Restoration Hardware Says if Sears Signs Same Confidentiality/Standstill Agreement as Others It Will Provide Confidential Information

    CORTE MADERA, Calif., Nov. 27 /PRNewswire-FirstCall/ -- In response to
 media and other inquiries concerning the Schedule 13D amendment filed by
 Sears Holdings Corporation on Monday, November 26, 2007, the Independent
 Committee of Restoration Hardware's Board of Directors stated if Sears will
 agree to execute the customary confidentiality and standstill agreement on
 substantially the same terms that other parties have signed, it would be
 pleased to provide Sears with the confidential information it requested.
 
     "While Sears has announced its willingness to sign a confidentiality
 agreement, there is no agreement on terms and, to date, instead of agreeing
 to the standstill agreement to which other interested parties have agreed,
 Sears has proposed to reserve the right to launch a tender offer outside
 the process," the Independent Committee said in a statement today.
 
     The Committee stated that it is encouraged by Sears' current proposal
 at $6.75 per share based upon publicly available information, which is a
 vast improvement over its prior proposal at $4.00 per share. At the same
 time, the Committee stated that it believes that stockholder value will be
 maximized if Sears participates inside the process with other interested
 parties.
 
     "Sears is an American icon," said Ray Hemmig, Chairman of the
 Independent Committee. "We are flattered that it is interested in learning
 more about our company. We welcome its participation in the process along
 with the other interested parties. However, the Committee is firmly
 committed to a fair process that will yield the best results for all
 stockholders and believes that process is best served through all parties
 agreeing to the proposed standstill terms without preferential treatment of
 one party over another."
 
     On November 8, 2007, Restoration Hardware announced a merger agreement
 with Catterton Partners. In that announcement, the Company said that under
 the terms of the agreement, the Independent Committee of the Company's
 Board of Directors, consistent with its fiduciary duties, would be
 soliciting competing proposals from third parties during a 35 day period
 ending December 13, 2007. On November 19, 2007, Sears filed a Schedule 13D
 with the SEC indicating that it had accumulated shares equaling just under
 a 14% ownership position in the Company.
 
     About Restoration Hardware
 
     Restoration Hardware, Inc. is a specialty retailer of high quality home
 furnishings, bath fixtures and bathware, functional and decorative
 hardware, gifts and related merchandise that reflects the Company's classic
 and authentic American point of view. Restoration Hardware, Inc. sells its
 merchandise offering through its retail stores, catalog (800-762-1005) and
 on-line at http://www.restorationhardware.com. The Company currently
 operates 102 retail stores and eight outlet stores in 30 states, the
 District of Columbia and Canada.
 
     Information about the Previously Announced Merger and Where to Find It
 
     On November 8, 2007, Restoration Hardware announced that it had entered
 into an agreement and plan of merger with Home Holdings, LLC ("Parent"),
 and Home Merger Sub, Inc., a wholly owned subsidiary of Parent ("Merger
 Sub"). Parent and Merger Sub are affiliates of Catterton Partners.
 
     In connection with the proposed merger, Restoration Hardware will file
 a proxy statement with the Securities and Exchange Commission (the "SEC").
 Investors and security holders are strongly advised to read the proxy
 statement when it becomes available because it will contain important
 information about the merger and the parties to the merger. Investors and
 security holders may obtain a free copy of the proxy statement (when
 available) and other documents filed by Restoration Hardware at the SEC
 website at http://www.sec.gov. The proxy statement and other documents also
 may be obtained for free from Restoration Hardware by directing such
 request to Chris Newman, Chief Financial Officer and Secretary, telephone:
 (415) 945-4530, or on the company's website at
 http://www.restorationhardware.com.
 
     Restoration Hardware and its directors, executive officers and other
 members of its management and employees may be deemed participants in the
 solicitation of proxies from its stockholders in connection with the
 proposed merger. Information concerning the interests of Restoration
 Hardware's participants in the solicitation, which may, in some cases, be
 different than those of stockholders generally, is set forth in Restoration
 Hardware's proxy statements and Annual Reports on Form 10-K, previously
 filed with the SEC, and will be set forth in the proxy statement relating
 to the merger when it becomes available. Each of these documents may be
 obtained for free at the SEC website at http://www.sec.gov or from
 Restoration Hardware by directing such request to Chris Newman, Chief
 Financial Officer and Secretary, telephone: (415) 945-4530, or on the
 company's website at http://www.restorationhardware.com.
 
     Safe Harbor Statement under the Private Securities Litigation Reform
 Act of 1995:
 
     This release contains forward-looking statements that involve known and
 unknown risks. Such forward-looking statements include, without limitation,
 statements containing words such as "expects" and words of similar import
 or statements of management's opinion. There are a number of risks and
 uncertainties that could cause actual results to differ materially from
 these forward-looking statements, including that (1) the Company may be
 unable to obtain stockholder approval required for the merger agreement;
 (2) the Company may be unable to obtain regulatory approvals required for
 the transactions contemplated by the merger agreement; (3) conditions to
 the closing of the merger agreement may not be satisfied; (4) the
 transaction may involve unexpected costs, unexpected liabilities or
 unexpected delays; (5) the business of the Company may suffer as a result
 of uncertainty surrounding the transaction; and (6) the Company may be
 adversely affected by other economic, business, and/or competitive factors.
 Additional factors that may affect the future results of the Company are
 set forth in its filings with the Securities and Exchange Commission,
 including its recent filings on Forms 10-K, 10-Q and 8-K, including, but
 not limited to, those described in the Company's Form 10-Q for the quarter
 ended August 4, 2007, in Part I, Item 2 thereof ("Management's Discussion
 and Analysis of Financial Condition and Results of Operations"), in Part I,
 Item 4 thereof ("Controls and Procedures"), and in Part II, Item 1A thereof
 ("Risk Factors"). Unless required by law, the Company undertakes no
 obligation to publicly update or revise any forward-looking statements,
 whether as a result of new information, future events or otherwise.
 
 

      Contacts:  Sitrick And Company
                 Michael Sitrick
                 Jason Booth
                 (310) 788-2850
 
                 Lance Ignon
                 (415) 793-8851
 
                 Restoration Hardware
                 Chris Newman
                 Chief Financial Officer
                 415-945-4530
 
 

SOURCE Restoration Hardware, Inc.