free help . You can call 1-800-364-0216 or visitwww.gardencitygroup.com for more information . Or you can fill out and return the Proof of Claim form described onpage 6, in question 10, to see if you qualify . You may also wish to contact your own attorney .

THE SETTLEMENT BENEFITS - WHAT YOU GET

8. What does the settlement provide?

In exchange for the settlement and dismissal of the Action, Defendants have agreed that upon the Court's approval of thesettlement, they will cause the Settlement Amount (a payment equal to Two Hundred Fifteen Million ($215,000,000) incash, plus an amount equal to 90 day U .S. Treasury Bill interest from August 15, 2006) to be paid into escrow for thebenefit of the Class . The Settlement Amount, after deducting fees and expenses approved by the Court, will be dividedamong Class Members who send in a valid Proof of Claim form .

Sears also agreed to pay all reasonable costs of notice and settlement administration, including the administration costsof distributing the Net Settlement Fund .

9. How much will my payment be?

Your share of the fund will depend on the total Recognized Claims represented by the valid Proof' of Claim forms thatClass Members send in, how many Sears securities you bought, how much you paid for them, and when you bought andwhether or when you sold them, and if so for how much you sold them .

5

You can calculate your Recognized Claim in accordance with the formula shown below in the Plan of Allocation . It isunlikely that you will get a payment for all of your Recognized Claim . After all Class Members have sent in their Proof ofClaim forms, the payment you get will be a part of the Net Settlement Fund equal to your Recognized Claim divided by thetotal of everyone's Recognized Claims. See the Plan of Allocation beginning on page 10 for more information on yourRecognized Claim .

HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIM FORM

110 . How can I get payment ?

To qualify for a payment, you must send in a Proof of Claim form . A Proof of Claim form is being circulated with thisNotice . You may also get a Proof of Claim form on the Internet at www.gardencitygroup.com. Read the instructionscarefully, fill out the Proof of Claim form, include all the documents the form asks for, sign it, and mail it postmarked nolater than January 5, 2007 .

11 . When would I get my payment?

The Court will hold a hearing at 1 :30 p.m. on Friday, December 8, 2006, to decide whether to approve the settlement . Ifthe Court approves the settlement, there may then be appeals . It is always uncertain whether these appeals can beresolved, and resolving them can take time, perhaps more than a year. It also takes time for all the Proofs of Claim to beprocessed . Please be patient .

112. What am I giving up to get payment?

Upon the "Effective Date" (as defined below), you, on behalf of yourself, your heirs, agents, executors, administrators,beneficiaries, predecessors, successors and assigns, will release all "Settled Claims" (as defined below) against the"Released Parties" (as defined below). In addition, the Order and Final Judgment shall provide that all Class Memberscovenant not to sue any of the Released Parties directly, indirectly, or derivatively with respect to any of the SettledClaims (although this will not prevent any derivative plaintiff in an action that was pending on May 17, 2006 fromcontinuing to assert any such derivative claim) .

The "Effective Date" means the date when an Order entered by the Court approving the settlement becomes final and notsubject to appeal .

"Settled Claims" means any and all claims, debts, demands, rights or causes of action or liabilities whatsoever (including,but not limited to, any claims for damages, interest, attorneys' fees, expert or consulting fees, and any other costs,expenses, amounts, or liability whatsoever), whether based on federal, state, local, statutory or common law or any otherlaw, rule or regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at law or in equity,matured or un-matured, whether class, or individual in nature, including both known claims and "Unknown Claims" (asdefined below) (i) that have been asserted in the Action against any of the Released Parties, or (ii) that could have beenasserted in the Action or in any forum by the Class members or any of them, or by their heirs, agents, executors,administrators, beneficiaries, predecessors, successors and assigns (in their capacities as such), against any of theReleased Parties, which arise out of or are related to (x) the allegations, transactions, facts, matters or occurrences,representations or omissions, including any public statement by any Defendant during the Class Period, involved, setforth, or referred to in the Complaint, and (y) any purchase or sale of the securities of Sears or rights to purchase or sellsuch securities during the period October 24, 2001 through October 17, 2002, (provided, however, that "Settled Claims"does not mean or include claims asserted by or on behalf of purchasers of Sears Roebuck Acceptance Corp . debtsecurities in Thomas G. Ong v. Sears, Roebuck and Co. et al., No. 03 C 04142 (N .D. III .), claims under the EmployeeRetirement Income Security Act ("ERISA") which are not common to all Class Members, and claims asserted in In reSears, Roebuck and Co . ERISA Litigation, No. 02 C 8324 (N .D. III .) ("ERISA Litigation"), except that no double recoverymay be obtained in the ERISA Litigation by any member of the Class for the same claims or injury alleged in this Action) .

"Unknown Claims" means any and all Settled Claims which Lead Plaintiff or any Class Member does not know or suspectto exist in his, her or its favor at the time of the release of the Released Parties . With respect to any and all SettledClaims, upon the Effective Date, the Lead Plaintiff and the Defendants shall expressly waive, and each Class Membershall be deemed to have waived, and by operation of the Judgment shall have expressly waived, any and all provisions,rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, which issimilar, comparable, or equivalent to Cal . Civ. Code § 1542, which provides :

A general release does not extend to claims which the creditor does not know or suspect to exist in his orher favor at the time of executing the release, which if known by him or her must have materially affectedhis or her settlement with the debtor.

Lead Plaintiff and Defendants acknowledge, and Class Members by operation of law shall be deemed to haveacknowledged, that the inclusion of "Unknown Claims" in the definition of "Settled Claims" was separately bargained forand was a key element of the settlement .

"Released Parties" means any and all of the Defendants, their past or present subsidiaries, parents, affiliates, successorsand predecessors, and the officers, directors, agents, employees, attorneys, auditors, accountants, insurers andre-insurers, legal representatives, heirs, executors, administrators, successors in interest or assigns of any of theforegoing .

In addition the Order and Final Judgment shall provide that all Class Members covenant not to sue any of the ReleasedParties directly, indirectly, or derivatively with respect to any of the Settled Claims (except that such covenant shall notprevent any derivative plaintiff in an action that was pending on May 17, 2006 from continuing to assert such derivativeclaim) .

NO FURTHER EXCLUSION FROM THE CLAS S

The Court previously certified this litigation to proceed as a class action on behalf of all purchasers of the securities ofSears, Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive. As described in the prior Notice ofPendency and the prior summary notice, Class Members were provided the opportunity, until June 16, 2005, to electeither to exclude themselves from the Class for all purposes or to remain as members of the Class and be bound by theseproceedings . The settlement does not provide for any new right to be excluded from the Class . If the settlement isapproved, it will be binding on all Class Members .

The persons and entities who previously requested exclusion from the Class are excluded from the Class for purposes ofthis settlement. Class Members who did not request exclusion in response to the Notice of Pendency may not nowrequest exclusion from the Class .

If you previously submitted a request for exclusion from the Class in accordance with the prior Notice of Pendency, thenyou may not submit a Proof of Claim form to participate in the settlement herein .

113. Can I exclude myself from the Class now ?

No. Pursuant to the prior Notice of Pendency, Class Members were allowed to request exclusion until June 16, 2005 .The settlement does not provide another opportunity to request exclusion . As described in question 17 below, ClassMembers may object to the settlement .

114. If I previously excluded myself, can I get money from the proposed settlement?

No. If you previously excluded yourself, you cannot get money from the proposed settlement . Do not send in a claimform to ask for any money .

THE LAWYERS REPRESENTING YOU

115 . Do I have a lawyer in this case?

The Court ordered that the law firm of Milberg Weiss Bershad & Schulman LLP2 in New York, New York would representall Class Members. These lawyers are called Lead Plaintiffs Counsel . You will not be separately charged for theselawyers . The Court will determine the amount of Lead Plaintiffs Counsel's fees and expenses, which will be paid from theGross Settlement Fund . If you want to be represented by your own lawyer, you may hire one at your own expense .

2 On May 18, 2006 in the United States District Court for the Central District of California (Los Angeles), Milberg Weiss Bershad& Schulman LLP and two of its partners were named as defendants in an indictment . The indictment alleges that, in certain caseswhich are identified in the indictment, portions of attorneys' fees awarded to Milberg Weiss Bershad & Schulman LLP were improperlyshared with certain plaintiffs . The indictment does not refer to this action, and makes no allegations of any impropriety in the conduct ofthis action . Milberg Weiss Bershad & Schulman LLP and the two partners have pled not guilty, and have publicly stated that they areinnocent and intend to vigorously fight the charges.

116 . How will the lawyers be paid?

Lead Plaintiffs Counsel are moving the Court to award attorneys' fees from the Gross Settlement Fund in an amount ofapproximately fourteen point eight percent (14 .8%) of the amount of the Settlement Fund as reduced by litigationexpenses and as increased by interest, plus 12% of the value to the Class of the Defendants' agreement to pay thereasonable costs and expenses of class notice and settlement administration . Lead Plaintiffs Counsel are also movingthe Court to award them reimbursement of their litigation expenses in the approximate amount of $4 million, plus intereston such litigation expenses at the same rate as earned by the Settlement Fund . The requested fee award is based on aformula that was negotiated at the outset of the litigation by the Lead Plaintiff, the Department of the Treasury of the Stateof New Jersey and its Division of Investment, a sophisticated investor and litigant, and that was also disclosed to theCourt at the outset of the litigation . Lead Plaintiffs Counsel, without further notice to the Class, may subsequently applyto the Court for fees and expenses incurred in connection with administering and distributing the settlement proceeds tothe members of the Class and any proceedings subsequent to the Settlement Fairness Hearing . Sears has agreed to payall reasonable costs and expenses of class notice and settlement administration (but not attorneys' fees incurred inconnection with the administration and distribution of the Settlement Fund proceeds to the Class Members) .

Lead Plaintiffs Counsel are also moving the Court to award a payment of up to $35,000 to the Court-appointed LeadPlaintiff and Class Representative, The Department of the Treasury of the State of New Jersey and its Division ofInvestment and its internal counsel from the Office of the Attorney General of the State of New Jersey, for the reasonablecosts and expenses (including lost wages) directly relating to its representation of the Class, including its participation inthe litigation and supervision of settlement negotiations .

OBJECTING TO THE SETTLEMEN T

You can tell the Court that you do not agree with the settlement or some part of it .

117. How do I tell the Court that I do not like the proposed settlement?

If you are a Class Member you can object to the settlement or any of its terms, the proposed Plan of Allocation, theapplication by Lead Plaintiffs Counsel for an award of fees and expenses and/or the request by Lead Plaintiff forreimbursement of its costs and expenses . You may write to the Court setting out your objection . You may give reasonswhy you think the Court should not approve any or all of the settlement terms or arrangements . The Court will consideryour views if you file a proper objection within the deadline identified, and according to the following procedures .

To object, you must send a signed letter stating that you object to the proposed settlement in the In re Sears, Roebuckand Co. Securities Litigation, No. 02 C 07527. Be sure to include your name, address, telephone number, and yoursignature, identify the date(s), price(s), and number(s) of shares of all purchases and sales of Sears securities that youmade during the Class Period, and state the reasons why you object to the settlement . Your objection must be filed withthe Court, and must also be served on (sent to) all the following counsel on or before November 20, 2006 at theaddresses shown below:

COURT :

Clerk of the CourtUnited States District Court for the Northern District of Illinois, Eastern DivisionEverett McKinley Dirksen Buildin gRoom 2044219 South Dearborn StreetChicago, Illinois 6060 4

LEAD PLAINTIFF 'S COUNSEL:

George A . Bauer III, Esq .Milberg Weiss Bershad & Schulman LLPOne Pennsylvania PlazaNew York, NY 10119-0165

PLAINTIFF'S LIAISON COUNSEL

Marvin A. Miller, Esq .Miller Faucher and Cafferty LLP30 North LaSalle StreetSuite 3200Chicago, IL 60602

DEFENDANTS' COUNSEL :

Christopher Q . King, Esq .Sonnenschein Nath & Rosenthal LLP7800 Sears Tower233 South Wacker DriveChicago, Illinois 6060 6

Counsel for Defendants Sears Roebuck and Co .,Alan Lacy, Glenn Richter, Paul Liska and ThomasBergmann

Walter C . Carlson, Esq .Sidley Austin LLPOne South Dearborn StreetChicago, IL 60603

Counsel for Defendants Kevin Keleghan and K .R. Vishwanath

You do not need to go to the Settlement Fairness Hearing to have your written objection considered by the Court . At theSettlement Fairness Hearing, any Class Member who (1) has not previously submitted a request for exclusion from theClass and (2) has complied with the procedures set out in this response and in the response to question 20 below for filingwith the Court and providing to the counsel for Plaintiffs and Defendants a statement of an intention to appear at theSettlement Fairness Hearing may also appear and be heard, to the extent allowed by the Court, to state any objection tothe settlement, the Plan of Allocation or Lead Plaintiffs Counsel's motion for an award of attorney's fees andreimbursement of expenses . Any such objector may appear in person or arrange, at that objector's expense, for a lawyerto represent the objector at the Hearing .

THE COURT'S SETTLEMENT FAIRNESS HEARIN G

The Court will hold a hearing to decide whether to approve the proposed settlement . You may attend and you may ask tospeak, but you do not have to .

118. When and where will the Cou rt decide whether to approve the proposed settlement ?

The Court will hold a Settlement Fairness Hearing at 1 :30 p . m. on Friday, December 8, 2006 , at the United StatesDistrict Court for the Northern District of Illinois, Eastern Division, Everett McKinley Dirksen Building, Courtroom 1441, 219South Dearborn Street, Chicago, Illinois 60604 . At this hearing the Court will consider whether the settlement is fair,reasonable and adequate . At the Settlement Fairness Hearing, the Court also will consider the proposed Plan ofAllocation for the proceeds of the settlement and the application of Lead Plaintiffs Counsel for attorneys' fees andreimbursement of expenses . The Court will take into consideration any written objections filed in accordance with theinstructions in the response to question 17 . The Court also may listen to people who have properly indicated, within thedeadline identified above, an intention to speak at the hearing ; but decisions regarding the conduct of the hearing will bemade by the Court. See question 20 for more information about speaking at the hearing. The Court may also decide howmuch to pay to Plaintiffs' Counsel . After the hearing, the Court will decide whether to approve the settlement . We do notknow how long these decisions will take .

You should be aware that the Court may change the date and time of the Settlement Fairness Hearing . Thus, if you wantto come to the hearing, you should check with Lead Plaintiffs Counsel before coming to be sure that the date and/or timehas not changed .

119. Do I have to come to the hearing?

No. Plaintiffs' Counsel will answer questions the Court may have . But, you are welcome to come at your own expense. Ifyou send an objection, you do not have to come to Court to talk about it . As long as you filed your written objection ontime, the Court will consider it . You may also pay your own lawyer to attend, but it is not necessary . Class Members donot need to appear at the hearing or take any other action to indicate their approval .

20. May I speak at the hearing?

If you object to the settlement , you may ask the Court for permission to speak at the Sett lement Fairness Hearing . To doso, you must include with your objection (see response to question 17 above ) a statement stating that it is your " Notice ofIntention to Appear in In re Sears, Roebuck and Co . Securities Litigation , No. 02 C 07527." Persons who intend to objectto the sett lement, the Plan of Allocation , and/or counsel 's application for an award of a ttorneys' fees and expenses anddesire to present evidence at the Sett lement Fairness Hearing must include in their wri tten objections the identity of anywitnesses they may call to testify and exhibits they intend to introduce into evidence at the Settlement Fairness Hearing .You cannot speak at the hearing if you excluded yourself from the Class or if you have not provided written notice of yourintention to speak at the Sett lement Fairness Hearing by the deadline identified , and in accordance with the proceduresdescribed in this response and the response to question 17 above .

IF YOU DO NOTHIN G

21 . What happens if I do nothing at all ?

If you do nothing, you will get no money from this settlement . To share in the Net Settlement Fund you must submit aProof of Claim form (see question 10) .

The Order and Final Judgment approving the settlement will dismiss the Action and settle all Class Members' SettledClaims as against all Released Parties . Whether or not they submit a Proof of Claim form, all Class Members will bebarred and enjoined from starting a lawsuit or continuing with a lawsuit against Defendants or the Released Parties thatare based on the Settled Claims in this case .

GETTING MORE INFORMATIO N

22. Are there more details about the proposed settlement?

This notice summarizes the proposed settlement . More details are in a Stipulation and Agreement of Settlement datedSeptember 14, 2006 (the "Stipulation") . You can get a copy of the Stipulation by visiting www.-gardencityaroup.com .

You also can call the Claims Administrator at 1-800-364-0216 toll free ; write to In re Sears, Roebuck and Co . SecuritiesLitigation, c/o The Garden City Group, Inc ., Claims Administrator, P .O. Box 9000 #6228, Merrick, New York 11566-9000 ;or visit the website at www.gardencitygroup.com, where you will find answers to common questions about thesettlement, a Proof of Claim form, plus other information to help you determine whether you are a Class Member andwhether you are eligible for a payment .

23. How do I get more information?

For even more detailed information concerning the matters involved in this Action, reference is made to the pleadings, tothe Stipulation, to the Orders entered by the Court and to the other papers filed in the Action, which may be inspected atthe Office of the Clerk of the United States District Court for the Northern District of Illinois, Eastern Division, EverettMcKinley Dirksen Building, Room 2044, 219 South Dearborn Street, Chicago, Illinois 60604, during regular businesshours .

PLAN OF ALLOCATION OF NET SETTLEMENT FUND AMONG CLASS MEMBERS

The $215,000,000 Cash Settlement Amount and the interest earned thereon shall be the Gross Settlement Fund . TheGross Settlement Fund, less all taxes, approved costs, attorneys' fees and expenses (the "Net Settlement Fund") shall bedistributed to members of the Class who submit acceptable Proofs of Claim ("Authorized Claimants") .

The Claims Administrator shall determine each Authorized Claimant's pro rata share of the Net Settlement Fund basedupon each Authorized Claimant's "Recognized Claim ." The Recognized Claim formula is not intended to be an estimateof the amount of what a Class Member might have been able to recover after a trial ; nor is it an estimate of the amountthat will be paid to Authorized Claimants pursuant to the settlement . The Recognized Claim formula is the basis uponwhich the Net Settlement Fund will be proportionately allocated to the Authorized Claimants .

The following Plan of Allocation reflects the plaintiffs' contention that the price of the various Sears securities wereartificially inflated during the Class Period (October 24, 2001 through October 17, 2002) by various percentage amountsas various allegedly false and misleading positive statements were made by the Defendants, but that the inflation was firstpartly eliminated by disclosures made after the close of trading on Friday, October 4, 2002, and then completelyeliminated by disclosures made before the opening of trading on Thursday, October 17, 2002 .

The Plan also reflects Class Counsel's conclusions, based on their review of liability factors identified by plaintiffs' liabilityexperts, that it would be significantly harder to prove that defendants' positive statements from early in the Class Periodwere knowingly and materially false and misleading than it would be to prove that defendants' positive statements fromlater in the Class Period were knowingly and materially false and misleading . This is primarily because significantly moreadverse data trends and other information relating to the performance and condition of Sears credit card operationsbecame available in the later half of the Class Period compared to the earlier portions of the Class Period, with the resultthat claims that defendants made false or misleading positive statements on or after April 10, 2002 (when Sears firstcommented on the 1st quarter 2002 results of its credit card operations) would likely have been significantly easier toprove than claims that defendants made similar false or misleading positive statements concerning Sears' credit cardoperations before that date. Similarly, claims that defendants made false or misleading positive statements concerningSears' credit card operations on or after January 10, 2002 (when Sears first commented positively on the 4th quarter 200 1

10

results of its credit card operations) would likely have been significantly easier to prove than claims that defendants madesimilar false or misleading positive statements before that date .

A . Sears Common Stock

Plaintiffs' damages expert is of the opinion that the price of Sears common stock was inflated artificially by thefollowing percentage amounts as various disclosures were made during the Class Period :

Date Range10/24/2001 to 1/10/2002 to 4/10/2002 to 7/18/2002 to 8/9/2002 to 10/7/2002 10/8/2002 to1/9/2002 4/09/2002 7/17/2002 8/8/2002 10/4/2002 10/16/2002

Plaintiffs 'Contention of

32 9% 35 5% 38 3% 41 5% 42 9% 35 8% 32 0%Alleged . . . . . . .

Inflation (PCAI)

1 . For shares of Sears common stock purchased during the Period October 24, 2001 through andincluding January 9, 20023, AND :

(i) still owned as of the close of trading on January 14, 20034 , Recognized Claim shall be one-third (33 .3%)of the lesser of (a) the purchase price paid, including commissions, etc . (the "PPP") times the plaintiffs' contention ofalleged inflation ("PCAI") on the date of purchase (as shown in the above chart), or (b) the PPP less $25 .25 per share foreach share still held at the close of trading on January 14, 2003 (the 90-day look-back value) .

(ii) sold on or after October 17, 2002 through and including January 14, 2003 , Recognized Claim shall beone-third (33 .3%) of the least of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less the salesproceeds received, net of commissions (the "SPR"), or (c) the PPP less $25 .25 per share .

(iii) sold on or after October 5, 2002 through and including October 16, 2002, Recognized Claim shall be one-third (33 .3%) of the least of (a) the PPP times the PCAI on the date of purchase minus the SPR times the PCAI on thedate of sale, or (b) the PPP less the SPR, or (c) the PPP less $25 .25 per share .

(iv) sold on or before October 4, 2002, there is no Recognized Claim (zero) for such securities .

2. For shares of Sears common stock purchased during the Period January 10, 2002 through andincluding April 9, 20025, AND :

(i) still owned as of the close of trading on January 14, 2003 , Recognized Claim shall be two-thirds (66 .7%)of the lesser of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less $25 .25 per share.

(ii) sold on or after October 17, 2002 through and including January 14, 2003 , Recognized Claim shall betwo-thirds (66 .7%) of the least of (a) the PPP times the PCAI on the date of purchase , or (b) the PPP less the SPR, or(c) the PPP less $25 .25 per share .

3 As discussed above, Class Members faced a significantly greater risk in attempting to prove liability for purchases madeduring this period than later periods . The Recognized Claim amounts from purchases during this period are therefore discounted bytwo-thirds to reflect the greater risk that Class Members faced with respect to proving a claim based on purchases during this timeperiod .

4 Pursuant to Section 21(D)(e)(1) of the Private Securities Litigation Reform Act of 1995, "in any private action arising under thistitle in which the plaintiff seeks to establish damages by reference to the market price of a security, the award of damages to the plaintiffshall not exceed the difference between the purchase or sale price paid or received, as appropriate, by the plaintiff for the subjectsecurity and the mean trading price of that security during the 90-day period beginning on the date on which the information correctingthe misstatement or omission that is the basis for the action is disseminated ." $25.25 was the mean closing price of Sears commonstock during the 90-day look back period beginning on October 17, 2002 and ending on January 14, 2003.

5 As discussed above, Class Members faced a materially greater risk attempting to prove liability for purchases made during thisperiod compared to later periods, although such risks were materially less than with respect to purchases made prior to January 10,2002. The Recognized Claim amounts from purchases during this period are therefore discounted by one-third to reflect the relativerisk that Class Members faced with respect to proving a claim based on purchases during this time period .

11

(iii) sold on or after October 5, 2002 through and including October 16, 2002, Recognized Claim shall be two-thirds (66.7%) of the least of (a) the PPP times the PCAI on the date of purchase minus the SPR times the PCAI on thedate of sale, or (b) the PPP less the SPR, or (c) the PPP less $25 .25 per share .

(iv) sold on or before October 4, 2002, there is no Recognized Claim (zero) for such securities .

3. For shares of Sears common stock purchased during the Period April 10, 2002 through andincluding October 16, 2002 AND :

(i) still owned as of the close of trading on January 14, 2003 , Recognized Claim shall be the lesser of (a)the PPP times the PCAI on the date of purchase, or (b) the PPP less $25 .25 per share .

(ii) sold on or after October 17, 2002 through and including January 14, 2003 , Recognized Claim shall be theleast of (a) the PPP times the PCAI on the date of purchase, or (b) the PPP less the SPR, or (c) the PPP less $25 .25 pershare .

(iii) sold on or after October 5, 2002 through and including October 16, 2002, Recognized Claim shall be theleast of (a) the PPP times the PCAI on the date of purchase minus the SPR times the PCAI on the date of sale, or (b) thePPP less the SPR, or (c) the PPP less $25 .25 per share.

(iv) sold on or before October 4, 2002, there is no Recognized Claim (zero) for such securities.

B . Sears Debt Securities6

The following Plan of Allocation for Sears Debt Securities reflects the plaintiffs' contention that the prices of SearsDebt Securities were artificially inflated during the Class Period and that the declines in their prices, expressed as apercentage of their par value, on the following corrective disclosure dates : (1) October 7, 2002; (2) October 8, 2002; and(3) October 17, 2002 reflect the elimination of that inflation :

SIPupon

Rateturity

Date

ric edeclin e

(as apercentag e

of facevalue) o n10/7/2002

ricedeclin e

(as apercentag e

of facevalue) on10/8/2002

ricedeclin e

(as apercentag e

of facevalue) on

10/17/2002

Price declin e(as a

percentageof face

value) o n10/7/2002

An d10/8/2002Combined

Price declin e(as a

percentageof fac e

value) on10/8/2002

And10/17/2002Combined

MaximumLoss (as apercentag e

of facevalue) o n10/7/2002 ,10/8/200 2

An d10/17/2002Combined

90-DayLook bac k

Perio dAverag e

Price (as apercentag e

of facevalue )

(10/17/0 2Thr u

1/14/03)

A 812387BA5 9 .38% 11/1/2011 7.38 0.08 7.90 7 .46 7 .97 15.35 104 .8 5

B 812387883 6 .25% 1/15/2004 1 .40 0.05 2 .56 1 .45 2 .61 4.01 99.29

C 81238XBJ9 9 .08% 2/1/2012 7 .53 0.08 6 .69 7 .61 6 .76 14.29 105 .92

D 81238XBNO 10 .00% 2/3/2012 7 .80 0.08 6.94 7 .88 7 .02 14.82 111 .78

E 81238XBV2 9 .05% 2/6/2012 7 .53 0.08 6.68 7 .61 6 .76 14.29 105.74

F 81238XBY6 9 .05% 2/6/2012 7 .53 0.08 6.68 7 .61 6 .76 14.29 105.74

G 81238XBZ3 9 .20% 2/6/2012 n/a 0.09 6.73 0 .09 6 .81 6.81 106.69

H 81238XCE9 9 .17% 2/13/2012 n/a 0.09 6.73 0 .09 6 .82 6.82 106.5 1

81238XCH2 9.14% 2/13/2012 n/a 0.09 6.72 0 .09 6 .81 6.81 106.32

J 81238XCJ8 9.10% 2/13/2012 n/a 0.09 6.71 0 .09 6 .80 6.80 106.06

K 81238XCQ2 9.12% 2/13/2012 n/a 0 .09 6.71 0 .09 6 .80 6.80 106 .1 9

L 81238XCSB 9.00% 2/14/2012 n/a 0 .09 6.68 0 .09 6 .77 6.77 105.4 3

M 81238XCU3 9.08% 2/14/2012 n/a 0.09 6.70 0 .09 6 .79 6.79 105.94

rN 81238XCX7 9.03% 2/14/2012 n/a 0.09 6.69 0 .09 6 .78 6.78 105.62

O 81238XCZ2 9.09% 2/15/2012 n/a 0 .09 6.71 0 .09 6 .80 6.80 106

6 Debt securities issued by Sears ' finance subsidia ry, Sears Roebuck Acceptance Corp. ("SRAC") are not eligible for aRecognized Claim .

12

P 81238XDF5 9 .05% 2/20/2012 n/a 0.09 6.70 0 .09 6 .79 6.79 105 .7 5

Q 81238XDU2 8 .66% 10/2/2006 3.70 0.07 6 .48 3 .77 6 .55 10 .26 104 . 1

R 81238XDY4 9 .13% 2/27/2012 n/a 0.09 6 .74 0 .09 6 .82 6.82 106 .2 7

S 81238XEK3 9 .12% 3/1/2012 n/a 0.09 6 .74 0 .09 6 .83 6.83 106 .2 1

T 81238XEL1 9 .10% 2/28/2012 n/a 0.09 6.73 0 .09 6 .82 6 .82 106 .0 8

U 81238XEP2 9 .10% 3/1/2012 n/a 0.09 6.73 0 .09 6 .82 6 .82 106 .0 8

V 81238XFH9 9 .10% 3/12/2012 n/a 0 .09 6.75 0 .09 6 .84 6 .84 106 . 1

W 81238XFN6 8 .99% 3/16/2012 n/a 0 .09 6.72 0 .09 6 .81 6 .81 105 .3 9

X 81238XKEO 9 .18% 5/4/2011 7 .08 0.07 6.91 7 .15 6 .98 14 .06 106 .7 2

Y 81238XPGO 8.42% 12/10/02 0 .19 0 .01 0.01 0 .20 0 .03 0 .21 100 .2 1

Z 81238XPV7 6 .92% 5/12/2003 0 .61 0 .03 0.02 0 .64 0 .05 0 .66 101 .01

AA 81238XPW5 6 .91% 5/15/2003 0 .62 0 .03 0.02 0 .65 0 .05 0 .67 101 .03

BB 81238XQJ3 6.67% 7/7/2003 0 .76 0 .04 0 .03 0 .80 0 .06 0 .82 101 .1 5

CC 81238XQN4 6.63% 7/15/2003 0 .78 0 .04 0 .03 0 .82 0.06 0 .85 101 .1 7

DD 81238XQP9 6.64% 7/15/2003 0 .78 0 .04 0 .03 0 .82 0.06 0 .85 101 .1 8

EE 81238XQU8 6.56% 2/20/2003 0 .38 0 .01 0 .01 0 .39 0.03 0 .40 100 .39

FF 81238XQW4 6.54% 7/28/2003 0 .82 0 .04 0 .03 0 .86 0.07 0 .89 101 .1 8

GG 81238XQYO 6.66% 7/29/2003 0 .83 0 .03 0 .03 0 .86 0.07 0 .89 101 .2 6

HH 81238XQZ7 6 .76% 7/30/2003 0 .83 0 .04 0 .03 0 .87 0.07 0 .90 101 .33

II 81238XRA1 6 .76% 2/20/2003 0 .38 0 .01 0 .01 0 .39 0 .03 0 .40 100 .43

JJ 81238XRD5 6 .66% 8/5/2003 0 .85 0 .03 0 .03 0 .88 0 .07 0 .91 101 .26

KK 81238XRE3 6 .65% 2/20/2003 0 .38 0 .01 0 .01 0 .39 0.03 0 .40 100 .41

LL 81238XRFO 6 .65% 8/6/2003 0 .85 0 .03 0 .03 0 .88 0.07 0 .92 101 .2 6

MM 81238XRG8 6 .63% 8/11/2003 0 .86 0 .03 0 .04 0.90 0 .07 0 .93 101 .27

NN 81238XRJ2 6 .64% 8/13/2003 0 .87 0 .04 0 .04 0.90 0 .07 0 .94 101 .29

00 81238XRL7 6 .64% 8/18/2003 0 .88 0 .04 0 .04 0.92 0.08 0 .96 101 .31

PP 81238XRN3 6 .57% 8/19/2003 0 .88 0 .04 0 .04 0.92 0.08 0 .96 101 .27

QQ 81238XRTO 6 .34% 6/15/2004 1 .66 0 .06 2 .99 1 .72 3.04 4 .70 100 .25

RR 81238XRV5 6 .27% 9/8/2003 0.93 0 .04 0 .04 0.97 0 .08 1 .01 101 .09

SS 81238XRW3 6 .18% 9/16/2003 0 .95 0 .04 0 .04 0.99 0 .08 1 .03 101 .05

TT 81238XRX1 6 .16% 9/22/2003 0.97 0 .04 0 .04 1 .01 0 .08 1 .05 101 .06

UU 81238XRZ6 6 .25% 9/29/2003 0.99 0 .04 0 .04 1 .04 0 .09 1 .08 101 .1 5

W 81238XSAO 6 .15% 10/6/2003 1 .01 0 .05 0 .05 1 .06 0.09 1 .10 101 .09

WW 81238XTH4 8 .24% 10/20/04 2 .02 0 .07 5 .27 2.09 5.34 7 .36 103 .1 5

XX 81238XTJO 8 .23% 10/20/04 2 .02 0 .07 5 .27 2.09 5 .34 7 .36 103 .1 3

W 81238XTM3 8 .23% 10/21/04 2.02 0.07 5 .28 2.10 5 .35 7 .37 103 .1 4

ZZ 81238XTSO 8 .30% 10/26/04 2.04 0 .07 5 .32 2.11 5 .39 7 .43 103 . 5

AAA 812387F71 9 .60% 8/09/21 3.90 0 .04 6 .66 3.94 6 .70 10 .60 87 .4 3

BBB Physical 9 .22% 08/21/06 TBD7 TBD TBD TBD TBD TBD TB D

To be determined .

13

"Recognized Claims" on Sears Debt Securities purchased during the Class Period shall be calculated as follows :

1 . Sears Debt Securities purchased during the period October 24, 2001 through January 9 , 20028 ,AND :

(i) still owned as of the close of trading on January 14, 2003 (the end of the 90-Day Lookback Period),Recognized Claim shall be one third (33 .3%) of the lesser of : (a) the purchase price paid, including commission, etc., butexcluding any accrued interest paid on the purchase ("Debt-PPP") minus the 90-Day Lookback Period Average Pricepercentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of suchsecurities, or (b) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart)multiplied by the face amount of such securities .

(ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003 , RecognizedClaim shall be one third (33 .3%) of the least of : (a) the Debt-PPP minus the sales proceeds received, net of anycommissions, but excluding any accrued interest received on the sale (the "Debt-SPR"), or (b) the Debt-PPP minus the90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart)multiplied by the face amount of such securities, or (c) the Maximum Loss percentage for the particular Sears DebtSecurity (as shown in the above chart) multiplied by the face amount of such securities .

(iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002 , RecognizedClaim shall be one third (33 .3%) of the lesser of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Declinepercentage on October 7, 2002 plus the Price Decline percentage on October 8, 2002 for the particular Sears DebtSecurity (as shown in the above chart) multiplied by the face amount of such securities .

(iv) sold on October 7, 2002 , Recognized Claim shall be one third (33.3%) of the lesser of: (a) the Debt-PPPminus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 for the particular Sears Debt Security (asshown in the above chart) multiplied by the face amount of such securities .

(v) sold on or before October 6 . 2002 , there is no Recognized Claim (zero) for such securities .

2. Sears Debt Securities purchased during the period January 10, 2002 through and including April9,20029 AND:

(i) still owned as of the close of trading on January 14, 2003 , Recognized Claim shall be two thirds (66 .7%)of the lesser of: (a) the Debt-PPP minus the 90-Day Lookback Period Average Price percentage for the particular SearsDebt Security (as shown in the above chart) multiplied by the face amount of such securities, or (b) the Maximum Losspercentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of suchsecurities .

(ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003 , RecognizedClaim shall be two thirds (66 .7%) of the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the90-Day Lookback Period Average Price percentage for the particular Sears Debt Security (as shown in the above chart)multiplied by the face amount of such securities, or (c) the Maximum Loss percentage for the particular Sears DebtSecurity (as shown in the above chart) multiplied by the face amount of such securities .

(iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002 , RecognizedClaim shall be two thirds (66 .7%) of the lesser of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Declinepercentage on October 7, 2002 plus the Price Decline percentage on October 8, 2002 for the particular Sears DebtSecurity (as shown in the above chart) multiplied by the face amount of such securities .

(iv) sold on October 7, 2002 , Recognized Claim shall be two thirds (66 .7%) of the lesser of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 for the particular Sears Debt Security(as shown in the above chart) multiplied by the face amount of such securities .

(v) sold on or before October 6, 2002 , there is no Recognized Claim (zero) for such securities .

See footnote 3 above .

See footnote 5 above .

14

3. Sears Debt Securities purchased during the period April 10, 2002 through October 6, 2002 AND :

(i) still owned as of the close of trading on January 14, 2003 (the end of the 90-Day Lookback Period),Recognized Claim shall be the lesser of : (a) the Debt-PPP minus the 90-Day Lookback Period Average Price percentagefor the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities, or(b) the Maximum Loss percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by theface amount of such securities .

(ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003 , RecognizedClaim shall be the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90-Day LookbackPeriod Average Price percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by theface amount of such securities, or (c) the Maximum Loss percentage for the particular Sears Debt Security (as shown inthe above chart) multiplied by the face amount of such securities .

(iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002 , RecognizedClaim shall be the lesser of : (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7,2002 plus the Price Decline percentage on October 8, 2002 for the particular Sears Debt Security (as shown in the abovechart) multiplied by the face amount of such securities .

(iv) sold on October 7 . 2002, Recognized Claim shall be the lesser of : (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 7, 2002 for the particular Sears Debt Security (as shown in theabove chart) multiplied by the face amount of such securities.

(v) sold on or before October 6, 2002 , there is no Recognized Claim (zero) for such securities .

4. Sears Debt Securities purchased on October 7. 2002 AND :

(i) still owned as of the close of trading on January 14, 2003 , Recognized Claim shall be the lesser of: (a)the Debt-PPP minus the 90-Day Lookback Period percentage for the particular Sears Debt Security (as shown in theabove chart) multiplied by the face amount of such securities, or (b) the Price Decline percentage on October 8, 2002 andthe Price Decline percentage on October 17, 2002 for the particular Sears Debt Security (as shown in the above chart)multiplied by the face amount of such securities .

(ii) sold during the period October 17 . 2002 through the close of trading on January 14, 2003 , RecognizedClaim shall be the least of: (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90-Day LookbackPeriod percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount ofsuch securities, or (c) the Price Decline percentage on October 8, 2002 and the Price Decline percentage on October 17,2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities .

(iii) sold during the period October 8, 2002 through the close of trading on October 16, 2002 , RecognizedClaim shall be the lesser of : (a) the Debt-PPP minus the Debt-SPR, or (b) the Price Decline percentage on October 8,2002 for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities .

(iv) sold on October 7, 2002 , there is no Recognized Claim (zero) for such securities .

5. Sears Debt Securities purchased during the period October 8 . 2002 through the close of tradingon October 16, 2002 AND :

(i) still owned as of the close of trading on January 14, 2003 , Recognized Claim shall be the lesser of: (a)the Debt-PPP minus the 90 Day Lookback Period percentage for the particular Sears Debt Security (as shown in theabove chart) multiplied by the face amount of such securities, or (b) the Price Decline percentage on October 17, 2002 forthe particular Sears Debt Security (as shown in the above chart) multiplied by the face amount of such securities .

(ii) sold during the period October 17, 2002 through the close of trading on January 14, 2003 , RecognizedClaim shall be the least of : (a) the Debt-PPP minus the Debt-SPR, or (b) the Debt-PPP minus the 90 Day LookbackPeriod percentage for the particular Sears Debt Security (as shown in the above chart) multiplied by the face amount ofsuch securities, or (c) the Price Decline percentage on October 17, 2002 for the particular Sears Debt Security (as shownin the above chart) multiplied by the face amount of such securities .

(iii) sold during the Period October 8 . 2002 through the close of trading on October 16, 2002 , there is noRecognized Claim (zero) for such securities.

15

C. Options on Sears Common Stoc k

"Recognized Claims" from losses in options on Sears common stock will be recognized for purposes of thesettlement only for options open as of the close of trading on the dates October 4, 2002, October 7, 2002 and/or October16, 2002 the days before Sears common stock declined as a result of corrective disclosures . Sears common stock pricedeclined from a closing price of $37 .64 on Friday, October 4, 2002 to close at $32 .25 on Monday, October 7, 2002, a$5.39 decline. Sears common closed at $31 .77 on Tuesday, October 8, 2002 a further $0 .48 decline, and declined from$33.95 the close on October 16, 2002 to close at $23 .15 on October 17, 2002, a drop of $10 .80. The $14 .49 differencebetween the October 4 closing price of $37 .64 and the October 17, 2002 closing price of $23.15 is the maximum loss thatwill be recognized on options traded during the Class Period .

Recognized Claims from options traded during the Class Period shall be calculated as follows :

Call Option Purchases :

1 . No claim will be recognized for any Sears call options purchased during the Class Period that were notowned as of the close of trading on October 4, 2002, October 7, 2002 and/or October 16, 2002 .

2. Sears call options purchased during the period October 24, 2001 through the close of trading on January9, 2002 AND :

(i) owned as of the close of trading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shallbe one-third (33 .3%) of the lesser of (a) 50% of the difference, if a loss, between (x) the purchase price paid for the calloptions during the Class Period (including brokerage commissions and transaction charges) (the "Call-PPP") and (y) thesum for which said call options were subsequently sold at a loss whenever sold (after brokerage commissions andtransaction charges) (or $0 .00 if the call option expired while still owned by the Authorized Claimant) (the "Call-SPR") ; or(b) $7.245 per share covered by such call option contracts (50% of the $14 .49 maximum per share claim for this loss) .

(ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002 , an AuthorizedClaimant's "Recognized Claim" shall be one-third (33 .3%) of the lesser of (a) 50% of the difference, if a loss, between (x)the Call-PPP and (y) the Call-SPR; or (b) $2 .94 per share covered by such call option contracts (50% of the $5 .39October 7 and $0 .48 October 8, 2002 losses) .

(iii) sold on October 7, 2002 , an Authorized Claimant's "Recognized Claim" shall be one-third (33 .3%) of thelesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.70 per sharecovered by such call option contracts (50% of the $5 .39 October 7, 2002 loss) .

3 . Sears call options purchased during the period January 10, 2002 through the close of trading on April 9,2002 AND :

(i) owned as of the close of trading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shallbe two-thirds (66 .7%) of the lesser of.. (a) 50% of the difference, if a loss, between (x) the amount paid for the call optionsduring the Class Period (including brokerage commissions and transaction charges) (the "Call-PPP") and (y) the sum forwhich said call options were subsequently sold at a loss whenever sold (after brokerage commissions and transactioncharges) (or $0 .00 if the call option expired while still owned by the Authorized Claimant) (the "Call-SPR") ; or (b) $7.245per share covered by such call option contracts (50% of the $14 .49 maximum per share claim for this loss) .

(ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002 , an AuthorizedClaimant's "Recognized Claim" shall be two-thirds (66 .7%) of the lesser of (a) 50% of the difference, if a loss, between(x) the Call-PPP and (y) the Call-SPR ; or (b) $2 .94 per share covered by such call option contracts (50% of the $5 .39October 7 and $0 .48 October 8, 2002 losses) .

(iii) sold on October 7, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66 .7%) of thelesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.70 per sharecovered by such call option contracts (50% of the $5 .39 October 7, 2002 loss) .

10 This discount reflects the fact that a purchase of a call option includes the payment of a time premium .

16

4. Sears call options purchased during the period April 10, 2002 through the close of trading on October 4, 2002AND :

(i) owned as of the close of trading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shallbe the lesser of. (a) 50%of the difference, if a loss, between (x) the amount paid for the call options during the ClassPeriod (including brokerage commissions and transaction charges) (the "Call-PPP") and (y) the sum for which said calloptions were subsequently sold at a loss whenever sold (after brokerage commissions and transaction charges) (or $0 .00if the call option expired while still owned by the Authorized Claimant) (the "Call-SPR") ; or (b) $7 .245 per share coveredby such call option contracts (50% of the $14 .49 maximum per share claim for this loss) .

(ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002 , an AuthorizedClaimant's "Recognized Claim" shall be the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and(y) the Call-SPR ; or (b) $2.94 per share covered by such call option contracts (50% of the $5 .39 October 7 and $0 .48October 8, 2002 losses) .

(iii) sold on October 7, 2002 , an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) 50% ofthe difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $2.70 per share covered by such calloption contracts (50% of the $5 .39 October 7, 2002 loss) .

5. Sears call options purchased on October 7, 2002 AND:

(i) owned as of the close of trading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shallbe the lesser of. (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $4.55 pershare covered by such call option contracts (50% of the $9.10 decline from the $32 .25 closing price on October 7, 2002 tothe October 17, 2002 closing price of $23 .15) .

(ii) sold on or after October 8, 2002 through the close of trading on October 16, 2002 , an AuthorizedClaimant's "Recognized Claim" shall be the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and(y) the Call-SPR; or (b) $0.24 per share covered by such call option contracts (50% of the $0 .48 decline on October 8,2002) .

6. Sears call options purchased during the period October 8, 2002 through the close of trading on October16, 2002 AND :

(i) owned as of the close of trading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shallbe the lesser of (a) 50% of the difference, if a loss, between (x) the Call-PPP and (y) the Call-SPR ; or (b) $5.40 pershare covered by such call option contracts (50% of the $10.80 decline from the $33 .95 closing price on October 16, 2002to the October 17, 2002 closing price of $23 .15) .

7. No loss shall be recognized based on a sale or writing of any call option that was subsequentlyrepurchased .

8. Shares of Sears common stock acquired during the Class Period through the exercise of a call optionshall be treated as a purchase of Sears common stock as shown in Section A above on the date of exercise for theexercise price plus the cost of the call option, and any Recognized Claim arising from such transaction shall be computedas provided for other purchases of common stock .

Put Option Sales :

1 . No claim will be recognized for any Sears put options sold (written) during the Class Period that were notthe obligation of the claimant as of the close of trading on October 4, 2002, October 7, 2002 and/or October 16, 2002 .

2. For Sears put options written during the Class Period that were "put" to the Authorized Claimant (i .e.,exercised), the Authorized Claimant's "Recognized Claim" shall be calculated as a purchase of Sears common stock asshown in Section A above, and as if the sale of the put option were instead a purchase of Sears common stock on thedate of the sale of the put option, and the "purchase price paid" shall be the strike price less the proceeds received on thesale of the put option .

3 . For Sears put options sold (written) during the period October 24, 2001 through January 9, 2002, AND :

(i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002 , anAuthorized Claimant's "Recognized Claim" shall be one-third (33 .3%) of the lesser of (a) the difference, if a loss ,

17

between (x) the amount received for writing the put options during the Class Period (net of brokerage commissions andtransaction charges) (the "Put-SPR") and (y) the sum for which said put options were re-purchased at a loss11 at any timeafter the close of trading on October 16, 2002 (including brokerage commissions and transaction charges) (the "Put-PPP") ; or (b) $14 .49 per share covered by such put option contracts .

(ii) which were repurchased during the period from close of trading on October 7, 2002 through the close oftrading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shall be one-third (33 .3%) of the lesser of (a)the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at aloss before the close of trading on October 16, 2002; or (b) $5.87 per share covered by such put option contracts.

(iii) which were repurchased on October 7, 2002 , an Authorized Claimant's "Recognized Claim" shall be one-third (33.3%) of the lesser of. (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said putoptions were re-purchased at a loss before the close of trading on October 7, 2002 ; or (b) $5 .39 per share covered bysuch put option contracts .

4 . For Sears put options sold (written) during the period January 10, 2002 through April 9, 2002, AND :

(i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002 , anAuthorized Claimant's "Recognized Claim" shall be two-thirds (66 .7%) of the lesser of (a) the difference, if a loss,between (x) the amount received for writing the put options during the Class Period (net of brokerage commissions andtransaction charges) (the "Put-SPR") and (y) the sum for which said put options were re-purchased at a Ioss12 at any timeafter the close of trading on October 16, 2002 (including brokerage commissions and transaction charges) (the "Put-PPP") ; or (b) $14 .49 per share covered by such put option contracts .

(ii) which were repurchased during the period from close of trading on October 7, 2002 through the close oftrading on October 16, 2002, an Authorized Claimant's "Recognized Claim" shall be two-thirds (66 .7%) of the lesser of..(a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased ata loss before the close of trading on October 16, 2002; or (b) $5.87 per share covered by such put option contracts .

(iii) which were repurchased on October 7, 2002 , an Authorized Claimant's "Recognized Claim" shall be two-thirds (66 .7%) of the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) the Put-PPP for which saidput options were re-purchased at a loss before the close of trading on October 7, 2002 ; or (b) $5 .39 per share covered bysuch put option contracts .

5. For Sears put options sold (written) during the period April 10, 2002 through October 4, 2002, AND :

(i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002 , anAuthorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) the amountreceived for writing the put options during the Class Period (net of brokerage commissions and transaction charges) (the"Put-SPR") and (y) the sum for which said put options were re-purchased at a loss13 at any time after the close of tradingon October 16, 2002 (including brokerage commissions and transaction charges) (the "Put-PPP") ; or (b) $14 .49 per sharecovered by such put option contracts .

(ii) which were repurchased during the period from close of trading on October 7, 2002 through the close oftrading on October 16, 2002 , an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if aloss, between (x) the Put-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before theclose of trading on October 16, 2002 ; or (b) $5.87 per share covered by such put option contracts .

(iii) which were repurchased on October 7, 2002 , an Authorized Claimant 's "Recognized Claim" shall be thelesser of (a) the difference , if a loss, between (x) the Put-SPR and (y ) the Put-PPP for which said put options were re-

11 For Sears put options sold (written) during the Class Period that expired unexercised, an Authorized Claimant's "RecognizedClaim" shall be $0 .00 .



18

purchased at a loss before the close of trading on October 7, 2002 ; or (b) $5 . 39 per share covered by such put optioncontracts .

6. For Sears put options sold (written) on October 7, 2002, AND :

(i) which were still the obligation of the Authorized Claimant at the close of trading on October 16, 2002 , anAuthorized Claimant's "Recognized Claim" shall be the lesser of. (a) the difference, if a loss, between (x) the Put-SPRand (y) the Put-PPP for which said put options were re-purchased at a loss after October 16, 2002 ; or (b) $9 .10 per sharecovered by such put option contracts .

(ii) which were repurchased during the period October 8, 2002 through the close of trading on October 16,2002, an Authorized Claimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) thePut-SPR and (y) the Put-PPP for which said put options were re-purchased at a loss before the close of trading onOctober 16, 2002 ; or (b) $0.48 per share covered by such put option contracts .

7. For Sears put options sold (written ) during the period October 8, 2002 through October 16, 2002 AND :

(i) which were the obligation of the Authorized Claimant at the close of trading on October 16, 2002) , an AuthorizedClaimant's "Recognized Claim" shall be the lesser of (a) the difference, if a loss, between (x) the Put-SPR and (y) thePut-PPP for which said put options were re-purchased at a loss after the close of trading on October 16, 2002 ; or (b)$10.80 per share covered by such put option contracts .

8 . No loss shall be Recognized based on a sale of any put option that was previously purchased .

The total recovery payable to Authorized Claimants from transactions in Sears Debt Securities, and call or putoptions shall not exceed five percent (5%) of the Net Settlement Fund .

In the event a Class Member has more than one purchase or sale of Sears securities, all purchases and salesshall be matched on a First In First Out ("FIFO") basis, Class Period sales will be matched first against any Searssecurities held at the beginning of the Class Period and then against purchases in chronological order . A purchase orsale of Sears securities shall be deemed to have occurred on the "contract" or "trade" date as opposed to the "settlement"or "payment" date . The receipt or grant by gift, devise or operation of law of Sears securities during the Class Period shallnot be deemed a purchase or sale of Sears securities for the calculation of an Authorized Claimant's Recognized Claimnor shall it be deemed an assignment of any claim relating to the purchase of such securities unless specifically providedin the instrument of gift or assignment. The receipt of Sears securities during the Class Period in exchange for securitiesof any other corporation or entity shall not be deemed a purchase or sale of Sears securities .

To the extent a Claimant had a gain from his, her or its overall transactions in Sears securities during the ClassPeriod, the value of the Recognized Claim will be zero . To the extent that a Claimant suffered an overall loss on his, heror its overall transactions in Sears securities during the Class Period, but that loss was less than the Recognized Claimcalculated above, then the Recognized Claim shall be limited to the amount of the actual loss .

For purposes of determining whether a Claimant had a gain from his, her or its overall transactions in Searssecurities during the Class Period or suffered a loss, the Claims Administrator shall : (i) total the amount paid for all Searssecurities purchased during the Class Period by the claimant (the "Total Purchase Amount") ; (ii) match any sales of Searssecurities during the Class Period first against the Claimant's opening position in that or those security(ies) (the proceedsof those sales will not be considered for purposes of calculating gains or losses) ; (iii) total the amount received for sales ofthe remaining shares of Sears securities sold during the Class Period (the "Sales Proceeds") ; (iv) ascribe a $25.25 percommon share, and the 90 Day Lookback Period values to each Sears Debt Security purchased during the Class Periodand still held at the end of the Class Period, and add the values of any unexpired call options purchased during the ClassPeriod and still owned as of the close of trading on October 17, 2002, and subtract the value of any unexpired put optionsfor which the claimant was liable as of the close of trading on October 17, 2002 (collectively the "Holding Value") . Thedifference between (i) the Total Purchase Amount and the (ii) sum of the Sales Proceeds and the Holding Value, will bedeemed a Claimant's gain or loss on his, her or its overall transactions in Sears common stock during the Class Period .

Each Authorized Claimant shall be allocated a pro rata share of the Net Settlement Fund based on his, her or itsRecognized Claim as compared to the total Recognized Claims of all Authorized Claimants .

Class Members who do not submit acceptable Proofs of Claim will not share in the settlement proceeds . ClassMembers who do not either submit a request for exclusion or submit an acceptable Proof of Claim will nevertheless bebound by the settlement and the Order and Final Judgment of the Court dismissing this Action .

19

Distributions will be made to Authorized Claimants after all claims have been processed and after the Court hasfinally approved the settlement . If any funds remain in the Net Settlement Fund by reason of un-cashed checks orotherwise, then, after the Claims Administrator has made reasonable and diligent efforts to have Class Members who areentitled to participate in the distribution of the Net Settlement Fund cash their distributions, any balance remaining in theNet Settlement Fund one (1) year after the initial distribution of such funds shall be re-distributed to Class Members whohave cashed their initial distributions and who would receive at least $10 .00 from such re-distribution, after payment ofany unpaid costs or fees incurred in administering the Net Settlement Fund for such re-distribution . If after six monthsafter such re-distribution any funds shall remain in the Net Settlement Fund, then such balance shall be contributed tonon-sectarian, not-for-profit, 501 (c)(3) organization(s) to be designated by the Court after twenty (20) days prior notice tothe Lead Plaintiff and Sears, each of which may suggest to the Court one or more such organizations for the Court'sselection, but the Court shall not be limited to such suggested organizations .

Plaintiffs, Defendants, their respective counsel, and all other Released Parties shall have no responsibility for orliability whatsoever for the investment or distribution of the Settlement Fund, the Net Settlement Fund, the Plan ofAllocation or the determination, administration, calculation, or payment of any Proof of Claim or non-performance of theClaims Administrator, the payment or withholding of taxes owed by the Settlement Fund or any losses incurred inconnection therewith .

Defendants bear no responsibility for and take no position on the Plan of Allocation set forth above or any of itspremises . Among other things, defendants have denied and continue to deny that the price of any Sears security was"inflated" at any time .

SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEE S

If you purchased the securities of Sears , Roebuck and Co. between October 24, 2001 and October 17, 2002,inclusive , for the beneficial interest of a person or organization other than yourself , the Cou rt has directed that , WITHINSEVEN (7) DAYS OF YOUR RECEIPT OF THIS NOTICE, you either (a) provide to the Claims Administrator the nameand last known address of each person or organization for whom or which you purchased Sears securities during suchtime period or (b) request additional copies of this Se ttlement Notice and the Proof of Claim form , which will be provided toyou free of charge , and within seven (7) days mail the Sett lement Notice and Proof of Claim form directly to the bene ficialowners of those Sears securities . If you choose to follow alternative procedure (b), the Cou rt has directed that, upon suchmailing , you send a statement to the Claims Administrator confirming that the mailing was made as directed . You areentitled to reimbursement from the Se tt lement Fund of your reasonable expenses actually incurred in connection with theforegoing , including reimbursement of postage expense and the cost of ascertaining the names and addresses ofbeneficial owners . Those expenses will be paid upon request and submission of appropriate suppo rt ing documentation .All communications concerning the foregoing should be addressed to the Claims Administrator :

In re Sears, Roebuck and Co . Securities Litigationc/o The Garden City Group, Inc .

Claims AdministratorP .O. Box 9000 #6228

Merrick, New York 11566-900 0(800) 364-021 6

Dated: Chicago, IllinoisOctober 6, 2006

By Order of the Cou rtCLERK OF THE COURT

20

EXHIBIT A - 2

In re Sears , Roebuck and Co . Securities Litigation

SRSMust be Postmarked c/o The Garden City Group, Inc .No Later Than Claims AdministratorJanuary 5, 2007 P.O. Box 9000

Merrick, New York 11 66 9000 I IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII IIIIIIII IIIIIIII

Toll Free : 1(800 ) 364-021 6

PROOF OF CLAI M

PART I : CLAIMANT IDENTIFICATION :

Claim Number: Control Number:WRITE ANY NAME AND ADDRESS CORRECTIONSBELOW OR IF THERE IS NO PREPRINTED DATA TOTHE LEFT, YOU MUST PROVIDE YOUR FULL NAMEAND ADDRESS HERE :

Name:

IF THE ABOVE AREA IS BLANK YOU MUST ENTERYOUR FULL NAME AND ADDRESS HERE

You must provide the last 4 digits of your Social SecurityNumberlTaxpayer ID Number if box is blank : I

Daytime Telephone Number: l ( ) -

Evening Telephone Number: ( ) -

Email Address :

Check appropriate box :

❑ Individual

❑ Joint Owners❑ Estate

❑ Corporation❑ IRA❑ Other (Specify )

IF YOU PURCHASED SECURITIES OF SEARS, ROEBUCK AND CO . ("SEARS") BETWEEN OCTOBER 24, 2001 ANDOCTOBER 17, 2002, INCLUSIVE ("CLASS PERIOD"), YOU MAY BE A "CLASS MEMBER" ENTITLED TO SHARE IN THESETTLEMENT PROCEEDS .

Excluded from the Class are : (1) defendants, the officers and directors of Sears at all relevant times, members of theirimmediate families and their legal representatives, heirs, successors, or assigns, and any entity in which defendants haveor had a controlling interest, and (2) the persons and/or entities who previously excluded themselves from the Class byfiling a request for exclusion in response to the Notice of Pendency .

IF YOU ARE A CLASS MEMBER, YOU MUST COMPLETE AND SUBMIT THIS FORM IN ORDER TO BE ELIGIBLE FORANY SETTLEMENT BENEFITS .

YOU MUST COMPLETE AND SIGN THIS PROOF OF CLAIM AND MAIL IT BY FIRST CLASS MAIL, POSTMARKED NOLATER THAN JANUARY 5, 2007 TO THE FOLLOWING ADDRESS :

In re Sears, Roebuck and Co . Securities Litigationc/o The Garden City Group, Inc.

Claims AdministratorP.O. Box 9000 #6228

Merrick, New York 11566-900 0

YOUR FAILURE TO SUBMIT YOUR CLAIM BY JANUARY 5 , 2007 WILL SUBJECT YOUR CLAIM TO REJECTION ANDPRECLUDE YOUR RECEIVING ANY MONEY IN CONNECTION WITH THE SETTLEMENT OF THIS LITIGATION . DONOT MAIL OR DELIVER YOUR CLAIM TO THE COURT OR TO ANY OF THE PARTIES OR THEIR COUNSEL AS ANYSUCH CLAIM WILL BE DEEMED NOT TO HAVE BEEN SUBMITTED . SUBMIT YOUR CLAIM ONLY TO THE CLAIMSADMINISTRATOR .

CLAIMANT'S STATEMEN T

1 . I affirm that I purchased securities of Sears, Roebuck and Co . ("Sears") between October 24, 2001 and October17, 2002, inclusive as listed herein . (Do not submit this Proof of Claim if you did not purchase Sears securities during thisperiod) .

2 . By submitting this Proof of Claim, I state that I believe in good faith that I am a Class Member as defined aboveand in the Notice of Proposed Settlement of Class Action, Motion for Attorneys' Fees and Settlement Fairness Hearing (the"Settlement Notice"), or am acting for such person ; that I am not a Defendant in the Action or anyone excluded from theClass; that I have read and understand the Settlement Notice ; that I believe that I am entitled to receive a share of the NetSettlement Fund; that I elect to participate in the proposed Settlement described in the Settlement Notice ; and that I havenot previously submitted a request for exclusion . (If you are acting in a representative capacity on behalf of a ClassMember (e .g ., as an executor, administrator, trustee, or other representative), you must submit evidence of your currentauthority to act on behalf of that Class Member. Such evidence would include, for example, letters testamentary, letters ofadministration, or a copy of the trust documents . )

3. I consent to the jurisdiction of the Court with respect to all questions concerning the validity of this Proof of Claim .I understand and agree that my claim may be subject to investigation and discovery under the Federal Rules of CivilProcedure, provided that such investigation and discovery shall be limited to my status as a Class Member and thevalidity and amount of my claim . No discovery shall be allowed on the merits of the Action or Settlement in connection withprocessing of the Proofs of Claim .

4. I have set forth where requested below all relevant information with respect to each purchase of Sears securitiesduring the Class Period, and each sale, if any, of such securities . I agree to furnish additional information (includingtransactions in other Sears securities) to the Claims Administrator to support this claim if requested to do so .

5 . I have enclosed photocopies of the stockbroker's confirmation slips, stockbroker's statements, or other documentsevidencing each purchase, sale or retention of Sears securities listed below in support of my claim . (IF ANY SUCHDOCUMENTS ARE NOT IN YOUR POSSESSION, PLEASE OBTAIN A COPY OR EQUIVALENT DOCUMENTS FROMYOUR BROKER BECAUSE THESE DOCUMENTS ARE NECESSARY TO PROVE AND PROCESS YOUR CLAIM . )

6 . I understand that the information contained in this Proof of Claim is subject to such verification as the ClaimsAdministrator may request or as the Court may direct, and I agree to cooperate in any such verification . (The informationrequested herein is designed to provide the minimum amount of information necessary to process most simple claims . TheClaims Administrator may request additional information as required to efficiently and reliably calculate your RecognizedClaim. In some cases the Claims Administrator may condition acceptance of the claim based upon the production ofadditional information, including, where applicable, information concerning transactions in any derivatives of the subjectsecurities such as options . )

7 . I hereby acknowledge that, as a Class Member, I (or the person or entity for whom or which I am executing thisProof of Claim) will be bound by the terms of the Stipulation of Settlement and Order and Final Judgment in this action and,to the full extent set forth in the Stipulation of Settlement, upon the Effective Date will have granted a release of all "SettledClaims" to all "Released Parties" on behalf of myself (or on behalf of the Class Member for whom or which I submit thisProof of Claim) and my (or such Class Member's) heirs, agents, executors, administrators, beneficiaries, predecessors,successors and assigns .

8 . NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request,or may be requested, to submit information regarding their transactions in electronic files in the required file layout.All Claimants MUST submit a manually signed paper Proof of Claim form listing all their transactions whether or not theyalso submit electronic copies. If you wish to file your claim electronically, you must contact the Claims Administrator at1-(800) 364-0216 or visit www.gardencitygroup.com to obtain the required file layout . No electronic files will beconsidered to have been properly submitted unless the Claims Administrator issues to the Claimant a writtenacknowledgment of receipt and acceptance of electronically submitted data .

PART II : SCHEDULE OF TRANSACTIONS IN SEARS COMMON STOC KSeparately list each of your purchases or sales of Sears common stock below . Photocopy this page if more space is needed. Be sure toinclude your name and Social Securi ty number or Tax ID number on any additional sheets . The date of purchase, acquisition or sale isthe "trade" or "contract" date, and not the "settlement' or "payment" date .

9. BEGINNING HOLDINGS : At the close of business on October 23, 2001 , I ownedshares of Sears common stock . (If none, write "zero" or "0") (If other than zero, must be documented) .

10. PURCHASES : I made the following purchases of Sears common stock between October 24, 2001and October 17, 2002 , inclusive (must be documented) . (Persons who received Sears common stockduring the Class Period other than by purchase are not eligible to submit claims for those transactions .) :

Date(s) of Purchase (List Number of Shares of Purchase Price Per Share Aggregate Cost (including Please Check the Box ifChronologically) Common Stock of Common Stock commissions, taxes, and this Transaction was the(Month/Day/Year) Purchased fees) Result of the Exercise of

an Optio n

1 1$ Is II Is Is

I I s :1 Fs :10

1 1

12 .

13 .

PURCHASES : Between October 18 , 2002 and Janua ry 14, 2003 , inclusive, I purchasedshares of Sears common stock . (If none, write "zero" or "0")

SALES : I made the following sales of Sears common stock between October 24, 2001 andJanua ry 14, 2003 , inclusive (must be documented) :

Date(s) of Sale (List Number of Shares of Sale Price Per Share of Amount Received (net ofChronologically) Common Stock Sold Common Stock commissions, taxes, and(Month/Day/Year) fees)

i i I_11$ 1 1$ I_ _

i i 000i i I_11$_1 1$_I

I / I_/ I_1 1$_1 1 $_I__

UNSOLD HOLDINGS : At the close of trading on Janua ry 14 , 2003 , I owned sharesof Sears common stock (If none, write "zero" or "0") (If other than zero, must be documented) .

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAG E

3

PART III . SCHEDULE OF TRANSACTIONS IN SEARS DEBT SECURITIESSeparately list each of your purchases or sales in Sears Debt Securities below. Attach a separate schedule if more space is needed. Be sure to includeand sign your name and Social Securi ty number or Tax ID number on any additional sheets . The date of purchase or sale is the "trade" or"contract" date, and not the "settlement" or "payment" date .

14 . BEGINNING POSITION : At the close of business on October 23 , 2001 , I owned the following Sears Debt Securities in theprincipal amounts indicated (must be documented) : (For Type of Sears Debt Securities, see pages 6 and 7 )

Type of Sears Deb tSecurity (see pages 6 Principal Amount

and 7)

I i s

15.

Type of Sears Debt Date(s) of Purchase PrincipalSecurity (List Chronologically) Amount

(see pages 6 and 7) (Month/Day/Year)

T7 Fs-F-- J

11 11 $11 /7s j

PURCHASES : I made the following purchases of Sears Debt Securities during the period between October 24, 2001 and October17, 2002 , inclusive (must be documented) :

Type of Sears Debt Date(s) of Purchase Principal Purchase Price per Aggregate CostSecurity (List Chronologically) Amount $1,000 of Principal (including commissions ,

(see pages 6 and 7) (Month/Day/Year) Amount taxes, and fees )

0 7 000I / 000I_II_/_I 000I / /7000

16. PURCHASES : I made the following purchases of Sears Debt Securities during the period between October 18, 2002 and Janua ry14, 2003, inclusive (must be documented) :

IF YOU NEED ADDITIONAL SPACE TO LIST YOUR TRANSACTIONS PHOTOCOPY THIS PAGE

17 SALES : I made the following sales of Sears Debt Securities between October 24, 2001 and Janua ry 14, 2003,inclusive (must be documented) :

Type of Sears Debt Date(s) of Sale (List Principal Sale Price per Amount Received (net ofSecurity Chronologically) Amount $1,000 of Principal commissions, taxes, and

(see pages 6 and 7) (Month/Day/Year) Amount fees )

1 1$ 1 1$ 1 1 $0

I_II_I_I 0000 ~ 7 000

18. ENDING HOLDINGS : At the close of business on Janua ry 14, 2003, I owned the following Sears Debt Securities in the principalamounts indicated (must be documented) :

Type of Sears Debt Security Principal Amount(see paces 6 and 7)

5

Indicate Type of Sears Debt Securities by code letter as shown below :

Type ofSears Debt

SecurityCUSIP COUPO N

RATEMATURITY

DATE

A . 812387BA5 9.38% 11/01/201 1B . 812387BB3 6.25% 01/15/200 4C . 81238XBJ9 9.08% 02/01/201 2D . 81238XBNO 10.00% 02/03/201 2E . 81238XBV2 9.05% 02/06/201 2F. 81238XBY6 9.05% 02/06/201 2

G. 81238XBZ3 9.20% 02/06/201 2H . 81238XCE9 9.17% 02/13/201 2

1 . 81238XCH2 9.14% 02/13/201 2J . 81238XCJ8 9.10% 02/13/201 2K . 81238XCQ2 9.12% 02/13/2012L . 81238XCS8 9.00% 02/14/2012M . 81238XCU3 9.08% 02/14/2012N . 81238XCX7 9.03% 02/14/2012

0 . 81238XCZ2 9.09% 02/15/2012P. 81238XDF5 9.05% 02/20/2012

Q . 81238XDU2 8.66% 10/02/2006R. 81238XDY4 9.13% 02/27/201 2

S . 81238XEK3 9.12% 03/01/201 2

T. 81238XEL1 9 .10% 02/28/201 2

U . 81238XEP2 9.10% 03/01/201 2V. 81238X F H 9 9 .10% 03/12/201 2W. 81238XFN6 8.99% 03/16/201 2X . 81238XKEO 9.18% 05/04/201 1Y. 81238XPGO 8.42% 12/10/200 2Z . 81238XPV7 6.92% 05/12/200 3

AA. 81238XPW5 6.91% 05/15/200 3BB 81238XQJ3 6.67% 07/07/200 3

CC . 81238XQN4 6.63% 07/15/200 3DD . 81238XQP9 6.64% 07/15/2003EE. 81238XQU8 6.56% 02/20/2003FF. 81238XQW4 6.54% 07/28/2003

GG. 81238XQYO 6.66% 07/29/2003

HH . 81238XQZ7 6.76% 07/30/2003

I . 81238XRAl 6 .76% 02/20/2003JJ . 81238XRD5 6.66% 08/05/2003

Type ofSears Debt

Securi tyCUSIP COUPON

RATEMATURITY

DAT E

KK. 81238XRE3 6.65% 02/20/200 3

LL. 81238XRFO 6.65% 08/06/200 3MM 81238XRG8 6.63% 08/11/2003NN . 81238XRJ2 6.64% 08/13/200 300 . 81238XRL7 6.64% 08/18/200 3PP. 81238XRN3 6.57% 08/19/200 3QQ . 81238XRTO 6.34% 06/15/2004RR . 81238XRV5 6.27% 09/08/2003SS . 81238XRW3 6.18% 09/16/2003

TT. 81238XRX1 6.16% 09/22/2003

UU . 81238XRZ6 6.25% 09/29/2003

W. 81238XSAO 6.15% 10/06/2003

VWV. 81238XTH4 8.24% 10/20/2004XX . 81238XTJO 8.23% 10/20/2004

YY. 81238XTM3 8.23% 10/21/2004ZZ . 81238XTSO 8.30% 10/26/2004

AAA 812387F71 9 .60% 8/9/202 1

BBB Physical 9 .22% 8/21/2006

PART IV. SCHEDULE OF TRANSACTIONS IN CALL OPTIONS ON SEARS COMMON STOC KSeparately list each of your applicable purchases or sales in Sears call options below. Attach a separate schedule if more space is needed . Be sure toinclude and sign your name and Social Security number or Tax ID number on any additional sheets . The date of purchase or sale is the "trade"or "contract" date, and not the "settlement" or "payment" date.

19. BEGINNING POSITION: At the close of business on October 23, 2001 , I owned the following call options on Sears commonstock (must be documented) :

Date of Purchase Number of Strike Price Expiration Date Purchase Price Amount Paid Insert an "E" Exercise Date(List Chronologically) Contracts (Month/Year) Per (including commissions, if Exercized or (Month/Day/Year)(Month/Day/Year) (eg. May/2002) Contract taxes, and fees) an "X" if Expire d

F-1 Is I I / A s 1 1 :1 El I

F-1 Is 1 1 / :1 1$ 1 1 _jI El I / J/-J F~ I s 1 1 /7 1s 1 1 ::1 El I D

20. PURCHASES : I made the following purchases of call options on Sears common stock between October 24, 2001 andOctober 17 , 2002 , inclusive (must be documented) :

Date of Purchase Number of Strike Price Expiration Date Purchase Price Amount Paid Insert an "E" Exercise Date(List Chronologically) Contracts (Month/Year) Per (including commissions, if Exercized or (Month/Day/Year)(Month/Day/Year) (eg. May/2002) Contract taxes, and fees) an "X" if Expired

F~ Fs- 1 :1 1$ 1 1 ElF~ 1$ 1 1 / :1 1$ 1 1 El I

D F~ I s I I / :] is 1 1 :j21. SALES: I made the following sales of call options on Sears common stock which call options were purchased between

October 24, 2001 and October 17, 2002, inclusive (include all such sales no matter when they occurred) (must be documented) :

Date of Sale(List Chronologically)

(Month/Day/Year)

Number o fContracts

Strike Price Expiration Date(Month/Year)

(eg. May/2002)

Sale Price Amount ReceivedPer (net of commissions,

Contract taxes, and fees)

Is 1 1 / :J Fs- J 1is / 7 is I F

I_I_/_I I_1 1$ 1 /1 -1 r$ j FI /E]El I s I I :::] Is I =--J_


PART V. SCHEDULE OF TRANSACTIONS IN PUT OPTIONS ON SEARS COMMON STOC KSeparately list each of your applicable purchases or sales in Sears put options below . Attach a separate schedule if more space is needed . Be sure toinclude and sign your name and Social Securi ty number or Tax ID number on any additional sheets . The date of purchase or sale is the "trade"or "contract" date, and not the "settlement" or "payment" date .

22: BEGINNING POSITION : At the close of business on October 23, 2001 , I was obligated on the following put options on Searscommon stock (must be documented) :

Number of Contracts Strike Price Expiration Date Sale Price Amount Received Insert an "A" Assign Date(Month/Year) Per Contract (net of commissions, if Assigned or (Month/Day/Year)

(eg. May/2002) taxes, and fees) an "X" if Expired

000000I 00000000000I 00000

23 : SALES (WRITING) OF PUT OPTIONS : I wrote (sold) put options on Sears common stock between October 24, 2001 andOctober 17, 2002, inclusive, as follows (must be documented) :

Date of Writing (Sale) Number of Strike Price Expiration Date Sale Price Amount Received Insert an "A" Assign Date(List Chronologically) Contracts (Month/Year) Per Contract (net of commissions, if Assigned or (Month/Day/Year )(Month/Day/Year) (eg. May/2002) taxes, and fees) an "X" if Expired

II 0000

I / :1F7 11 7124: COVERING TRANSACTIONS (REPURCHASES ) : I made the following repurchases of put options on Sears common stock that

I wrote (sold) between October 24 , 2001 and October 17, 2002 , inclusive (include all repurchases no matter when they occurred)(must be documented) :

Date of Purchas e( List Chronologically)

( Month/Day/Year)

Number ofContracts

Strike Price Expiration Date(Month/Year)

(eg . May/2002)

Price Paid Aggregate Cos tPer (including commissions ,

Contract taxes , and fees)

I E] Is 1 1 $E $

_I I_/_1 1$_II_I~ Is 1 1 $~~ 1--]- $ 1 ::1 $


25. Enter taxpayer identification number below for the Beneficial Owner(s) . For most individuals, this is your Social Security Number .If you fail to provide this information, your claim may be rejected .

Social Security Number (for Individuals) Taxpayer Identification Number(For Estates, Trusts, Corporations, etc. )

Certification

26. I (We) certify that I am (we are) NOT subject to backup withholding under the provisions of Section 3406 (a)(1)(c) of the InternalRevenue Code because : (a) I am (We are) exempt from backup withholding, or (b) I (We) have not been notified by the I .R .S . that I am(we are) subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the I .R .S . has notified me (us) thatI am (we are) no longer subject to backup withholding .

NOTE : If you have been notified by the I .R .S . that you are subject to backup withholding, please strike out the language that you arenot subject to backup withholding in the certification above .

UNDER THE PENALTIES OF PERJURY , I (WE) CERTIFY THATALL OF THE INFORMATION I (WE) PROVIDED ON THIS PROOFOF CLAIM FORM IS TRUE , CORRECT AND COMPLETE .

Signature of Claimant (If this claim is beingmade on behalf of Joint Claimants, theneach must sign )

(Signature)

(Signature)

Date :(Title/Capacity of person (s) signing, e .g .beneficial purchaser (s), president, executor,administrator , trustee, etc. )

A Proof of Claim received by the Claims Administrator shall be deemed to have been submitted when posted, if mailed by January5, 2007 , and if a postmark is indicated on the envelope and it is mailed first class, and addressed in accordance with the aboveinstructions . In all other cases, a Proof of Claim shall be deemed to have been submitted when actually received by the ClaimsAdministrator.

You should be aware that it will take a significant amount of time to process fully all of the Proofs of Claim and to administer theSettlement . This work will be completed as promptly as time permits, given the need to investigate and tabulate each Proof of Claim .Please notify the Claims Administrator of any change of address .

NOTE : RECEIPT ACKNOWLEDGMENT NEEDE D

The Claims Administrator will send a wri tten confirmation of its receipt of your Proof of Claim . Do not assume your claim is submitteduntil you receive written confirmation of its receipt . Your claim is not deemed fully filed until the Claims Administrator sends you wri ttenconfirmation of its receipt of your Proof of Claim . If you do not receive an acknowledgement postcard within thirty (30) days of yourmailing the Proof of Claim , then please call the Claims Administrator toll free at 1 -(800)-364-0216 .

10

ACCURATE CLAIM PROCESSING TAKES TIME .THANK YOU FOR YOUR PATIENCE .

REMINDER CHECKLIST

1 . Please be sure to sign this Proof of Claim on page 10 . If this Proof of Claim issubmitted on behalf of joint claimants , then both claimants must sign .

2. Please remember to attach supporting documents. Do NOT send any stockcertificates . Keep copies of everything you submit .

3. Do NOT use highlighter on the Proof of Claim or any supporting documents .

4. If you move after submitting this Proof of Claim, please notify the ClaimsAdministrator of the change in your address .

5. The Claims Administrator will acknowledge receipt of your Proof of Claimby mail, within 30 days . Your claim is not deemed filed until youreceive an acknowledgement postcard . If you do not receive an acknowledgmentpostcard within 30 days, please call the Claims Administrator toll freeat 1 (800) 364-0216 .

THIS PROOF OF CLAIM AND RELEASE MUST BE POSTMARKED NO LATER THANJANUARY 5, 2007 AND MUST BE MAILED TO :

In re Sears, Roebuck and Co . Securities Litigationc/o The Garden City Group, Inc .

Claims AdministratorP.O. Box 9000 #6228

Merrick, NY 11566-9000

11

THIS PAGE INTENTIONALLY LEFT BLANK

EXHIBIT A - 3

UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLINOI S

EASTERN DIVISION

IN RE SEARS, ROEBUCK AND CO . )SECURITIES LITIGATION ) No. 02 C 7527----------------------------------------------------------) Judge Elaine E . BuckloTHIS DOCUMENT RELATES TO : )ALL ACTIONS )---------------------------------------------------------- )

SUMMARY NOTICE OF PROPOSED SETTLEMENT OF CLASS ACTIONAND SETTLEMENT HEARING

TO : ALL PURCHASERS OF THE SECURITIES OF SEARS, ROEBUCK AND CO .BETWEEN OCTOBER 24, 2001 AND OCTOBER 17, 2002, INCLUSIVE (THE"CLASS") .

YOU ARE HEREBY NOTIFIED, pursuant to Rule 23 of the Federal Rules of Civil

Procedure and an Order of the Court, that the above-captioned action has been certified as a class

action and that a settlement for Two Hundred Fifteen Million Dollars ($215,000,000) plus

interest, plus the costs of notice and settlement administration, has been proposed . A hearing

will be held before the Honorable Elaine E . Bucklo in the United States Courthouse, Everett

McKinley Dirksen Building, Courtroom 1441, 219 South Dearborn Street, Chicago, Illinois

60604, at 1 :30 p.m., on December 8, 2006 to determine whether the proposed settlement should

be approved by the Court as fair, reasonable, and adequate, and to consider the application of

Plaintiffs' Counsel for attorneys' fees and reimbursement of expenses .

IF YOU ARE A MEMBER OF THE CLASS DESCRIBED ABOVE, AND DID NOT

PREVIOUSLY EXCLUDE YOURSELF, YOUR RIGHTS WILL BE AFFECTED AND YO U

MAY BE ENTITLED TO SHARE IN THE SETTLEMENT FUND . If you have not yet

received the full printed Notice of Proposed Settlement of Class Action, Motion for Attorneys'

Fees and Settlement Fairness Hearing and a Proof of Claim form, you may obtain copies of these

documents by contacting the Claims Administrator:

In re Sears, Roebuck and Co . Securities Litigationc/o The Garden City Group, Inc ., Claims Administrator

Post Office Box 9000 #622 8Merrick, New York 11566-9000

(800) 364-0216www.gardenei4group.com

Inquiries, other than requests for the forms of Notice and Proof of Claim, may be made t o

Plaintiff's Counsel :

George A Bauer III, Esq .MILBERG WEISS BERSHAD &

SCHULMAN LLPOne Pennsylvania Plaza

New York, NY 10119-016 512) 594-5300

Marvin A. Miller, Esq .MILLER FAUCHER AND CAFFERTY LLP

30 North LaSalle StreetSuite 3200

Chicago, Illinois 60602782-4880

To participate in the Settlement, you must submit a Proof of Claim no later than Januar y

5, 2007. If you are a Class Member and do not submit a proper Proof of Claim, you will no t

share in the Settlement but you nevertheless will be bound by the Order and Final Judgment o f

the Court . Any objections to the Settlement must be filed by November 20, 2006 .

Further information may be obtained by contacting the Claims Administrator .

By Order of The Court

2

EXHIBIT B

UNITED STATES DISTRICT COURTFOR THE NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

IN RE SEARS, ROEBUCK AND CO . )SECURITIES LITIGATION ) No. 02 C 7527----------------------------------------------------------) Judge Elaine E . BuckloTHIS DOCUMENT RELATES TO : )ALL ACTIONS )-------------------------------------------- -------------- )

ORDER AND FINAL JUDGMEN T

On the day of 2006, a hearing having been held before thi s

Court to determine : . (1) whether the terms and conditions of the Stipulation and Agreement of

Settlement dated September 14, 2006 (the "Stipulation") are fair, reasonable, and adequate for

the settlement of all claims asserted by the Class against the Defendants in the Consolidated

Amended Class Action Complaint in the Action ("the Complaint") now pending in this Court

under the above caption, including the release of the Defendants and the Released Parties, and

should be approved; (2) whether judgment should be entered dismissing the Complaint on the

merits and with prejudice in favor of the Defendants and as against all persons or entities who

are members of the Class herein who have not previously and effectively requested exclusion

therefrom; (3) whether to approve the Plan of Allocation as a fair and reasonable method to

allocate the settlement proceeds among the members of the Class; and (4) whether and in what

amount to award Plaintiffs' Counsel fees and reimbursement of expenses . The Court having

considered all matters submitted to it at the hearing and otherwise ; and it appearing that a notice

of the hearing in all material respects in the form approved by the Court was mailed to all

persons or entities reasonably identifiable, who purchased the securities of Sears, Roebuck and

Co. ("Sears") between October 24, 2001 and October 17, 2002, inclusive (the "Class Period"), as

shown by the records of Sears' transfer agent and the records compiled by the Claims

Administrator in connection with its previous mailing of a Notice of Pendency, at the respective

addresses set forth in such records, and that a summary notice of the hearing in all material

respects in the form approved by the Court was published in the national edition of The Wall

Street Journal pursuant to the specifications of the Court ; and the Court having considered and

determined the fairness and reasonableness of the award of attorneys' fees and expenses

requested; and all capitalized terms used herein having the meanings as set forth and defined in

the Stipulation .

NOW, THEREFORE, IT IS HEREBY ORDERED THAT :

1 . The Court has jurisdiction over the subject matter of the Action, the Lead

Plaintiff, all Class Members, and the Defendants .

2. The Court reiterates its prior findings that the prerequisites for a class action

under Federal Rules of Civil Procedure 23 (a) and (b)(3) have been satisfied in that : (a) the

number of Class Members is so numerous that joinder of all members thereof is impracticable ;

(b) there are questions of law and fact common to the Class ; (c) the claims of the Court-

appointed Class Representative, the Department of the Treasury of the State of New Jersey and

its Division of Investment (the "Class Representative"), are typical of the claims of the Class it

represents; (d) the Class Representative has and will continue to fairly and adequately represent

the interests of the Class; (e) the questions of law and fact common to the members of the Class

predominate over any questions affecting only individual members of the Class ; and (f) a class

action is superior to other available methods for the fair and efficient adjudication of the

controversy .

3 . Pursuant to Rule 23 of the Federal Rules of Civil Procedure this Court hereby

finally certifies this .action as a class action on behalf of the purchasers of the securities of Sears ,

-2-

Roebuck and Co. between October 24, 2001 and October 17, 2002, inclusive . Excluded from the

Class are Defendants, the officers and directors of Sears at all relevant times, members of their

immediate families and their legal representatives, heirs, successors, or assigns, and any entity in

which defendants have or had a controlling interest . Also excluded from the Class are the

persons and/or entities who previously and effectively excluded themselves from the Class by

filing a request for exclusion in response to the Notice of Pendency, as listed on Exhibit I

annexed hereto .

4 . Notice of the proposed Settlement of this Action was given to all Class Members

who could be identified with reasonable effort . The form, content and method of notifying the

Class of the settlement of the action as a class action and of the terms and conditions of the

proposed Settlement met the requirements of Rule 23 of the Federal Rules of Civil Procedure,

Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U .S.C. § 78u-4(a)(7), as amended

by the Private Securities Litigation Reform Act of 1995, due process, and any other applicable

law, constituted the best notice practicable under the circumstances, and constituted due and

sufficient notice to all persons and entities entitled thereto.

5. The Settlement set forth in the Stipulation is the product of substantial, good faith,

arm's length negotiations between and among the parties and, pursuant to Federal Rule of Civil

Procedure 23, is approved as fair, reasonable, and adequate, and the Class Members and the

parties are directed to consummate the Settlement in accordance with the terms and provisions of

the Stipulation .

6. The Complaint and the Action are hereby dismissed with prejudice and, except as

provided in the Stipulation, without costs as against the Defendants .

-3-

7. The Class Representative and members of the Class, on behalf of themselves, and

their heirs, agents, executors, administrators, beneficiaries, predecessors, successors and assigns

(in their capacities as such), are hereby permanently barred and enjoined from instituting ,

commencing or prosecuting any and all claims, debts, demands, rights or causes of action or

liabilities whatsoever (including, but not limited to, any claims for damages, interest, attorneys'

fees, expert or consulting fees, and any other costs, expenses, amounts, or liability whatsoever),

whether based on federal, state, local, statutory or common law or any other law, rule or

regulation, whether fixed or contingent, accrued or un-accrued, liquidated or un-liquidated, at

law or in equity, matured or un-matured, whether class or individual in nature, including both

known claims and Unknown Claims (i) that have been asserted against any of the Released

Parties (as defined below), or (ii) that could have been asserted in the Action or in any forum by

the Class members or any of them, or by their heirs, agents, executors, administrators,

beneficiaries, predecessors, successors and assigns (in their capacities as such), against any of the

Released Parties, which arise out of or are related to (x) the allegations, transactions, facts,

matters or occurrences, representations or omissions, including any public statement by any

Defendant during the Class Period, involved, set forth, or referred to in the Complaint, and (y)

any purchase or sale of the securities of Sears or rights to purchase or sell such securities during

the period October 24, 2001 through October 17, 2002, (the "Settled Claims") (provided,

however, that "Settled Claims" does not mean or include claims asserted by or on behalf of

purchasers of Sears Roebuck Acceptance Corp. debt securities in Thomas G. Ong v. Sears,

Roebuck and Co. et al., No. 03 C 04142 (N .D. I11 .), claims under the Employee Retirement

Income Security Act ("ERISA") which are not common to all Class Members, and claims

asserted in In re Sears, Roebuck and Co . ERISA Litigation, No. 02 C 8324 (N.D. Ill.) ("ERISA

-4-

Litigation"), except that no double recovery may be obtained in the ERISA Litigation by any

member of the Class for the same claims or injury alleged in this Action) against any and all of

the Defendants, their past or present subsidiaries, parents, affiliates, successors and predecessors,

and the officers, directors, agents, employees, attorneys, auditors, accountants, insurers and re-

insurers, legal representatives, heirs, executors, administrators, successors in interest or assigns

of any of the foregoing (the "Released Parties") . The Settled Claims are hereby compromised,

settled, released, discharged and dismissed as against the Released Parties on the merits and with

prejudice by virtue of the proceedings herein and this Order and Final Judgment .

8. The Defendants, and any of them, and their heirs, agents, executors,

administrators, beneficiaries, predecessors, successors or assigns (in their capacities as such), are

hereby permanently barred and enjoined from instituting, commencing or prosecuting any and all

claims, rights or causes of action or liabilities whatsoever, whether based on federal, state, local ,

statutory or common law or any other law, rule or regulation, including both known claims and

Unknown Claims, that have been or could have been asserted in the Action or any forum by the

Defendants or any of them, or their heirs, agents, executors, administrators, beneficiaries ,

predecessors, successors or assigns (in their capacities as such), against the Class Representative,

any of the Class Members or any of their attorneys, which arise out of or relate in any way to the

institution, prosecution, or settlement of the Action (except for claims to enforce the Settlement)

(the "Settled Defendants' Claims") . The Settled Defendants' Claims are hereby released and

discharged .

9. The Class Members are hereby barred from suing any of the Released Parties

directly, indirectly, or derivatively with respect to any of the Settled Claims (except that such

-5-

covenant shall not prevent any derivative plaintiff in an action that was pending on May 17, 2006

from continuing to assert such derivative claim) .

10. Neither this Order and Final Judgment, the Stipulation, nor any of its terms and

provisions, nor any of the negotiations or proceedings connected with it, nor any of the

documents or statements referred to therein, shall be :

(a) offered or received against the Defendants or any other Released Party as

evidence of or construed as or deemed to be evidence of any presumption, concession, or

admission by any of the Defendants with respect to the truth of any fact alleged by any of the

plaintiffs or the validity of any claim that has been or could have been asserted in the Action or

in any litigation, or the deficiency of any defense that has been or could have been asserted in the

Action or in any proceeding, or of any liability, negligence, fault, or wrongdoing of the

Defendants;

(b) offered or received against the Defendants or any other Released Party as

evidence of a presumption, concession or admission of any fault, misrepresentation or omission

with respect to any statement or written document approved or made by any Defendant or any of

the Released Parties;

(c) offered or received against the Defendants or any other Released Party as

evidence of a presumption, concession or admission with respect to any liability, negligence,

fault or wrongdoing, or in any way referred to for any other reason as against any of the

Defendants or Released Parties, in any other civil, criminal or administrative action or

proceeding, other than such proceedings as may be necessary to effectuate the provisions of th e

-6-

Stipulation; provided, however, that Defendants or Released Parties may refer to it to effectuate

the liability protection granted them hereunder ;

(d) construed against the Defendants or any other Released Party as an

admission or concession that the consideration to be given hereunder represents the amount

which could be or would have been recovered after trial or of the validity of any claims in th e

Action or of any wrongdoing ; or

(e) construed as or received in evidence as an admission, concession o r

presumption against the Class Representative or any of the Class Members that any of their

claims are without merit, or that any defenses asserted by the Defendants have any merit, or that

damages recoverable under the Complaint would not have exceeded the Gross Settlement Fund .

11 . The Plan of Allocation is approved as fair and reasonable, and Plaintiffs' Counse l

and the Claims Administrator are directed to administer the Stipulation in accordance with it s

terms and provisions .

12. The Court finds that all parties and their counsel have complied wi th each

requirement of Rule 11 of the Federal Rules of Civil Procedure as to all proceedings herein .

13 . Plaintiffs' Counsel are hereby awarded $ in reimbursement of their

litigation expenses, which expenses the Court finds to have been reasonably incurred . Plaintiffs '

Counsel are hereby awarded % of the amount of the Settlement Fund as reduced by

the foregoing litigation expenses and as increased by interest, as and for their attorney's fees ,

which sum the Court finds to be fair and reasonable . The foregoing amounts shall be paid to

Lead Plaintiff's Counsel from the Gross Settlement Fund with interest from the date suc h

-7-

Settlement Fund was funded to the date of payment at the same net rate that the Settlement Fund

earns. The award of attorneys' fees shall be allocated among Plaintiffs' Counsel in a fashion

which, in the opinion of Lead Plaintiff's Counsel, fairly compensates Plaintiffs' Counsel for their

respective contributions in the prosecution of the Action . Plaintiff s Lead Counsel shall also be

paid from the Gross Settlement Fund % of the amounts Defendants pay for the costs of

notice to the Class and Settlement Administration .

14. In making this award of attorneys' fees and reimbursement of expenses to be pai d

from the Gross Settlement Fund, the Court has considered and found that :

(a) the Settlement will create a fund of $215 million in cash, plus interes t

thereon, that the Settlement further provides for the costs of notice and administration to be pai d

by the Defendants, and that numerous Class Members who submit acceptable Proofs of Clai m

will benefit from the Settlement created by Plaintiffs' Counsel ;

(b) Over copies of the Settlement Notice were disseminated to

putative Class Members indicating that Plaintiffs' Counsel were moving for attorneys' fees in an

amount of approximately fourteen point eight percent (14 .8%) of the amount of the Settlement

Fund as reduced by litigation expenses and as increased by interest, plus 12% of the value to the

Class of the Defendants' agreement to pay all reasonable costs and expenses of class notice and

settlement administration, and for reimbursement of expenses in an amount of approximately $ 4

million;

(c) Plaintiffs' Counsel have conducted the litigation and achieved the

Settlement with skill, perseverance and diligent advocacy ;

-8-

(d) The action involves complex factual and legal issues and was actively

prosecuted over three and one-half years and, in the absence of a settlement, would involv e

further lengthy proceedings with uncertain resolution of the complex factual and legal issues ;

(e) Had Plaintiffs' Counsel not achieved the Settlement there would remain a

significant risk that Lead Plaintiff and the Class may have recovered less or nothing from th e

Defendants;

(f) The requested fee award is based on a formula that was negotiated at the

outset of the litigation by the Lead Plaintiff, the Department of the Treasury of the State of New

Jersey and its Division of Investment, a sophisticated investor and litigant, and that was als o

disclosed to the Court at the outset of the litigation ;

(g) Plaintiffs' Counsel have devoted over hours, with a lodestar

value of $ , to achieve the Settlement; and

(h) The amount of attorneys' fees awarded and expenses reimbursed from the

Settlement Fund are fair and reasonable and consistent with awards in similar cases .

15. Lead Plaintiff, the Department of the Treasury of the State of New Jersey and it s

Division of Investment, is hereby awarded $ from the Gross Settlement

Fund. Such award is for reimbursement of the Lead Plaintiff's reasonable costs and expenses

(including lost wages) directly relating to its representation of the Class, including their

participation in and supervision of the litigation and the settlement negotiations . The Court has

considered and found that Lead Plaintiff actively participated in the litigation and settlemen t

discussions .

-9-

16. Exclusive jurisdiction is hereby retained over the parties and the Class Members

for all matters relating to this Action, including the administration, interpretation, effectuation,

enforcement and/or implementation of the Stipulation and this Order and Final Judgment, and

including any application for fees and expenses incurred in connection with administering and

distributing the settlement proceeds to the members of the Class .

17. This Judgment and all provisions thereof, and the Settlement, shall bind each

Class Member whether or not that Class Member files a Proof of Claim or receives an allocation

of settlement proceeds.

18. Except for Sears' payment of the Additional Settlement Consideration,

Defendants and other Released Parties, including their respective insurers, shall have no

responsibility for the administration of the Settlement and shall have no liability to the Lead

Plaintiff, the Class or Lead Plaintiff's Counsel in connection with such administration or with the

escrow agreement covering the Gross Settlement Fund.

19. Without further order of the Court, the parties may agree to reasonable extensions

of time to carry out any of the provisions of the Stipulation .

20. There is no just reason for delay in the entry of this Order and Final Judgment and

immediate entry by the Clerk of the Court is expressly directed pursuant to Rule 54 (b) of the

Federal Rules of Civil Procedure .

Dated: Chicago, Illinois,2006

Honorable Elaine E . BuckloUNITED STATES DISTRICT JUDGE

-10-

SCHEDULE 1 TO EXHIBIT B

DCC10 Exclusion Report Page 1 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29- Mar-06 4:28 P M

PostmarkIdNo Description Name /Address Phone No Date Acct No Status

1006842 ABELL, THOMAS A THOMAS A ABELL 05104/05 1955824 Timely

1007 HEDRICK BLVDMOREHEAD CITY NC 28557

Associated Claim s

1006868 ABRAMCZYK, EUGE EUGENE E ABRAMCZYK 03/23/05 3170425 Timely

1067 GRAY RD SE

FIFE LAKE MI 49633

Associated Claim s

1006908 ACKERMAN, ROBER ROBERT E ACKERMAN 04/12/05 5394095 Timely

465 PISTOL-CLUB-R D

EASLEY SC 29640

Associated Claims

1061679 AHRENS, JANET G JANET G AHRENS 05/12/05 Timely

2655 FOXGLOVEWOODRIDGE IL 60517

Associated Claims

278 AIG ANNUITY INS AIG ANNUITY INSURANCE CO. 06116/05 Timely

205 EAST 10TH AVENUEAMARILLO TX 7910 1

Associated Claims

EXC10 Exclusion Report Page 2 of 109

EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM

PostmarkIdNo Description Name/Address Phone No Date Acct No Status

284 AIG SUNAMERICA AIG SUNAMERICA LIFE ASSURANCE CC 06/16/05 Timely

2999 NORTH 44TH STREET SUITE 250

PHOENIX AZ 8501 8

Associated Claim s

1007237 ALEXANDER, DEBO DEBORAH T ALEXANDER 04/11/05 19878730 Timely21612 HAVILAND AVE

HAYWARD CA 9454 1

Associated Claim s

1007363 ALLEN, THEODORE THEODORE V ALLEN & EMILENAN P 03/30/05 25515361 Timely

ALLEN Tf TEN

4800 N STANTON

EL PASO TX 79902

Associated Claim s

2064852 ALSTON, GLORIA GLORIA ALSTON 06/16/05 Timely

528 ISLE ROYAL BAY DEPT 506 8

ROSELLE IL 60172

Associated Claim s

1007429 GLORIA R ALSTO N 528 ISLE ROYAL BAY

1007511 AMEMIYA, ISAMU ISAMU AMEMIYA

1-35-9 SANNO OTA KU

TOKYO 143-0023

JAPAN

04/22/05 31155438 Timely

Associated Claims


EXCIO141 SEARS, ROEBUCK AND CO. SECURE 1ES REPS 29-Mar-06 4 :28 PM

Postmar kIdNo Description Name /Address Phone No Date Acct No Status

1007512 AME IIYA, KAZUKO KAZUKO AMEMMIYA 04/22/05 31157625 Timely

1-35-9 SANNO OTA KU

TOKYO 14 3

JAPAN

Associated Claim s

285 AMERICAN GENERA AMERICAN GENERAL ASSURANCE CO . 06/16/05 Timely

1000 WOODFIELD ROAD

ONE WOODFIELD LAKESCHAUMBERG IL 60173

Associated Claims

286 AMERICAN GENERA AMERICAN GENERAL LIFE INSURANCE 06/16 /05 Timely

2727-A ALLEN PARKWAY

HOUSTON TX 77525

Associated Claims

287 AMERICAN INTERN AMERICAN INTERNATIONAL LIFE ASST 06/16/05 Timely

OF NEW YORK70 PINE STREET

NEW YORK NY 10270

Associated Claims

168 AMES, JOY JOY A 46S 04/27/05 Timely

1511 ABERDEEN LN

NEW HAVEN IN 46774

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 P M

IdNo Description Name/Address Phone No

1007680 ANDERSON, LINDA LINDA ANDERSO N

5332 W DAVIS

SKOKIE IL 60077

Associated Claims

PostmarkDate Acct No Status06/02/05 38661693 Timely

62 ANDERSON, RICHA RICHARD F ANDERSON

11 PILGRIM CT .

MORRISTOWN NJ 07960

04/04/05 Timel y

Associated Claims

1007708 RICHARD F ANDERSOU 31 PILGRIM COURT

1007811 ANGER, PRISCILL PRISCILLA B ANGER

2872 PAGE

ANN ARBOR MI 48104

Associated Claims

1055442 ANTOSZ, CHESTER CHESTER F ANTOSZ TRUSTEE OF

CHESTER F ANTOSZ 1999

DECLARATION OF TRUST DTD12/14/1999

3432 LASALLE COURTFRANKLIN PARK IL 60131

Associated Claims

03/26/05 44016431 Timely

04/08/05 2145931671 Timely

2046793 ARONS, ARNOLD ARNOLD ARONS TTEE

THE ARONS FAMILY TRUSTU/A DTD 02/17/199 3

260 NEIL ST

VACAVILLE CA 95688

Associated Claims

04/22/05 Timely

EXC10 Exclusion Repo rt Page 5 of 109EXC10141 SEARS, ROEBUCKAND CO. SECURITIES REPS 29-Mar-06 4.28 PM


1008276 AVERHART, JUDY JUDY C AVERHART 03/23/05 64219895 Timely57 OAK RIDGE RD

COFFEEVILLE MS 3892 2

Associated Claims

1057506 BADER, EDWARD EDWARD BADER & 04/05/05 Timely

LOUISE BADER JT TEN156 MAGNOLIA AVENUEHILLSDALE NJ 0764 2

Associated Claims

1008404 BAHAJAK, MARTY MARTY M BAHAJAK 03/24/05 71218865 Timely

4405 S HILLVIEW DRNEW BERLIN WI 5314 6

Associated Claims

2100039 BAKER, MARJORIE MARJORIE L BAKER 06/14/05 Timely2500 GROUSTARK PATHWOOSTER OH 44691

Associated Claim s

2028772 BAKER, SHARON E SHARON E BAKER TTEE 04/22/05 TimelyFBO SHARON E BAKER TR

U/A/D 03/10/99425 CLAYMONT

BALLWIN MO 6301 1

Associated Claim s2028773 SH P. E BA TnM FBO SHARCH 2 SAABIt Mt


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29- Mar-06 4:28 PM


2028906 BAKER, WILLIAM WILLIAM H BAKER 04/22/05 Timely

CGM IRA CUSTODIAN425 CLAYMONT DRIVE

BALLWIN MO 6301 1

Associated Claims

2028907 WILLIAM H BAKM C IR CUSTODI7I N

305 BANKESTER, CHAR CHARLES BANKESTER 06/30/05 Late

513 WINDSOR DR.

MADISON MS 39110

Associated Claim s

1000265 BANTA, GAIL M GAIL M BANTA 04/01/05 85036674 Timely

21 FAIRVIEW AVE

PARK RIDGE NJ 07656

Associated Claim s

2008609 BARNES , BRENDA BRENDA C BARNES TTEE

RANDALL C BARNES TTEEBRENDA C BARNES REV TRUST

4230 PALMER DR

NAPERVILLE IL 60564

05/19/05 Timel y

Associated Claims

1008901 BARNHARDT, LELI LELIA-ANN V BARNHARDT TRUSTEE

U-A DTD 10-03-00 LELIA-ANN V

BARNHARDT REVOCABLE TRUST35345 JOMAR AVE

ZEPHYR HILLS FL 33541

03/24/05 92673743 Timely

Associated Claims

EXC10 Exclusion Repo rt Page 7 of 109

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Postmar kIdNo Description Name/Address Phone No Date Acct No Status

1008994 BARTELMES, FARL FARLEY P BARTELMES 06/15/05 97087159 Timely

12810 HOLIDAY DRKIRKLAND WA 98034

Associated Claim s

1000304 BASARAB , CATHER CATHERINE G BASARAB TRUSTEE 05/18/05 99985091 Timely

U-A DTD 07-07-00 CATHERINE G

BASARAB REVOCABLE TRUS T3 JOHN H STEWART DRIVE APT 125

NEWINGTON CT 0611 1

Associated Claims

2084328 CATHERnM G BASARAB CATHE ME G 5A RAH mV

2059708 BEADLE, RICHARD RICHARD BEADLE 04/26/05 Timely

3 S 101 BARKLEY AVE DEPT

WARRENVILLE IL 60555

Associated Claims

2083786 BECHER, JEAN Z JEAN Z BECHER 04/30/05 Timely

120 RAINTREE DR

ZIONSVILLE IN 46077

Associated Claim s

2079433 BECHER, LESTER LESTER C BECHER 04/30/05 Timely

120 RAINIREE DR

ZIONSVILLE IN 46077

Associated Claims

ECC10 Exclusion Report Page 8 of 109

EXC10141 SEARS, ROEBUCK AND CO. SECURf11ES REPS 29-Mar-06 4:28 PM


1000360 BECK, JACK M JACK M BECK 03/22/05 113597421 Timely

163 TURNER DRDOVER DE 19904

1009354 KX H EEQC 163 TERUM DR

Associated Claims

1009599 BELUE, LAVERNE LAVERNE M BELUE 03/24/05 124205225 Timely

140 CHAMPNEY COURT

GOODLETTSVILLE TN 3707 2

Associated Claims

2068543 BENNETT, CAROLY CAROLYN BENNETT 06/08/05 Timely

2 LARSEN AVE DEPT

SMITHTOWN NY 11787

Associated Claim s

2057454 BENNETT, JEAN JEAN BENNETT 04/26/05 Timely

PO BOX 137 DEPTHALSTAD MN 56548

Associated Claim s

1060052 BENNETT, MARGAR MARGARET H BENNETT TTEE 04/08/05 Timely

MARGARET H BENNETT LIV TR5/24/89

1251 E LUGONIA SP 102

REDLANDS CA 92374

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29- Mar-06 4 :28 PM


1055918 BENSON, ZELMA M ZELMA MAE BENSON 03/28/05 Timely

C/O BANK OF NEW ORLEANS LKFOREST BRANCH

110 AND READ RDA/C 22-7835-9

11440 ZENITH ST

NEW ORLEANS LA 70128Associated Claim s

2056975 BERGER, ALBERTA ALBERTA BERGER

6052 HWY 6 DEPT

ST ANTHONY ND 58566

04/27/05 Timely

Associated Claim s

1000408 BERGLUND, MARIL MARILYN I BERGLUND

19 DUCK CREEK PLACE

IOWA CITY IA 52246

Associated Claims

1009791 )5RILYN J BERGW D 19 DUCK CEMM PUCE

1009893 BERRIER, HARRY HARRY H BERRIER & LINA M

BERRIER JT TEN1250 CEDAR GROVE BLVD S

COLUMBIA MO 6520 1

Associated Claims

03/23/05 134494894 Timely

06/15/05 139446224 Timely

1009988 BETZER, NORMAN NORMAN C BETZER & MARYLIN R

BETZER TTEES U-A DTD 08-04-99

NORMAN C & MARYLIN R BETZERTRUS T

14934W ANTELOPE DRIVE

SUN CITY WEST AZ 85375

06/01/05 143869240 Timely

Associated Claims

EXC10 Exclusion Report Page 10 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURI11ES REPS 29-Mar-06 4:28 PM


2104826 BICKLEY, DOROTH DOROTHY B BICKLEY 06/18/05 Late

1030 BURCHCLIFF C RWEST CARROLLTON OH 4544 9

Associated Claim s

2081446 BISE, DARA H DARA H BISE

96 ROMA DR

CROSSVILLE TN 38555

05/02/05 Timely

Associated Claim s

1000467 BLACK, SUSAN SUSAN M. BLACK

1951 HODSON AVENUE

LA HABRA CA 9063 1

Associated Claims

03/24/05 157152501 Timely

1010292 BLAINE, EDNA M EDNA M BLAINE

3686 CARFAX AVENUE

LONG BEACH CA 90808

06/09/05 158641507 Timely

Associated Claims

1010520 BOCCACCIO, MICH MICHAEL R BOCCACCIO

38 ORCHARD ST

HOLLEY NY 14470

04/12/05 170129378 Timely

Associated Claims

EXC10 Exclusion Report Page 11 of 109EXC10141 SEARS, ROEBUCK AND CO . SECURES REPS 29-Mar-06 4:28 PM


2098740 BOGOMAZ, KATHRY KATHRYN M BOGOMAZ 05/16/05 Timely

3207 OLD BRIDGEPORT WAYSAN DIEGO CA 9211 1

Associated Claims

1010587 BOHACH, PAUL PAUL BOHACH & BEVERLY BOHACH 03/28/05 173599354 Timely

JT TE N1566 RED OAK LANEPORT CHARLOTTE FL 33948

Associated Claim s

2067367 BORNEMAN JR, JO JOSEPH BORNEMAN JR

2603 POINT LOOKOUT COVE DEPT

ANNAPOLIS MD 21401

Associated Claims

05/02/05 Timely

176 BOSSO, O. ROBER O. ROBERT BOSSO 05/02/05 Timely#106 - 801 LAWRENCE AVE. ENORTH YORK, ON M3C 3W2CANADA

Associated Claim s

1010903 BOWER, LESTER J LESTER J BOWER 03/25/05 189674502 Timely

3272 BANTAS CREEK

WEST ALEXANDRIA OH 4538 1

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURMES REPS 29-Mar-06 4:28 PM


1010995 BOYKIN, CAROLYN CAROLYN CARTER BOYKIN 05/24/05 193732646 Timely

9640 WINDWOOD DRIVE

BOERNE TX 7800 6

Associated Claims

1011026 BOZEMAN, JOHN A JOHN A BOZEMAN

LOT 5946 POWELL RDMEREDIAN MS 3930 1

Associated Claims

1011169 BRANDT, JEREMIA JEREMIAH M BRANDT & CAROL K

BRANDT TEN COM

20 MARBURY ROAD

SEVERNA PARK MD 21146

Associated Claims

1055492 BREMNER , HANNEL MORGAN STANLEY TRUSTEE

HANNELORE U BREINER

IRADTD051502ACCT 333 074680069

STE 220 220 PARK STBIRMINGHAM MI 48009

Associated Claims

03124/05

03/29/05

04/11/05

194782166

200681616

Timely

Timely

Timely

2055541 BRIGGS, GERALD GERALD BRIGG S

216 DESERT ROSE DR. DEPTSPARKS NV 89436

05/14/05 Timely

Associated Claims

IXC1 0EXC10141

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Postmar kIdNo Description Name/Address Phone No Date Acct No Statu s

2020567 BROOKS, ROBERT ROBERT A BROOKS TfEE 04/25/05 Timely

FBO BROOKS FAMILY BYPASS TRUS T

U/A/D 09/14/00

11313 LOWELL AVENUE

OVERLAND PARK KS 6621 0

Associated Claims

1000661 P BER T A BRGA(S 11313 I OX,L AVE 1011567 ROE= A *ROCKS 11313 IDWELL AVE

1011744 BROWN, PATRICIA MISS PATRICIA A BROWN 04/04/05 227343524 Timely

506 AVE B

BILLINGS MT 59102

Associated Claim s

2043168 BRUNO, CLAIRE A CLAIRE A BRUNO

2813 WATERFRONT AVE

ALGONQUIN IL 60102

05/02105 Timely

Associated Claim s

2083971 BUCKBEE, BARBAR BARBARA BUCKBEE

SUE W BUCKBEE TRUST4545 E 5TH S TTUCSON AZ 85711

05/31/05 Timely

Associated Claim s

1012172 BURGARD, HELEN MRS HELEN A BURGARD

2809 S 10TH STSHEBOYGAN WI 53081

04/01/05 246073083 Timely

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 PM

PostmarkIdNo Desc ription NamelAddress Phone No Date Acct No Status

277 BURKE, JAMES H. JAMES H. BURKE 06/15/05 Timely

1655 VIA CORONA

LA JOLLA CA 92037

Associated Claim s

1012232 BURKS , MARY ERM MI SS MARY ERMA BURKS

51 ORMOND STREETMATTAPAN MA 02126

03/29/05 249685181 Timely

Associated Claims

66 BUTT, EVELYN & EVELYN L. BUTT 04/05/05 Timely

KENNETH BUTT260 WELSH HILLS RD.

GRANSVILLE OH 43023

Associated Claims

1000820 BUTT, EVELYN L EVELYN L BUTT & JOHN DOUGLAS 04/05/05 259406906 Timely

BUTT TT TEN

260 WELSH HILLS RDGRANVILLE OH 43023

1000821 EVEYN L HD1T & JOHN BUTT JT TEN

Associated Claims

2046250 CACHARELIS, CHA CHARLOTTE I CACHARELIS 05/02/05 Timely

883 OAK STWINNETKA IL 60093

Associated Claims

EXC10 Exclusion Report Page 15 of 109EXCIO141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 P M


1035004 CAFFERY, JOSEPH JOSEPH MC CAFFERY 04/20/05 1241805183 Timely9 HILL TOP DR

MAHOPAC NY 1054 1

Associated Claim s

1012535 CAKL, EDWARD J EDWARD J CAKL 03/30/05 265305537 Timel yBOX 425

MIDLAND TX 79702

Associated Claims

1000844 CALLAHAN, DAVID DAVID P CALLAHAN 05/02/05 267847991 Timely6584 DYSINGER RD APT 4LOCKPORT NY 14094

Associated Claim s

2085531 DAVID P CALM" & JOAN L caranv 5

10 12673 CAMMUSO, WILLIA WILLIAM S CAMMUSO 03/28/05 270699632 Timely2596 CORRELL DRIVE

LAKE ORION MI 48360

Associated Claim s

2115153 CAMPBELL, MARK MARK I. CAMPBELL 06/29/05 Late

MARSHAL JANE CAMPBELL JTWROS

PO BOX 18240RENO NV 89511

Associated Claims

EXC10 Exclusion Repo rt Page 16 of 109EXC10141 SEARS, ROEBUCK AND CO. SECUR ES REPS 29-Mar-06 4 :28 PM

PostmarkIdNo Desc ri ption Name/Address Phone No Date Acct No Statu s

1000887 CAPOLINA, KATHL KATHLEEN MARGARET CAPOLINA 04/11/05 277911802 Timel y6651 OLEN STUTICA MI 48317

Associated Claims

1012980 CARLSON, BONNIE BONNIE L CARLSON 05/12/05 282379915 Timely

1548 RIDGEWAY DRIVE

GLENDALE CA 91202

Associated Claims

270 CARNEY, MICHAEL MICHAEL L. CARNEY 06/14/05 Timely

2720 S. SMYSER RD.

WOOSTER OH 4469 1

Associated Claims

179 CARPENTER, JOSE JOSEPH INE CARPENTER 05/10/05 Timely

100 4TH AVE APT D4TAWAS CITY MI 48763

Associated Claims

2024152 CARUSO, JOSEPHI JOSEPHINE J CARUSO 06/15/05 Timely

CGM IRA CUSTODIAN

262 WATSON AVENUE

PLAINFIELD NJ 07062

Associated Claims

EXC10 Exclusion Repo rt

EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS


1034536 CASTLEBERRY, MA MARY ELLEN CASTLEBERRY

TRUSTEE MARY ELLEN

CASTLEBERRY LIVING U-A DTD7/21/200 0

4202 EAST BROADWAY RD UNIT 218

MESA AZ 85206

Associated Claims

1013687 CHASE, JOYCE A JOYCE A CHASE

9021 AZINGER DRIVE

PLANO TX 7502 5

Associated Claims

Page 17 of 109

29-Mar-06 4:28 PM

PostmarkDate Acct No Status

04/06/05 1222803950 Timely

03/28/05 312367079 Timely

1013769 CHERRY, GLADYS GLADYS H CHERRY

5643 VANDERBILT

DALLAS TX 75206

Associated Claims

04/09/05 315287833 Timely

1013917 CHRISMER, JOSEP JOSEPH B CHRISMER TTEE U-A

DTD 08-18-95 THE JOSEPH BCHRISMER LIVING TRUST

3525 CANBY ST APT 305

HARRISBURG PA 17109

Associated Claims

2077089 CIAMILLO, LOUIS LOUIS CIAMILL O

17 CONCORD ROADLEBANON NJ 08833

04/11/05 321313627 Timely

06/01/05 Timely

Associated Claims



PostmarkIdNo Desc ription NamelAddress Phone No Date Acct No Status

2031488 CICCARINO, FRAN FRANCIS CICCARINO 04/22/05 Timely

20 EASTHAMSCOTCH PLAINS NJ 07076

Associated Claim s

1016667 CIUTIIS, CLAIRE CLAIRE A DE CIITf1IS 04/12/05 437486945 Timely2704 VISTA MESA DR

RANCHO PALOS VERDE CA 90273

Associated Claims

2057529 CLARK, HAZEL HAZEL CLARK

2410 EAGLE RIDGE DRIVE

COUNCIL BLUFFS IA 51503

Associated Claims

06/08/05 Timely

2057570 CLARK, JERRY JERRY CLARK 05/02/05 Timely2116 62ND ST DEPT

DES MOINES IA 50322

Associated Claims

1014308 CLEAVENGER, DEV DEVER C CLEAVENGER 06/08/05 336710614 Timely

9074 W JAVA LN APT 20 1

BOISE ID 83704

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 P M

PostmarkIdNo Description Name/Address Phone No Date Acct No Statu s

1014376 CLINEBELL, ELDO ELDON E CLINEBELL TRUSTEE 03/22 /05 339958113 TimelyU-A DID 11-21-96 THE MARY L

CLINEBELL TRUST

1502 N 12TH STREET

PEKIN IL 61554

Associated Claim s

1014580 COIA, JOHN D JOHN D COLA

1102 BORBECK AVEPHILADELPHIA PA 1911 1

Associated Claims

03/21/05 349151252 Timely

2044292 COKER, BILLIE B BILLIE B . COKER

CGM IRA CUSTODIAN

604 WEST QUITMAN

IUKA MS 38852

04/23/05 Timely

Associated Claims

2032108 COMBS , WILLIAM MR. WILLIAM COMBS

CGM IRA ROLLOVER CUSTODIAN

329 LONG RIDGE LANEEXTON PA 19341

04/21/05 Timely

Associated Claim s

1014895 CONLON, DORIS DORIS CONLON

750 N OCEAN BLVD APT 309POMPANO BEACH FL 33062

04/28/05 361768177 Timely

Associated Claims

EXC10 Exclusion Report Page 20 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURI11ESREPS 29- Mar-06 4:28 PM


204010] CONLY, OLGA M OLGA M CONLY 04/25/05 Timely

925 ARNOLD STPHILA PA 19111

Associated Claim s

2027996 CONNECTICUT GEN CONNECTICUT GENERAL LIFE INS. COIF 06/13/05 Timely

C/O CIGNA INVESTMEN TMANAGEMENT

ATTN:SHIRLEY M. ALLSHOUSE

280 TRUMBULL STREET - HI 6C

HARTFORD CT 06103

Associated Claim s

1014910 CONNELL, MADELE MADELEINE M CONNELL & JOHN W 03/23/05 362358259 Timel y

CONNELL iT TEN

670 POINSETTA DR

SATELLITE BCH FL 32937

Asso ciated Claim s

259 CONTINENTAL ASS CONTINENTAL ASSURANCE COMPANY 06/13/05 Timely

333 SOUTH WABASH AVENUECNA CENTER

CHICAGO IL 60685

Associated Claims

260 CONTINENTAL CAS CONTINENTAL CASUALTY COMPANY 06/13/05 Timely

333 SOUTH WABASH AVENUE

CNA CENTERCHICAGO IL 60685

Associated Claims

IXC10 Exclusion Report Page 21 of 109

EXC10141 SEARS, ROEBUCK AND CO. SECURrIIES REPS 29-Mar-06 4 :28 PM

Postmar kIdNo Description Name/Address Phone No Date Acct No Status181 COOPER, ALICE ALICE COOPER TRUSTEE 05/24/05 Timely

ALICE COOPER DECLARATION O FTRUST

670B BALLANTRAE LN

NORTHBROOK IL 60062

Associated Claims

1059995 CORDON, PHILLIP PHILLIP D CORDON & 04/08/05 Timely

MARCIA J SMOKE JT TEN

8 SUNDANCE DRIVEBUCHANAN Ml 49107

Associated Claims

2003377 COREY, JOHN A JOHN A COREY

2507 WEST MOSS AVE.

PEORIA IL 61604

04/25/05 Timely

Associated Claim s

1035151 CORKELL, BERNAR BERNARD M MC CORKELL

226 GETTYSBURG RD

SAN ANTONIO TX 78228

03/26/05 1249352981 Timel y

Associated Claims

1003942 CORKELL, WANNA WANNA M MC CORKELL

226 GETTYSBURG RD


03/26/05 1249355030 Timel y

Associated Claim s

1003946 1 Nt H W- cORKELL 226 GETTYSBURG RD 1035152 100M M t8 CORFL 226 Cdi1TYSBURG RD

1035187 WAl* M MC CORRELL 226 GETTYSBURG RD




1015319 COTE, LOIS H HI LOIS H HILL COTE 04/23/05 380002220 Timel y

13115 VISTA DELA LAGUNA


Associated Claim s

1015345 COUGHLIN, DOROT DOROTHY COUGHLIN

228 VAN BUREN STMASSAPEQUA PARK NY 11762

04/16/05 381111323 Timely

Associated Claim s

1015470 COZZI, GERALD N GERALD N COZZI & KENNETH F

COZZI & CATHERINE V COZZI JTTEN

3409 WOODRIDGE DR

WOODRIDGE IL 60517

04/01/05 386845367 Timely

Associated Claims

2027891 CRISMAN, THOMAS THOMAS B CRISMAN 04/25/05 Timely

CGM IRA CUSTODIAN

45 FRANCES DRIVEHOPEWELL JCT NY 12533

Associated Claims

2027892 MKtms B CRIQ N cGS IRA COSTTIAN

1056850 CRISSMAN, PAUL PAUL D CRISSMAN 04/06/05 Timely

1127 ST RT 184TROUT RUN PA 1777 1

Associated Claims

EXC10 Exclusion Report Page 23 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 P M


1001303 CRUMP, EDGAR EDGAR CRUMP, DECD 05/04/05 400171453 Timely

JERRIE MARIE CRUMP, BENEFICIAR Y2112 POWDER SPRINGS RD SWMARIETTA GA 3006 4

Associated Claim s

1001305 MIME MARIE CRUMP 2112 pc5 ER SPRINGS RD s

1015787 CRUSIE, MARIAN MARIAN E CRUSIE 04/02/05 400466221 Timely

847 SPRING S T

GREENFIELD OH 45123

Associated Claims

1015818 CUDDIHY, LOUISE MISS LOUISE A CUDDIHY 03/30/05 401336448 Timely

THE ANCHORAGE UNIT 3A

350 GROVERS AVEBRIDGEPORT CT 0660 5

Associated Claims

1001330 CURRENS, JOYCE JOYCE WITT OLSON CURRENS 03/29/05 406342541 Timely

ADMINISTRATRIX OF THE ESTATE

OF MAURICE GUY CURREN S

3415 HUNTERTOWN RD

VERSAILLES KY 40383

Associated Claim s

1015964 JOYCE WITT O7SON CMUMS NYN7ISTRATRIR O F

274 DAMANTE, NORMA NORMA DAMANTE 06/14/05 TimelyP.O. BOX 45000

NEW BRUNSWICK NJ 08906

Associated Claims

DCC10 Exclusion Repo rt Page 24 of 109

EXCIO141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM


1016239 DANIS, JOANNA D JOANNA D DANIS 04/01/05 418191083 Timel y

3 ANGLEWOOD RD

COVENTRY RI 0281 6

Associated Claim s

275 DAVIDSON, ROBER ROBERT A . DAVIDSON 06/13/05 Timely

6675 N. HARRISON AVE.FRESNO CA 9371 1

Associated Claims

2062363 DEARDURFF, GARY GARY DEARDURFF 06/11/05 Timely

203 SYLVAN GLENN DRIVE

SOUTH BEND IN 4661 5

Associated Claims

1001425 G7+ I IC D DEARDUAHF 203 SYLVAN GLUT DRIV E

1016802 DELANEY, MICHAE MICHAEL JOHN DELANEY 03/25/05 442479818 Timely

745 S HAWTHORNE AVE

ELMHURST IL 60126

Associated Claim s

1016927 DEMING, SUE RHO SUE RHODES DEvIING 03/28/05 446942465 Timely

4219 WINDEMERE LANECHARLOTTE NC 2821 1

Associated Claims


EXC10141 SEARS , ROEBUCK AND CO. SECURITIES REPS 29- Mar-06 4 :28 PM


2061109 DENGATE, MARINE MAXINE DENGATE

178 MANOR WAY DEPT

ROCHESTER HILLS MI 48309

Associated Claims


04126/05 Timely

177 DENYER, CARRIE CARRIE DENYER

7465 CRESTWOOD DRIVE

CHILLIWACK, BC V2R 1K2

CANADA

05/03/05 Timel y

Associated Claim s

1017255 DICK, SANDRA P SANDRA P DICK

62 WOODLAND ESTATES RDGREAT FALLS MT 59404

Associated Claim s

1017518 DISSE , SUSAN L SUSAN L DISSE

18254 302ND A VDETROIT LAKES MN 5650 1

Associated Claims

04/02/05 459890918 Timel y

03/30/05 468844635 Timely

1017617 DOERING, NORMAN NORMAN W DOERIN G

& RUTH E DOERING TRUSTEES

DOERING FAMILY REVOCABLE TRUST

638 EMIL Y

HOLTS SUMMIT MO 65043

Associated Claims

03/31/05 473440521 Timely

EXC10 Exclusion Report Page 26 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 2 9-Mar-06 4 :28 P M


1017653 DOLAN, JOHN W JOHN W DOLAN 05/25/05 474813780 Timely

310 E GRAISBURY AVEAUDUBON NJ 08106

Associated Claim s

1017670 DOLLINS, NANETT MRS NANETTE DOLLINS

812 MCCALLISTER AVE

SUN CITY CTR FL 33573

Associated Claim s

2084644 DOMIN, DANIEL. J DANIEL J DOMIN

5970 PERKINS LANE

WESTERVILLE OH 43082

03/24/05 475734297 Timely

06/14/05 Timel y

Associated Claim s

2049220 DONALDSON, RAY RAY W DONALDSON AND

ALENE R DONALDSON JTWROS313 WESTCHESTER AVENUE

HUNTSVILLE AL 35801

04/29/05 Timely

Associated Claims

1017816 DOREY, ANNA L ANNA L DORE Y

481 DIAMOND OAKS RD

ROSEVILLE CA 95678

04/25/05 481502284 Timely

Associated Claims

IXC10EXCl0141

Exclusion Repo rt

SEARS, ROEBUCK AND CO. SECURMES REPS

Page 27

29-Mar-06

of 109

4:28 PM


1018004 DRAKE, MARGIE G MARGIE G DRAKE 04/11/05 489238121 Timel y

1203 LEON LANE

HOLLY HILL FL 32117

Associated Claims

1001663 DUNN, FRANCES C FRANCES C DUNN 05/18/05 502492684 Timely1014 CHERRY STONE C TMADISON MS 3911 0

Associated Claims

1018328 FRSSCFS C DUNK 1014 CHERRY STUNS CT

294 DZURIS, ROBERT ROBERT DZURIS 06/14/05 Timely

UNKNOWN

MELVILLE NY 11747

Associated Claim s

1018567 EBEL, ELVERA M MRS ELVERA M EBEL 06/04/05 512231355 Timely

C/O ELVERA M RICHARDSON

S126THAVES EJAMESTOWNND 5840 1

Associated Claims

1018621 ECKMAN, DONALD DONALD E ECKMAN & MRS ARLENE 04/18/05 514260427 Timely

B ECKMAN JT TEN1244 HAWTHORNE LANE

DOWNERS GROVE IL 6051 5

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURf11ES REPS 29-Mar-06 4 :28 PM

Postmar kIdNo Description NamelAddress Phone No Date Acct No Status

2059361 EDNEY, KATHERIN KATHERINE EDNEY 06/02/05 Timely

1241 CENTRAL AVENUE DEPT 571 8

MEMPHIS TN 38104

Associated Claims

1019035 EMMERT, DAVID A DAVID A EMMERT & JANET L

EMMERT JT TEN

20860 WAUBASCON ROADBATTLE CREEK MI 49017

Associated Claims

04/14/05 533663428 Timely

2084507 ENGLE, CONSTANC CONSTANCE M ENGLE

9960 63RD RD APT 5X

REGO PARK NY 11374

04/03/05 Timely

Associated Claim s

1019189 ERICKSON, AUDRE AUDREY M STACH ERICKSON

3329 SOUTH STACH RD

COEUR IYALENE ID 83814

03/28/05 540706964 Timely

Associated Claims

2053912 ESPINOLA , IRMA IRMA ESPINOLA 05/02/05 Timely

1436 MERRIWETHER WAY DEP T

EL CAJON CA 9201 9

Associated Claim s

1019258 IP A ESPfl OIA 1436 RnmTHER 1



PostmarkIdNo Description NamelAddress Phone No Date Acct No Statu s

1019309 ESTOK, PAUL V PAUL V ESTOK 03/28/05 545516649 Timel y

513 A OLYMPIA PARK PLAZA

MC KEESPORT PA 15132

Associated Claim s

1019337 EUSE, FRANKLIN FRANKLIN V EUSE & CAROL EUSE

JT TEN7019-3 RD N W

SEATTLE WA 98117

Associated Claim s

1019362 EVANS, HELEN LU HELEN LUCILLE EVANS

4325 E 29TH ST LOT 112

DES MOINES IA 0031 7

Associated Claim s

2058407 EVANS, SANDRA SANDRA EVANS

1913 GOLDFINCH DR.ST BERNARD LA 70085

04/13/05 546826158 Timely

04/05/05 548269248 Timely

05/03/05 Timel y

Associated Claim s

1019432 EWING, EVELYN B EVELYN B EWING

1587 LOVE RDCLOVER SC 29710

03/26/05 551468097 Timely

Associated Claims

EXC10 Exclusion Report Page 30 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 428 PM


1022924 EXECUTOR, BRUCE BRUCE GRAHAM EXECUTOR U-W 06/06/05 713179314 Timely

OF EDNA GRAHAM4340 ROUTE 286 HWY W

INDIANA PA 15701

Associated Claims1022925 F)W M MM M, DECD BRUCE R . GRAHAM E E 1022926 BRUCE R GRAHAM EXECUTOR U -W OF IDRA M CRAW

1037174 EXECUTOR, RICHA RICHARD MOONEY EXECUTOR

ESTATE OF LAURENS M MOONEY JR

1016 BROADWAY AVESECANE PA 19018

Associated Claims

04/27/05 1335883718 Timely

1019442 EYER, KENNETH A KENNETH A EYER & MRS

PATRICIA A EYER JT TEN17747 HOLLY CTTINLEY PARK IL 60477

Associated Claims

04/14/05 552069385 Timely

1019694 FASSIO, HARRY P HARRY P FASSIO

4516 FURLEY AVE

BALTIMORE MD 21206

Associated Claims

1019911 FERGUSON, MYRNA MYRNA L FERGUSON

530 CR 1312

PITTSBURG TX 75686

05/31/05 563819636 Timely

06/08/05 573274062 Timely

Associated Claims

ECC10 Exclusion Repo rt Page 31 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 PM


2098738 FERRIS, JUDITH JUDITH I FERRIS 06/13/05 Timely

FORREST G FERRIS JT TEN4440 W ELKTON RD

HAMILTON OH 4501 1

Associated Claims

1020106 FINK, EVELYN EVELYN FINK 03/24/05 582050673 Timely

5437 BERRYMAN AVE

CULVER CITY CA 90230

Associated Claim s

1020156 FIORE, ANNA M ANNA M FIORE 05/23/05 584224054 Timely

59 CHESTNUT S T

ROCHELLE PARK NJ 07662

Associated Claim s

1020179 FISCHER, BARBAR BARBARA J FISCHER & RICHARD M 03/28/05 586589847 TimelyFISCHER JT TEN

12022 N RIDGE RD

MEQUON WI 53092

Associated Claims

1020224 FISHER , INGRID INGRID M FISHER

1711 WEBSTER AVE

ABINGTON PA 19001

04/05/05 589057312 Timely

Associated Claims

E(C10 Exclusion Report Page 32 of 109



1059681 FITZGERALD, LEO LEONARD R FITZGERALD & 05123105 Timely

ALMA FOX .Tr TEN

1301 DENTON WAY

REDDING CA 96002

Associated Claim s

1003303 FMTC, NFS NFS FMTC TTEE FBO LORRAINE R

KRAFT IRAAC 460-96-161 3

2203 CARTWRIGHT ST

IRVING TX 75062

Associated Claim s

1020500 FOLL, LEROY LEROY FOLL & HELEN L FOLL

TRUSTEES U-A DTD 11-23-93LEROY FOLL & HELEN FOLL

TRUS T

1902 LONE TREE LANE

LAS CRUCES NM 88011

Associated Claim s

1020536 FORBES, JACK JACK FORBES & MARJORIE

FORBES JT TEN509 TYLER DR

CARPENTERSVILLE IL 6011 0

Associated Claims

04/11105 1052270821 Timel y

04/05/05 602601039 Timel y

03/22/05 604276445 Timely

263 FORD, VIRGINIA VIRGINIA A. FORD

217 ASHLAND AVENUESECANE PA 19018

06/14/05 Timely

Associated Claims

EXC10 Exclusion Report

EXC10141 SEARS, ROEBUCK AND CO. SECURJ11ES REPS

PostmarkIdNo Description Name/Address Phone No Date

1020685 FOUTS, THOMAS H ESTATE OF THOMAS H FOUTS 04/14/05

JERRY D. FOUTS, REPRESENTATIVE325 S COUNTRYMAN RD

OZARK MO 65721

Associated Claims

Page 33 of 109

29-Mar-06 4 :28 PM

Acct No Status

611750995 Timely

2049061 FRITZ, JACQUELI JACQUELINE E FRITZ IRA 07/13/05MGD ASSETS PREFERENCE

PO BOX 3042

SHERIDAN WY 8280 1

Associated Claims

Late

2052140 FRYE, CAROLINE CAROLINE FRYE 05/06/05226 RUTH BLVD. DEPT 985 9

LONGWOOD FL 3275 0

Associated Claims

Timely

1021157 FUGGITI , SERGIO SERGIO FUGGITI & MARILYN L

FUGGITI JT TEN530 E EAGLEWATERLOO IA 50701

04/15/05 634876513 Timely

Associated Claim s

60 FUQUAY, MARY MARY FUQUAY

WILLIAM A FUQUAY

801 TAMAYO 114

CHULA VISTA CA 91910

04/05/05 Timely

Associated Claims




1021414 GAMBARDELLA, EL ELEANOR V GAMBARDELLA 04/02 /05 646086698 Timel y

# 31 81331 CRANE ST

MENLO PARK CA 9402 5

Associated Claim s

1002091 GAMBER, MARY B MARY B GAMBER 03/28105 646137807 Timely

3525 CANBY ST APT 220

HARRISBURG PA 17109

Associated Claims

1021495 GARCIA, RICHARD RICHARD A GARCIA 03/24 /05 649229381 Timely

18 CASA GRANDEBROWNSVILLE TX 7852 1

Associated Claims

1021522 GARDNER, LEWIS LEWIS G GARDNER & CHRISTIAN 04/01/05 650383717 Timely

G GARDNER IT TEN

338 TAMARIND DRIVE

TROY NC 27371

Associated Claims

1021685 GAUGER, EARL C EARL C GAUGER 05/27/05 657540131 Timely

21 AMBASSADOR CIRCL ERANCHO MIRAGE CA 92270

A ssociated Claims



PostmarkIdNo Description NamelAddress Phone No Date Acct No Status

1002178 GIBSON, ANITA R ANITA R GIBSON 04/07/05 672313219 Timely

212 VISTA


Associated Claims

1022097 GIER, EDWARD FR EDWARD FRANCIS GIER

6132 HOLME S

KANSAS CITY MO 64110

04/05/05 673835570 Timely

Associated Claim s

1022250 GIOVANINE, DONA DONALD J GIOVANINE CUST

CATHY JANN GIOVANINE

UNIF GIFT MIN ACT IL414 S DEBORAH

MT PROSPECT IL 60056

Associated Claims

04/19/05 681580153 Timely

1051987 GLAI-IN, MYRLIN D MYRLIN D VON GLAHN TR U-A

10-20-88 MYRLIN D VON

GLAHN TRUST

35 BRANDON PLACE

ROCKY RIVER OH 44116

Associated Claims

03/24/05 1992334563 Timely

272 GLASER, LILLIAN LILLIAN GLASER

7924 TEESDALE AVE.

N. HOLLYWOOD CA 91605

06/14/05 Timely

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURES REPS 29-Mar-06 4:28 PM


1002237 GOERTZ, JAMES JAMES GOERTZ 04/09/05 690978959 Timel y

1309 GREEN FOREST DR

AUSTIN TX 78745

Associated Claim s

1022478 GOFFE, MYRL P MYRL P GOFFE TRUSTEE

U-A DTD 04-18-9 6DEAN & MYRL GOFFE

FAMILY LIVING TRUST

2057 MARWOOD DRIVE

SALT LAKE CITY UT 84124

Associated Claims

2006322 GOLDMAN, SCOTT SCOTT BRUCE GOLDMAN

60 E COUNTRY CLUB CTPALATINE IL 60067

Associated Claims

03/31/05 691540070 Timely

05/02/05 Timely

1022553 GOLDSMAN, SEYMO SEYMOUR GOLDSMAN

105 EDGEWOOD AVE

WEST ORANGE NJ 07052

Associated Claims

03/30/05 696076648 Timely

1022559 GOLDSMITH, PETE PETER N GOLDSMITH

1127 LONG HILL ROADMILLINGTON NJ 07202

03/30/05 696332468 Timely

Associated Claims

EXC10 Exclusion Report Page 37 of 109ECC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 P M


1002266 GOOD, MARK MARK GOOD 04/25/05 700178522 Timely

510 MADISON AVE

GLENCOE IL 6002 2

Associated Claims

1022742 GORDON, ANTOINE ANTOINE1TE GORDON TRUSTEE 03/30/05 704182003 Timely

UNDER DECLARATION OF TRUSTDTD 09-10-9718 WELLFLEET DR

MEDIA PA 19063

Associated Claim s

2075091 GOREY, THOMAS C THOMAS C GOREY 05/07/05 Timely

THOMAS C GOREY TRUST1250 N DEARBORN ST APT 5B

CHICAGO IL 6061 0

Associated Claim s

1022911 GRAFF , DARLENE DARLENE LGRAFF 03/23/05 712584723 Timely1083 REDDING AVECOSTA MESA CA 92626

Associated Claims

5 GRAHAM, BRUCE R BRUCE R GRAHAM 06/06/05 Timely

1416 SEXTON RD.INDIANA PA 1570 1

Associated Claims

EXC10 Exclusion Report Page 38 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURMES REPS 29-Mar-06 4:28 P M


1022938 GRAHAM, NANCY C NANCY C GRAHAM 04/28/05 713883504 Timely2356 JOHNSTON RD

HERNANDO MS 38632

Associated Claims

1017895 GRANT, RONALD W RONALD W GRANT TRUSTEE U-A 03/30/05 484720265 Timely

DID 10-27-99 DOUGLAS FAMILY

TRUST9230 WISTER DRIVE

LA MESA CA 91941

Associated Claim s

1023419 GRISWOLD, CLAIR CLAIRE E GRISWOLD

315 FOUNTAINVIEW CIR

OLDSMAR FL 34677

Associated Claim s

1023739 GU REZ, MARI MARIA G GUTIERREZ

321 W PIERCEHARLINGEN TX 7855 0

Associated Claims

1007588 H, MAYNARD MAYNARD H ANDERSON &

PATRICIA L ANDERSON TRUSTEESU-A DTD 05- 14-97 THEANDERSON LIVING TRUST

477 FRENE DRIVEHERMANN MO 65041

06/15/0 5

06/14/05

04/11/05

73551892 1

748983388

34560962

Timel y

Timely

Timely

Associated Claims


i XC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM


1024059 HALLER, BETTY J BETTY J HALLER 03/30/05 763709466 Timely

3729SWTROY ST

PORTLAND OR 97219

Associated Claims

1024152 HAMLIN, JAMES L JAMES L HAMLIN AND VICTORIA 06/14/05 768338286 Timely

K HAMLIN JT TEN

15 LAUREL DRHANOVER PA 17331

Associated Claim s

2031031 HARRINGTON III, JOHN C. HARRINGTON I II

LEONA M. HARRINGTON TTEE

204 POINT PETER PL

SAINT MARYS GA 31558

06/15/05 Timely

Associated Claim s

1024589 HARRIS, MARTHA MARTHA JEAN HARRI S

4699 ATOKA-IDAVILLE RDAD

ATOKA TN 3800 4

Associated Claims

05/04/05 788779396 Timely

1002535 HART, SUSAN J SUSAN J HART TRUSTEE U-A DTD

11-21-01 SUSAN J HART

REVOCABLE TRUST2120 INDIAN RD

WAUKEGAN IL 60087

03/28/05 793046829 Timely

Associated Claims

1024695 SUSAN J HART TRUSTEE U -A DTD 11-21- 01 SUSAN


DCC10141 SEARS, ROEBUCK AND CO. SECURMES REPS


2009018 HEALEY, LEONARD LEONARD L HEALEY TTEE

ROSEMARY A HEALEY TTEE

HEALEY REVOCABLE TRUST4212 STIMSON RD

BELGRADE MT 5971 4

Associated Claims

Page 40 of 109

29-Mar-06 4 :28 PM

Postmar kDate Acct No Status

05/03/05 Timely

267 HEERSINK , BERNA BERNARD HEERSINK

21 HIGHLAND AVE. #1

NEWBURYPORT MA 01950

06/14/05 Timely

Associated Claims

1025168 HEINRITZ, THEOD THEODORE E HEINRITZ (DECEASED) &

NAN E H ROBERSHOTTE if TEN

224 SITKA COURT

RICHLAND WA 99352

Associated Claims

05/10/05 815411445 Timely

1002609 HELT, LORRAINE LORRAINE M HELT

2965 JOHNSTONVILLE RD #96SUSANVILLE CA 9613 0

Associated Claim s

1025247 HELWIG, RUSSELL RUSSELL D HELWIG & MRS KAREN

A HELWIG IT TEN

W 8615 GLACIAL DR

WHITEWATER WI 53190

03/29/05 818943359 Timely

04/11/05 819093511 Timely

Associated Claims

EXC10 Exclusion Repo rt Page 41 of 109EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM


1025383 HENRY, RONALD RONALD HENRY CUST SARA 03/25/05 825248763 Timel y

BROOKE HENRY UNDER THE F LUNIF TRAN MIN ACT

611 ALLEGHANY CIRCLE

WOODSTOCK VA 2266 4

Associated Claim s

1025386 HENRY, RONALD L RONALD L HENRY CUST TRICIA

LEAH HENRY UNDER FL UNIF

TRANSFERS TO MINORS ACT611 ALLEGHANY CIRCLE

WOODSTOCK VA 22664

03/24/05 825305220 Timely

Associated Claim s

2052585 HERNANDEZ, DAVI DAVIDHERNANDE Z

8054 CAMINO CT DEPT 5068UNIT B7

MIAMI FL 33143

05/05/05 Timely

Associated Claim s

1025979 HIRST, CAROLYN CAROLYN K HIRST

181-14TH STCRESSKILL NJ 07626

04/26/05 849108142 Timely

Associated Claims

59 HITCHAK, ELEANO ELEANOR M HITCHAK

1306 INGHAM ST

PITTSBURGH PA 15212

03/24/05 Timely

Associated Claims




2115740 HOLLIDAY, SIGRI SIGRID H HOLLIDAY TEE 06/28/05 Late

FBO SIGRID H HOLLIDAY REV LIV T RDTD 11/6/9 7BOX 63

NORTH SPRINGFIELD PA 16430

Associated Claim s

2005309 HOLLOWAY, SANDR SANDRA E HOLLOWAY REV TR 04/19105 Timely

SANDRA E HOLLOWAY TTEE

115 A BRONTE S TSAN FRANCISCO CA 94110

Associated Claim s

1026329 HOLSINGER, WELD WELDEN B HOLSINGER & NMS 03/26/05 866186348 Timely

ERNESTINE HOLSINGER JT TEN

9756 S E 40THMERCER ISLAND WASH

MERCER ISLAND WA 98040

Associated Claim s

1002746 HOLT, WILLIS ED WILLIS EDWARD HOLT 04/15/05 867148408 Timely

18060 US HWY 23 1

TITUS AL 36080

Associated Claim s

2062812 HOUGAS, KENNETH KENNETH HOUGAS

28W511LEVERENZ DEPT

NAPERVILLE IL 60564

06/06/05 Timely

Associated Claims


IXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :2B PM


2031788 HOUGHTON, JAMES DR. JAMES HOUGHTON 04/23/05 Timely


1025 W. DESERT HILLS DRIVEGREEN VALLEY AZ 85614

Associated Claim s

1026729 HUBER, JEAN B JEAN B HUBER

2442 PUTTER ROAD

ZELLWOOD FL 32798

Associated Claims

164 HUDSON, JOE JOE HUDSON

111 MODOR TR

LAKE KIOWA TX 76240

04/26/05 887006201 Timely

04/16/05 Timel y

Associated Claims

1026833 HUGHES, JOAN A JOAN A HUGHES

1620 AMAZON RDLAKE MOHEGAN NY 1054 7

Associated Claims

05/07/05 891153991 Timely

1026881 HULSE, MARY MARY HULSE

APT 40 0

815 S 216TH STDES MOINES WA 98198

04/14/05 893303321 Timely

Associated Claims


ECC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 428 PM


2031809 HUMMEL, DONALD DONALD E. HUMME. 06/30/05 Late

CGM IRA CUSTODIAN

RT I BOX 180

GREENWOOD MS 38930

Associated Claims

2116707 HUNTER, CHRISTI CHRISTINA A HUNTER 06/24/05 Late

210 WASHINGTON AVEISLAND PARK NY 1155 8

Associated Claim s

2069388 HURLEY, RICHARD RICHARD HURLEY 04/28/05 Timely

2 BROOKSIDE DR#10 DEPT 506 8

EXETER NH 03833

Associated Claims

1027229 IOTT, JOANNE M JOANNE M IOTT & LEONARD L 05/18/05 909925742 Timely

IOTT TTEES U-A DTD 06-01-94

THE JOANNE M IOTT LIVING TRUST5807 EVERGREEN ST

{ MIDLAND MI 48642

Associated Claim s

2003675 IRA IRA FBO F LEE HOLYCROSS 04/23/05 Timely

PERSHING LLC AS CUSTODIANROLLOVER ACCOUNT

20152 BARKER RD

MARYSVIL LE OH 43040

Associated Cla ims




2069424 IRISH, BRADLEY BRADLEY IRISH 06/16105 Timely

15 EDWARDS ST DEPT

PORTLAND ME 04102

Associated Claim s

1027319 IVES , PEGGY A PEGGY A IVES

9455 E LIPPINCOTT BLVDDAVISON MI 48423

Associated Claims

06106/05 914035714 Timely

1027779 JENKINS, SAMUEL SAMUEL G JENKINS

2252 EVERGREEN SPRINGS DRDIAMOND BAR CA 9176 5

Associated Claims

03/23/05 932954405 Timely

1027804 JENSEN, DONNA M DONNA MAE JENSEN TRUSTEE U-A

DTD 05-29-97 DONNA MAE JENSEN

REVOCABLE TRUS T

PO BOX 1402

LANDER WY 8252 0

Associated Claims

1027890 JINDRA, SUSAN A SUSAN A JINDR A

1082 N CHERRY POP DRINVERNESS FL 34453

03/28/05 934313315 Timely

05/06/05 937260717 Timely

Associated Claims

EXC10EXCIO141

Exclusion Report Page 46 of 109

SEARS, ROEBUCK AND CO. SECURMES REPS 29-Mar-06 4:28 P M

IdNo Description Name/Address

1002992 JOHNSON, EDWARD EDWARD P JOHNSON

6 NELMAR HEIGHT

CLAREMONT NH 03743

PostmarkPhone No Date Acct No Status

06/06105 943225761 Timely

Associated Claim s

1028062 JOHNSON, IDA G IDA G JOHNSON 06/14/05 945175847 Timely

109 HILLVIEW CT

HOPKINSVILLE KY 42240

Associated Claims

2079006 JOHNSON, KARL W KARL W JOHNSON 05/03/05 Timely

2542 OLD PULLMAN RD

MOSCOW ID 83843

Associated Claims

2061551 JOHNSON, MARTHA MARTHA JOHNSON 04/30/05 Timely

2051 GARDENBROOK LN DEPT

TALLAHASSEE FL 3230 1

Associated Claims

2087706 JOHNSTON, WILLI WILLIAM JAMES JOHNSTON

34 NORWICH PLACE

SOMERSET NJ 08873

05/09/05 Timely

Associated Claims

EXC1O Exclusion Repo rt


IdNo Desc ription Name/Address Phone No271 JONES, CHARLES CHARLES H . JONES

709 RIVER CRESTLEANDER TX 7864 1

Associated Claims

Page 47 of 109

29-Mar-06 4 :28 PM


06/14/05 Timely

1028326 JONES, ELIONOR ELIONOR V JONES

167 POYDRAS AVE

MOBILE AL 36606

Associated Claim s

1028523 JOSEPH, RONALD RONALD E JOSEPH

350 PARKER ST

MANCHESTER CT 06040

Associated Claims

03/22/05 956273701 Timely

04/05/05 964608365 Timely

2082046 KAISER , DENNIS DENNIS R KAISER &

MILDRED L LANE904 E 13TH ST APT I

YANKTON SD 57078

05/02/05 Timely

Associated Claim s

1028718 KALENA JR, MICH MICHAEL KALENA JR

7 QUAKER HILL LN

RANDOLPH NJ 07869

03/23/05 972770571 Timely

Associated Claims

EKC10 Exclusion Report Page 48 of 109

E(C10141 SEARS, ROEBUCK AND CO. SECURMES REPS 29-Mar-06 4:28 PM


1028867 KARABATSOS, GEO GEORGE KARABATSOS & ELAINE 04/11/05 978771419 Timely

KARABATSOSITTEN541 DORIS DR

MELROSE PARK IL 60160

Associated Claims

1028961 KASUNIC, ARLENE ARLENE G KASUNIC FAMILY TRUST

DOROTHY A KASUNIC, TTE E

1943 HAZEL AVEKALAMAZOO MI 49008

Associated Claim s

1029076 KEARNEY. PATSY PATSY R KEARNEY

5312 BLANEY WAY

DALLAS TX 75227

Associated Claim s

2069099 KELLER, GEORGE GEORGE KELLER

14 EMILY DR DEPT 5068

LAKE RONKONKOMA NY 11779

Associated Claims

04/21/05 982832843 Timely

04/08/05 988328611 Timely

05/23/05 Timely

1029209 KELLEY, SHEILA SHEILA KELLEY & GIRARD

KELLEY ]T TEN

BOX 245PARISHVILLE NY 13672

03/24/05 995322131 Timely

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURf11ES REPS 29-Mar-06 428 P M


1029301 KELSO, JOHN H JOHN H KELSO & MRS MARIAN T 06/04/05 998578923 Timely

KELSO JT TEN2332 N EARLY STALEXANDRIA VA 22302

Associated Claims

2118190 KENNEDY, BAMA F BAMA F KENNEDY (DECD)

DOUGLAS KENNED Y243 LOUISIANA AVE

OAK RID GE TN 37830

07/07/05 Late

Associated Claim s

1029460 KERR, FRANCES V FRANCES VERNELLE KERR

761 VILLAGE GREEN DRDE SOTO TX 7511 5

Associated Claims

04/25/05 1005645280 Timel y

2056379 KERR, LINDA LINDA KERR

2933 E.COCONINO VIST DEPT 5068TUCSON AZ 85713

05/07/05 Timel y

Associated Claims

1029493 KESLER, ANNIE B ANNIE B KESLER

6840 STOKES FERRY ROAD

SALISBURY NC 28146

04/04/05 1006623056 Timel y

Associated Claims

EXC10 Exclusion Report Page 50 of 109ECCl0141 SEARS, ROEBUCK AND CO. SECURES REPS 29-Mar-06 4 :28 PM


2005981 KETTINGER, CLAR CLARENCE H AND HELEN P KETTINGEI 04/21/05 Timely

CLARENCE H KETTINGER TRUSTU/A DTD 11/19/93

10 COURTNEY PL

PALM COAST FL 32137

Associated Claim s

2081230 KIENINGER, CHRI CHRISTOPHER T KIENINGER 05/01/05 Timely

CHARLES SCHWAB & CO INC CUST

ROTH CONVERSION IRA13 DORAL DR

SHALIMAR FL 3257 9

Associated Claim s

2069641 KING, DARLENE DARLENE KING 04/26/05 Timely

76 STETSON RD DEPT 5068

BROOKLYN CT 06234

Associated Claim s

2005875 KIRKPATRICK, BR BRUCE H KIRKPATRICK AND 04/15/05 Timely

NANCY L KIRKPATRICK TRUSTEES2000 KIRKPATRICK FAMILY TRUST

4282 NOTTINGHAM DR

DANVILLE CA 9450 6

Associated Claims

1029824 KIRKPATRICK, ES ESTHER IONE KIRKPATRICK

75485 ROAD 322

GRANT NE 69140

03/31/05 1021587462 Timel y

Associated Claims




264 KLESKEN, JOYCE JOYCE KLESKEN 06/14/05 Timely

157 BENTON LANE

BLOOMINGDALE IL 6010 8

Associated Claims

1029996 KLINGENSMITH, B BONITA F KLINGENSMITH

200 GREENTREE DRIVEST CLAIRSVILLE OH 4395 0

Associated Claims

2028084 KLUMP, STERLING STERLING F. KLUMP

3151 VALLEY VIEW DRBATH PA 18014

Associated Claims

1030125 KOBAYASHI, JUDI JUDITH REIKO KOBAYASHI &

CAROLYN KEIKO KOBAYASHI Tf

TEN861 HAHAIONE ST

HONOLULU 19 96825

Associated Claims

04/05/05 1029848059 Timely

05/17/05 Timely

05/19/05 1036915236 Timely

1030303 KOPPANY, STEVEN STEVEN G KOPPANY

2813 CHASE ROADPHILADELPHIA PA 19152

04/03/05 1045575554 Timely

Associated Claims

IXC1 0EXC10141

Exclusion Report

SEARS, ROEBUCK AND CO. SECURf11ES REPS

Page 5 2

29-Mar-06

of 109

4:28 P M


1030466 KRAATZ JR, ALVE ALVERN F KRAATZ JR & ELAINE 04/13/05 1051690169 Timely

M KRAATZ JT TE N8429 N TRUMBULL

SKOKIE IL 60076

Associated Claim s

1030474 KRAFT, ANN B ANN B KRAFT 04/25/05 1052068912 Timely

230 LOVE AVE

GREENWOOD IN 46142

Associated Claim s

1030573 KREESE, EDNA MA MRS EDNA MAY KREESE 03/29/05 1056457764 Timely

13 PARKSHORE NORTH

COLUMBIA S CCOLUMBIA SC 29223

Associated Claims

1030825 KULTZOW, ELVIRA ELVIRA E KULTZOW 05/12/05 1067060649 Timel y

405 WARBURTON AVEHASTINGS ON HUD NY 1070 6

Associated Claim s

2069060 ELVIBA KULTZOW 405 1 JR'TW AVE

2069852 KUMAR, HARDATT HARDATT KUMAR 05/02/05 Timely

115-05 ROCKAWAY BLVD DEPT

2ND FLOOR APARTMENT

SOUTH OZONE PARK NY 11420

Associated Claims

EXCIO Exclusion Repo rt

EXC10141 SEARS, ROEBUCK AND CO. SECURFI1ES REPS


2019231 LACIS, NANCY J NANCY J LACI S

CGM IRA CUSTODIA N4801 LONGMEADOW BLVD WEST

SAGINAW MI 48603

Associated Claim s

1031005 LADE, CHARLOTTE CHARLOTTE WARREN LADE, DECEASE

BENEFICIARY, DELMAR A . LADE

123 SOUTH MERCHENT ST.P .O. BOX 3 4

ESSEX IL 60935

Associated Claims

Page 53 of 109

29-Mar-06 4:28 PM


04/28/05 Timely

05/06/05 1074231823 Timel y

2087278 LADNER III, WIL WILLIAM HENRY LADNER III &

PAULETTE LADNER

PO BOX 32 8

POINT ROBERTS WA 98281

06/06/05 Timel y

Associated Claim s

1031030 LAFLAMME, MAXIN MAXINE HOLLAND LAFLAMME

TRUSTEE U-A DTD

06-24-93 MAXINE HOLLAND

LAFLAMME REVOCABLE TRUST

430 KEONIANA STREET #102

HONOLULU HI 96815

Associated Claims

04/04/05 1075079774 Timely

2069699 LANDRY, JASON JASON LANDRY

190-LEWIS RD DEPT 5068NEW BRITAIN CT 06053

05/03/05 Timely

Associated Claims


E (C10141 SEARS, ROEBUCK AND CO. SECURf11ES REPS 29-Mar-06 4:28 PM


2061511 LEFEVER, MICHAE MICHAEL LEFEVER 05/17/05 Timely

1130 LAKESIDE CT DEPT 5068

AURORA IL 6050 4

Associated Claims

2097881 LENHART, ERVIN ERVIN LENHART IRA 05/18/05 Timely

44989 PINE SHADOWS RDMCARTHUR CA 96056

Associated Claim s

306 LENZ, CLIFFORD CLIFFORD A . LENZ 06/25/05 Late

JUNE L. LENZUNKNOWN

MELVILLE NY 11747

Associated Claim s

2057201 LISTON, VERENA VERENA LISTON 05/10/05 Timely

1302 FRISCH RD DEPT

MADISON WI 5371 1

Associated Claim s

1032681 LIVINGSTON, ROB ROBERT D LIVINGSTON 03/24/05 1147973722 Timely

103 EAGLE VIEW ROADGUTTENBERG IA 52052

Associated Claims



Postmar k

IdNo Description Name/Address Phone No Date Acct No Statu s

1032778 LOGAN, LORRAINE LORRAINE LOGAN 03/25/05 1152792768 Timely

11 LAKE RD

WEST YARMOUTH MA 02673

Associated Claim s

1032897 LOOS, PAULINE R PAULINE ROLSTAD LOOS 04/ 11/05 1158040368 Timely

2020 PRAIRIE RD

AURORA IL 60506

Associated Claim s

1032902 LOPEZ, ANNA M ANNA M LOPE Z

214 CAMBRIDGE DRRAMSEY NJ 07446

03/29/05 1158263391 Timel y

Associated Claims

2063091 LOSCHKY, WARREN WARREN LOSCHKY 06/06/05 Timely

351 COUNTY ROAD 316 DEPT 5068

GLASGOW MO 6525 4

Associated Claims

2007644 LOTH, JOHN JOHN LOTH 04/26/05 Timely

PO BOX 0925 3

CHICAGO IL 60609

Associated Claims

EXC10 Exclusion Report Page 56 of 109EXCl0141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 PM


1032962 LOTTO, DELLA DELLA LOTTO 04/05/05 1161042432 Timely

1201 DAY ST

GREEN BAY WI 54302

Associated Claims

2087690 LUBAWAY, WILLIA WILLIAM J LUBAWAY &

DIANE M LUBAWA Y26045 HIDDEN VALLEY DRIVE

FARMINGTON HILLS MI 48331

04/30/05 Timely

Associated Claim s

1033373 LYNCH, PAULINE PAULINE LYNCH

95-715 KAHIKINUI PLACE

MILILAM HI 96789

05/16/05 1176207996 Timely

Associated Claims

1033382 LYND, VIVIAN B VIVIAN B LYND

904 ELK ST

FRANKLIN PA 16323

Associated Claims

06/01/05 1176439765 Timely

2021047 MAINS FAMILY TR AILEEN ZIM?vMR SUCCESSOR TTEE

FBO THE MAINS FAMILY TRUSTU/A/D 04/14/9 5

5755 RIVER STREET

WEST LINN OR 9706 8

Associated Claims

06/07/05 Timely


ECC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 PM


1033723 MAIONCHI, GERAL GERALDINE B MAIONCHI TRUSTEE 03129/05 1191431092 Timely

U-A DTD 06-25-93 GERALDINE BMAIONCHI DECLARATION OF TRUS T

2308 N 77TH AVE

ELMWOOD PARK IL 6070 7

Associated Claim s

1033889 MANAHAN, ELEANO ELEANOR S MANAHAN 04/27/05 1196953508 Timely

4916 N PAULINA

CHICAGO IL 6064 0

Associated Claims

1033902 MANCHESTER, LEO LEONIA MANCHESTER 03125/05 1197248686 Timely

59 COUNTY RDE FREETOWN MA 02717

Associated Claims

1033903 MANCHESTER, LEO LEONIA S MANCHESTER & EDWARD 03/25/05 1197251965 Timely

A MANCHESTER JT TEN

59 COUNTY RDE FREETOWN MA 0271 7

Associated Claim s

1034027 MANTEK, ELLA M ELLA M MANTEK TRUSTEE U-A DTD 03/30/05 1202485353 Timely

08-04-00 MANTEK TRUST

7751 AMBOYDEARBORN HEIGHTS MI 4812 7

Associated Claims

EXC10 Exclusion Repo rt Page 58 of 10 9



1034039 MANZARDO, ALMO ALMOH MANZARDO AND MRS INEZ 04/11/05 1202955451 Timel y

M MANZARDO JT TEN417 WESTGATE AVE

CHICAGO IL 6041 1

Associated Claim s

1034152 MARIANO, JOAN JOAN MARIANO

31 SWIFT CT

CLIFTON NJ 07014

03/30/05 1207048579 Timel y

Associated Claims

1034216 MARKOVICH, TONI TONIA A MARKOVICH

6714 RAINIER AVE

GIG HARBOR WA 98335

Associated Claims

06/14/05 1209546655 Timely

2065514 MARONEY, SILAS SILAS MARONEY

3215 N ST DEPT

RICHMOND VA 23223

05/16/05 Timel y

Associated Claims

1034306 MARSHALL, DONNA DONNA J MARSHAL L

1609 NORTH 84TH STREET

OMAHA NE 68114

03/23/05 1213581020 Timel y

Associated Claims


EXCIO141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 P M


1034417 MARTIN, MYRNA F MYRNA FAYE MARTIN 05/11/05 1219052464 Timely

5847 SUNNYWOOD DR

DALLAS TX 7522 8

Associated Claims

2062155 MARTINKUS, CHAR CHARLES MARTINKUS 06/16/05 Timely

422 SARA AVE DEPTLEMONT IL 60439

Associated Claim s

100056 MASTERS, CLARAN CLARANELLMASTERS 06/11/05 Timely

755 ATCHWOOD DRTALLMADGE OH 44278

Associated Claim s

262 MASTERS, CYNTHI CYNTHIA MASTERS 06/11/05 Timely

755 ATWOOD DRIVE

TALLMADGE OH 44278

Associated Claim s

2099933 MASTERS . JAMES JAMES R MASTERS 06/11/05 Timely

755 ATWOOD DRTALLMADGE OH 4427 8

Associated Claims


EXCI 0141 SEARS, ROEBUCK AND CO. SECURI11ES REPS 29-Mar-06 4:28 PM

PostmarkIdNo Descrip tion Name/Address Phone No Date Acct No Status

1034714 MATOUSH, GEORGE GEORGE E MATOUSH & SHIRLEY E 05131/05 1229377117 Timely

MATOUSH IT TEN

5806 S LEE S T

DOWNERS GROVE IL 6051 6

Associated Claim s

1034879 MAYER, MARGUERI MARGUERITE Z MAYER 04/11/05 1236522599 Timely

ATTN BOBBIE NICHOLSON

P 0 BOX 276WOLF CREEK OR 97497

Associated Claims

64 MCCLELLAN, EUNI EUNICE E MCCLELLAN 04/01/05 Timely

PO BOX 21 3

HAGERMAN ID 83332

Associated Claims

2083808 MCCORD, JENNIFE JENNIFER A MCCORD 05/17/05 Timely

121 LA CRESCENTA DR

CAMARILLO CA 9301 0

Associated Claim s

2069809 MCDONNELL, JUDI JUDITH MCDONNELL 06/06/05 Timely

523 BRYON RD DEPT

WARMINSTER PA 18974

Associated Claims

EXC1O Exclusion Report Page 61 of 109



1035410 MCGANN, FRANCIS FRANCIS JAMES MCGANN & 04/05/05 1258926571 Timely

ELEANOR FRANCES MCGANN

TRUSTEES U-A DTD11-16-01 MCGANN FAMILY TRUST

28636 MT ROS E

RANCHO PALOS VERDES CA 90275

Associated Claims

1056132 MCMANUS, MARY C MARY CONSTANCE MCMANUS & 03/30/05 Timely

KENNETH DONALD MCMANU S

TRUSTEES U-A DTD 01-23-89 F-B-0

MARY CONSTANCE MCMANUS TRUST

1715 PINEHILL DR

SAINT LOUIS MO 63131

Associated Claim s

2104132 MEADOWS , WILLIA WILLIAM JOSEPH MEADOWS AND 07/06/05 Late

RUTH PEW MEADOWS JTWROSPO BOX 11ALDERSON WV 24910

Associated Claim s

268 MEDERO, ESTHER ESTHER MEDERO 06/15/05 Timely

8873B FONTAINBLEAU BLVD . APT 205

MIAMI FL 33172

Associated Claims

1035961 MEDINA, OFELIA OFELIA MEDINA & OLGA SADA JT 03/31/05 1281631187 Timely

TEN1520 E FREMONT STREET

LAREDO TX 7804 0

Associated Claims

IXC10 Exclusion Repo rt


Page 62 of 109

29-Mar-06 4:28 PM

IdNo Description Name/Addres s1035960 MEDINA, OFELIA OFELIA MEDINA & BELIA M

BARRERA JT TEN

1520 E FREMONT STREETLAREDO TX 7804 0

Associated Claims


03/31/05 1281630640 Timely

1035959 MEDINA, OFELIA OFELIA MEDINA

1520 E FREMONT STREET

LAREDO TX 78040

Associated Claims

03/31/05 1281630367 Timely

1036087 MELTON, SARAH G SARAH G MELTON

46 CAFFEY LN

ATMORE AL 36502

Associated Claims

288 MERIT LIFE INSU MERIT LIFE INSURANCE CO .

601 NORTHWEST SECOND STREETEVANSVILLE IN 47708

03/23/05 1287185784 Timely

06/16/05 Timely

Associated Claims

1036174 ME RLE , EDITH E EDITH E MERLE & FRANK B 04/12/05 1291458411 Timely

MERLE & VICTORIA M NAUGHTON

JT TE N

709 TURNPIKE AVE

CLEARFIELD PA 16830

Associated Claims

Excia Exclusion Report

EXC10141 SEARS, ROEBUCK AND CO. SECURJ11ES REPS

Page 63 of 109

29-Mar-06 4:28 PM


2067936 METTE, MARGARET MARGARET METT E

420 SUNDORO COURT DEPT

MERRITT ISLAND FL 3295 3

Associated Claims


05/31/05 Timely

1036260 MEUSER, STANLEY STANLEY F MEUSER

5391 BELLEVILLE RD

WEST PALM BEACH FL 3341 7

Associated Claim s

2118500 MICHAELY, WILLI WILLIAM D MICHAELY

EILEEN L MICHAELY

3201 PLUMAS ST APT 286

RENO NV 89509

Associated Claims

06/03/05 1296130962 Timely

06/25/05 Late

1036562 MILLER, DONALD DONALD JOSEPH MILLER

5226 N STENNING DR

PEORIA IL 61615

Associated Claims

03/22/05 1308182950 Timely

2032159 MILLER, DONNIE DONNIE R. MILLER

CGM IRA CUSTODIAN722 DEERWOOD DR

STOCKBRIDGE GA 30281

04/25/05 Timely

Associated Claims




2019019 MILLER, GERALD GERALD A MILLER 05/16/05 Timely

CGM IRA CUSTODIAN

5460 RIVER RIDGE

FLUSHING MI 4843 3

Associated Claims

2007628 MILLER, STEVEN STEVEN MILLER

ALAN MILLER18 FLORADALE AVE

WILMINGTON MA 01887

04/28/05 Timely

Associated Claim s

1036691 MILLER, WILLIAM WILLIAM L MILLER & WILMA

MILLER ]T TEN

5 BOND ST DRUMMOND

ASHTON ID 8342 0

Associated Claim s

2064494 MI RK, MARY MARY MIRK

12471 BERKELEY SQUARE DR DEPT0000TAMPA FL 33626

04/11/05 1315940652 Timel y

04/29/05 Timel y

Associated Claim s

58 MISEYKO, MARILY MARILYN MISEYKO

2013 RESERVOUR RDREADING PA 19604

03/25/05 Timely

Associated Claims

IXC10 Exclusion Repo rt Page 65 of 109


Postmar kIdNo Description NamelAddress Phone No Date Acct No Statu s

1001760 MLPFS MLPFS CUST FBO MARNA D 03/24/05 529526637 Timel y

ELLIS IRA

ACCT 2JV6201 1

13214 FAWCETT DR

HOUSTON TX 77069

Associated Claims

1043033 MONSON, RICHARD RICHARD I MONSON & SUE C 05/09/05 1595284611 Timely

MONSON TRUSTEES UA MONSO NFAMILY REVOCABLE TRUST DID

5848 RALSTON AV

RICHMOND CA 94805

Associated Claim s

2004977 MORRIS, VALERIE VALERIE M MORRIS

1905 SPRUCE CT

MAITLAND FL 32751

04/16/05 Timel y

Associated Claim s

1037626 MOZELSKI, LORET LORETTA C MOZELSKI

28 HOFFMAN DR

CALIFON N J

CALIFON NJ 07830

Associated Claim s

2054865 MURPHY, RACHEL RACHEL MURPH Y

7240 WINFIELD DRIVE DEPT 5068THEODORE AL 36582

03/28/05 1358120081 Timel y

06/13/05 Timel y

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURI11ES REPS 29-Mar-06 4:28 P M


1037948 MURRAY, HOWARD HOWARD E MURRAY 03/23/05 1371026102 Timely

110 W PARK BLVD

WESTMONT NJ 08108

Associated Claims

231 MUSTO, DAVID DAVID MUSTO, DECEASED

DIANE R. MUSTO, EXECUTRIX1305A WHITEBRIDGE DR.

PALM HARBOR FL 34684

06/02/05 Timely

Associated Claim s

1038066 MYERS, RONALD RONALD MYERS & ANNE GAYLE

MYERS JT TE NP 0 BOX 4735

GREENVILLE SC 29608

07/30105 1375426571 Late

Associated Claim s

258 MYTNICK, PATRIC PATRICIA MYTNICK

427 WENDEL AVE.

BUFFALO NY 14223

06/13/05 Timel y

Associated Claim s

1035809 NABB , SUSAN F M MRS SUSAN F MC NABB &

KENNETH S MC NABB IT TEN

11 WILLIAMS AVE

KITfERY MAINE

KITTERY ME 0390 4

Associated Claims

03/26/05 1275311109 Timely


EXC10141 SEARS, ROEBUCK AND CO. SECURI11ES REPS 29-Mar-06 4 :28 PM


2005999 NARAHARA, RUTH RUTH K NARAHAR A

HIROMICHI T NARAHARA TRS

RUTH K NARAHARA LIV TRUST3 WISCONSIN AVE

DELMAR NY 12054

Associated Claims


04/16/05 Timely

279 NEDZEL, NADIA NADIA NEDZEL

501 MIRASOL CIRCLE APT 51 0

CELEBRATION FL 34747

Associated Claims

06/15/05 Timely

2056580 NEFF, JULIA JULIA NEFF 06/04/05 Timely

1358 CORLEY DR . DEPT 571 8

ELGIN IL 60120

Associated Claims

1051991 NEIDA, JAMES R JAMES R VON NEIDA 03/31/05 1992519186 Timely

1419 GARFIELD AVEWYOMISSING PA 07527

Associated Claims

276 NELSON, JACK L . JACK L. NELSON

258 S. PINE GROVE CT.WICHITA KS 67209

06/15/05 Timely

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURJ11ES REPS 29-Mar-06 4:28 PM


2024447 NICOSIA, TYRONE TYRONE NICOSIA 05104/05 Timely

534 HUNTER ROAD

CALEDONIA IL 6101 1

Associated Claims

1038686 TYRONE I. NICOSIA & LnMA G NICOSIA JT TEN 2054873 TYRONE NICOSIA 534 HUNTER FORD

61 NICOSON, MARY B MARY B NICOSON

PO BOX 378

EASY TROY WI 53120

04/06/05 Timely

Associated Claims

1038872 NORTON, ARTHUR ARTHUR E NORTON

25 SKERRY RD

S DENNIS MA 02660

06/08/05 1413442699 Timel y

Associated Claim s

1038874 NORTON, DON M DON M NORTON

6673 PAULA COURTLITHONIA GA 30038

03/30/05 1413532893 Timely

Associated Claim s

1039089 OCHS, MARY C MARY C OCHS

1020 RALEIGH DR APT 814CARROLLTON TX 75007

04/05/05 1423372143 Timely

Associated Claims




1039197 OGLE, ESTER M ESTER M OGLE & RONALD A OGLE 05/23/05 1427333277 Timel y

JT TEN4724 SW 24 AVEFORT LAUDERDALE FL 33312

Associated Claim s

2004657 O'KEEFE, JANICE JANICE R O'KEEFE IRA

150 SOUTH FAIRVIEW AVE

SAINT PAUL MN 55105

05/12/05 Timel y

Associated Claim s

1039239 OKESON, DANIEL DANIEL H OKESON & LINDA M

OKESON JT TEN

3028 S. HOLMES RDSALINA KS 67401

06/02/05 1429231963 Timely

Associated Claim s

1039308 OLLIAN, DOROTHY DOROTHY OLLIAN

8033E 10 MILE ROAD # 1107CENTERLINE Mi 48015

04/12/05 1432071133 Timely

Associated Claims

1039402 O'NEILL, JACQUL MRS JACQULIN P O'NEILL

4934 HOT WELLS ROAD

BOYCE LA 71409

04/20/05 1436441775 Timely

Associated Claims

Exclusion Report Page 70 of 109EXC1 0EXCIO141 SEARS, ROEBUCK AND CO. SECURf11ES REPS 29-Mar-06 4:28 PM

Postmark

IdNo Description NamelAddress Phone No Date Acct No Statu s

1039424 OPALKA, LINDA J LINDA J OPALKA 06/13/05 1437151466 Timel y

#503

1591 E TRACKER

DES PLAINES IL 6001 6

Associated Claims

2001063 O'REILLY, PATRI PATRICK O'REILLY 04/18/05 Timely

I HARRIS STREET

NAHANT MA 0190 8

Associated Claims

2098706 ORSER, MARTIN M MARTIN M ORSERIRA 05/10/05 Timely

2435 FELT ST SPC 4

SANTA CRUZ CA 95062

Associated Claims

1039594 OSWALT, ARIA L ARIA L OSWALT 03/30/05 1444222607 Timely

2941 RAMBLE ROAD EAST

BLOOMINGTON IN 47408

Associated Claims

283 OTTEVAERE, IREN IRENE F. OTTEVAERE 06/15/05 Timely

17562 IDA ST. WESTCLINTON TWP. MI 4803 8

Associated Claims

ECC10E(C10141

Exclusion Report Page 71 of 109

SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 PM

IdNo Description Name/Address282 OTTEVAERE, WILL WILLIAM A. OTTEVAERE

17562 IDA ST. WEST

CLINTON TWP. MI 4803 8

Associated Claims


06/15/05 Timely

1004567 OTTINGER, VERA VERA E OTTINGER & EMERSON M

OTTINGER JT TEN14484 MOORGATE DR

CHESTERFIELD MO 6301 7

Associated Claim s

1056164 OWEN, ROBERT P ROBERT P OWEN & ESTHER L OWEN

TRUSTEES U-A DTD 07-14-94

ROBERT P OWEN & ESTHER L OWEN

REVOCABLE LIVING TRUST

33066 PERTH

LIVONIA MI 48154

Associated Claims

03/25/05 1445174007 Timely

04/05/05 Timely

2049060 PA, DOYL M FRIT DOYL M FRITZ PA

MGD ASSETS PREFERENCE

PO BOX 3042SHERIDAN WY 8280 1

Associated Claims

07/13/05 Late

2063918 PADGETT, RICHAR RICHARD PADGET T

1920 A CHAUCER DR DEPTCINCINNATI OH 45237

04/26/05 Timely

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURff1ES REPS 29 -Mar-06 428 PM


2024436 PAGONIS, WILLIA WILLIAM G PAGONIS 06/14/05 Timely

202 SMALSTIG RD

EVANS CITY PA 16033

Associated Claim s

2028869 PALANS, MARLENE MARLENE J . PALANS 04/26/05 Timely

CGM IRA CUSTODIAN

48 ORANGE HILLS


Associated Claims

2028870 T0P.I E J. PAIANS CCM IRA CUSTODIAN

2028871 PALANS, SANFORD SANFORD M. PALANS 0426/05 Timely

CGM IRA CUSTODIAN

48 ORANGE HILLS


Associated Claims

2028872 SANE WD M. PALANS CQ3 nth CUSTODIAt8

2002977 PANARO, FRED FREDPANARO & 04/19/05 Timely

MARY PANARO JT TEN WRO S3025 SE MORNINGSIDE BLVDPORT SAINT LUCIE FL 34952

Associated Claim s

2059660 PARIKSHAK, HANS HANSA PAR]KSHAK 05/12/05 Timely

545 BUFFALO TRAIL CIRCLE DEP T0000INDIANAPOLIS IN 46227

Associated Claims


EXCl0141 SEARS, ROEBUCK AND CO. SECURJ11ES REPS 29- Mar-06 4:28 PM


1061853 PARKER, LYNN B LYNN B PARKER

154 JERICHO STREET

WHITE RIVER J VT 0500 1

Associated Claims


04112/05 Timely

2070042 PARKS #3 FAMILY PARKS #3 FAMILY LIMITED PARTNERSI

DAVID & JACKIE PARKS

19921 N 76TH AVE

GLENDALE AZ 85308

04/26/05 Timely

Associated Claims

2070047 PARKS #3 P? If LIMITED PARTHERS+TP DAVID &

1040047 PARKS, RAYMOND RAYMOND P PARKS & NATALIE G

PARKS JT TEN

500 BROOKE ST

CHARLES TOWN W VA 25414

Associated Claims

03/23/05 1463560013 Timely

1040124 PASPALAS, FLORE FLORENCE PASPALAS

8806 RED OAKST LOUIS MO 63126

04/11/05 1467013589 Timely

Associated Claim s

1055752 G£ 6 FLORTE PASPSLAS TRUSTEES U-A D'ID 1056168 GEORGE P2,357,155 C. TTD5TR PASPAIA4 TRUSTEE

1040238 PATTON, JAMES L JAMES L PATTON 06/09/05 1471584468 Timely

120 W 7TH STREET

PERU IN 46970

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 P M


1004677 PAUL, CHARLES MORGAN STANLEY CUST FBO 04/11105 1472201470 Timely

CHARLES PAUL IR A

A/C 40603656308 9

301 CAMELOT LANE

LIBERTYVILLE IL 60048

Associated Claims

1040304 PAUSTIAN, LEONA LEONA M PAUSTIAN

518 WEST WITCHITAWWAUNETA NE 69045

04/11/05 1474112062 Timely

Associated Claim s

1040339 PAYNE, GERALDIN MISS GERALDINE M PAYNE

3646 ROCKY RIVER DR #403CLEVELAND OH 44111

03/25/05 1475467692 Timely

Associated Claim s

1040444 PEDERSEN, DONNA DONNA R PEDERSEN & DONALD E

PEDERSEN JT TEN

15503 SAND HILL CIRCLE

EDEN PRAIRIE MN 55347

03/30/05 1480085580 Timel y

Associated Claims

2064798 PEEK, THOMAS THOMAS PEEK 04/29/05 Timely

2728 WINDSORGATE LANE DEPT

ORLANDO FL 3282 8

Associated Claims

2077259 THCHAS M OM G DIANA W PEEK




1040511 PELLEY, DARRELL DARRELL G PELLEY 03/25/05 1482708013 Timel y

1882 EVERGLADES DR

NAVARRE FL 3256 6

Associated Claim s

1040546 PENKA, ROBERT J ROBERT J PENKA & CAROL BATES

PENKA JT TEN1510 W GREEN ST

CHAMPAIGN IL 6182 1

Associated Claims

05/04/05 1484301152 Timely

1040622 PERGANDE, LAWRE LAWRENCE H PERGANDE & MRS

DOROTHY L PERGANDE IT TEN2307 NO KARLOV AVE

CHICAGO IL 60639

Associated Claims

05/10/05 1487261673 Timely

1028545 PETERSEN, JOY A JOY ALICE PETERSEN TRUSTEE

UNDER DECLARATION OF TRUST

DTD 07-03-9 51154 BROOK DR W

DUNEDIN FL 3469 8

Associated Claims

04/11/05 965377312 Timely

1040802 PETERSEN, WILLI WILLIAM H PETERSEN

1036 W WILLOW DR

HANFORD CA 93230

04/26/05 1494535338 Timely

Associated Claims


EXCIO141 SEARS, ROEBUCK AND CO. SECURES REPS 29-Mar-06 4:28 PM

Postmar k

IdNo Description Name/Address Phone No Date Acct No Status

2059552 PETERSON, BERNA BERNARD PETERSON 05/03/05 Timely

4311 AUGUSTINE AV DEPT 5068

SARASOTA FL 3423 1

Associated Claims

1040874 PETKER, SELMA SELMA PETKE R

631 BRIDGEWAY LANE

NAPLES FL 34108

03/25/05 1497522370 Timel y

Associated Claims

292 PETRELLI, JOSEP JOSEPH PETRELLI

720 MILTON ROAD

RYE NY 10580

06/16/05 Timely

Associated Claims

1040884 PETRICK, HERMIN HERMINA E PETRICK

60 DUKE

PUEBLO CO 81005

Associated Claims

04/19/05 1497936166 Timely

1035860 PHARLIN, EVELYN EVELYN MC PHARLIN

8387 CARLIN

DETROIT MI 48278

03/26/05 1277367512 Timely

Associated Claims



Postmark


1029388 PICKETT, KENNET KENNETH S PICKETT & RUTH A 03/23/05 1002338335 Timely

PICKETT TTEES OF THE PICKETT

TR DTD 08-19-87

617 EAST LEADORA

GLENDORA CA 9174 1

Associated Claim s

1041103 PIEPER, GEORGE GEORGE F PIEPER

ATTN EDWARD J PLAGEMANNSUITE 80 1

710 NORTH PLANKINTON AVENUE

MILWAUKEE WI 53203

Associated Claims

03/23/05 1507517409 Timel y

2068022 PINCKNEY JR, TH THOMAS PINCKNEY JR

21309 PLANK TRAIL DRIVE DEPT 5718

FRANKFORT IL 6042 3

Associated Claims

06/07/05 Timely

1041183 PINKARD, JACQUE JACQUES J PINKARD &

CHARLOTTE F PINKARD JT TEN

16940 US HIGHWAY 19 N335 THIRD STREET

CLEARWATER FL 3376 4

Associated Claims

04/28/05 1511527450 Timely

296 PLUMER, BENNY E BENNY E. PLUMER

UNKNOWNMELVILLE NY 11747

06/14/05 Timel y

Associated Claims




2071587 PLUMMER, ROBERT ROBERT S PLUMMER & 06/10/05 Timely

PEGGY A PLUMMIER 7T TEN

2756 NEW PORT ROYAL ROAD

THOMPSONS STN TN 37179

Associated Claim s

2059274 PONDER, CAROLYN CAROLYN A. PONDER 05/25/05 Timely

5521 LAKE ST DEP T

PO BOX 262TANGERINE FL 3277 7

Associated Claims

2042087 POWELL, LORETTA LORETTA V. POWELL 05/13/05 Timely

2455 VIA SIENNAWINTER PARK FL 32789

Associated Claim s

2061503 PRATL, IRENE M IRENE M PRATL 05/27/05 Timely

13539 LOST BOY LANE

HOMER GLEN IL 60491

Associated Claim s

1041730 PRATT, ROBERT L ROBERT LEE PRATT 04/02/05 1535281586 Timely

4182 ORCHID BLVD

LAKE WALES FL 33898

Associated Claims




269 PRICE, GEORGE L GEORGE L. PRICE 06/13/05 Timely

603 SURRY ROAD

CHAPEL HILL NC 2751 4

Associated Clai ms

1041879 PRITCHARD, CHAR CHARLES V PRITCHARD

1405 HAMPTON BLVD

NORFOLK VA 23517

04/13/05 1541727388 Timely

Associated Claims

1041891 PROCHNOW, GRACE GRACE J PROCHNOW TRUSTEE U-A 05/23/05 1542373225 Timely

DTD 12-21-98 GRACE J

PROCHNOW TRUST

32910 HEILBERGER DR

ERHARD MN 5653 4

Associated Claims

2048844 PTC PTC CUST IRA 04/23/05 Timely

FBO HELEN M KIRCH

7145 PRAIRIE RDRIDGEWAY WI 53582

Associated Claim s

2055793 PUCKETT, JANIE JANIE PUCKETT 05/02/05 Timely

1420 PINE STREET DEPT 506 8

HASTINGS MN 55033

Associated Claims


E(C10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 P M

Postmar k1dNo Description Name/Address Phone No Date Acct No Status

1042172 RABE, FREDERICK FREDERICK C RABE i EVELYN 04/01/05 1554403075 Timely

RABE TRUSTEES U-A DTD

12-10-92 RABE JOINT PRIMARY

TRUST

5544 BRIDGEVIEW DRIVE

EVANSVILLE IN 4771 2

Associated Claims

1042240 RAHAMAN, FAZLUR FAZLUR M RAHAMAN 03/27/05 1558117118 Timely

34500 JULIE DR

ROMULUS MI 48174

Associated Claims

2067082 RAKETSKY, WALTE WALTER RAKETSKY, DECEASED

EVA RAKETSKY, SPOUSE71 HOMESTEAD ST.

CLIFTON NJ 07013

Associated Claims

04/30/05 Timely

1015081 RATZLAFF, LINDA LINDA M RATZLAFF TRUSTEE U-A

DTD 11-09-88 COOMBE REVOCABLE

LIVIN G TRUST

2001 W CHAPMAN AVE

FULLERTON CA 92833

Associated Claims

06/13/05 369844288 Timel y

1042472 RAWSON, RAYMOND RAYMOND C RAWSON

229 FAIRWAY CIRCLE

WINTER HAVEN FL 33881

04/07/05 1568162173 Timely

Associated Claims



Postmark


1042482 RAY, EVA LENA EVA LENA RAY 06/06/05 1568383307 Timely

1324 W RING ST

MILWAUKEE WI 53206

Associated Claims

2006807 REAGAN, THOMAS THOMAS R REAGAN &

ALICE COLLEEN REAGAN JTTEN1410 NE 42ND STREET

OAKLAND PARK FL 33334

05/23/05 Timel y

Associated Claims

1042638 REED, SAMUEL W SAMUEL W REED & MILDRED E

REED JT TEN1310 5TH AVE #304

YOUNGSTOWN OH 44504

03/25/05 1575738395 Timel y

Associated Claim s

2070551 REED, THOMAS A THOMAS A REED

IRA

4614 WENDOVER STWICHITA FALLS TX 76309

04/30/05 Timely

Associated Claims

1042715 REID, DEBRA DEBRA REID

608 MADISON ST

BROOKLYN NY 11221

06/22/05 1579670815 Late

Associated Claims


E(C10141 SEARS, ROEBUCK AND CO. SECURI11ES REPS 29-Mar-06 4:28 PM


2105570 RENDENNA, VINCE VINCENT J RENDENNA 06/30/05 Late

CGM IRA CUSTODIAN

8 ESPLANADE DRIVE

MANCHESTER NJ 08759

Associated Claim s

2114756 RENICK, NELL B NELL B RENICK

1246 CHESTNUT ST

BOWLING GREEN KY 42101

06/27/05 Late

Associated Claim s

1042884 RET, FLOY LOOPE FLOY LOOPER RET

7815 EUPER LN APT E 47

FORT SMITH AR 72903

Associated Claims

2064965 REYNOLDS At, JE JESSIE REYNOLDS JR.

1270 FLORENCE HWY DEPT 5068

SUMTER SC 29153

03/30/05 1587683245 Timely

05/10/05 Timely

Associated Claims

1042970 RIBAUDO, JERO ME JEROME GEORGE RIBAUDO

3121 ROCKY RIDGE ROAD

WILDWOOD MO 63038

04/25/05 1592814960 Timel y

Associated Claims


D(C10141 SEARS, ROEBUCK AND CO. SECURES REPS 29-Mar-06 4 :28 PM


1043255 RINARD, GRAFFIO GRAFFIOUS RINARD 04/25/05 1605498847 Timel y

345 E JOHN ST

BEDFORD PA 15522

Associated Claim s

118 ROBERTS , ANNA R ANNA R. ROBERTS 04/11/05 Timely

5367 HIGHWAY 1 5LOUIN MS 39338

Associ ate d Claims

1043483 ROBERTSON, CHAR CHARLES D ROBERTSON 03/24 /05 1615604850 Timely

800 LOWREY STSHELBY NC 2815 2

Associated Claims

281 ROSEN, BERNARD BERNARD ROSEN 06/16/05 Timely

232 ARLENE ST .

STATEN ISLAND NY 1031 4

Associated Claim s

2042746 ROSS, JAMES C JAMES CROSS 04/25/05 Timely


404 TRANQUIL RDSENOIA GA 30276

Associated Claims


ECCl0141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM


65 ROTHSCHILD, NAT NATHAN ROTHSCHILD 03/31/05 Timely

5 MAGNOLIA DR.

CENTRALIA IL 62801

Associated Claim s

1044185 ROWE, FREDERICK FREDERICK T ROWE

4308 ENCINO DR

FORT WAYNE IN 46816

03/28/05 1647368135 Timel y

Associated Claim s

1044331 RUMER, ELIZABET ELIZABETH ANN RU MER

PO BOX 1366

DELLSLOW WV 2653 1

Associated Claims

03/28/05 1654902814 Timely

1005249 RUPEL, DOROTHY DOROTHY D RUPEL TRUSTEE U-A

DTD 10-11-01 RUPEL FAMILY

TRUST7838 E JEFFERSON AVE

DENVER CO 80237

Associated Claims

04/05/05 1655787253 Timely

1044516 RYBACKI, MARY A MARY A RYBACKI

891 PEPPERWOOD LANEBRUNSWICK OH 44212

03/31/05 1662962253 Timely

Associated Claims


EXCl0141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM


2063020 SAIN, JOHN JOHN SAIN 05/05/05 Timely

2199 CARTAGENA DR DEPT 141 1

YUBA CITY CA 95993

Associated Claims

1044737 SALTALAMACCHIA, AUDREY M SALTALAMACCHIA

8700 FULTON STMETAIRIE LA 70003

Associated Claims

04/03/05 1671386838 Timely

2005959 SALVADORE, MICH MICHAEL A SALVADORE IRA

HARRISDIRECT AS CUSTODIAN

116 NORFOLK CT

TOMS RIVER NJ 08757

Associated Claim s

2053681 SANCHEZ, MARTHA MARTHA SANCHEZ

1141 WEST BEND LN DEPT 5068

EL PASO TX 79912

Associated Claims

1044849 SANDERS, CARL G CARL G SANDERS TRUSTEE U-A

DTD 09-22-94 CARL G SANDERS

TRUS T9820 AUBURNDALE

LIVONIA MI 4815 0

Associated Claims

06/03/05 Timely

06/07/05 Timely

06/01/05 1675519323 Timely

EXC1 0EXC10141

Exclusion Report

SEARS, ROEBUCK AND CO. SECURITIES REPS

Page 8 6

29-Mar-06

of 109

4 :28 PM


1044880 SANDFORD, FREDE FREDERICK H SANDFORD 04/11/05 1676759068 Timely

III CLOVER AVE

EWING NJ 08638

Associated Claim s

1045114 SAWVELL, JANE E JANE E SAW VELL 06/10/05 1685043717 Timel y

827 30-1/2 LANE

PUEBLO CO 81006

Associated Claim s

2057599 SCHAMEL, GARY GARY SCHAMEL 04/30/05 Timely

514 SO 129TH ST DEPT 506 8

TACOMA WA 98444

Associated Claim s

2098514 SCHLESINGER, MI MILTON A SCHLESINGER AND 05/16/05 Timely

CECELE G SCHLESINGER JT

POA MILTON A. SCHLESINGER, ESQ .

6191 PEAKE ROAD, NO. 12 1

MACON GA 31220

Associated Claims

1045514 SCHNEIDER, ROBE ROBERT L SCHNEIDER & DONNA L 03/24/05 1704359258 Timely

SCHNEIDER JT TEN

10419 HAZELHURST

HOUSTON TX 77043

Associated Claims

1045513 ROBERT L SC HNEIDER 10419

EXC10Exclusion Report Page 87 of 109

EXC10141 SEARS, ROEBUCK AND CO. SECURJ11ES REPS 29-Mar-06 4 :28 PM


2110935 SCHNELLBACHER, EMIL E SCHNELLBACHER DECEASED 06/30/05 Late

DIANE M. SCHNELLBACHER ,EXECUTRIX5364 WILDER WAY

INDIANAPOLIS IN 46216

Associated Claims

308 SCHOENDORF, JUD JUDSON SCHOENDORF

243 EUCLID AVENUELONG BEACH CA 90803

07/05/05 Late

Associated Claims

1045687 SCHULLER, ROBER ROBERT J SCHULLE R

2101 SHORELINE DR APT 260

ALAMEDA CA 9450 1

Associated Claims

05/04/05 1712107120 Timely

1046019 SEDA, JULIE JULIE SEDA

237 COVEHILL CT

SCHAUMBURG IL 60194

Associated Claims

04/26/05 1728285306 Timely

1046566 SHEPHERD, JOYCE JOYCE Y SHEPHERD TRUSTEE U-A

DTD 05-03-95 JOYCE Y

SHEPHERD TRUST2100 ROBIN LN

SAN MARTIN CA 95046

04/04/05 1752254540 Timely

Associated Claims

IXC10 Exclusion Report page 88 of 109



2000898 SHEPTACK, ROBER ROBERT JOHN SHEPTACK & 04/30/05 Timely

CYNTHIA JEAN SHEPTACK

2862 WIXOM RD

COMMERCE TWP M[ 48382

Associated Claims

2063600 SHOOK, KENNETH KENNETH SHOOK

490 CLEVELAND AVEDEFIANCE OH 43512

05/03/05 Timely

Associated Claim s

2064709 SHORE, WANDA WANDA SHOR E

2511 GLENBURNIE DR DEPT 5068GREENSBORO NC 27406

05/10/05 Timely

Associated Claims

2055099 SHORT, CAROL CAROL SHORT

816 N. DELAWARE #405 DEPT

SAN MATEO CA 94401

06/14/05 Timely

Associated Claims

1017833 SIEVERT , DOROTH DOROTHY L SIEVERT & HAROLD A

SIEVERT JT TEN TOD DALE ASIEVERT SUBJECT TO STA TOD

3101 FULTON WAY

SAINT ANN MO 63074

Associated Claims

04/08/05 482465983 Timely

1046868 DOROTHY L SIEVBRT 3101 FULT WAx


EXC10141 SEARS, ROEBUCK AND CO . SECURES REPS 29-Mar-06 4:28 P M


2114001 SIMON, JOHN J JOHN J SIMON AND

JANICE E SIMON 1-PEES

THE JOHN J SIMON AND

JANICE E SIMON TRUST UA DTD8/16/9 3

11258 E IOWA DR

AURORA CO 80012Associated Claims


06/23/05 Late

1047030 SIMPSON, DOROTH DOROTHY WATSON SIMPSON 04/18/05 1774810474 Timely

BOX 27 7

MCBRIDE BRITISH COLUMBIA

VOJ 2E0 CANADA

Associated Claims

2059690 SIPEK, DAVID DAVID SIPEK 05/23/05 Timely

128 POST RD DEPT

BURR RIDGE IL 60527

Associated Claim s

1047153 SIVANICH, MARGA MARGARET A SIVANICH 04/08/05 1780255952 Timely

511 W WEBSTERROYAL OAK MI 48073

Associated Claims

1047335 SLY, CAROLYN M CAROLYN M SLY 04/05 105 1788087449 Timely

10341 E GRANDVIEW RD

TRAVERSE CITY MI 4968 4

Associated Claims


ECC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4 :28 PM


2060242 SMALL, STEPHEN STEPHEN SMALL 04/23/05 Timely

371E NOBLE STREET DEPT 571 8

NANTICOKE PA 18634

Associated Claims

1047415 SMITH, BARBARA BARBARA L SMITH

186 THIRD STLOWELL OH 4574 4

Associated Claim s

2094022 SMITH, ED ED SMITH &

DOROTHY SMITH COMM/PROP

(MAS)

3421 CLEARWELL ST

AMARILLO TX 7910 9

Associated Claims

04/11/05 1790879064 Timely

04/20/05 Timely

173 SMI TH, S . GLENN S. GLENN SMI TH

790 CRESTVIEW AVE.

PROVO UT 89607

Associated Claims

04/12/05 Timely

1047694 SMITH, SANDRA A SANDRA A S MITH

28 E RENWICK RD

PLAINFIELD IL 60544

04/25/05 1803631823 Timel y

Associated Claims


EXC1O141 SEARS, ROEBUCK AND CO. SECURff1ES REPS 29-Mar-06 428 PM

Postmark


1047817 SNYDER, CAROLIN CAROLINE G SNYDER 04/06/05 1809191000 Timely

6109 N ALBERTA L NGLENDALE WI 53217

Associated Claims

1047992 SORTMAN, LOUIS LOUIS C SORTMAN & MRS BONNIE

J SORTMAN JT TEN

III WASH ST APT BLOMBARD IL 6014 8

Associated Claims

04/11/05 1816775969 Timel y

1005733 SOYKA, HELEN HELEN SOYKA

14 1ST ST

HOLBROOK NY 11741

Associated Claims

03/24/05 1818767870 Timel y

1048034 EEa7 SOY} . 14 1ST ST

2072014 SPARKS, JOHN L. PIPER JAFFRAY AS CUST FBO

JOHN L SPARKS IRAADVISOR DELAWARE (EPP 72 T)

N6330 HOWELL RD

CAMBRIA WI 5392 3

Associated Claims

05/02/05 Timely

1048070 SPARKS, MARY P MARY P SPARKS

P 0 BOX 214

ROARING RIVER N C

ROARING RIVER NC 28669

03/26/05 1820388544 Timely

Associated Claims


(C10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 428 PM

Postmark


2068968 SPERANZA, ASSUN ASSUNTA SPERANZA 04/26/05 Timely

83 ELLSWORTH TERR . DEPT

GLEN ROCK NJ 0745 2

Associated Claims

2003641 STAHL, JAMES H . REVOCABLE LIVING TRUST OF 04/28/05 Timely

JAMES H STAHL DTD 8/11/9 7

JAMES H STAHL TRUSTEE

1661 SUMAN AVE

DAYTON OH 45403

Associated Claims

2003663 DA 850 JAMES 6 sTAHI . PeUT LIC AS COSTO

1048396 STAPLETON, MARG MARGARET STAPLETON 04/21/05 1835995304 Timely

891 PALOUSE PL

LA CONNER WA 98257

Associated Claims

1048453 STATHOPOULOS . N MISS NICOLETTA STATHOPOULOS 04/19/05 1838299875 Timely

39 CIDER BROOK DR

WETHERSPIELD CT 0610 9

Associated Claim s

1005822 STATTON, KATHLE KATHLEEN B STATION 03/30/05 1838398267 Timely

5281 GLENLOCH ST

PHILADELPHIA PA 19124

Associated Claims


E)CC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS


1048662 STEPHENSON, JAN JANET M STEPHENSON

200 SADDLEHORN TRAIL

BALLGROUND GA 30107

Associated Claims

2110182 STOKER, C ROBER C ROBERT STOKER

474 CAMINO BAILENESCONDIDO CA 92029

Page 93 of 109

29-Mar-06 4 :28 PM


03/22/05 1847896150 Timel y

06/24/05 Late

Associ ate d Clai ms

1049056 STRICKLER , ALIC ALICE STRICKLER

509 N BLAINEBRADLEY IL 6091 5

Asso ciate d Cl aims

04/01/05 1869234477 Timely

2056548 STUDER, BARBARA BARBARA STUDER

401 SE DELAWARE AVE DEPT 0000

#21 0ANKENY IA 50021

04/26/05 Timely

Associated Claim s

2019009 SULEWSKI , PATRI PATRICIA A SULEWSKI

STANLEY SULEWSKITTEES

FBO PATRICIA A SULEWSKI1969 PONDVIEW CT

ROCHESTER HILLS MI 48309

05/16/05 Timely

Associated Claims


EKC10141 SEARS, ROEBUCKAND CO. SECURI1IES REPS


273 SULLENBERGER, M MARIE SULLENBERGE R

10104 CAPH. HICKORY PL .

GREAT FALLS VA 22066

Associated Claims

Page 94 of 109

29-Mar-06 4:28 PM


06/14/05 Timely

247 SUN LIFE ASSURA SUN LIFE ASSURANCE COMPANY OF Q

SUCCESSOR MERGER WITH KEYPORTLIF E

INSURANCE COMPANY

ONE SUN LIFE EXECUTIVE PARK

WELLESLEY PARK MA 02481

Associated Claims

06/13/05 Timely

243 SUN LIFE ASSURA SUN LIFE ASSURANCE COMPANY OF Ci

ONE SUN LIFE EXECUTIVE PARK

WELLESLEY HILLS MA 02481

06/13/05 Timely

Associated Claims

289 SUNAMERICA LIFE SUNAMERICA LIFE IN SURANCE CO.

2999 NORTH 44TH STREET SUITE 250

PHOENIX AZ 85018

06/16/05 Timely

Associated Claims

1049583 SZABO, MADELYN MADELYN SZAB O

2521 PAR FOUR COURTJOLIET IL 60436

03/30/05 1892139157 Timely

Associated Claims



IdNo Description NamelAddress Phone No

1049585 SZABO, STEVEN STEVEN SZABO & MADELYN SZAB O

JT TEN

2521 PAR FOUR CT

JOLI T IL 60436

Associated Claims

Page 95 of 109

29-Mar-06 4 :28 PM


09/16/05 1892153370 Late

1049648 TAGA, DENNIS H DENNIS H TAGA

7718 WAIKAPU LOOPHONOLULU 1 -1196825

Associated Claims

04/05/05 1894231638 Timely

1004036 TAGUE, MARY F M MARY F MC TAGUE

400 HEMENWAY STAPT 125

MARLBOROUGH MA 01752

Associated Claims

09/23/05 1278676132 Lat e

1035897 MMY F 2C TAGM 400 HEM MM S T

2098717 TAYLOR, DOROTHY DOROTHY D TAYLOR, DECEASED

C/O DONALD W TAYLOR

1707 RAINBOW DR NELANCASTER OH 43130

05/13/05 Timely

Associated Claim s

1049843 TAYLOR, FRANCES FRANCES E TAYLOR

26 ALDEN AVEWARRENSBURG NY 12885

05/31/05 1902563296 Timel y

Associated Claims

Exclusion Report Page 96 of 109EXC1 0i XC10141 SEARS, ROEBUCKAND CO. SECURITIES REPS 29-Mar-06 4:28 PM

Postmark


1049938 TEDESCO, IRENE IRENE I TEDESCO 04116/05 1906206005 Timel y

3216 32ND CT

JUPITER FL 33477

Associated Claim s

2067058 TELENCIO, NANCY NANCY TELENCI O

553 UNDERCLIFF AVE APT 17

EDGEWATER NJ 07020

05/03/05 Timel y

Associated Claim s

1049981 TENNESSEN, THOM THOMAS P TENNESSEN CUST

PETER THOMAS TENNESSEN

UNIF GIFT MIN ACT WI

5934 N SUNNY POINT RD

GLENDALE WI 53209

Associated Claims

03/22/05 1908661445 Timel y

1050058 TEVIS , VIRGINIA VIRGINIA W TEVIS

2778 N TINKERS LANE

TWINSBURG OH 44087

Associated Claims

05/12/05 1911359586 Timely

261 THE CONTINENTAL THE CONTINENTAL INSURANCE COMP,

333 SOUTH WABASH AVENUE

CNA CENTER

CHICAGO IL 60685

06/13/05 Timely

Associated Claims




2056451 THEE, BRIAN BRIAN THEE 04/27/05 Timely

3567 SEMINOLE DRIVE DEPT 571 8

MAIDEN NC 28650

Associated Claim s

2082390 THIESSEN, ANN ANN THIESSEN & 05/04105 Timely

WILLIAM THIESSE N

103 CURRITUCK RD

NEWTOWN CT 0647 0

Associated Claims

1050159 THOMAS, EDNA M EDNA M THOMAS 03/30/05 1915645126 Timely

10075 ELGIN

HUNTINGTON WDS MI 48070

Associated Claims

1050192 THOMAS, MARILYN MARILYN A THOMAS 05/16/05 1917415097 Timel y

28696 MIDDLE CROSSING ROAD

DOWAGIAC MI 49047

Associated Claims

1010978 THOMAS-BOYD, SH SHARON THOMAS-BOYD CUST FOR 04/05/05 192892005 Timely

MATTHEW KENT BOYD UNDER THE

MI UNIFORM GIFTS TO MINORS

ACT

214 WEST HAMILTON LANE

BATTLE CREEK MI 49015

Associated Claims




1010968 THOMAS-BOYD, SH SHARON THOMAS-BOYD CUST FOR 04/05/05 192586100 Timely

JAMES CALWELL BOYD UNDER THEMI UNIFORM GIFTS TO MINORS

ACT

214 WEST HAMILTON LAN E

BATTLE CREEK MI 49015

Associated Claim s

1050281 THOMPSON, DORIS DORIS THOMPSON

1714 BRENTWOOD DR

WIXOM MI 48393

04/04/05 1919996261 Timely

Associated Claim s

1050292 THOMPSON , GARY GARY W THOMPSON

8664 DOUBLEHEADER RANCH RD

MORRISON CO 80465

Associated Claims

04/16/05 1920486037 Timely

1050327 THOMPSON. NANCY NANCY C THOMPSON

4210 ANDERSON CIRCLEEVANS GA 30809

04/25/05 1922233050 Timely

Associated Claims

1050415 THURMAN, ANNA K ANNA K THURMAN TRUSTEE U-A

DTD 06-19-96 THE ANNA KTHURMAN TRUST

870 ANSON STREETSIMI VALLEY CA 93065

Associated Claims

05/09/05 1926143434 Timely

Exclusion Repo rt Page 99 of 109IXC1 0EXCID141 SEARS, ROM" ANDCO. SECURMES REPS 29-Mar-06 4 :28 P M

Postmark


1006102 TINIIVIERMANN, JOS JOSEPHINE A TItvIMERMANN 03/24/05 1929336989 Timel y

15605 ELLWOOD ROAD

BREESE IL 62230

Associated Claims

1050486 JOSEPHME A TID4 94107 15605 ELM DOD 5US D

1006103 TIMMEdRMANN, MAR MARTHA F TIMMERMANN

15605 ELLWOOD ROADBREESE IL 62230

Associated Claims

1050487 S RT6A F TII2 NN 15605 ELLWOOD BOA R

1013058 TOD, CAROLYN AN CAROLYN ANN GRUENKE TOD

DARRYL D GRUENKE SUBJECT TO

STA TOD RULES

9000 E LINCOLN #1202

WICHITA KS 67207

Associated Claims

03/24/05 1929341362 Timely

04/09/05 286003817 Timely

256 TORCHMARK CORPO TORCHMARK CORPORATION

3700 S. STONEBR IDGE DR.P.O. BOX 8080MCKINNEY TX 75070

Associated Claims

06/13/05 Timely

1050713 TORRES, PABLO PABLO TORRES

941 MARCELLA ST

PHILADELPHIA PA 19127

05/27/05 1938489882 Timel y

Associated Claims


EXCl0141 SEARS, ROEBUCK AND CO. SECURff1ES REPS 29-Mar-06 4 :28 PM


1050737 TOTH, ELEK ELEK TOTH & FRANCES L TOTH 04/14/05 1938994759 Timely

JT TEN6440 ROYAL WOOD DR

FORT MYER FL 33908

Associated Claims

1050829 TRAVELL, BERBER HERBERT N TRAVELL 05/13/05 1942805829 Timely

7 LONGDALE AVE

RAVENSHEAD NOTTS ENGLAND

Associated Claim s

1006182 TUCHLER, JAMES JAMES A TUCHLER 05104/05 1952101460 Timel y

2983 TECHNY R D

NORTHBROOK IL 60062

Associated Claims

2066136 MMS TUC HLE R 2983 'TEC1e R08D 2082794 JAWS ALMN TUCIQ.ER .7ES A TOQ1I no"r" 8

2118275 TYSON, THOMAS D THOMAS D TYSON 06/29/05 Late

1630 W SANDPIPER CIR

PEMBROKE PNES FL 33026

Associated Claims

290 UNITED STATES L UNITED STATES LIFE INSURANCE CO. 06/16/05 Timely

830 THIRD AVENUE

NEW YORK NY 10022

Associated Claims



Postmar ktdNo Description Name/Address Phone No Date Acct No Status

257 UNITED STATES S UNITED STATES STEEL RETIREMENT 06/16/05 Timely

C/O MELLON GLOBAL SECURITIE SSERVICES

525 WILLIAM PENN PLACE

ROOM 341 8

PITTSBURGH PA 15259

Associated Claim s

293 URHAMMA, MARJOR MARJORIE L . URHAMMA

151 LARCHWOOD DR .

BOWLING GREEN OH 43402

Associated Claims

06/13/05

1051519 VANEK, FRANK J FRANK J VANEK & HELEN J VANEK

TRUSTEES U-A DTD

09-26-89 VANEK TRUST

1333 MEMORIAL DR APT 121

BARRON WI 5481 2

Associated Claims

04/08/05 1973112905 Timely

291 VARIABLE ANNUIT VARIABLE ANNUITY LIFE INSURANCE

2929 ALLEN PARKWAY

HOUSTON TX 77019

Associated Claims

1051647 VAUGHN, ELBERT ELBERT C VAUGHN & REBECCA J

VAUGHN JT TEN

3620 SABINE AVE

TEXARKANA TX 75503

06/16/05

Timely

Timely

04/14/05 1978878706 Timel y

Associated Claims


EXC10141 SEARS , ROEBUCK AND CO. SECURITIES REPS 29- Mar-06 428 PM

Postmark


1006310 VICKERY, JANICE JANICE VICKERY 07/14/05 1984593397 Late

679 PHEASANT TRAI L

ST CHARLES IL 60174

Associated Claims

1051878 VIROSCO, B SHIR B SHIRLEY MILLER VIROSCO 03/26/05 1987917697 Timely

108 RIDGEDALE AVE

FLORHAM PARK NJ 07932

Associated Claims

1051892 VISSER, MARTHA MARTHA VISSER TRUSTEE U-A 04/09/05 1988276283 Timely

DTD 08-07-90 MARTHA VISSE R

TRUST

933 VILLAGE COURT

HOLLAND MI 49423

Associated Claim s

2033208 VORENKAMP, RICH RICHARD VORENKAMP 06/08/05 Timely

CGM IRA CUSTODIAN

836 NO 48TH AVE

YAKIMA WA 98908

Associated Claims

1052091 WADE , MILDRED E MILDRED E WADE 03/30/05 1995974949 Timely

1713 ELWOOD AVE

GREENSBORO NC 27403

Associated Claims


EXC1O141 SEARS, ROEBUCK AND CO. SECURI11ES REPS 29-Mar-06 4:28 PM


1052105 WAGEN, LUCIA WI LUCIA WILSON WAGEN 04/05/05 1996689935 Timely

1471 BERMUDA RD

MARCO ISLAND FL 34145

Associated Claims

1027875 WAGNER, JOSEPH JOSEPH F WAGNER & HILDEGARDE 04/14/05 937014189 Timely

V WAGNER TRUSTEES U-A DTD

02-17-95 TRUST JHW NO 1

8348 S KOSTNERCHICAGO IL 6065 2

Associated Claim s

1052217 WALKE, JACQUELI JACQUELINE A WALKE 04/01/05 2001875219 Timely

803 DELPHI DRDUNCANVILLE TX 75137

Associated Claims

295 WALKER, CLAUD CLAUD WALKER 06/15/05 Timely

UNKNOWN

MELVILLE NY 11747

Associated Claims

2118588 WALL, MARGARET MARGARET M WALL TTEE 06/27/05 Late

MARGARET M WALL

U/A 6/3/99

513 PALI DR .

LONG BEACH CA 9080 5

Associated Claims


EXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 428 P M


1052322 WALLACE, MARGAR MRS MARGARET L WALLACE 03/22/05 2006266805 Timel y

321 THELMAR LANE

PORTSMOUTH VA 2370 1

Associated Claims

1060308 WARD, DAVID A. DAVID A. WARD

1461 OAHU ST

WEST COVINA CA 91792

05/10/05 Timely

Associated Claims

2003702 WASSERSTEIN FIN WASSERSTEIN FINANCIAL SRVS LT

191 MERCHANTS S TVALLETTA C 27121

MALTA

05/17/05 Timel y

Associated Claim s

1052654 WATANABE, ATSUS ATSUSHI WATANABE TRUSTEE

REVOCABLE LIVING TRUST DTD

U-A ATSUSHI 29 6

3168 ALOHI STREET

LIHUE 11196766

Associated Claims

03/29/05 2020704127 Timely

2052965 WATANABE, ROSIE ROSIE K WATANABE

1152 ALA HINANO PL . DEPT

HONOLULU HI 96818

05/26/05 Timel y

Associated Claims


EXCIO141 SEARS, ROEBUCK AND CO. SECURES REPS 29-Mar-06 4 :28 P M


1052657 WATANABE, RUTH RUTH C S WATANABE TRUSTEE 03/29/05 2020729409 Timely

REVOCABLE LIVING TRUST DTD

05-12-91 U-A RUTH C S WATANAB E

3168 ALOHI STREET

LIHUE HI 96766

Associated Claims

1052728 WATSON III, 0 B 0 B WATSON 111 05/16/05 2023406778 Timely

8272 HOLLYRIDGE ROADJACKSONVILLE FL 32256

Associated Claim s

1052771 WAYOCK, VICKI A VICKI A WAYOCK 03/30/05 2025579885 Timely

1392 QUEEN STPOTTSTOWN PA 1946 4

Associated Claims

1053104 WELLS, JAMES E JAMES E WELLS 04/05/05 2042250035 Timel y

1621 DERBY HELLS COURT

DERBY KS 67037

Associated Claims

2054668 WESTFALL, AMY AMY WESTFALL 05/23/05 Timely

1527 AUTUMNCREST CT DEPT 506 8CRYSTAL LAKE IL 60014

Associated Claims




280 WIENHORST, RICH RICHARD WIENHORST 06115/05 Timely

3303 PINES VILLAGE CIR. APT 20 7

VALPARAISO IN 46383

Associated Claims

2032989 WILLIAMS, BETTY BETTY WILLIAMS TTEE

FBO MARGARET M STRODE

1990 TRUST UAD 11-11-90

2305 RIDGEWAY DRIVE

EUGENE OR 9740 1

Associated Claim s

1053855 WILLIAMS, LILLI LILLIAN C WILLIAMS TRUSTEE

U-A DTD 05-25-94 THE LILLIAN

C WILLIAMS ESTATE TRUST

UNIT G

13231 N 98TH AVE

SUN CITY AZ 8535 1

Associated Claims

05/03/05 Timely

04/20/05 2077382426 Timel y

1054128 WILSON, ROSEMAR ROSEMARY WILSON

2944 MACALPIN DR WPALM HARBOR FL 34684

Associated Claims

04/02/05 2087346598 Timely

1054218 WINTER , JOYCE A JOYCE A WINTER & MICHAEL G

WINTER JT TENW188 N9270 MAPLE RD

MENOMONEE FALLS WI 53051

04/04/05 2092189969 Timely

Associated Claims


IXC10141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 PM


2110725 WIRTZ, JOHN W JOHN W WIRTZ TTEE 07/20/05 Late

JOHN W WIRTZ TRUST

4180 FAIRWAY DRPO BOX 610037

PORT HURON MI 4806 1

Associated Claim s

316 WIRTZ, WANDA A . WANDA A. WIRTZ TTEE 07/20/05 Late

WANDA A . WIRTZ TRUST

4180 FAIRWAY DR.

PO BOX 610037

PORT HURON MI 48061

Associated Claim s

1006632 WISE, BESSIE M DLJSC FOR CITISTREET CUST 03/26/05 2093866194 Timely

F-B-O BESSIE M WIS E

1498 N TR 109

TIFFIN OH 44883

Associated Claim s

1054294 WITECHA, JAMES JAMES WITECHA & ADA C

WITECHA JT TEN

1409 SO HICKORY DRMT PROSPECT IL 60056

Associated Claims

04/11/05 2095551439 Timely

1055080 WITT, YVONNE D YVONNE D WITT TRUSTEE U-A

DTD 12-03-90 FBO THE YVONNE

WITT TRUST

2623 15TH AVENUE

SAN FRANCISCO CA 94127

04/25/05 2130947252 Timely

Associated Claims


EXCI 0141 SEARS, ROEBUCK AND CO. SECURITIES REPS 29-Mar-06 4:28 P M

PostmarkIdNo Description Name /Address Phone No Date Acct No Status

1054456 WOMACK, MARY L MARY L WOMACK 03/25/05 2103303675 Timely

2129 FRANCAIS DRIVE

SHREVEPORT LA 7111 8

Associated Claim s

1054503 WOOD, JOHN STAN JOHN STANLEY WOOD

252 FIEDLER LNFENTON MO 63026

Associated Claim s

2047685 WOODRING, LYLE LYLE L WOODRING

ROLLOVER IRA ACCOUNT9408 S DARLINGTON

TULSA OK 74137

03/24/05 2105599500 Timely

06/10/05 Timel y

Associated Claims

63 WOODSIDE, MARY MARY JO WOODSIDE

116 BROOKWOOD DR

DE SOTO TX 75 115

03/30/05 Timely

Associated Claims

1025207 WUKITCH, HELEN HELEN M WUKITCH TRUSTEE

UNDER DECLARATION OF

TRUST DTD 02-08-99913 S NA -WA-TA AVENUE

MOUNT PROSPECT IL 60056

04/11/05 816983669 Timely

Associated Claims




2000743 Y.J .A . INC. Y.J.A. INC. 04/29/05 Timely

423 NAVESINK RIVER RDRED BANK NJ 0770 1

Associated Claims

2040324 YOUNG, ROBERT P ROBERT PERRY YOUNG 06/02/05 Timely

CGM IRA CUSTODIAN

3347 CR 961

TISHMOINGO MS 38873

Associated Claims

Total 542

sears, roebuck & co. securities litigation 02-cv-7527-stipulation and agreement of settlement

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