REGISTERED SEARS ROEBUCK ACCEPTANCE CORP




Exhibit 4(a)


 

	
      REGISTERED
      
	
      SEARS ROEBUCK ACCEPTANCE
      CORP. 
	
      REGISTERED

	
      No.
      FXR- 
	
      MEDIUM-TERM
      NOTE SERIES VI 
	
      CUSIP

	
      
	
      (FIXED
      RATE)
	
      




 


[Except as otherwise provided in Section 2.10 of the
Indenture referred to on the reverse hereof, this Note may be transferred, in
whole but not in part, only to another nominee of the Depository or to a
successor Depository or to a nominee of such successor Depository.


Unless this Note is presented by an authorized representative
of The Depository Trust Company, a New York Corporation, ("DTC") (55
Water Street, New York, New York) to Sears Roebuck Acceptance Corp. or its agent
for registration of transfer, exchange or payment, and any Note issued upon
registration of transfer of, or in exchange for, or in lieu of, this Note is
registered in the name of Cede & Co. or such other name as requested by an
authorized representative of DTC and any payment hereon is made to Cede &
Co. or to such other entity as is requested by an authorized representative of
DTC, ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co.,
has an interest herein.]


ORIGINAL ISSUE DATE:

INTEREST RATE: %

REDEMPTION COMMENCEMENT DATE:

		REDEMPTION PRICE:	IF A REDEMPTION
      COMMENCEMENT DATE IS SPECIFIED ABOVE, THE REDEMPTION
      PRICE SHALL BE % OF THE PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED AND
      THE REDEMPTION PRICE SHALL DECLINE AT EACH ANNIVERSARY OF THE REDEMPTION
      COMMENCEMENT DATE BY % OF THE PRINCIPAL AMOUNT OF THIS NOTE TO BE REDEEMED
      UNTIL THE REDEMPTION PRICE IS 100% OF SUCH PRINCIPAL AMOUNT.


STATED REDEMPTION DATE(S) AND REDEMPTION PRICE(S):


	
      Stated Redemption Date
	
      Redemption Price if Redeemed at the Option of Company
	
      Redemption Price if Repaid at Option of Holder

	 	 	 



  
    
    IF ONE OR MORE STATED REDEMPTION DATES ARE SPECIFIED
    ABOVE, THE REDEMPTION PRICE SHALL BE THE PERCENTAGE OF THE PRINCIPAL AMOUNT
    OF THIS NOTE TO BE REDEEMED OR REPAID AS REFLECTED ABOVE.

    REDEEMABLE AT OPTION OF: [THE COMPANY,] [THE HOLDER,] OR
    [THE COMPANY OR THE HOLDER]

    NOTICE PROVISIONS FOR REDEMPTION ON A STATED REDEMPTION
    DATE:

    

  

  MATURITY DATE:

  INTEREST PAYMENT DATES: FEBRUARY 15 AND AUGUST 15,
  COMMENCING

  OTHER PROVISIONS:

          Sears Roebuck
  Acceptance Corp., a corporation duly organized and existing under the laws
  of the State of Delaware (herein referred to as the "Company," which
  term includes any successor corporation under 

  1

  

   

  the Indenture hereinafter referred to), for value received,
  hereby promises to pay to

   

  _____________________.

   

  or registered assigns, upon presentation and surrender of
  this Note on the Maturity Date shown above or any earlier date of redemption
  at the office or agency of the Company in the Borough of Manhattan of The City
  of New York, or, at the option of the Holder, such office or agency, if any,
  maintained by the Company in the city in which the principal executive offices
  of the Company are located or the city in which the principal corporate trust
  office of the Trustee is located, the principal sum of

  	_____________________________

                   Principal
        Amount	____________________

                Specified
        Currency


  and to pay interest thereon at the rate per annum shown
  above.


        This Note will
bear interest from and including the Original Issue Date specified above or from
and including the most recent Interest Payment Date to which interest on this
Note has been paid or duly provided for. Unless otherwise specified above,
interest will be computed on the basis of a 360-day year of twelve 30-day
months.

        Interest on this
Note shall be payable in arrears on the Interest Payment Dates and on the
Maturity Date indicated above (or the date of redemption), except that if this
Note was originally issued between a Regular Record Date and an Interest Payment
Date, the first payment of interest will be made on the Interest Payment Date
following the next succeeding Regular Record Date to the registered Holder on
such next succeeding Regular Record Date. If any Interest Payment Date would
fall on a day that is not a Business Day, (as defined below), such Interest
Payment Date shall be postponed to the next succeeding Business Day, and no
interest on such payment shall accrue for the period from and after the Interest
Payment Date to such next Business Day. If the Maturity Date of this Note (or
the date of redemption) falls on a day that is not a Business Day, the payment
of interest and principal (and premium, if any) may be made on the next
succeeding Business Day with the same force and effect as if made at maturity,
and no interest on such payment shall accrue for the period from and after the
Maturity Date (or such date of redemption) to the date of such payment on such
next Business Day.

        The Regular Record
Date shall be the February 1 and August 1 next preceding any February 15 or
August 15 Interest Payment Date and the date 15 calendar days prior to any other
Interest Payment Date, whether or not such date shall be a Business Day.

        "Business
Day" as used herein means each Monday, Tuesday, Wednesday, Thursday and
Friday (a) that is not a legal holiday for banking institutions in any of
the City of Wilmington, Delaware, the City of Chicago, Illinois, The City of New
York, New York or the city in which the principal corporate
trust office of the Trustee is located; (b) if this Note is denominated in a
currency other than Dollars or the Euro, that is not a legal holiday for banking
institutions in any of the City of Wilmington, Delaware, the City of Chicago,
Illinois, The City of New York, New York, the city in which the principal
corporate trust office of the Trustee is located or

____________________________________________________________

            Principal
Financial Center of Country Issuing Currency

and (c) if the Specified Currency is the Euro, that is a day
on which the Trans-European Automated Real-Time Gross Settlement Express
Transfer (TARGET) System is open and is not a legal holiday for banking
institutions in any of the City of Wilmington, Delaware, the City of Chicago,
Illinois, The City of New York, New York, the City of Brussels, Belgium or the
city in which the principal corporate trust office of the Trustee is located.

2



 

        Payments
of interest with respect to any Interest Payment Date or Maturity Date (or
date of redemption) will include interest accrued to, but excluding, such
Interest Payment Date or Maturity Date (or date of redemption).

        The principal of
(and premium, if any), and interest on, this Note is payable by the Company in
the Specified Currency. Interest payable on any Interest Payment Date (other
than Defaulted Interest) shall be payable to the person who is the registered
Holder at the close of business in The City of New York on the immediately
preceding Regular Record Date. Interest payable upon redemption or at maturity
(other than a redemption or maturity occurring on an Interest Payment Date) will
be paid to the same person to whom the principal amount of this Note is payable.

        Any interest not punctually paid
or duly provided for on any Interest Payment Date shall forthwith cease to be
payable to the registered Holder on such Interest Payment Date, and may be paid
to the Person in whose name this Note is registered at the close of business in
The City of New York on a Special Record Date for the payment of such Defaulted
Interest to be fixed by the Trustee, notice of which shall be given to Holders
not less than 10 days prior to such Special Record Date, or may be paid, at any
time in any other lawful manner, all as more fully set forth in the Indenture.
To the extent permitted by law and the Indenture, such Defaulted Interest shall
accrue interest at the rate borne by the Note from the date of such failure to
punctually pay or provide for such interest until such Defaulted Interest is
paid or duly provided for.

        Payment of
principal of (and premium, if any), and interest on, this Note (if the Holder of
this Note is a Depository as defined
in the Indenture referred to on the reverse hereof or a nominee of such a
Depository) will be made in accordance with any applicable provisions of such
written agreement between the Company, the Trustee and such Depository (or its
nominee) as may be in effect from time to time or (if the Holder of this Note
holds an aggregate principal amount of $10,000,000 (or the equivalent in a
Foreign Currency) or more of Notes with respect to which such payment of
principal (and premium, if any) or interest, as applicable, is to be made on
such day) will be made by wire transfer if the Holder shall have designated in
writing to the Trustee an account with a bank located in the country issuing the
Specified Currency (or, if the Specified Currency is
the Euro, an account located in any member state of the European Union that has
adopted the Euro) or such other country as shall be satisfactory to the Company
and the Trustee. If payment of interest is to be made by wire transfer, such
information must be received by the Trustee at its corporate trust office in the
Borough of Manhattan of The City of New York on or prior to the Regular Record
Date for an Interest Payment Date. The Trustee will, subject to applicable laws
and regulations and until it receives notice to the contrary, make such payment
to such Holder by wire transfer to the designated account. If a payment of
interest is not made in accordance with such a written agreement or by wire
transfer, payment will be made by check. Checks for payment of interest on an
Interest Payment Date will be mailed to the Holder at the address of such Holder
appearing on the Security Register on the applicable Regular Record Date.

        To receive payment
of a Dollar-denominated Note upon redemption or at maturity, a Holder must make
presentation and surrender of such Note on or before the Redemption Date or
Maturity Date, as applicable. Payment (other than payment in accordance with a
written agreement between the Company, the Trustee and a Depository (or its
nominee) as set forth above) will be made by check unless proper wire
instructions are on file with the Trustee or are received at presentment. To
receive payment of a Note denominated in a Foreign Currency upon redemption or
at maturity, a Holder must make presentation and surrender such Note not less
than two Business Days prior to the Redemption Date or Maturity Date, as
applicable. Upon presentation and surrender of a Note denominated in a Foreign
Currency at any time after the date two Business Days prior to the Redemption
Date or Maturity Date, as applicable, the Company will pay the principal amount
(and premium, if any) of such Note, and any interest due upon redemption or at
maturity (unless the Redemption Date or Maturity Date is an Interest Payment
Date),, two Business Days after such presentation and surrender.

        The Notes will be
direct, unsecured and unsubordinated obligations of the Company and will rank
equally with all of the Company's other unsecured and unsubordinated
indebtedness from time to time outstanding.

3



 

        The Company will
pay any administrative costs imposed by banks in connection with sending
payments by wire transfer, but any tax, assessment or governmental charge
imposed upon payments will be borne by the Holders of the Notes in respect of
which payments are made.


Notwithstanding the foregoing, if Other Provisions apply to this Note as
specified on the face hereof, this Note shall be subject to the terms set forth
in such Other Provisions.

Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.

This Note shall not be entitled to any benefit under the
Indenture referred to on the reverse hereof or any indenture supplemental
hereto, or become valid or obligatory for any purpose, until the certificate of
authentication hereon shall have been signed by or on behalf of the Trustee
under such Indenture.

        IN WITNESS
WHEREOF, the Company has caused this instrument to be
duly executed under its corporate seal.


	Dated:	
       SEARS ROEBUCK ACCEPTANCE CORP.

      
       

      
      By _________________________________

              President

      
       

      
      By _________________________________

              Vice
      President

		
	
      CERTIFICATE OF AUTHENTICATION

      This is one of the Notes designated and referred

      to in the within-mentioned Indenture.

      
      BNY MIDWEST TRUST COMPANY,

      as Trustee

       

      By_______________________________

      Authorized Signatory

       

      [Corporate Seal]
	



4



 


SEARS ROEBUCK ACCEPTANCE CORP.

Medium-Term Note Series VI


        This Note is one
of a duly authorized issue of debentures, notes, bonds or other evidences of
indebtedness of the Company (hereinafter called the "Securities") of
the series hereinafter specified, unlimited in
aggregate principal amount, all issued or to be issued under or pursuant to an
indenture dated as of October 1, 2002, executed between the Company and BNY
MIDWEST TRUST COMPANY, as Trustee; to which indenture and all indentures
supplemental thereto (herein collectively called the "Indenture")
reference is hereby made for a specification of the rights and limitation of
rights thereunder of the Holders of the Securities, the rights and obligations
thereunder of the Company and the rights, duties and immunities thereunder of
the Trustee and for the terms upon which the Securities are to be authenticated
and delivered. The Securities may be issued in one or more series, which
different series may be issued in various aggregate principal amounts, may
mature at different times, may bear interest (if any) at different rates, may be
subject to different redemption provisions (if any), may be subject to different
covenants and defaults and may otherwise vary as in the Indenture provided. This
Note is one of a series designated as the "Medium-Term Notes Series
VI" (hereinafter referred to as the "Notes") of the Company, of
up to $1,000,000,000 in aggregate principal amount. Although the Company may
not issue more than $1,000,000,000 of the Notes of this series, the Company may,
from time to time, without the consent of the Holder of this Note, issue
additional Notes or other debt securities having the same terms as this Note
(other than the date of issuance, the date interest, if any, begins to accrue
and the offering price, which may vary) that will form a single issue with this
Note. BNY Midwest Trust Company also serves as registrar and as Paying Agent in
connection with the Notes. This Note is not subject to any sinking fund. All
terms used in this Note which are defined in the Indenture and which are not
otherwise defined in this Note shall have the meanings assigned to them in the
Indenture.

        The
Notes are issuable only in registered form without coupons and will be either
(a) book-entry Notes represented by one or more global notes (each a
"Global Note") recorded in the book-entry system maintained by the
Depository ("Book-Entry Notes") or (b) certificated notes issued to,
and registered in the names of, the beneficial owners or their nominees
("Certificated Notes"). Notes are issuable in minimum denominations of
(i) in the case of Notes denominated in Dollars, U.S.$1,000 and in any larger
amount in integral multiples of U.S. $1,000 and (ii) in the case of Notes
denominated in any Foreign Currency, the equivalent in such Foreign Currency
determined in accordance with the Market Exchange Rate for such Foreign
Currency, on the Business Day immediately preceding the date on which the
Company accepts an offer to purchase a Note, of U.S.$1,000 (rounded down to an
integral multiple of 1,000 units of the Foreign Currency but in no event rounded
down to fewer than 1,000 units of such Foreign Currency), and in any larger
amount in integral multiples of 1,000 units of such Foreign Currency (each, an
"Authorized Denomination"). In the manner and subject to the
limitations provided in the Indenture, the Global Notes or Certificated Notes
are exchangeable, without charge except for any tax or other governmental charge
imposed in relation thereto, for other Notes of authorized denominations for a
like aggregate principal amount, at the office or agency of the Company in the
Borough of Manhattan of The City of New York, or, at the option of the Holders
thereof, such office or agency, if any, maintained by the Company in the city in
which the principal executive offices of the Company are located or the city in
which the principal corporate trust office of the Trustee is located.

        Unless this Note
is denominated in Dollars, in the event that the currency in which this Note is
denominated is not available for payment at a time at which any payment is
required hereunder due to the imposition of exchange controls or other
circumstances beyond its control, the Company may, in full satisfaction of its
obligation to make such payment, make instead a payment in an equivalent amount
of Dollars, determined in accordance with the Market Exchange Rate for such
currency on the latest date for which such rate was established on or before the
date on which payment is due, and such substituted payment of Dollars shall not
constitute a default under this Note or the Indenture.

        Unless
this Note is denominated in Dollars, the Company will indemnify the Holder of
this Note against any loss incurred as a result of any judgment or order being
given or made for any amount due under this Note and that judgment or order
requiring payment in a currency (the "Judgment Currency") other than
the Specified Currency, and as a result of any variation between (a) the rate of
exchange at which the Specified Currency amount is converted into the Judgment
Currency for the purpose of that judgment or order; and (b) the rate of exchange
at which the Holder, on the date of payment of that judgment or order, is able
to purchase the Specified Currency with the amount of the Judgment Currency
actually received.

        If
a Redemption Commencement Date is specified above, this
Note may be redeemed, whether or not any other Note is concurrently redeemed, at
the option of the Company, as a whole, or from time to time in part in
increments of U.S.$1,000 or the minimum Authorized Denomination (provided that
any remaining principal 



 

amount hereof shall be at least
U.S.$1,000 or such minimum Authorized Denomination), on any Business Day on or
after the Redemption Commencement Date and prior to the Maturity Date, upon
mailing by first-class mail, postage prepaid, a notice of such redemption not
less than 30 nor more than 60 calendar days prior to the Redemption Date, to the
Holder of this Note at such Holder's address appearing in the Security Register,
as provided in the Indenture (provided that, if the Holder of this Note is a
Depository or a nominee of a Depository, notice of such redemption shall be
given in accordance with any applicable provisions of such written agreement
between the Company, the Trustee and such Depository (or its nominee) as may be
in effect from time to time), at the Redemption Price specified on the face of
this Note (expressed in percentages of the principal amount hereof to be
redeemed) together in each case with interest accrued to the Redemption Date
(subject to the right of the Holder of record on a Regular Record Date to
receive interest due on an Interest Payment Date). If a Stated Redemption Date
or Stated Redemption Dates are specified above, this Note may be redeemed or
repaid, whether or not any other Note is concurrently redeemed or repaid, at the
option of the Company, the Holder, or either the Company or the Holder, as
specified above, as a whole or in part in increments of U.S.$1,000 or the
minimum Authorized Denomination (provided that any remaining principal amount
hereof shall be at least U.S.$1,000 or such minimum Authorized Denomination), on
such Stated Redemption Date, at the Redemption Price set forth in the table
above (expressed in percentages of the principal amount hereof to be redeemed),
together in each case with interest accrued to the Redemption Date (subject to
the right of the Holder of record on a Regular Record Date to receive interest
due on an Interest Payment Date) upon delivery of the notice specified above.
Any election by the Holder of this Note to have all or any portion of this Note
repaid shall be irrevocable. If the Holder of this Note is a Depository or a
nominee of a Depository, any redemption will also be conducted in accordance
with the procedures of the Depository. In the event of redemption of this Note
in part only, a new Note or Notes of this series, and of like tenor, for the
unredeemed portion hereof will be issued in the name of the Holder hereof upon
the cancellation hereof.

        In case a default,
as defined in the Indenture, shall occur and be continuing with respect to the
Notes, the principal amount of all Notes then outstanding under the Indenture
may be declared or may become due and payable upon the conditions and in the
manner and with the effect provided in the Indenture. The Indenture provides
that such declaration may in certain events be annulled by the Holders of a
majority in principal amount of the Notes outstanding.

        To the extent
permitted by, and as provided in, the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and
obligations of the Company and the Holders of the Notes, may be made without the
consent of any Holders of Notes, for the limited purposes described in Section
11.1 of the Indenture.

        To the extent
permitted by, and as provided in, the Indenture, modifications or alterations of
the Indenture, or of any indenture supplemental thereto, and of the rights and
obligations of the Company and the Holders of the Notes, may be made with the
consent of the Company by the affirmative vote or consent of the Holders of not
less than a majority in aggregate principal amount of the Securities then
outstanding (as defined in the Indenture) of each series to be affected,
evidenced as provided in the Indenture; provided, however, that no such
modification or alteration shall (i) change the stated maturity of the principal
of (and premium, if any), or the interest on, any Security, or reduce the
principal amount of (and premium, if any), or the rate of interest on, any
Security, or change the Currency in which the principal of (and premium, if
any), or interest on, such Security is denominated or payable, or reduce the
amount of the principal of an Original Issue Discount Security that would be
payable upon a declaration of acceleration of the Maturity thereof pursuant to
Section 6.1 of the Indenture without the consent of the Holder of each
outstanding Security so affected, or (ii) reduce the percentage of Securities,
the vote or consent of the Holders of which is required for such modifications
and alterations, without the consent of the Holders of all Securities affected. The
Indenture also provides that, provided the Securities of any series shall not
then be due and payable by reason of a declaration pursuant to Section 6.1 of
the Indenture, the Holders of a majority in principal amount of the Securities
of that series then outstanding may waive any past default with respect to
Securities of such series under the Indenture and its consequences, except a
default in the payment of interest on or the principal of (or premium, if any,
on), any of such Securities.

        No reference herein to the
Indenture and no provision of this Note or of the Indenture shall alter or
impair the obligation of the Company, which is absolute and unconditional, to
pay the principal of (and premium, if any) and interest on this Note at the
place, at the respective times, at the rate, and in the Currency, herein
prescribed.

        This Note is
transferable by the registered Holder hereof or by his attorney duly authorized
in writing at the office or agency of the Company in the Borough of Manhattan of
The City of New York or, at the option of the Holder hereof, such office or
agency, if any, maintained by the Company in the city in which the principal
executive offices of the Company are located or the city in which the principal
corporate trust office of the Trustee 



 

is located, without charge except for any tax or other
governmental charge imposed in relation thereto, but only in the manner and
subject to the limitations provided in the Indenture and upon surrender of this
Note. Upon any such transfer a Note or Notes of authorized denominations for a
like aggregate principal amount and bearing a number not contemporaneously
outstanding will be issued in exchange herefor.

        The Company, the
Trustee, any Authenticating Agent, any paying agent and any Security registrar
may deem and treat the registered Holder hereof as the absolute owner hereof
(whether or not this Note shall be overdue and notwithstanding any notice of
ownership or other writing hereon by anyone other than the Company or any
Security registrar) for the purpose of receiving payment of or on account of the
principal hereof (and premium, if any), and interest hereon, and for all other
purposes, and none of the Company, the Trustee, an Authenticating Agent, a
paying agent or the Security registrar shall be affected by any notice to the
contrary. All such payments shall be valid and effectual to satisfy and
discharge the liability upon this Note to the extent of the sum or sums so paid.

        No recourse under
or upon any obligation, covenant or agreement of the Indenture or of this Note,
or for any claim based thereon or otherwise in respect thereof, shall be had
against any incorporator, stockholder, officer or director, as such, past,
present or future, of the Company or of any successor corporation, either
directly or through the Company, whether by virtue of any constitution, statute
or rule of law, or by the enforcement of any assessment or penalty or otherwise;
it being expressly understood that the Indenture and this Note are solely
corporate obligations, and that no such personal liability whatever shall attach
to, or is or shall be incurred by the incorporators, stockholders, officers or
directors, as such, of the Company or of any successor corporation, or any of
them, because of the creation of the indebtedness authorized by the Indenture,
or under or by reason of the obligations, covenants or agreements contained in
the Indenture or this Note or implied therefrom; and that any and all such
personal liability, either at common law or in equity or by constitution or
statute, of, and any and all such rights and claims against, every such
incorporator, stockholder, officer or director, as such, because of the creation
of the indebtedness authorized by the Indenture, or under or by reason of the
obligations, covenants or agreements contained in the Indenture or this Note or
implied therefrom, are, by acceptance of this Note, hereby expressly waived and
released as a condition of, and as consideration for, the issue of this Note. In
the event of any sale or transfer of its assets and liabilities substantially as
an entirety to a successor corporation, the predecessor corporation may be
dissolved and liquidated as more fully set forth in the Indenture.

        All Dollar amounts
used in or resulting from calculations referred to in this Note shall be rounded
to the nearest cent (with one half cent being rounded upwards).

        This Note shall be
governed by, and construed in accordance with, the internal laws of the State of
Delaware.




 

	
       

      
      ASSIGNMENT FORM

      To assign this Note, fill in the form below:

      I or we assign and transfer this Note to:

      (Insert assignee's social security or tax I.D. no.)

      _________________________________________________________________________________

      _________________________________________________________________________________

      (Print or type assignee's name, address and zip code)

      _________________________________________________________________________________

      _________________________________________________________________________________

      _________________________________________________________________________________

      and irrevocably appoint
      ___________________________________________________________agent

      to transfer this Note on the books of the Company. The agent may
      substitute another to act for him.

      Date _________________________ Your signature
      ________________________________________

      
         _________________________________________________________________________________

      
        (Sign exactly as your name appears on the other side of
        this Note. The signature to this assignment must be guaranteed pursuant
        to Rule 17Ad-15 under the Securities Exchange Act of 1934 by a
        commercial bank or trust company having its principal office or a
        correspondent in The City of New York or by a member of The New York
        Stock Exchange.)