Exhibit 10.(ii)(11)








SUPPLEMENTAL RETIREMENT INCOME PLAN
As Amended Effective as of March 25, 1997












This Supplemental Retirement Income Plan is established for
the benefit of participants in Sears Pension Plan who retire
or die after December 31, 1977.  The Company shall pay, from
time to time out of its general funds, to such participants
(or, in the case of the death of such participant, to any
person or persons to whom benefits are payable) a monthly
retirement amount equal to the amount, if any, by which the
benefit payable under Sears Pension Plan, was reduced in
order to comply with the limits imposed by the Internal
Revenue Code on the annual amount of retirement income,
including limits on the maximum amount of annual
compensation which may be taken into account.  Compensation
for the purposes of the Supplemental Retirement Income Plan
shall include any compensation deferred under the Sears,
Roebuck and Co. Deferred Compensation Plan which is not
included and compensation under the Sears Pension Plan.
Notwithstanding the foregoing, no individual who is eligible
to receive a Special ERIP Payment pursuant to resolutions
adopted by the Board of Directors on August 11, 1993 shall
be a participant in, or entitled to benefits under, this
Supplemental Retirement Income Plan.

Except as expressly provided herein, the monthly retirement
amount, if any, payable from time to time to any person
under the Supplemental Retirement Income Plan shall be paid
commencing as of the same date, for the same period, based
upon the same assumptions and subject to the same terms and
conditions as the monthly retirement income paid to such
person under Sears Pension Plan, including Supplemental A
thereto.

If a participant elects to receive the retirement benefit
payable under the Sears Pension Plan in the form of a lump
sum, rather than in the form of monthly payments, such
participant, with the approval of the Sears Pension Plan
Administrator, may elect to have the monthly retirement
income amount, if any, payable under the Supplemental
Retirement Income Plan paid to him (as of the date the lump
sum payment under the Sears Pension Plan is calculated) in
an actuarially adjusted amount pursuant to one of the
optional forms set forth in Section 7.2 of the Sears Pension
Plan.

If a participant under the Supplemental Retirement Income
Plan terminates employment prior to attaining eligibility
for a lump sum distribution under the Sears Pension Plan,
the monthly retirement amount payable under the Supplemental
Retirement Income Plan may be paid at the request of the
participant, in the sole discretion of Sears Pension Plan
Administrator, to the person or persons entitled thereto in
a lump sum, and payable as of the first day of the month
following termination of employment from the Company.  If a
participant is not eligible for a lump sum distribution
under the Sears Pension Plan upon termination of employment,
and does not request a lump sum distribution from the
Supplemental Retirement Income Plan upon termination of
employment, such participant will not be eligible for a lump
sum distribution from the Supplemental Retirement Income
Plan at a later date.

In calculating the lump sum which is the actuarial
equivalent of the monthly retirement amount, the mortality
table used for lump sum calculations under the Sears Pension
Plan shall be used, and the interest rate employed shall be
the lump sum interest rate under the Sears Pension Plan
multiplied by sixty percent (60%).

In the event a participant dies while employed by the
Company after he has attained age 55 and has completed ten
or more years of continuous service, then the monthly
retirement amount which would become payable pursuant to the
terms of the Supplemental Retirement Income Plan shall be
payable to the person or persons designated by him pursuant
to such election as he shall have made from among the
options provided for in Subsection 7.2 of Sears Pension
Plan.  Such monthly retirement amount shall commence with
the first day of the month following the month in which the
participant's death occurs.  A participant may elect for
this purpose under the Supplemental Retirement Income Plan
an option other than the one he has elected for the purposes
of the Sears Pension Plan.  In the event a deceased
participant had not elected an option under the Supplemental
Retirement Income Plan, the monthly retirement amount shall
be paid pursuant to any option elected under Sears Pension
Plan, or if no such option has been elected, then in the
manner provided pursuant to Subsection 6.2 of Sears Pension
Plan.  Notwithstanding the foregoing, in the event that a
participant under the Supplemental Retirement Income Plan or
a participant under the Sears Executive Retirement Plan
Arrangements dies prior to the commencement of benefits from
the Sears Pension Plan under circumstances where a lump sum
death benefit would be payable to his spouse or to a
designated beneficiary other than the spouse from this plan,
such participant may elect to have such lump sum payment
paid instead to a trust.  Any such election must be in
writing in a form approved by the Pension Plan Administrator
and must contain the written consent of the person to whom
he is married at the time of his death and must also apply
to any death benefit payable under the Sears Executive
Retirement Plan Arrangements.  A valid election under the
preceding two sentences shall have the effect of changing
the recipient of the lump sum payment that would otherwise
have been payable to a participant's spouse or designated
beneficiary  on account of his death from this plan, but not
the method of calculating the amount of such payment.  The
Pension Plan Administrator may require additional
documentation, such as a copy of the current trust
instrument, without which any election of a trust as
beneficiary shall be invalid.  A participant may revoke any
such election and may make a new election prior to his
death.

The liability for any other supplemental pension benefits
which have been granted on an individual basis to certain
key executives, and described in individual agreements
previously incorporated by reference into this Supplemental
Retirement Income Plan, is hereby transferred to the Sears
Executive Retirement Plan Arrangements.