Exhibit 99.(iii)

                 THE SEARS 401(k) PROFIT SHARING
                         TRUST AGREEMENT
    (As amended and restated effective as of January 1, 1998)


       This agreement (the "Trust Agreement") is made as of January 1, 1998,
by and between Sears, Roebuck and Co, a corporation organized and existing
under the laws of New York with its principal place of business at Hoffman
Estates, Illinois and State Street Bank and Trust Company, a Massachusetts
trust company with its principal place of business at Boston, Massachusetts.

                           WITNESSETH:

       WHEREAS, the Company maintains a tax-qualified plan known as the
Sears 401(k) Profit Sharing Plan (formerly known as The Savings and Profit
Sharing Fund of Sears Employees) for the exclusive benefit of certain of its
employees and the employees of certain of its affiliates and subsidiaries;

       WHEREAS, the Plan is intended to meet the requirements of sections
401(a) of the Code and the Trust evidenced by this Trust Agreement implements
and forms a part of the Plan;

       WHEREAS, the Company previously established two trusts to serve as
the funding vehicles for the Plan;

       WHEREAS, the Company has appointed State Street Bank and Trust
Company as successor trustee to The Northern Trust Company of New York and
United States Trust Company effective January 1, 1998; and

       WHEREAS, the Company and the Trustee desire to amend and restate the
said trusts in their entirety in the form of this Trust Agreement.

       NOW, THEREFORE, the Company and the Trustee do hereby amend and
restate the said trusts upon the terms and conditions hereinafter set forth:

1.     DEFINITIONS.

       When used herein, the following terms shall have the following
meanings.  Unless otherwise specified, other terms used herein shall have the
same definitions as provided in the Plan.

       "Administrator" or "Plan Administrator" means the Company and such
other person, persons or committee to whom responsibility for the
administration of the Plan has been delegated by the Company in accordance
with the terms of the Plan.

       "Allstate" means The Allstate Corporation.

       "Allstate Group" means Allstate and its subsidiaries.

       "Business Day" means a day when the New York Stock Exchange is open
for business.

       "Code" means the Internal Revenue Code of 1986, as amended.

       "Committee" or "Investment Committee" means the committee responsible
for the investment of the Trust Fund in accordance with the terms of the Plan
and this Trust Agreement, the members of which are appointed by the Company.

       "Company" means Sears, Roebuck and Co., a New York corporation, and
any successor thereto that adopts this Trust Agreement as provided in
subsection 10.6 hereof.

       "Common Stock" means common stock of the Company.

       "Controlled Group Member" means a corporation, trade, or business if
it and the Company are (a) members of a controlled group of corporations as
defined in Section 414(b) of the Code, (b) under common control as defined in
Section 414(c) of the Code, or (c) members of an affiliated service group as
defined in Section 414(m) of the Code.

       "DWDC" means Morgan Stanley, Dean Witter, Discover & Co. (formerly
Dean Witter, Discover and Co.).

       "Employer" or "Employers" means the Company and each Controlled Group
Member that adopts the Plan and this Trust Agreement for the benefit of its
employees in accordance with the provisions of the Plan.

       "ERISA" means the Employee Retirement Income Security Act of 1974,
as amended.

       "ESOF" means a tax credit employee stock ownership plan.

       "ESOP" means an employee stock ownership plan.

       "Investment Manager" means an investment manager as defined in
Section 3(38) of ERISA who is appointed pursuant to the provisions of this
Trust Agreement to manage part or all of the Trust Fund.

       "Plan" means the Sears 401(k) Profit Sharing Plan (formerly known as
The Savings and Profit Sharing Fund of Sears Employees) or such other name as
may be adopted by the Company in the future.

       "Plan Year" means the fiscal year of the Plan, commencing January 1
of each year and ending December 31 of the same year.

       "Recordkeeper" means State Street Bank and Trust Company, which,
pursuant to an Administrative Services Agreement, the Company has appointed
to provide recordkeeping and other administrative services other than those
the Plan Administrator continues to perform for the Plan, and any other
person or entity engaged by the Company or State Street Bank and Trust
Company to provide such services.

       "Rollover Contribution" means a contribution to the Plan of an
eligible rollover distribution, as described in Section 402(c)(4) of the Code
or any other rollover contribution permitted under the terms of the Plan.

       "Securities or Other Property" means any property, real or personal,
or part interest therein, wherever situated, including, without limitation,
governmental, corporate or personal obligations, trust and participation
certificates, partnership interests, annuity or investment contracts issued
by an insurance company, leaseholds, fee titles, mortgages and other
interests in realty, preferred and common stocks, certificates of deposit,
financial options and futures or any other form of option, evidences of
indebtedness or ownership in foreign corporations or other enterprises or
indebtedness of foreign governments, and any other evidences of indebtedness
or ownership, including securities or other property of the Company, even
though the same may not be legal investment for trustees under any law other
than ERISA.

       "Separate Investment Account" means the portion of the Trust Fund
invested at the direction of an Investment Manager, as described in Section
5.1 hereof.

       "SIMCO" means Sears Investment Management Company, a wholly owned
subsidiary of the Company, which is a registered investment advisor under the
Investment Advisors Act of 1940.

       "SSgA" means State Street Global Advisors, the asset management
division of State Street Bank and Trust Company.

       "Trust" means the trust established and maintained for the purposes
of the Plan, which is administered by the Trustee in accordance with the
provisions of this Trust Agreement.

       "Trust Agreement" means this agreement between the Company and the
Trustee, as amended from time to time.

       "Trust Fund" means, as of any date, all assets of the Plan held by
the Trustee under this Trust Agreement as of such date.

       "Trustee" means State Street Bank and Trust Company, and any
successor bank or trust company which shall accept the appointment to execute
the duties of the Trustee as set forth herein.

       "Valuation Date" means each Business Day of each Plan Year.

2.     HISTORY AND BACKGROUND.

       2.1  In General.  This Trust Agreement constitutes an amendment,
restatement and continuation, effective as of January 1, 1998, of the
previous trust agreements entered into by and between the Company and The
Northern Trust Company of New York and United States Trust Company under the
Plan.  The Plan consists of both a profit sharing plan intended to qualify
under Sections 401(a) and 401(k) of the Code and an employee stock ownership
plan intended to qualify as a stock bonus plan under Section 401(a) of the
Code and as an employee stock ownership plan under Section 4975(e)(7) of the
Code.  The parties intend the Trust to be a long-term investor in Common
Stock, and that, regardless of the short-term effects of a continuing
investment in the Common Stock, the Trustee shall not dispose of any such
Shares except to the extent required for the day-to-day administration of the
Plan and except as provided in accordance with Section 7 of this Trust
Agreement or as otherwise required by ERISA.

       Prior to December 20, 1989, the Plan consisted solely of a profit
sharing plan.  Effective as of that date, the Plan was amended to add a
leveraged employee stock ownership feature in order to permit employees to
participate more fully in shareholder decisions and the enhancement of
shareholder value and to thereby assure an employee work force motivated by
the long-term interests of the Company.  Common Stock acquired with the
proceeds of the employee stock ownership loan are held under this Trust
Agreement both prior to and after such Shares are released for allocation to
the accounts of Plan participants.

       2.2  Split Up of Plan.  Prior to June 30, 1995, the Plan included
assets attributable to a profit sharing and stock bonus plan feature, a
leveraged ESOP feature and an ESOF feature.  As of June 30, 1995, the Plan
was split into two separate plans: (1) a profit sharing and stock bonus plan
and leveraged ESOP providing benefits to eligible employees of the Company
and its affiliates (exclusive of the Allstate Group), which continued to hold
the assets attributable to the profit sharing and stock bonus plan, ESOF and
ESOP features of the Plan which were allocable to employees and former
employees of the Company and its affiliates other than the Allstate Group and
certain of the assets held in the ESOP suspense account, and which continued
to be known as the Plan; and (2) a profit sharing and stock bonus plan and
leveraged ESOP providing benefits to eligible employees of the Allstate
Group, to which were transferred the assets attributable to the profit
sharing and stock bonus plan, ESOF and ESOP features of the Plan which were
allocable to employees and former employees of the Allstate Group, and which
is known as The Savings and Profit Sharing Fund of Allstate Employees.


3      THE PLAN AND TRUST FUND.

       3.1  The Trust.  The Company intends that the Trust maintained
pursuant to this Agreement shall form a part of the Plan and shall qualify
under Section 401(a) of the Code for tax-exempt status under Section 501(a)
of the Code; until advised to the contrary, the Trustee may assume the Trust
is so qualified.

       3.2  The Plan.  The Company shall be responsible for verifying that
while any assets of the Plan are held in the Trust Fund, the Plan is
"qualified" with the meaning of Section 401(a) of the Code and is intended to
qualify under Section 404(c) of ERISA and the accompanying regulations.

       3.3  Plan Administration, Identification of Fiduciaries.  The Plan
is administered by the Plan Administrator or by any duly authorized delegate
thereof.  The Plan provides that all directions to the Trustee with respect
to the investment of the Trust Fund shall be made by the Investment
Committee.  Pursuant to an investment management agreement (amended and
restated effective as of January 1, 1987), the Committee has appointed SIMCO
as the investment manager for the Trust Fund.  Under this agreement, SIMCO
has the exclusive discretionary authority to manage the assets of the Trust
Fund subject to any investment limitations and restrictions imposed by the
Committee from time to time.  While such investment management agreement is
in effect, the Trustee may follow and rely on SIMCO's direction as though
SIMCO were the Committee with respect to the authority granted to it by the
Committee under such investment management agreement.

       As of the effective date of this Trust Agreement, the Company, the
Committee and, to the extent it has the responsibility to appoint, retain and
terminate investment managers and to direct investments, SIMCO, are "named
fiduciaries" of the Plan as described in Section 402 of ERISA. In addition,
to the extent permitted under ERISA, the term "named fiduciary" shall include
each person entitled to benefits under the Plan to the extent of his
authority to (i) exercise shareholder rights, including voting, tender and
exchange rights, in accordance with Section 7 with respect to Common Stock,
shares of DWDC and shares of Allstate allocated to his account under the Plan
and with respect to a proportionate share of the unallocated Common Stock and
the allocated Common Stock, shares of DWDC and shares of Allstate for which
other participants do not give timely voting instructions to the Trustee in
accordance with Section 7, (ii) elect either the continued holding of DWDC
shares or Allstate shares or the sale of such shares and reinvestment of
proceeds in Common Stock, as set forth in the Plan, or (iii) direct the
investment of his accounts under the Plan.

       3.4  Plan Recordkeeping.  The Company is the Plan Administrator and,
as such, is the fiduciary responsible for executing participants' investment
elections under the Plan.  The Company has appointed the Recordkeeper to
perform certain recordkeeping and related services for the Plan, including,
but not limited to, maintaining participant accounts for all contributions,
rollovers, and other deposits; determining requirements for disbursements
from or transfers among Investment Funds in accordance with the terms of the
Plan; maintaining participant records for the purpose of voting or tendering
shares as described in Section 7 herein; distributing information about the
Investment Funds provided for under the Plan; and distributing participant
statements at periodic intervals.

       3.5  Plan Documents and Use of Plan Definitions.  All terms defined
in the Plan shall have the same meaning whenever used in this Trust unless
the context clearly indicates otherwise or the term has been specifically
defined otherwise in this Trust.  The Company shall deliver to the Trustee a
certified or executed copy of the Plan and of any amendments thereto for
convenience of reference, but the rights, powers and duties of the Trustee
shall be governed solely by the terms of this Trust Agreement.

4.     MANAGEMENT AND INVESTMENT OF THE TRUST FUND.

       4.1  Receipt of Assets.  The Trustee shall receive and accept for the
purposes hereof all sums of money and other property paid to it by or at the
direction of the Company, and shall hold, invest, reinvest, manage,
administer and distribute such monies and other property and the increments,
proceeds, earnings and income thereof pursuant to the terms of this Trust
Agreement and for the exclusive benefit of participants in the Plan and their
beneficiaries.  Notwithstanding the foregoing, (1) participants'
contributions shall be paid in cash, (2) Employers' contributions shall be
paid in cash or Common Stock, except that the Trustee may agree in writing to
accept other specific non-cash Employers' contributions, and (3) if any
Rollover Contribution includes property other than cash or Common Stock, the
Trustee may in its sole discretion refuse to accept such Rollover
Contribution, or may condition its acceptance of such Rollover Contribution
upon such terms and conditions as the Trustee may deem reasonable.  The
Trustee shall also receive and hold as part of the Trust Fund shares of DWDC
in the DWDC Shares Account of the Trust and shares of Allstate in the
Allstate Shares Account of the Trust.  The Trustee need not inquire into the
source of any money or property transferred to it nor into the authority or
right of the transferor of such money or property to transfer such money or
property to the Trustee.  The Trustee shall not be required to determine that
any contributions or deposits are in compliance with the Plan and shall be
accountable only for the funds and other property actually received by it. 
At the direction of the Committee, the Trustee shall accept and hold as part
of the Trust Fund the assets held by any trustee acting under any other trust
which forms a part of a plan intended to meet the requirements of Section
401(a) of the Code, and shall transfer all or any part of the Trust
attributable to the Plan to any trustee acting under any other trust forming
a part of the Plan.

       4.2  Employer Accounts.  Except as specifically provided in Section
4.3, the Trustee shall not be required to maintain any separate account or
accounts for any group of employees under the Plan, nor does the Trustee need
to make any separate investment of the Trust Fund for the account of any
Employer and its employees.  If, for any purpose, it becomes necessary as of
any date to determine the part of the Trust Fund allocable to any group of
employees employed or formerly employed by any Employer, such part shall be
determined by the Committee, taking into consideration the relative aggregate
benefits paid from the Trust Fund to or on behalf of such group of employees,
and such other factors as the Committee deems appropriate.  Any such
determination by the Committee shall be binding upon all of the Employers,
employees and former employees of the Employers and all other persons.  In
the event any Employer elects to terminate or fund separately all or any
portion of the benefits provided under the Plan for any group of employees
employed or formerly employed by it, the Trustee shall segregate and dispose
of the appropriate part of the Trust Fund as directed by the Committee in
writing or shall hold such part in a separate trust governed by the same
provisions as this Trust Agreement.

       4.3  Investment Funds.  The Committee, from time to time, may direct
the Trustee to establish one or more Investment Funds under which all or any
portion of the Trust Fund assets shall be invested.  Except as otherwise
provided below, all interest, dividends and other income received with
respect to, and any proceeds received from the sale or other disposition of,
securities or other property held in an Investment Fund shall be credited to
and reinvested in such Investment Fund.  The Trustee shall be under no duty
to review the investment guidelines, objectives and restrictions established
for any Investment Fund.  Subject to the terms of the Plan, the Committee may
direct the Trustee to eliminate an Investment Fund or Funds, and the Trustee
shall thereupon dispose of or transfer the assets of such Investment Fund and
reinvest such assets or the proceeds thereof in accordance with the
Committee's directions.  The Committee or the Recordkeeper shall direct the
Trustee regarding contributions to, transfer to, from or among, and
distributions from the Investment Funds, provided, however, the assets of the
ESOP portion of the Plan shall be invested primarily in Common Stock.

       4.4  Participant-Directed Brokerage Accounts.  The Trustee shall, if
so directed by the Committee, segregate all or a portion of the Trust Fund
held by it into one or more separate investment accounts to be known as
"Participant Directed Brokerage Accounts."  Each participant shall be
entitled to give orders directly to the broker for the purchase and sale of
securities.  The broker shall provide confirmation of each order to the
Recordkeeper which shall maintain all participant level accounts and records
so as to satisfy the reporting requirements of the Plan.  The Recordkeeper
shall provide to the Trustee all information reasonably required by the
Trustee to fulfill its accounting and reporting obligations with respect to
assets held in the Participant Directed Brokerage Accounts.

       4.5  General Powers.  Subject to the provisions of Sections 4.3, 4.4
and 5, the Trustee shall have the following powers, rights and duties in
addition to those provided elsewhere in this Trust Agreement or, except to
the extent inconsistent herewith, by law, which shall be exercised on
direction of (i) an Investment Manager (including SSgA) or (ii) the
Committee:

       (a)  To invest the Trust Fund in bonds, notes, debentures,
certificates or other governmental, corporate, partnership, trust or personal
obligations or evidences of indebtedness, mortgages, equipment trust
certificates, certificates of deposit, money market securities, investment
trust certificates, forward contracts, options, index options, warrants,
rights, shares in mutual funds, commodities, derivative securities or
instruments, futures contracts, preferred or common stocks (including
"qualifying employer securities" as that term is defined in Section 407 of
ERISA to the extent permitted by ERISA), insurance and annuity contracts,
investment contracts or other investment arrangements with insurance
companies, banks or other financial institutions, common, group or collective
trust funds, partnerships, shares of limited liability companies or in such
other Securities or Other Property, real or personal (including "qualifying
employer real property" as that term is defined in Section 407 of ERISA to
the extent permitted by ERISA) or any interest therein.

       (b)  To purchase, retain, manage, sell, contract to purchase or sell,
grant options to purchase or sell, convert, redeem, convey, exchange,
transfer, abandon, improve, repair, insure, lease for any term event though
commencing in the future or extending beyond the term of the Trust, and
otherwise deal with all property, real or personal on such terms and
conditions as appropriate, and no person dealing with the Trustee shall be
required to see to the application of any money or property delivered to the
Trustee or to inquire into the validity or propriety of any transaction with
the Trustee; and to acquire, hold or dispose of property, real or personal,
in any form or manner including, without limitation, directly or indirectly
through general or limited partnerships, corporations, trusts, participating
or convertible mortgages or any other form.

       (c)  Subject to the provisions of Section 7, to exercise, with
respect to the Trust Fund, all of the rights of an individual owner,
including but not limited to the power to give proxies, to participate or
oppose participation in voting trusts, mergers, consolidations, foreclosures,
reorganizations or liquidations, to tender securities pursuant to tender
offers, to exercise, buy or sell any stock subscription or conversion rights
or privileges available in connection with any securities or other property
and to deposit any property with any protective, reorganization or similar
committee or with depositories designated thereby, to delegate power thereto,
and to pay or agree to pay part of the expenses and compensation of any such
committee and any assessments levied with respect to property so deposited.

       (d)  To hold any securities or other property in the name of the
Trustee or its nominee, or in the name of its agents or its agent's nominee,
or in such form as appropriate, with or without disclosing the trust
relationship and to hold any securities in bearer form.

       (e)  To engage in the lending of securities to banks, broker-dealers
and other borrowers pursuant to regulations of the Department of Labor and
any other applicable regulatory authority and in accordance with a written
agreement entered into with the Company containing any guidelines and
directions provided by the Company, and to receive and invest collateral
provided by the borrower.

       (f)  To deposit securities with a clearing corporation as defined in
Article 8 of the Massachusetts Uniform Commercial Code and to deposit or
pledge securities or other property with any broker-dealer or other person
(including the Trustee).  The certificates representing securities, including
those in bearer form, may be held in bulk form with, and may be merged into,
certificates of the same class of the same issuer which constitute assets of
other accounts or owners, without certification as to the ownership attached. 
Utilization of a book-entry system may be made for the transfer or pledge of
securities held by the Trustee or by a clearing corporation.  The Trustee
shall at all times, however, maintain a separate and distinct record of the
securities owned by the Trust Fund.

       (g)  To purchase, sell, hold and generally deal in any manner in and
with interest rate, stock index, commodity, currency or other futures
contracts and to close any open futures contracts positions prior to or in
the contract's delivery month.

       (h)  To grant, purchase, sell, exercise, permit to exercise, permit
to be held in escrow and otherwise to acquire, dispose of, hold and generally
deal in any manner with or in all forms of options, including index options
and over-the-counter options, in any combination.

       (i)  To enter into and engage in any form of swap transaction.

       (j)  To purchase, sell and otherwise acquire, dispose of, hold and
generally deal in any manner with or in domestic or international currency or
currency contracts, including transactions entered into with the Trustee, its
agents or sub-custodians.

       (k)  To invest all or any portion of the assets of the Trust Fund in
any collective, combined, common or group investment trust or fund, including
any such trust or fund maintained by the Trustee, which then provides for the
pooling of the assets of plans described in Section 401(a) and exempt from
tax under Section 501(a) of the Code, or any comparable provisions of any
future legislation that amends, supersedes or supplements those sections,
provided that each such collective investment trust or fund is exempt from
tax under the Code or regulations or rulings issued by the Internal Revenue
Service; and provided further that the provisions of the documents governing
any such collective investment trust or fund, as amended from time to time,
shall govern any investment therein and are hereby incorporated by reference
and made a part of this Trust.  The Trustee hereby acknowledges that it is a
fiduciary with respect to any such pooled trust or fund maintained by it.

       (l)  At the direction of the Committee (which may be either standing
directions in the form of a written agreement with the Trustee or a separate
letter of direction), to retain or invest any reasonable portion of the Trust
Fund (including cash balances held from time to time as part of a Separate
Investment Account as described in Sections 5.1 and 5.2) in cash or cash
equivalents (pending other investment, reinvestment or payment of expenses or
benefits), including, but not limited to, savings accounts, certificates of
deposit, repurchase agreements (including savings accounts, certificates of
deposit and repurchase agreements with the Trustee in its banking capacity or
its affiliates so long as such investments bear a reasonable rate of
interest), United States Treasury bills, commercial paper and similar types
of securities and any collective trust or mutual fund maintained by the
Trustee for the management of cash or cash equivalents; and to sell any such
cash equivalent instruments.

       (m)  At the direction of the Committee or of an Investment Manager
and, otherwise to the extent permitted by Section 6.1, to purchase Common
Stock in the open market or by private purchase from any source, including a
private purchase from the Company of treasury stock or newly-issued shares,
provided that any such purchase which is from a party-in-interest (as defined
in Section 3(14) of ERISA) or a disqualified person (as defined in Section
4975 of the Code) shall be without payment of any commissions and for an
amount which is no greater than adequate consideration for such Common Stock
(as defined in Section 3(18) of ERISA).

       (n)  To borrow money to cover any overdraft; to borrow or lend money
or otherwise extend credit from time to time, with or without security, from
or to any legally permissible source; to mortgage, encumber or pledge any
part of the Trust Fund to secure repayment of any indebtedness resulting from
such borrowing; to provide guarantees with respect to the extension of credit
or other benefits by any entity; to assume liens on property acquired by the
Trust and to acquire property subject to liens.

       (o)  At the direction of the Committee, to organize or acquire shares
of stock issued by one or more corporations each of which shall be intended
to be exempt from tax under Section 501(c)(2) of the Code.

       (p)  To form corporations and limited liability companies and to
create partnerships or trusts to acquire, dispose or hold title to any
securities or other property of the Trust.

       (q)  To settle, compromise, contest, submit to arbitration or abandon
any claims, debts, damages or demands by or against the Trust Fund; to
commence, maintain or defend suits or legal proceedings; provided that the
Trustee shall not settle, compromise or abandon any such matter relating to
the administration of the Plan or Trust without the Company's written
consent.

       (r)  To retain any funds or property subject to any dispute without
liability for payment of interest to any third party, and to withhold payment
or delivery thereof until final adjudication of the dispute by a court of
competent jurisdiction.

       (s)  To employ agents, experts, custodians (including but not limited
to affiliates of the Trustee), sub-custodians and counsel (which may be
counsel to the Company) and to delegate discretionary powers to, and
reasonably rely upon information and advice furnished by, such agents,
experts, custodians, sub-custodians and counsel;

       (t)  To appoint trustees, sub-trustees, custodians or sub-custodians
to hold title to property of the Trust in those jurisdictions in which the
Trustee is not authorized to do business or as may otherwise be reasonable
and necessary to carry out the purposes of the Trust, and, subject to the
provisions of this Trust, to define the scope of the responsibilities of each
such trustee, sub-trustee, custodian and sub-custodian.

       (u)  To grant powers of attorney to such individuals or organizations
as may be necessary or appropriate.

       (v)  If loans are permitted by the Plan, to lend to a Plan
participant from such participant's account such amounts and upon such terms
and conditions as the Committee or the Recordkeeper may direct and to hold
any promissory note given in connection with any such loan.

       (w)  To take all actions necessary to issue ESOP Loans (as defined
in Section 6.2), whether in the form of notes or other obligations, and, if
required under applicable Federal and state securities laws to register such
ESOP Loans under those laws, and to take such other actions, enter into such
agreements, and deliver such documents, instruments or certificates, in each
case as may be necessary or appropriate to issue and sell such ESOP Loans,
including but not limited to entering into agency agreements, trust
indentures, paying agent agreements and transfer agent agreements, all as
directed by the Committee; provided that the expenses of any such
registration shall be expenses of the Trust.

       (x)  To perform any and all other acts in its judgment necessary to
appropriate for the proper and advantageous management, investment and
distribution of the Trust Fund or to carry out any of the foregoing powers
and purposes of the Trust.

The Trustee shall transmit promptly to the Committee or an Investment
Manager, as the case may be, all notices of conversion, redemption, tender,
exchange, subscription, class action, claim in insolvency proceedings or
other rights or powers relating to any of the Securities or Other Property in
a Separate Investment Account managed by the Committee or such Investment
Manager, which notices are received by the Trustee from its agents or
custodians, from issuers of the Securities or Other Property in question and
from the party (or its agents) extending such rights.  The Trustee shall have
no obligation to determine the existence of any conversion, redemption,
tender, exchange, subscription, class action, claim in insolvency proceedings
or other right or power relating to any of the Securities or Other Property
in the Trust Fund of which notice was given prior to the purchase of such
Securities or Other Property by the Trust Fund, or notice was not given
within an applicable notice period with respect to such Securities or Other
Property and shall have no obligation to exercise any such right or power
unless the Trustee is informed of the existence of the right or power.

The Trustee shall not be liable for any untimely exercise or assertion of
such rights or powers described in the paragraph immediately above in
connection with Securities or Other Property of the Trust Fund at any time
held in a Separate Investment Account managed by the Committee or an
Investment Manager unless (i) the Trustee or its agents or custodians are in
actual possession of such Securities or Other Property and (ii) the Trustee
receives the directions to exercise any such rights or powers from the
Committee or the Investment Manager, as the case may be, and both (i) and
(ii) occur at least three business days prior to the date on which such
rights or powers are to be exercised; provided, however, that the Trustee
shall not be relieved from liability under this paragraph for the untimely
assertion of such rights or powers due to failure to timely receive direction
with respect to any Securities or Other Property held in a Separate
Investment Account for which the Trustee (including SSgA) has been named the
Investment Manager.

       4.6  Administrative Powers.  Notwithstanding the appointment of an
Investment Manager, the Trustee shall have the following powers and authority
to be exercised in its sole discretion, with respect to the Trust Fund:

       (a)  To employ suitable agents, experts, custodians, sub-custodians
and counsel.

       (b)  To appoint ancillary trustees, sub-trustees, custodians or sub-
custodians to hold any portion of the assets of the Trust.

       (c)  To register any securities held by the Trustee hereunder in its
own name or in the name of a nominee or in the name of its agents or its
agent's nominee with or without the addition of words indicating that such
securities are held in a fiduciary capacity and to hold any securities in
bearer form and to deposit any securities or other property in a depository
or clearing corporation.

       (d)  To make, execute and deliver, as Trustee, any and all deeds,
leases, mortgages, conveyances, waivers, releases or other instruments in
writing necessary or desirable for the accomplishment of any of the foregoing
powers.

       (e)  To participate in and use the federal book-entry account system,
a service provided by the Federal Reserve Bank for its member banks for
deposit of Treasury securities.

       (f)  To pay minimum amounts to itself and others for expenses
associated with handling transactions.

       (g)  To determine the value of the assets of the Trust on each
Business Day.  Such value shall be determined by the Trustee on the basis of
the following valuation rules:

              (i)     Securities or Other Property shall be valued at
their market values based on information and financial publications of
general circulation, statistical and valuation services, records of security
exchanges, appraisals by qualified persons, transactions and bona fide offers
in assets of the type in question and other information customarily used in
the valuation of assets ("Pricing Sources"), or if market values are not
available, at their fair values as provided to the Trustee by the party with
authority to trade such securities (Investment Manager or the Committee, as
applicable).  The Trustee may rely on the prices provided by the Pricing
Sources or the Investment Manager or the Committee as a certification as to
value in performing any valuations or calculations required of the Trustee
under this Trust Agreement.
 
              (ii)    An investment purchased and awaiting payment against
delivery shall be included for valuation purposes as a security held. 
Investments sold but not delivered pending receipt of proceeds shall be
valued at the net sales price.

              (iii)   For purposes of valuation with respect to (i) and
(ii) above, all securities and cash or cash equivalents will be quoted in the
local currency and then converted into U.S. dollars using the appropriate
exchange rate obtained by the Trustee.

       The Trustee shall have no liability for any incorrect data provided
to it by a Pricing Source or Investment Manager or the Committee except as
may arise from the Trustee's lack of reasonable care in selecting such
Pricing Source or performing either any agreed- upon tolerance checks or its
customary tolerance checks as to the data furnished.

       The Trustee, upon the Committee's request, may calculate the "Net
Asset Value" of the Trust assets in accordance with the following rules:

       (i)    The "Net Asset Value" of the assets of the Trust shall equal
the value of the assets of the Trust less the accrued liabilities incurred by
the assets of the Trust.  The items carried as accrued liabilities shall be
identified in a written operating agreement between the parties hereto.

       (ii)   For an investment purchased and awaiting payment against
delivery the account payable shall be adjusted to reflect the purchase price,
including brokers' commissions and other expenses incurred in the purchase
thereof, but not disbursed as of the valuation date.

       Notwithstanding anything to the contrary in this Trust Agreement, the
Trustee, at the direction of the Committee, or upon consultation with and
approval of the Committee, may suspend the valuation of the Account for the
whole or any part of any period when (a) any market or exchange on which a
significant portion of the investments of the Trust are quoted is closed
(other than for ordinary holidays) or during which dealings therein are
restricted or suspended; or (b) there has been a breakdown in the means of
communication, or in any software and/or hardware systems, normally employed
in determining the price or value of any of the investments of the Trust, or
of current prices on any market or exchange on which a significant portion of
the investments of the Account are quoted, or when for any reason the prices
or values of any investments owned by the Trust cannot reasonably be promptly
and accurately ascertained.  The Trustee shall use reasonable efforts to
rectify any problems affecting its ability to value assets and shall begin
valuations as soon as practicable after such problems are resolved.

       (h)  Generally to do all ministerial acts, whether or not expressly
authorized, which the Trustee may deem necessary or desirable in carrying out
its duties under this Trust Agreement.

       4.7  Trustee Records and Accounts.  The Trustee shall maintain
accurate and detailed records and accounts of all investments, receipts,
disbursements and other transactions hereunder; and all accounts, books and
records relating hereto shall be open at all reasonable times to inspection
and audit by such person or persons as the Company may designate.  The
Trustee shall submit to the auditors for the Company or to anyone the Company
designates, such valuations, reports or other information as they may
reasonably require.  The Trustee and the Company acknowledge that cooperation
with such audits could exceed the scope of the usual Trustee services, in
which case the Trustee shall be entitled to reasonable compensation and
reimbursement of its reasonable expenses incurred in connection with such
audits.  The Trustee shall establish and maintain for operations and
accounting purposes such other accounts or records as the Company and the
Trustee may from time to time agree upon.  Within forty-five (45) days
following the close of each calendar year (or following the close of such
other period as may be agreed upon by the Trustee and the Company) and as
often as may reasonably be required by the Company and agreed by the Trustee,
the Trustee shall file with the Company a written account pursuant to
guidelines provided by the Company and agreed to by the Trustee setting forth
a description of all securities and other property purchased and sold, and
all receipts, disbursements and other transactions effected by it upon its
own authority or pursuant to the directions of any Investment Manger or the
Committee during such annual or shorter period, and showing the securities
and other properties held at the end of such period, and their current value. 
Such securities and other property shall be valued at their fair values as
determined in good faith and pursuant to procedures established by the
Trustee.  Fair values may be taken by the Trustee as of such times as the
Trustee determines to be appropriate, and from such financial publications,
pricing services, or other services or sources, including an Investment
Manager, as the Trustee reasonably believes appropriate.  Notwithstanding the
foregoing, the Trustee shall provide comprehensive financial reporting for
the Plan Year which is in compliance with Generally Accepted Accounting
Principles and ERISA reporting standards.  The Company may approve such
accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the
Trustee within twelve months from the date upon which the accounting was
delivered to the Company.  Upon the receipt of a written approval of the
accounting, or upon the passage of the period of time within which objection
may be filed without written objections having been delivered to the Trustee,
such accounting shall be deemed to be approved, and the Trustee shall be
released and discharged as to all items, matters and things set forth in such
account.

       4.8  Compensation and Expenses.  The Trustee is authorized to pay
from the Trust Fund such compensation and expenses as shall be agreed upon by
the Company and the Trustee in writing from time to time and all reasonable
and proper expenses and charges (including fees of persons employed by the
Trustee in accordance with Sections 4.5(s), 4.5(t), 4.6(a) and 4.6(b)
incurred in connection with the collection, administration, management,
investment, protection and distribution of the Trust Fund, as shall be agreed
upon in writing by the Company and the Trustee and to the extent such
expenses and charges are not paid directly by the Employers. Such
compensation and expenses shall be paid by the Company if the same cannot by
operation of law be paid from the Trust Fund.  In addition, the Trustee is
authorized to pay from the Trust Fund any tax or assessment levied against
the Trust Fund by any governmental authority.  The Trustee shall notify the
Company as soon as reasonably practicable (but in any event no later than
five (5) business days) after the Trustee receives notice of such tax or
assessment and shall provide the Company with such information as the Trustee
has received concerning such tax or assessment.  The Company may direct that
the Trustee refrain from paying the tax or assessment for a period of up to
120 days (or, if longer, such period as may be available until such tax or
assessment is due and payable under applicable law (the "Review Period")),
during which time the Trustee will provide all reasonable assistance to the
Company in determining the validity of such tax or assessment and will
cooperate in all reasonable efforts to have the tax or assessment waived or
mitigated if such tax or assessment is considered not to be owed by the
Trust.  At the end of such 120 days (or the Review Period), if the tax or
assessment remains outstanding, the Trustee may pay the tax or assessment
unless otherwise directed in writing by the Company, upon the advice of
counsel satisfactory to both the Company and the Trustee.  If the Trustee
engages in the lending of securities or the investment of cash or cash
equivalents pursuant to the terms of this Trust Agreement, the Trustee's
compensation shall include any additional compensation agreed to in writing
by the Company and the Trustee with respect to such activities.  In addition,
the Trustee is authorized to pay from the Trust Fund all reasonable
investment manager or investment advisor fees, legal fees, actuarial fees,
accounting fees, and other reasonable administrative expenses incurred by the
Employers, at the direction of the Committee, to the extent that they are not
paid directly by the Employers.  To the extent that the foregoing expenses
are paid directly by the Employers, the Trustee shall reimburse the Employers
from the Trust Fund to the extent directed by the Committee.  Any payment
made pursuant to this Section shall be charged against the Trust Fund
generally, unless such payment is not properly chargeable proportionately
among all of the Investment Funds in which case the Committee shall designate
in writing (which designation may be in the form of standing instructions)
the Investment Fund or Funds to which such payment shall be charged, and if
more than one Investment Fund is to be charged, the proportionate share of
such payment to be charged to each such Investment Fund.

       If the Trustee has advanced cash or securities for any proper purpose
under the Trust, such as the purchase or sale of foreign exchange to settle
trades, it shall be entitled to reimburse itself out of the Trust Fund for
such cash or securities advances.

       4.9  Payments from the Trust Fund.  The Trustee shall make payments
from the Trust Fund to such persons, in such manner, at such times and in
such amounts as the Committee or Recordkeeper shall direct.  If any check for
any payment directed to be made from the Trust Fund that has been mailed by
the Trustee, by regular United States mail, to the last address of the payee
furnished to the Trustee by the Committee or Recordkeeper is returned
unclaimed, the Trustee shall notify the Committee or Recordkeeper of that
fact and shall destroy such check and take such further action as the
Committee or Recordkeeper shall direct.

       4.10  Exercise of Trustee's Duties.  The Trustee shall discharge its
duties hereunder solely in the interest of the participants and other persons
entitled to benefits under the Plan; and

       (a)  for the exclusive purpose of:

              (i)     providing benefits to participants and other persons
entitled thereto under the Plan; and

              (ii)    defraying reasonable expenses of administering the
Plan and Trust;

       (b)  with the care, skill, prudence, and diligence under the
circumstances then prevailing that a prudent man acting in a like capacity
and familiar with such matters would use in the conduct of an enterprise of
like character and with like aims; and

       (c)  subject to Section 6.1 and investment guidelines provided by the
Committee, to diversify the investments of that portion of the Trust Fund for
which the Trustee has been appointed Investment Manager, so as to minimize
the risk of large losses, unless under the circumstances it is clearly
prudent not to do so.

5.     Investment Direction

       5.1  Investment Managers.

       (a)  Notwithstanding anything in this Trust to the contrary, the
Committee or any other named fiduciary shall have the right from time to time
to appoint or remove an individual, partnership or corporation (which may be
a subsidiary of the Company or of any Employer) as an Investment Manager,
each of whom shall have the power to manage and to direct the Trustee with
respect to the acquisition and disposal of assets constituting all or a
portion of the Trust Fund, to be known as a "Separate Investment Account" or
"Account."  Written notice of any such appointment and/or removal shall be
given to the Trustee and the Investment Manager so appointed or removed.  As
long as an Investment Manager is acting, such investment manager shall direct
the Trustee to invest and the Trustee shall invest the applicable Separate
Investment Account in any property in which the Trustee could invest under
this Trust.  Subject to the provisions of the investment management
agreement, the Investment Manager of any Separate Investment Account shall
have all of the investment powers and duties granted to or imposed on the
Trustee under the provisions of Section 4.5 (including the provisions of
Section 4.5(l)) .  Subject to the provisions of Section 7, the Investment
Manager shall have full authority and the responsibility to direct the
Trustee with respect to the acquisition, retention, management, and
disposition of all of the assets from time to time comprising the Separate
Investment Account being managed by such Investment Manager and the voting of
proxies thereon, and the Trustee shall have no duty or obligation to review
the assets from time to time comprising such Separate Investment Account, to
make recommendations with respect to the investment, reinvestment, or
retention thereof, nor with respect to the voting of proxies thereon, except
as would otherwise be required to meet the Trustee's obligations under the
Trust, ERISA or any other applicable law.  Generally, the Trustee shall
certify the value of any securities or other property held in the Separate
Investment Account managed by the Investment Manager; provided, however, that
if the securities or other property cannot be valued using the Trustee's
normal pricing sources, the Trustee may require the Investment Manager or the
Committee to provide a value.  The Trustee shall inform the Company if the
Trustee uses an Investment Manager's valuation for a particular security or
other property.

       (b)  Cash received or held by the Trustee from time to time for any
Separate Investment Account shall be fully invested in accordance with the
directions of the Investment Manager for such Account; provided, however,
that in the absence of any affirmative directions from such Investment
Manager (which may be standing directions), the Trustee shall take all
reasonable steps to itself act under Section 4.5(l) in accordance with
directions (which may be standing directions) from the Committee.

       (c)  Any direction given to the Trustee by an Investment Manager with
respect to a Separate Investment Account shall either (1) be made in writing
or via facsimile or other electronic communications as shall be agreed upon
by the Investment Manager and the Trustee or (2) if oral, shall be confirmed
in writing or via facsimile or other electronic communications as shall be
agreed upon by the Investment Manager and the Trustee within a reasonable
period.  The Trustee may issue to an Investment Manager security codes or
passwords in order that the Trustee may verify that certain transmissions of
information, including directions or instructions have been originated by the
Investment Manager.  To the extent that directions or instructions using such
security codes or passwords constitute proper directions, Trustee liability
associated with such directions shall be governed by Section 5.3 of this
Trust Agreement.  Except as otherwise provided in this Trust Agreement, the
Investment Manager of a Separate Investment Account shall have the power and
authority, to be exercised in its sole discretion at any time and from time
to time, to issue order for the purchase or sale of securities directly to a
broker. Written notification of the issuance of each such order shall be
given promptly to the Trustee by the Investment Manager and the confirmation
of each such order shall be confirmed to the Trustee by the broker.  Unless
otherwise directed by the Investment Manager, such notification shall be
authority for the Trustee to pay for securities purchased or to deliver
securities sold as the case may be.  Upon the direction of the Investment
Manager, the Trustee will execute and deliver appropriate trading
authorizations, but no such authorization shall be deemed to increase the
liability or responsibility of the Trustee under this Trust Agreement.

       (d)  The Trustee may assume that any Separate Investment Account
previously established and the appointment of any Investment Manager for such
Separate Investment Account continues in force until receipt of written
notice to the contrary from the Company or the Committee.  In addition, the
Trustee shall have no responsibility to invest or manage any asset held in a
Separate Investment Account unless the Trustee itself has been appointed
Investment Manager for such Account pursuant to a separate written agreement,
in which case it shall have the powers and duties of an Investment Manager
with regard to such Account, in addition to its powers and duties as Trustee.

       5.2  Committee Direction.  The Committee may, by writing filed with
the Trustee, assume investment responsibility over any portion of the Trust
Fund designated by it as a Separate Investment Account.  In addition, during
any time when there is no Investment Manager (including the Trustee if
appointed as an Investment Manager) appointed with respect to all or part of
an Investment Fund (including a Separate Investment Account), the Committee
shall direct the investment and reinvestment of such Account.  With respect
to assets of Separate Investment Accounts over which the Committee has
assumed investment responsibility, the Committee shall direct the Trustee to
invest and the Trustee shall invest the applicable Separate Investment
Account in any property in which the Trustee could invest under this Trust. 
With respect to any Separate Investment Account for which the Committee has
assumed investment responsibility, the Committee shall have all of the
investment powers and duties granted to or imposed on the Trustee under the
provision of Section 4.5.  Subject to the provisions of Section 7, the
Committee shall have full authority and the responsibility to direct the
Trustee with respect to the acquisition, retention, management, and
disposition of all of the assets from time to time comprising the Separate
Investment Account being managed by the Committee and the voting of proxies
thereon, and the Trustee shall have no duty or obligation to review the
assets from time to time comprising such Separate Investment Account, to make
recommendations with respect to the investment, reinvestment or retention
thereof nor with respect to the voting of proxies thereon, except as would
otherwise be required to meet the Trustee's obligations under the Trust,
ERISA or any other applicable law.  The Committee shall have the powers and
duties with regard to the manner of giving direction to the Trustee which an
Investment Manager would have under Section 5.1(c) and the Trustee shall be
protected to the same extent as if those directions came from an Investment
Manager.

       5.3  Indemnification of Trustee.  To the extent not prohibited by
applicable law, the Company agrees to indemnify the Trustee and hold it
harmless from any and all liability or expense (including any reasonable
legal fees and reasonable expenses incurred by the Trustee in its defense if
the Company fails to provide such defense) which the Trustee may sustain by
(a) following any proper direction of an Investment Manager, the
Recordkeeper, the Company, the Committee or the Plan Administrator made in
accordance with this Trust or (b) any failure to act in the absence of proper
directions from an Investment Manager, the Recordkeeper, the Company, the
Committee or the Plan Administrator, provided that the Trustee's action or
failure to act is otherwise consistent with its obligations under ERISA, any
other applicable law and the Trust, and provided further, that the Trustee
shall not be indemnified if such liability or expense results from the
Trustee's negligence (whether acting as a trustee, a recordkeeper, an
investment manager or in any other capacity) or if the Trustee (in any
capacity) knowingly participates in, or knowingly undertakes to conceal an
act or omission of such Investment Manager, the Recordkeeper, the Company,
the Committee or the Plan Administrator, knowing such act or omission to be
a breach.

       5.4  Duty of Trustee with Respect to Tax Returns and Withholding. 
The Company, each Investment Manager, and the Trustee shall file such
descriptions and reports and make such other publications, disclosures,
registrations and other filings as are required of them respectively by
ERISA.  Until advised to the contrary by the Company or otherwise actually
notified, the Trustee shall assume that the Trust is exempt from Federal,
State and local income taxes, and shall act in accordance with that
assumption.  If an investment in a Separate Investment Account directed by an
Investment Manager or the Committee creates taxable income including but not
limited to unrelated business taxable income, the Investment Manager
(including the Trustee if appointed as an Investment Manager) or the
Committee, whichever is applicable, shall notify the Trustee in writing and
direct the Trustee regarding preparation and filing of any tax returns and
payment of any income or other tax which may be due.  In the absence of such
written notice and direction, the Trustee shall not be responsible for
failing to pay any taxes or failing to file any returns with respect to a
Separate Investment Account unless the Trustee has actual knowledge that an
investment creates taxable income.  So long as State Street Bank and Trust
Company is the Plan's Recordkeeper, the Trustee shall withhold any tax which
by any present or future law is required to be withheld from any payment or
distribution under the Plan based upon direction provided to the Trustee by
the Company or the Recordkeeper, unless notified in writing by the Company
that another entity has assumed responsibility for tax withholding.  The
Company or the Recordkeeper shall provide all information reasonably required
by the Trustee to enable the Trustee to so withhold.

6.  Provisions Related to Company Stock Fund.

       6.1  Investment of Cash.  Subject to the provisions of Section 5.1
and the other provisions of this Section 6, the Trustee shall invest all
assets of the ESOP portion of the Plan, including earnings thereon, within a
reasonable time after receipt thereof, exclusively in Common Stock in
accordance with directions given under Section 4.5(d), subject to retention
in cash or cash equivalents of the following amounts: (i) the proceeds of any
ESOP Loan pending the use of such proceeds, within a reasonable period, to
acquire Common Stock or to repay all or any portion of that ESOP Loan or any
outstanding ESOP Loan; (ii) cash dividends received on Common Stock pending
the use of such dividends to make payments of principal or interest on an
ESOP Loan or pending their reinvestment in Common Stock or distribution to
participants, as directed by the Plan Administrator; (iii) Employer
contributions to the Trust pending the use thereof to make payments of
principal or interest on an ESOP Loan; (iv) such other amounts as may be
required to be transferred to other Investment Funds under the terms of the
Plan, as directed by the Plan Administrator; and (v) such other amounts as
may be required for the proper administration of the Trust, all of which
amounts shall be invested in accordance with Section 4.5(l).

       6.2  ESOP Loans.  The Committee may from time to time direct the
Trustee to incur debt (an "ESOP Loan") on terms specified by the Committee
for the purpose of acquiring Common Stock or for the purpose of repaying all
or any portion of any outstanding ESOP Loan, subject to the following:

       (a)  Each ESOP Loan shall be for a specific term.

       (b)  The interest rate with respect to an ESOP Loan may be fixed or
variable; provided, however, that in either case such rate shall not be in
excess of a reasonable rate of interest taking into account all relevant
factors, including the amount and duration of the ESOP Loan, the security and
the guarantee, if any, and the credit standing of the Plan and the guarantor,
if any.

       (c)  The only Trust assets which may be given as collateral for an
ESOP Loan are Common Stock acquired with the loan proceeds, or with the
proceeds of any prior ESOP Loan to the extent that such prior ESOP Loan is
repaid with the proceeds of the current ESOP Loan.  Any such collateral shall
be released as provided in Section 6.3.

       (d)  Under the terms of the ESOP Loan, no person entitled to payment
thereunder shall have any right to any Plan assets other than (i) collateral,
if any, given for the ESOP Loan in accordance with subparagraph (c) above,
(ii) Employer contributions (other than contributions of employer securities)
that are made to enable the Trust to meet its obligations under the ESOP
Loan, and (iii) earnings attributable to such collateral and to the
investment of such contributions.

       (e)  Subject to paragraph (d) above, the ESOP Loan shall be without
recourse against the Plan.

       (f)  Subject to the use of the proceeds of a new ESOP Loan to
refinance (in whole or in part) an existing ESOP Loan, payments during any
Plan Year on all outstanding ESOP Loans shall not exceed an amount equal to
the sum for all Plan Years of all contributions described in Section
6.2(d)(ii) and earnings on assets of the ESOP, reduced by all prior payments
on ESOP Loans during all prior Plan Years.

       (g)  In the event of a default under the ESOP Loan, the value of Plan
assets transferred in satisfaction of the ESOP Loan shall not exceed the
amount of the default.  If the lender is a disqualified person (as defined in
Section 4975(e) of the Code) or a party in interest to the Plan (as defined
in Section 3(14) of ERISA), the ESOP Loan shall provide for a transfer of
Plan assets upon default only upon and to the extent of the failure of the
Plan to meet the payment schedule of the ESOP Loan.

       (h)  The Trustee shall maintain adequate records to identify at any
time the ESOF shares and shares of Common Stock held under the Trust Fund
which were acquired with the proceeds of each ESOP Loan.

       (i)  The Trustee shall have the responsibility to determine whether
each ESOP Loan and purchase of Company Stock with the proceeds thereof meet
the fiduciary requirements of ERISA.

       6.3  Release of Common Stock From Collateral.  Subject to the
following provisions of this Section 6.3, for each Plan Year during the
duration of an ESOP Loan, the number of shares of Common Stock which shall be
released from encumbrance shall be determined by the Plan Administrator and
shall be equal to the product of the number of shares of Common Stock, if
any, which serve as collateral for such ESOP Loan multiplied by a fraction,
the numerator of which is the amount of principal and interest paid on the
loan for that year and the denominator of which is the numerator plus the
amount of principal and interest payable on the loan for all future years. 
For purposes of determining the preceding fraction for any Plan Year, if the
interest rate under the ESOP Loan is variable, the interest rate to be paid
in future years shall be assumed to be equal to the interest rate applicable
as of the last day of that Plan Year. Notwithstanding the foregoing
provisions of this Section, any ESOP Loan may provide that Common Stock shall
be released from encumbrance in amounts proportionate to principal payments
only, provided that:


       (a)  the ESOP Loan provides for annual payments of principal and
interest at a cumulative rate that is not less rapid at any time than level
annual payments of such amounts for ten years;

       (b)  interest is disregarded for purposes of determining such release
only to the extent that it would be determined to be interest under standard
loan amortization tables; and

       (c)  the term of the ESOP Loan, together with any renewal, extension
or refinancing thereof, does not exceed ten years.

In the event that more than one ESOP Loan is outstanding at any time, the
number of shares of Common Stock that are released from encumbrance at any
time under this Section shall be based solely on the repayment of the ESOP
Loan to which such Common Stock are attributable.  In addition, if an ESOP
Loan is refinanced, the numerator in the fraction described above shall not
include the proceeds from the second ESOP Loan used to make payments of
principal and interest on the first ESOP Loan.

       6.4  Payments on ESOP Loans.  All cash contributions made by an
Employer to enable the Trustee to make payments of principal or interest on
an ESOP Loan shall be promptly so applied by the Trustee.  To the extent the
Trustee is so directed by the Company, cash dividends on Common Stock
received by the Trustee or transferred to the Trustee by the trustee acting
under any other trust which forms a part of the Plan shall be applied by the
Trustee as soon as practicable thereafter to make payments on outstanding
ESOP Loans.

       6.5  Put Option and Independent Appraiser.  If Common Stock is not
readily tradable on an established market (within the meaning of Section
409(h)(1)(B) of the Code), (i) any participant who is entitled to a
distribution of such Common Stock from the Plan shall have a right to require
the Company to repurchase such shares in accordance with Section 409(h)(1)(B)
of the Code and (ii) all valuations of such Common Stock with respect to
activities carried on by the Plan shall be by an independent appraiser within
the meaning of Section 401(a)(28) of the Code.  Subject to the preceding
sentence, Common Stock acquired with the proceeds of an ESOP Loan shall not
be subject to a put, call or other option or a buy-sell or similar
arrangement either while held by the Plan or when distributed to or on
account of a participant whether or not any portion of the Plan is then an
ESOP.

       6.6  Stock Dividends, Splits and Other Capital Reorganizations.  Any
stock received by the Trustee as a stock split or dividend and any cash or
securities received as a result of a reorganization or other recapitalization
of the Company shall be allocated under the Plan in the same manner as the
Common Stock to which the payment is attributable are then allocated.

       6.7  Disposition of Trades or Businesses.  Notwithstanding the
foregoing provisions of this Section 6, in the event of the sale of an
Employer or the sale of substantially all of the assets used by an Employer
in a trade or business, the Trustee shall, if the Company so directs:

       (a)    transfer a pro rata portion of each outstanding ESOP Loan,
and the Common Stock acquired with the proceeds of such ESOP Loan which have
not been allocated to the accounts of participants under the Plan, to any
successor plan which is intended to qualify under Sections 401(a) and
4975(e)(7) of the Code and to be exempt from taxation under Section 501(a) of
the Code; or

       (b)    sell a pro rata portion of the Common Stock acquires with the
proceeds of each ESOP Loan which have not been allocated to the accounts of
participants under the Plan and use the proceeds thereof to prepay such ESOP
Loan;

provided, however, that no such action shall be taken by the Trustee unless
the Trustee has received a satisfactory opinion of counsel (which may be
counsel to the Company) that such action will not violate the applicable
provisions of any state or Federal securities laws or the requirements of the
Code applicable to plans qualified under Sections 401(a), 409, 501(a) and
4975(e)(7) of the Code, will not violate the terms of the ESOP Loan, and will
not cause the ESOP Loan to fail to qualify for the prohibited transaction
exemption provided by Section 4975(d)(3) of the Code and Section 408(b)(3) of
ERISA.  For purposes of this Section 6.7, the pro rata portion of any ESOP
Loan attributable to an Employer or any trade or business will be determined
on the basis of the ratio of the portion of the Employers' contribution
allocated to such Employer or trade or business (as determined under the
terms of the Plan) for the Plan Year preceding the date as of which the
determination is made to the total Employers' contribution for such Plan
Year.

7.     Voting, Tender and Exchange of Stock

       7.1  Voting of Shares.  Notwithstanding any other provision of the
Trust and to the extent consistent with the Trustee's fiduciary obligations
under ERISA, the Common Stock held in the Common Stock Fund shall be voted by
the Trustee as follows:

       (a)  Before each meeting of the Company's shareholders, the Trustee
shall furnish or cause each participant in the Plan to be furnished with a
proxy statement  for the meeting, together with an appropriate form on which
the participant may provide voting instructions (including instructions on
matters not specified in the proxy statement which may come before the
meeting) for the Common Stock allocated to the participant's account under
the Plan on the latest Valuation Date preceding the record date for such
meeting for which the number of such shares has been provided to the Plan
Administrator.  Upon timely receipt of such instructions, such Shares shall
be voted as instructed.  The voting instructions received by the Trustee
shall be held by it in confidence.

       (b)  If the Trustee receives timely voting instructions with regard
to at least fifty percent of the total outstanding Common Stock allocated to
participants' accounts according to Section 7.1(a), then Common Stock of any
class for which the Trustee does not receive timely voting directions
(whether undirected allocated shares or unallocated shares) shall be voted in
the same proportion as all Common Stock of that class held under the Plan
with respect to which directions are received by the Trustee.  If the Trustee
receives timely voting instructions with regard to less than fifty percent of
the total outstanding Common Stock allocated to participants' accounts
according to Section 7.1(a), then the Trustee shall vote unallocated and
undirected allocated shares in its sole discretion.

       7.2  Tender and Exchange Rights.  Notwithstanding any other provision
of the Trust and to the extent consistent with the Trustee's fiduciary
obligations under ERISA, tender and exchange rights with respect to Common
Stock held in the Company Stock Fund shall be exercised by the Trustee as
follows:

       (a)  The Trustee shall furnish each participant with a notice of any
tender or exchange offer for, or a request or invitation for tender of,
Common Stock, together with an appropriate form on which such participant may
instruct the Trustee with respect to the tender or exchange of Common Stock
allocated to his account.  Common Stock as to which the Trustee receives
timely voting instructions shall be tendered or exchanged in accordance with
such instructions.

       (b)  Common Stock allocated to participants' accounts for which
directions are not received by the Trustee shall not be tendered or
exchanged.

       (c)  Common Stock which are not allocated to participants' accounts
shall be tendered or exchanged by the Trustee in its sole discretion.

       (d)  Notwithstanding the provisions of Sections 7.1(a) and 7.1(b) and
paragraphs (a) and (b) above, in the event that the Trustee determines that
any direction received by it with respect to the tender or voting of Common
Stock is not proper or is contrary to the provisions of ERISA, the Trustee
shall disregard such direction and assume responsibility for the voting or
tendering of Common Stock held in the Trust Fund.

       (e)  The Company and the Trustee shall take all steps reasonably
necessary to assure that participants' directions shall remain confidential. 
Notwithstanding the foregoing, the Trustee shall provide such information
with respect to the tender or exchange of Common Stock as an independent
recordkeeper may require for operation of the Plan is such record keeper
agrees to keep such information confidential.

       (f)  The Trustee may request an independent auditor to provide within
120 days after any meeting of the Company's shareholders is held, a report
that certifies whether Common Stock allocated to Plan participants' accounts
were voted by the Trustee in accordance with the foregoing provisions of this
Section 7.  The Plan Administrator shall promptly disclose the information
provided in such report to Plan participants in a manner that the Plan
Administrator deems appropriate.

       7.3  Execution of Documents.  The Trustee shall execute such ballots,
proxies or other instruments as may be necessary or desirable in order to
effectuate the provisions of this Section 7.

       7.4  DWDC and Allstate Shares.  Voting, tender and exchange rights
with respect to shares of DWDC and Allstate held by the Trustee shall be
exercised in the same manner as such rights are exercised with respect to
Common Stock as described in this Section 7, except that the provisions of
Section 7.2(f) shall not apply.

8.     DWDC Shares Account and Allstate Shares Account

       8.1  Establishment of DWDC Shares Account and Allstate Shares
Account.  Because of the unique limitations which apply to the DWDC shares in
the Trust Fund, the Trustee shall establish a "DWDC Shares Account" in the
Trust which will hold all of the shares of DWDC that were received as
dividends with respect to Common Stock held by the Trust.  There shall also
be established an "Allstate Shares Account" in the Trust which will hold all
of the shares of Allstate that were received as dividends with respect to
Common Stock held by the Trust.

       8.2  Management of the DWDC Shares Account and Allstate Shares
Account.  Except to the extent that an Investment Manager has been appointed
for the DWDC Shares Account or the Allstate Shares Accounts, the Trustee
shall have full power and authority to do all acts necessary to carry out its
duties hereunder with respect to the DWDC Shares Account and the Allstate
Shares Account.  Subject to the following provisions of this Section 8, 

       (a)    the Trustee shall have, with respect to the DWDC Shares
Account and the Allstate Shares Account, all of the powers (including,
without limitation, the investment powers, administrative powers and
discretionary powers) granted under this Trust Agreement to the Trustee with
respect to the Trust and the Trust Fund, provided, however, the Trustee may
exercise any such powers in its sole discretion without the receipt of a
direction from another fiduciary;

       (b)    the Trustee shall have the power to make the determinations
described in Section 1 hereof and subsections 5.3(a) or 5.3(b) of the Plan;
and

       (c)    all of the provisions of this Trust Agreement shall be deemed
to have been incorporated into this Section 8 as an agreement (the "DWDC
Shares Account and Allstate Shares Account Agreement") between the Company
and the Trustee governing the management and administration of the DWDC
Shares Account and the Allstate Shares Account.

       8.3  DWDC Shares Account and Allstate Shares Account.

(a)    Except as otherwise required by ERISA, the assets of the DWDC Shares
Account and the Allstate Shares Account shall consist solely of (i) shares of
DWDC or Allstate, respectively, received as dividends with respect to Common
Stock held by the Trust, (ii) any additional shares of DWDC or Allstate,
respectively, received by the Trustee as a result of any stock dividends or
stock splits and (iii) cash maintained for purposes of liquidity;

(b)    All cash dividends received with respect to shares of DWDC held in
the DWDC Shares Account or shares of Allstate held in the Allstate Shares
Account shall be transferred from the DWDC Shares Account or Allstate Shares
Account and invested in Common Stock; and

(c)    All cash or other proceeds received upon the disposition of shares
of DWDC held in the DWDC Shares Account or shares of Allstate held in the
Allstate Shares Account shall be transferred from the DWDC Shares Account or
Allstate Shares Account and invested in accordance with Participant
directions.

9.     The Plan Administrator and the Committee.

       9.1  The Committee.  The members of the Investment Committee shall
be appointed by the Company and shall serve at the pleasure of the Company.

       9.2  General Powers, Rights and Duties of the Investment Committee
and Investment Managers.  Except as otherwise specifically provided, and in
addition to the powers, rights and duties specifically given to the
Investment Committee elsewhere herein, the Investment Committee shall have
the following rights, powers and duties:

       (a)  to determine the portion of the Plan assets that shall be held
in the ESOP portion and the non-ESOP portion of the Plan and, with respect to
that portion of the Trust Fund which is not invested or required to be
invested in Common Stock, DWDC shares or Allstate shares, to direct the
Trustee with respect to the acquisition, retention and disposition of Plan
assets, and to monitor the diversification of the investments of the Trust
Fund;

       (b)  to furnish the Trustee and the Company with such information as
may be required by them for any purpose related to the Plan;

       (c)  to adopt such rules of procedure and regulations as in the
Investment Committee's opinion may be necessary for the proper and efficient
performance of the Investment Committee's duties and responsibilities;

       (d)  to employ such other agents, attorneys, accountants, investment
advisors and other persons and to delegate to them and allocate among them
(or among members of the Investment Committee), in writing, such powers,
rights and duties as the Investment Committee may consider necessary or
advisable to properly carry out the Investment Committee's responsibilities,
and in the same manner to revoke such delegation and allocation; the
acceptance of such written delegation or allocation shall also be in writing;
any action of the delegate or person whom responsibilities have been
allocated shall have the same force and effect for all purposes hereunder as
if such action had been taken by the Investment Committee; neither the
Investment Committee nor any of its members (other than a member to whom
responsibilities have been allocated) shall be liable for the acts or
omissions of such delegates or persons to whom responsibilities have been
allocated except as required by law; and

       (e)  without limiting the generality of (d) above, to appoint an
Investment Manager to manage (with power to acquire and dispose of) a
Separate Investment Account, or to remove such person, which Investment
Manager may or may not be a subsidiary of the Company, and to delegate to any
such Investment Manager all of the powers, authorities and discretions
granted to the Trustee or the Investment Committee hereunder (including the
power to delegate and the power, with notice to the Investment Committee, to
appoint an Investment Manager), in which event the Trustee shall follow such
instructions and shall be under no duty to determine whether any direction
received from the Investment Manager is proper or within the terms of the
Trust Agreement; provided, however, that the power and authority to manage,
acquire, or dispose of any asset of the Plan shall not be delegated except to
an Investment Manager and, provided further that the acceptance by any
Investment Manager of such appointment and delegation shall be in writing,
and the Investment Committee shall give notice to the Trustee, in writing, of
any appointment of, delegation to or removal of an Investment Manager.  An
Investment Manager so appointed shall furnish the Trustee with the name and
specimen signature of each individual who is authorized to act on behalf of
the Investment Manager.  Thereafter, the Trustee shall have no authority,
responsibility or liability to the Investment Committee, the Company, any
other Employer or any participant in or beneficiary of the Trust for acting
upon any direction received from any such individual unless and until the
Investment Committee revokes the authority of such individual or of the
Investment Manager by written direction to the Trustee.

       With respect to each Separate Investment Account, the Investment
Manager thereof shall direct the Trustee with respect to the exercise of the
investment powers granted to it under Section 5.  Any limitations on an
Investment Manager's powers and discretionary authority shall be contained in
the written agreement appointing the Investment Manager.  Except as modified
in this Section, the Trustee's powers and duties with respect to a Separate
Investment Account shall be the same as their powers and duties with respect
to other aspects of the Trust Fund.  The fees and expenses of an Investment
Manager, except to the extent paid by an Employer, shall be paid from the
Trust Fund.

       9.3  Investment Committee, Plan Administrator and Investment Manager
Instructions to the Trustee.  The Company shall certify to the Trustee the
name of the person or persons empowered to act on behalf of the Plan
Administrator and the names of the members of the Investment Committee acting
from time to time, and the Trustee shall not be charged with knowledge of a
change in any such person or persons until so notified by the Company.  The
Trustee may rely upon an instrument of designation signed by an officer of
the Company or by one or more of the Secretary or members of the Investment
Committee, or by such other person or persons as shall be designated by
either the Plan Administrator or the Investment Committee to act on its
behalf and filed with the Trustee and shall have no responsibility for any
action taken by them in accordance with any such written direction, or for
the failure to act in the absence of such written direction.  Notwithstanding
the foregoing, the Trustee may act on directions given by telephone or
telephonic means, which directions shall be promptly confirmed in writing.

       The Trustee shall be further protected in relying upon a
certification from any Investment Manager (other than SSgA) appointed by
SIMCO as to the person or persons authorized to give directions on behalf of
such Investment Manager and may continue to rely upon such certification
until a subsequent certification is filed with the Trustee.

10.    Miscellaneous

       10.1  Disagreement as to Acts.  If there is a disagreement between
the Trustee and anyone as to any act or transaction reported in any
accounting, the Trustee shall have the right to have its account settled by
a court of competent jurisdiction.

       10.2  Persons Dealing With Trustee.  No person dealing with the
Trustee shall be required to see to the application of any money paid or
property delivered to the Trustee, or to determine whether or not the Trustee
is acting pursuant to any authority granted to it under this Trust Agreement.

       10.3  Benefits May Not be Assigned or Alienated.  The interests under
this Trust Agreement of participants and other persons entitled to benefits
under the Plan are not subject to the claims of their creditors and may not
be voluntarily or involuntarily assigned, alienated or encumbered except in
the case of a qualified domestic relations order which relates to the
provision of child support, alimony or marital rights of a spouse, child or
other dependent and which meets such other requirements as may be imposed by
Section 414(p) of the Code or regulations issued thereunder.

       10.4  Evidence.  Evidence required of anyone under this Trust
Agreement may be by certificate, affidavit, document or other instrument
which the person acting in reliance thereon reasonably considers pertinent
and reliable, and signed, made or represented by the proper party.

       10.5  Wavier of Notice.  Any notice required under this Trust
Agreement may be waived by the person entitled thereto.

       10.6  Company Merger.  In the event that any successor corporation
to the Company, by merger, consolidation, purchase or otherwise, shall elect
to adopt the Plan, such successor corporation shall be substituted hereunder
for the Company, upon the filing in writing of its election to do so with the
Trustee, the Investment Committee and the Plan Administrator.

       10.7  Counterparts.  This Trust Agreement may be executed in any
number of counterparts, each of which shall be deemed an original and no
other counterpart need be produced.

       10.8  Governing Laws.  This Trust Agreement shall be construed and
administered according to the laws of the Commonwealth of Massachusetts to
the extent that such laws are not preempted by the laws of the United States
of America; provided that in the event that an action is brought by the
Trustee on behalf of the Trust, the Company shall have the right to determine
that such action shall be brought in an appropriate state or federal forum in
the State of Illinois or elsewhere as the Company shall deem appropriate, and
the Trustee shall follow any direction of the Company to that effect; and
provided further, that in the event any action is brought by the Company
against the Trustee, the Company shall have the right to determine that such
action shall be brought in an appropriate state of federal forum either in
the Commonwealth of Massachusetts or in the State of Illinois, subject to any
right of the Trustee to remove such action from state court to an appropriate
federal court in that state.

       10.9  Successors, Etc.  The provisions of this Trust Agreement shall
be binding on the Company, the Employers, the Trustee and the Committee and
their successors and on all persons entitled to benefits under the Plan and
their respective heirs and legal representatives.

       10.10  Successor Employer.  If a successor to any Employer or a
purchaser of all or substantially all of any Employer's assets elects, with
the consent of the Company, to continue the Plan, such successor or purchaser
shall be substituted for that Employer under this Trust Agreement.  If such
Employer is also the Company, such successor or purchaser shall be
substituted for the Company hereunder.

       10.11  Service of Legal Process.  If the Trustee receives service of
summons, subpoena or other legal process of any court with respect to any
action relating to the Plan or this Trust Agreement, it shall promptly inform
the Company of such service and, at the request of the Company, shall provide
it with a copy of the document served.

       10.12  Action by Employers.  Except as otherwise provided in this
Trust Agreement, any action required or permitted to be taken by an Employer
under the provisions of this Trust Agreement shall be by resolution of its
Board of Directors, or by written action of a duly authorized officer.

       10.13  No Guarantees.  Neither the Company, nor any Employer, nor the
Trustee guarantees the Trust Fund from loss or depreciation, nor the payment
of any amount which may become due to any person under the Plan or this Trust
Agreement.

       10.14  Gender and Numbers.  Where the context admits, words in the
masculine gender shall include the feminine, the singular shall include the
plural, and the plural shall include the singular.

       10.15  Headings.  The headings of Sections of this Trust Agreement
are for convenience of reference only and shall have no substantive effect on
the provisions of this Trust Agreement.

11.    No Reversion to Employers.  

       Except as provided herein, no portion of the principal or the income
of the Trust Fund shall revert to or be recoverable by the Company or any
Employer or ever be used for or diverted to any purpose other than for the
exclusive benefit of participants in the Plan and persons claiming under or
through them pursuant to the Plan, provided, however, that:

       (a)  all contributions are conditioned upon the deductibility of the
contributions under Section 404(a) of the Code, and, to the extent determined
to be nondeductible, the Trustee shall, upon written request of the affected
Employer, return the amount of the contribution (to the extent disallowed),
reduced by the amount of losses thereon, to such  Employer within one year
after the determination of nondeductibility or within such other period as is
permitted by applicable law; and

       (b)  if a contribution or any portion thereof is made by an Employer
by a mistake of fact, the Trustee shall, upon written request of the
Employer, return the amount of the contribution or portion, reduced by the
amount of any losses thereon, within one year after the date of payment to
the Trustee or within such other period as is permitted by applicable law;
and

       (c)  if a contribution is conditioned upon the qualification of the
Plan and Trust under Sections 401 and 501 of the Code, the contributions of
the Employers to the Trust for all Plan Years, with the gains and losses
thereon, shall be returned by the Trustee to the Employers, as appropriate,
within one year in the event that the Commissioner of Internal Revenue fails
to rule that the Plan and Trust were, as of such date, qualified and tax-
exempt (within the meaning of Sections 401 and 501 of the Code).

       The Trustee shall be under no obligation to return any part of the
Trust Fund as provided in this Section 11 until the Trustee has received a
written certification from the Plan Administrator that such return is in
compliance with this Section 11, the Plan and the requirements of applicable
law.  The Trustee shall rely conclusively on such written certification and
shall be under no obligation to investigate or otherwise determine its
propriety.

12.    Change of Trustee

       12.1  Resignation.  The Trustee may resign at any time by giving
sixty (60) days' advance written notice to the Company.

       12.2  Removal of Trustee.  The Company may remove any Trustee by
giving ten (10) days' advance written notice to the Trustee.  The Company
shall fill any vacancy in the office of the Trustee howsoever caused.

       12.3  Duties of Resigning or Removed Trustee and of Successor
Trustee.  Each successor Trustee shall succeed to the title to the Trust Fund
vested in its predecessor, without the signing or filing of any further
instrument, but any resigning or removed Trustee shall execute all documents
and do all acts necessary or appropriate to vest such title of record in any
successor Trustee.  In the event of the resignation or removal of the
Trustee, the Trustee shall assign, transfer and pay over to the duly
appointed successor Trustee the assets then constituting the Trust Fund, and
only thereafter shall the resigning or removed Trustee be relieved of its
duties and responsibilities as Trustee hereunder.  Within ninety (90) days,
the resigned or removed Trustee shall furnish to the Company and the
successor Trustee an account of its administration of the Trust from the date
of its last account.  The Company and the successor Trustee may approve such
accounting by written notice of approval delivered to the Trustee or by
failure to express objection to such accounting in writing delivered to the
Trustee within twelve months from the date upon which the accounting was
delivered to the Company and the successor Trustee.  Upon the receipt of a
written approval of the accounting, or upon the passage of the period of time
within which objection may be filed without written objections having been
delivered to the Trustee, such accounting shall be deemed to be approved, and
the Trustee shall be released and discharged as to all items, matters and
things set forth in such account.  Each successor Trustees shall have all the
powers, rights and duties conferred by this Trust Agreement as if originally
named Trustee.  Except as otherwise provided under ERISA or other applicable
law, neither the Trustee hereunder nor any successor Trustee shall be
personally liable for any act or failure to act of a predecessor Trustee.

13.    Amendment and Termination

       13.1  Amendment.  Subject to the provisions of Section 11, the
Company reserves the right to amend the Trust Agreement at any time, except
that no amendment shall change the rights, duties and liabilities of the
Trustee under this Trust Agreement without its consent.

       13.2  Termination.  If the Plan is terminated, all of the provisions
of the Trust evidenced by this Trust Agreement, as applied to the Plan,
nevertheless shall continue in effect until the Trust Fund has been
distributed by the Trustee as directed by the Company under the Plan.

IN WITNESS WHEREOF, the Company and the Trustee have caused these presents to
be executed by their duly authorized officers on the date(s) indicated below,
to be effective as of the day and year first above written.

                             SEARS, ROEBUCK AND CO.


                             By /s/Michael D. Levin                    
                 
       
                             Its: Senior Vice President, General Counsel
                                  and Secretary                        
                                 
       
                             Date                                      
              




                             STATE STREET BANK AND TRUST COMPANY 


                             By /s/Stephen Nazzaro                     
                 
       
                             Its: Vice President, Specialized Trust
                                  Services                             
                           

                             Date December 30,1997                     
                


                     INCUMBENCY CERTIFICATE

Sears, Roebuck and Co. (the "Company") hereby certifies that the persons
whose names appear below are authorized to act on its behalf, including the
authorization to give instructions, with respect to the Trust Agreement
between the Company and State Street Bank and Trust Company, as Trustee,
dated as of _______________.  The Company further certifies that the true
signature of each such person is set forth below opposite his name, and that
the Trustee may rely upon this certificate until such time as it receives
another certificate bearing a later date.

NAME                                       SIGNATURE


________________________________________________________________________

________________________________________________________________________

________________________________________________________________________



BY: ________________________________
TITLE: _____________________________
DATE: _____________________________


                      NOTICE OF APPOINTMENT
                               OF
                       INVESTMENT MANAGERS


       Sears Investment Management Company, ("SIMCO"), as the Investment
Manager of the Trust Fund, hereby certifies to State Street Bank and Trust
Company  (the "Trustee"), through the duly authorized person whose signature
appears below, that the firms whose names are set forth below have been
appointed by SIMCO as Investment Managers with respect to the Trust Agreement
between the Company and the Trustee dated as of January 1, 1998, with
authority over the portions of its assets indicated opposite their names. 
SIMCO further certifies that the Trustee may rely upon this certificate until
such time as it receives another certificate bearing a later date.

DESCRIPTION OF PLAN ASSETS          INVESTMENT MANAGER
S&P 500 Equity Index Fund           State Street Bank and Trust Company

Domestic Equity Fund                State Street Bank and Trust Company

International Equity Fund           State Street Bank and Trust Company

Company Stock Fund                  State Street Bank and Trust Company

DWDC Shares Fund                    State Street Bank and Trust Company

Allstate Shares Fund                State Street Bank and Trust Company
       
Balanced Fund                       Ark Asset Management Co., Inc.
                                    Arnhold and S. Bleichroeder, Inc.
                                    Chancellor LGT Asset Management
                                    The Crabbe Huson Group, Inc.
                                    Investment Advisers, Inc.
                                    Jurika & Voyles, Inc.
                                    Lincoln Capital Management Company
                                    LSV Asset Management
                                    State Street Bank and Trust Company

 
Bond Fund                           SIMCO

Money Market Fund                   SIMCO




SIMCO

BY: ______________________________

TITLE: ___________________________

DATE: ___________________________