The Board of Directors has the following standing Committees: Audit, Executive, Compensation and Incentives, Finance and Committee on Directors and Corporate Governance. Except for the Executive Committee, the Committees are comprised solely of non-employee directors. In 2001 K-mart management issued the guidelines on significant corporate governance issues. They included numerous regulations, however, the most important are listed below. The Committee on Directors and Corporate Governance reviews qualifications of potential candidates and recommends director nominees to the full Board.

The Committee on Directors and Corporate Governance may receive suggestions for candidates from individual Board members, including the CEO, as well as from stockholders of the Company. The Committee on Directors and Corporate Governance has adopted a policy regarding factors to be considered in selecting director nominees which include: the nominee's intelligence, judgment, foresight, personal character, experience and achievements; the overall composition of the Board; having a majority of independent directors on the Board; and representation of a diversity of backgrounds and expertise which are most needed and beneficial to the Board and the Company. The Board should be free to make this choice any way that seems best for the Company at a given point in time. Therefore, the Board does not have a policy, one way or the other, on whether or not the role of the Chief Executive and Chairman should be separate and, if it is to be separate, whether the Chairman should be selected from the non-employee directors or be an employee. As of the date of the 2001 Annual Meeting, there will be 10 Kmart Board members. Management, the Board and the Committee on Directors and Corporate Governance have indicated that size of 10 -13 members is about right.

The Board believes that management generally should speak for the Company. While individual Board members may, from time to time, meet or otherwise communicate with various constituencies that are involved with Kmart, it is expected that Board members would do this with the knowledge of management and, in most instances, at the request of management. Board members have complete access to Kmart management. It is assumed that Board members will use judgment to be sure that this contact is not distracting to the Company and that such contact, if in writing, be copied to the CEO.

Furthermore, the Board encourages management to, from time to time, bring managers into Board Meetings who: (a) can provide additional insight into the items being discussed because of personal involvement in these areas, and / or (b) represent managers with future potential that senior management believes should be given exposure to the Board. b. Top Management Senior management team of K-mart corporation consists of 11 members, each responsible for a certain field of operations. Namely, they are: Julian C. Day - President and Chief Executive Officer; Karen Austin - Senior Vice President, Chief Information Officer, Chief Marketing Officer; William C.

Crowley - Senior Vice President, Finance; James E. Defebaugh - Senior Vice President, Chief Compliance Officer; Bruce Johnson - Senior Vice President, Supply Chain and Operations; Janet Langford Kelly - Senior Vice President and Chief Administrative Officer; Harold W. Lue ken - Senior Vice President & General Counsel, and Secretary; James Mixon - Senior Vice President, Logistics; David Marsi co - Senior Vice President, Store Operations; Lisa Schultz - Senior Vice President and Chief Creative Officer; James F. Gooch Treasurer.