Chase to Purchase Sears Canada Credit Card Business; Private-Label, Co-Branded Card Programs Include 10 Million Accounts.

WILMINGTON, Del. -- Chase (NYSE:JPM) has entered into an agreement to purchase the credit card operation, including both its private-label Sears credit card accounts and its co-branded Sears MasterCard(R) accounts, from Sears Canada Inc. (TSX:SCC).

The credit card operation includes approximately 10 million accounts and CAD$2.5 billion in outstandings. Sears Canada and Chase will enter into an ongoing arrangement under which Chase will offer private-label and co-branded credit cards to both new and existing customers. Chase expects the transaction, to be accretive to earnings in 2006.

In addition to assuming control of the Sears Canada portfolios and private-label operations, Chase will manage operating centers in four Canadian locations with approximately 1,000 employees.

As part of this new relationship, the two companies also plan to jointly develop and introduce new features, products and services to drive incremental sales at Sears Canada.

"This purchase offers many opportunities for Chase, including partnering with another of the world's leading brands, expanding our private-label business and entering a new and exciting market in Canada," said William I. Campbell, Chairman, Chase Card Services. "We look forward to working closely with Sears Canada and its employees to offer great products and services that consumers find valuable."

"This is a great alliance for Sears, our customers and our shareholders," said Brent Hollister, President and Chief Executive Officer, Sears Canada. "Our customers will enjoy broader credit and financial product opportunities and continued high levels of service, while Sears continues to receive significant income related to credit card sales. Chase is a global leader in co-branded and general purpose cards, with world class technology, powerful financing capabilities and excellent customer relationship management skills; creating a tremendous opportunity for our people in the credit business."

"From our shareholders' point of view, this strategic action will also create significant value as we expect to return substantial proceeds to shareholders, while accelerating progress toward building a Sears that is completely focused on the profitable growth of our core retail and related services business and further simplifying our organization," continued Hollister.

About JPMorgan Chase & Co.

JPMorgan Chase & Co. (NYSE:JPM) is a leading global financial services firm with assets of $1.2 trillion and operations in more than 50 countries. The company has approximately 95 million credit cards issued. Under the JPMorgan, Chase and Bank One brands, the firm serves millions of consumers in the United States and many of the world's most prominent corporate, institutional and government clients. Information about the firm is available at www.jpmorganchase.com.

About Sears Canada

Sears Canada is a multi-channel retailer with a network of 122 full-line department stores, 217 off-mall stores, 62 home improvement showrooms, over 2,200 catalogue merchandise pick-up locations, 113 Sears Travel offices and a nationwide home maintenance, repair, and installation network. The Company also publishes Canada's most extensive general merchandise catalogue and offers shopping online at www.sears.ca.