Exhibit 4(v)

      
                            SEARS, ROEBUCK AND CO.
                            Hoffman Estates, Illinois






Name:                                    Date: February 2, 1998
SSN:                                     Total Number of Shares:
                                         Price per Share: $40.07


Pursuant to action taken by Sears, Roebuck and Co. (the "Company") under the
1994 Employees Stock Plan (the "Plan"), you are hereby granted the option
(herein called "this option") to purchase, at the price per share shown
above, upon and subject to the provisions and conditions hereinafter set
forth, the total number of common shares of the Company shown above, in three
installments, each for one-third of said total number of shares, such
installments to accrue, respectively, on the second day of February in each
of the years 2000, 2001 and 2002.

You may exercise your right to purchase all or any of the shares included in
any such installment on or after the date on which such installment accrues,
but in any event not later than February 2, 2009 (the "Expiration Date"), by
making payment in full for the shares which you so elect to purchase, at the
price per share herein prescribed.  Your payment may be made by check or by
tendering common shares of the Company, or by means of a combination of a
check and common shares of the Company, subject to the provisions set forth
herein.  Only whole common shares (and not fractional shares) of the Company
may be tendered in payment of all or a portion of the purchase price, you
must have owned any such shares tendered in payment for at least six months
prior to the date of exercise and the certificate(s) for any such shares
tendered in payment must be accompanied by duly executed instruments of
transfer in a form acceptable to the Company.  If all or part of the payment
is in the form of common shares of the Company, such shares shall be valued
at their fair market value on the date of exercise.  The fair market value of
common shares of the Company on the date of exercise shall be the mean
(adjusted to the next higher full cent to eliminate any fractional cent)
between the high and low prices per share for the Company's common shares as
reported in a summary of composite transactions for stocks listed on the New
York Stock Exchange on the date of exercise or, if the New York Stock
Exchange is not open for trading on such date, the average of the means
between the high and low prices per share for the Company's common shares, as
so reported, on the nearest date before and the nearest date after such date
on which the New York Stock Exchange is open for trading (adjusted to the
next higher full cent to eliminate any fractional cent).  The excess, if any,
of the purchase price for the shares which you elect to purchase under this
option over the fair market value of the shares, if any, which you tender in
payment of the purchase price must be paid by check, made payable to "Sears,
Roebuck and Co."  Please submit your payment to:

                            Stock Option Office
                            Sears, Roebuck and Co.
                            Hoffman Estates, IL  60179

The exercise of this option shall be effective on the date when payment in
full for the shares being purchased is actually received in the Stock Option
Office; provided that no payment shall be accepted which is received in the
Stock Option Office after the Expiration Date.  You will receive a stock
certificate representing the shares for which you have made payment, except
that the Company shall not be obligated to deliver any stock certificates
unless and until (i) there has been compliance with any federal or state laws
or regulations or national securities exchange requirements which the Company
may deem applicable; (ii) all legal matters in connection with the sale and
delivery of the shares have been approved by the Company's counsel; and (iii)
your check in payment for the shares has cleared.

You are also hereby granted additional installments to purchase common shares
of the Company under this option on the terms set forth in this paragraph
each time you elect to pay all or a portion of the purchase price upon any
exercise of this option prior to February 2, 2006 by tendering common shares
of the Company as set forth above.  Such additional option rights permit you
to purchase, in the aggregate, a number of shares equal to the number of
shares so tendered in payment, at a price per share equal to the fair market
value of a common share of the Company on the date of your exercise of this
option (subject to a minimum price per share equal to the price per share
specified for the purchase of shares under this option in respect of which
such additional rights are granted).  Such additional option rights shall be
exercisable in three annual installments (with the first installment accruing
one year from the date of exercise of this option, the number of shares
subject to each of the first two installments being equal to one-third of the
aggregate number of shares subject to such additional option rights (adjusted
to the next lower number of whole shares to eliminate any fractional shares)
and the number of shares subject to the third installment being equal to the
aggregate number of shares subject to such additional option rights less the
aggregate number of shares subject to the first two installments), shall
expire on the Expiration Date set forth herein, and shall otherwise be on
terms and conditions substantially similar to those set forth herein.

In addition, any gain related to any portion of this option exercised as set
forth in the previous paragraph by paying the purchase price by tendering
common shares of the Company, may be deferred in accordance with the terms of
the Sears, Roebuck and Co. Deferred Compensation Plan.

Upon the occurrence from time to time prior to the Expiration Date of a
Change of Control (as defined in Appendix A), notwithstanding any other
provision of this option:

(i) Each installment of this option which has not theretofore accrued shall 
    immediately accrue and become exercisable, provided however, that no    
    installment of this option may be exercised until six months after the  
    date of grant of this option.

(ii) During the sixty-day period from and after the Change of Control, you  
     are hereby granted the right ("limited stock appreciation rights") to  
     elect to surrender, in whole or in part, any exercisable option right  
     which has accrued under this option and receive payment therefor, from 
     the Company or one of its subsidiaries, in cash, with respect to each  
     share subject to the surrendered option right in an amount equal to the 
     excess of the fair market value of such share on the date of surrender 
     over the option price.  The fair market value of common shares of the  
     Company on the date of surrender shall be the mean (adjusted to the next 
     higher full cent to eliminate any fractional cent) between the high and 
     low prices per share for the Company's common shares as reported in a  
     summary of composite transactions for stocks listed on the New York    
     Stock Exchange on the date the Stock Option Office receives the notice 
     referred to below of your election to exercise such right or, if the New 
     York Stock Exchange is not open for trading on such date, the average of 
     the means between the high and low prices per share for the Company's  
     common shares, as so reported, on the nearest date before and the      
     nearest date after such date on which the New York Stock Exchange is   
     open for trading (adjusted to the next higher full cent to eliminate any 
     fractional cent).  You may exercise such election by notifying the Stock 
     Option Office, in writing, of the number of shares with respect to which 
     you wish to exercise limited stock appreciation rights.  Notification of 
     your election must be received in the Stock Option Office no later than 
     the end of the aforesaid sixty-day period and prior to the Expiration  
     Date.  In no event may any such election be made until six months after 
     the date of grant of this option.

provided, however, that in the case of any installment of this option which
has accrued, or a limited stock appreciation right which is exercisable,
solely as a result of a Change of Control due to approval by the shareholders
of the Company of a Business Combination (as defined in Appendix A), any
exercise by you shall be conditioned upon, and deemed effective immediately
prior to, consummation of the Business Combination (except that the fair
market value of common shares of the Company shall continue to be determined,
in accordance with the provisions set forth above, on the date the Stock
Option Office receives the election to exercise all or any portion of such
limited stock appreciation rights), and provided further, that
notwithstanding the provisions of this paragraph, you may at any time
exercise any option rights  in accordance with the other provisions of this
option.

This option will not be treated as an incentive stock option for federal
income tax purposes.  Therefore, under existing laws and regulations, the
difference between the price paid for the shares purchased hereunder and the
market value thereof on the date this option is exercised, or any amounts
received in cash upon the exercise of limited stock appreciation rights or
otherwise with respect to this option, will be subject to federal income tax
at ordinary rates and to FICA tax and to their respective withholding
requirements, and may be subject to state and local taxes and withholding
requirements. The payment of all such federal, state and local taxes is your
personal responsibility.  However, the Company, at its discretion, may 
require you to deposit with it an amount equal to any required withholding. 
You may elect that all or any portion of any such withholding required to be
deposited upon exercise of this option shall be satisfied by having the
Company withhold a portion of the whole shares issuable pursuant to your
exercise of this option, subject to the provisions set forth below.  Such
shares shall be valued at their fair market value on the date of exercise. 
In addition, if you are an officer of the Company subject to Section 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act"), your election to
have shares withheld to satisfy such tax withholding requirements may be
subject to certain restrictions.  Your Officers' Stock Manual will include a
detailed explanation of these restrictions.

The Company reserves and shall have the right, by written notice to you, to
change the provisions of this option in any manner that it may deem necessary
or advisable to carry out the purpose of its grant as a result of any change
in applicable laws or regulations or any future regulation, ruling or
judicial decision; provided that any such change shall be applicable only to
shares for which payment or limited stock appreciation rights elections shall
not then have been made as herein provided.

If you cease to be employed by the Company or any of its subsidiaries (except
in the event of retirement, permanent and total disability ("Disability") or
death, as hereinafter provided), this option shall terminate as to the shares
for which you shall not then have made payment or limited stock appreciation
rights elections as aforesaid, except that within three months after the date
you cease to be so employed, but in no event later than the Expiration Date,
you may pay for and receive all or any of the shares comprising the
installment or installments that shall have accrued at the date you cease to
be so employed and for which you shall not then have made payment or limited
stock appreciation rights elections as aforesaid.  In the event of your
normal retirement or, with Company approval, early retirement, you may,
within five years of your retirement, but in no event later than the
Expiration Date, pay for and receive such number of Company shares as is
determined by multiplying the total number of Company common shares granted
pursuant to this option by a fraction, the numerator of which is the number
of calendar months which have elapsed from the date of grant of this option
through the date of your termination of employment (rounded up to the nearest
whole number, but in no event shall such numerator be greater than the
denominator) and the denominator of which is the number of calendar months
that have elapsed from the date of grant through the date on which this
option is scheduled to vest ("Prorated Shares") and for which you shall not
then have made payment or limited stock appreciation rights elections as
aforesaid.  In the event of your Disability or death, while employed by the
Company or any of its subsidiaries, or during the period in which this option
continues to be exercisable after termination of employment, you, or in the
case of death, your legal representative (including any person designated in
your will to have the right), may within five years after the date of your
Disability or death, but in no event later than the Expiration Date, pay for
and receive such number of shares that shall have continued to vest during
such period; provided that in the event such Disability or death shall occur
within twelve months of the date of grant of this option, you shall receive
such number of Company shares as is determined by multiplying the total
number of Company common shares granted pursuant to this option by a
fraction, the numerator of which is the number of calendar months which have 
elapsed from the date of grant of this option through the date of your
Disability or death (rounded up to the nearest whole number but in no event
shall such numerator be greater than the denominator) and the denominator of
which is 12 and for which you shall not then have made payment or limited
stock appreciation rights elections as aforesaid.  Any shares so received
shall continue to vest in accordance with the terms of your option grant.  In
lieu, in whole or in part, of any such exercise of your option rights, you
(or your legal representative as set forth above in the event of your death)
may make elections with respect to any limited stock appreciation rights
which were exercisable at the date you so ceased to be employed, or at the
date of such Disability, normal retirement or, with Company approval, early
retirement, or death, as the case may be, but in no event after the
expiration of the aforesaid sixty-day period from and after a Change of
Control or after the Expiration Date.

In the event that the Company (in connection with the disposition of all or
a portion of the stock of any subsidiary of the Company, the sale of stock by
any subsidiary or otherwise) no longer includes, or anticipates that it will
no longer include, your employer in the Company's consolidated federal income
tax return, the Company may in its discretion either terminate your rights
under this option as to shares or rights not theretofore purchased or
exercised or make such other provision with respect thereto as it shall deem
appropriate and equitable or in the interest of the Company.  In either such
case, the Company shall use reasonable efforts to provide you with sufficient
notice of such termination or other provision so as to afford you a
reasonable opportunity prior to the effectiveness thereof during which you
may elect to exercise any of your then-exercisable rights under this option.

In the event of a stock dividend or stock split of issued common shares of
the Company, the Company shall, and in the event of a combination or other
reduction in the number of issued common shares of the Company, or spin-off
or other distribution of any assets of the Company or any subsidiary or all
or any portion of the interest of the Company in any subsidiary to the
shareholders of the Company, the Company may, make such adjustments, if any,
in the number of unpurchased shares subject to this option, the exercise
price per share and the limited stock appreciation rights with respect
thereto, as it may in good faith determine to be appropriate and equitable.

In the event of a merger, consolidation, reorganization, sale or exchange of
substantially all assets, or dissolution of the Company (an "extraordinary
corporate transaction"):

(i)your rights under this option shall terminate as to shares or rights not
theretofore purchased or exercised except to the extent provided by the
Company or in the terms of the merger, consolidation, reorganization, or plan
for dissolution or sale or exchange of the assets;

(ii)appropriate and equitable provision shall be made, by the Company, in the
terms of the merger, consolidation, reorganization or plan for dissolution or
sale or exchange of the assets, or otherwise, with respect to your rights
under this option; and

(iii)for purposes of the foregoing clause (ii), in the case of any
extraordinary corporate transaction which is consummated six months or more
after the date of grant of this option, such appropriate and equitable
provision shall mean that either (a) appropriate and equitable provision
shall be made for the continuation and adjustment of the rights under this
option or (b) the Company shall be obligated to make adequate provision
(including without limitation (1) to the extent required, obtaining any
necessary approvals or consents by the shareholders, the Board of Directors
or any committee of the Board of Directors of the Company or any governmental
authority, and (2) if you are subject to Section 16(b) of the Exchange Act,
such action as may be required to assure that any amounts received by you are
not subject to recovery pursuant to Section 16(b)) to assure that either (x)
each installment of this option shall have accrued and been exercisable for
such period of time prior to consummation of such extraordinary corporate
transaction so as to afford you a reasonable opportunity prior to such
consummation during which you may elect to exercise any of your rights under
each installment of this option, or (y) upon consummation of such
extraordinary corporate transaction, you shall receive an amount, in cash,
with respect to each share subject to this option (whether or not the right
to purchase such share has then accrued) and for which you have not then made
payment or limited stock appreciation rights elections as aforesaid, at least
equal to the excess of the fair market value of such share, on the date of
such extraordinary corporate transaction, over the option price.  The fair
market value of common shares of the Company on the date of an extraordinary
corporate transaction shall be the simple arithmetic average of the mean
(adjusted to the next higher cent to eliminate any fractional cent) between
the high and low prices for the Company's common shares, as reported in a
summary of composite transactions for stocks listed on the New York Stock
Exchange, for each of the most recent ten days preceding such date for which
there were such reported transactions.

This option and the limited stock appreciation rights provided for herein
shall be exercisable during your lifetime only by you or your guardian or
legal representative and may not be sold, transferred, pledged or otherwise
assigned by you, expressly or by operation of law, except in the event of
your death, and then only to the extent and subject to the provisions and
conditions herein set forth.  Any attempted sale, transfer, pledge or other
disposition thereof by you shall be void and shall constitute valid grounds
for cancellation of this option and the limited stock appreciation rights
provided for herein by the Company.

You are also prohibited from selling your option shares if you are in
possession of "confidential, material, non-public information" about Sears or
its affiliated companies.

This option is granted for the purpose of affording selected key employees an
opportunity to acquire a proprietary interest in the Company through stock
ownership.  However, any shares purchased pursuant hereto will be your sole
property, and the Company recognizes that you may find it necessary to sell
all or part of such shares for various reasons.

This option and the limited stock appreciation rights provided for herein
shall be of no force or effect and no rights hereunder shall exist after the
Expiration Date.




Sears, Roebuck and Co.

Arthur C. Martinez
Chairman and Chief Executive Officer



Appendix A

Certain Definitions

A "Change of Control" shall mean:

(a) The acquisition by any individual, entity or group (within the meaning of
Section 13 (d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended [the "Exchange Act"] (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding common shares of the Company (the
"Outstanding Company Common Shares") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting
Securities");provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion
privilege); (ii) any acquisition by the Company or any of its subsidiaries;
(iii) any acquisition by any employee benefit plan (or any related trust)
sponsored or maintained by the Company of any of its subsidiaries; or (iv)
any acquisition by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation,
the conditions described in clauses (i), (ii) and (iii) of (c) below are
satisfied; or

(b) Individuals who, as of the date hereof, constitute the Board of Directors
of the Company (the "Board") (as of the date hereof, the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

(c) Approval by the shareholders of the Company of a "Business Combination",
which shall mean a reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or consolidation, (i) more than
60% of, respectively, the then outstanding common shares of the corporation
resulting from such reorganization, merger of consolidation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Shares and Outstanding Company Voting Securities immediately
prior to such reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities, as the case may be, 
(ii) no Person (excluding the Company, any of its subsidiaries, any employee
benefit plan (or related trust) sponsored or maintained by the Company, any
of its subsidiaries or such corporation resulting from such reorganization,
merger or consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding common shares
of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization, merger
or consolidation: or



(d) Approval by the shareholders of the Company of (i) a complete liquidation
or dissolution of the Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (A) more then
60% of, respectively, the then outstanding common shares of such corporation
and the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Shares and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Company Common Shares and
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any of its subsidiaries, and any employee benefit
plan (or related trust) sponsored or maintained by the Company, any of its
subsidiaries or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly,
20% or more of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding common shares
of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors and (C) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

For purposes of the foregoing definition of "Change of Control", a
"subsidiary" of the Company shall mean any corporation in which the Company,
directly or indirectly, holds a majority of the voting power of such
corporation's outstanding shares of capital stock.







                        SEARS, ROEBUCK AND CO.
                        Hoffman Estates, Illinois






                                                 Date: February 2, 1998
                                                 Total Number of Shares:
                                                 Price per Share: $40.07


Pursuant to action taken by Sears, Roebuck and Co. (the "Company") under the
1994 Employees Stock Plan (the "Plan"), you are hereby granted the option
(herein called "this option") to purchase, at the price per share shown
above, upon and subject to the provisions and conditions hereinafter set
forth, the total number of common shares of the Company shown above, in three
installments, each for one-third of said total number of shares, such
installments to accrue, respectively, on the second day of February in each
of the years 2000, 2001 and 2002.

You may exercise your right to purchase all or any of the shares included in
any such installment on or after the date on which such installment accrues,
but in any event not later than February 2, 2009 (the "Expiration Date"), by
making payment in full for the shares which you so elect to purchase, at the
price per share herein prescribed.  Your payment may be made by check or by
tendering common shares of the Company, or by means of a combination of a
check and common shares of the Company, subject to the provisions set forth
herein.  Only whole common shares (and not fractional shares) of the Company
may be tendered in payment of all or a portion of the purchase price, you
must have owned any such shares tendered in payment for at least six months
prior to the date of exercise and the certificate(s) for any such shares
tendered in payment must be accompanied by duly executed instruments of
transfer in a form acceptable to the Company.  If all or part of the payment
is in the form of common shares of the Company, such shares shall be valued
at their fair market value on the date of exercise.  The fair market value of
common shares of the Company on the date of exercise shall be the mean
(adjusted to the next higher full cent to eliminate any fractional cent)
between the high and low prices per share for the Company's common shares as
reported in a summary of composite transactions for stocks listed on the New
York Stock Exchange on the date of exercise or, if the New York Stock
Exchange is not open for trading on such date, the average of the means
between the high and low prices per share for the Company's common shares, as
so reported, on the nearest date before and the nearest date after such date
on which the New York Stock Exchange is open for trading (adjusted to the
next higher full cent to eliminate any fractional cent).  The excess, if any,
of the purchase price for the shares which you elect to purchase under this
option over the fair market value of the shares, if any, which you tender in
payment of the purchase price must be paid by check, made payable to "Sears,
Roebuck and Co."  Please submit your payment to:

                            Stock Option Office
                            Sears, Roebuck and Co.
                            Hoffman Estates, IL  60179

The exercise of this option shall be effective on the date when payment in
full for the shares being purchased is actually received in the Stock Option
Office; provided that no payment shall be accepted which is received in the
Stock Option Office after the Expiration Date.  You will receive a stock
certificate representing the shares for which you have made payment, except
that the Company shall not be obligated to deliver any stock certificates
unless and until (i) there has been compliance with any federal or state laws
or regulations or national securities exchange requirements which the Company
may deem applicable; (ii) all legal matters in connection with the sale and
delivery of the shares have been approved by the Company's counsel; and (iii)
your check in payment for the shares has cleared.

You are also hereby granted additional installments to purchase common shares
of the Company under this option on the terms set forth in this paragraph
each time you elect to pay all or a portion of the purchase price upon any
exercise of this option prior to February 2, 2006 by tendering common shares
of the Company as set forth above.  Such additional option rights permit you
to purchase, in the aggregate, a number of shares equal to the number of
shares so tendered in payment, at a price per share equal to the fair market
value of a common share of the Company on the date of your exercise of this
option (subject to a minimum price per share equal to the price per share
specified for the purchase of shares under this option in respect of which
such additional rights are granted).  Such additional option rights shall be
exercisable in three annual installments (with the first installment accruing
one year from the date of exercise of this option, the number of shares
subject to each of the first two installments being equal to one-third of the
aggregate number of shares subject to such additional option rights (adjusted
to the next lower number of whole shares to eliminate any fractional shares)
and the number of shares subject to the third installment being equal to the
aggregate number of shares subject to such additional option rights less the
aggregate number of shares subject to the first two installments), shall
expire on the Expiration Date set forth herein, and shall otherwise be on
terms and conditions substantially similar to those set forth herein.

In addition, any gain related to any portion of this option exercised as set
forth in the previous paragraph by paying the purchase price by tendering
common shares of the Company, may be deferred in accordance with the terms of
the Sears, Roebuck and Co. Deferred Compensation Plan.

Upon the occurrence from time to time prior to the Expiration Date of a
Change of Control (as defined in Appendix A), notwithstanding any other
provision of this option:

(i)Each installment of this option which has not theretofore accrued shall  
   immediately accrue and become exercisable, provided however, that no     
   installment of this option may be exercised until six months after the   
   date of grant of this option.

(ii)During the sixty-day period from and after the Change of Control, you are 
    hereby granted the right ("limited stock appreciation rights") to elect 
    to surrender, in whole or in part, any exercisable option right which has 
    accrued under this option and receive payment therefor, from the Company 
    or one of its subsidiaries, in cash, with respect to each share subject 
    to the surrendered option right in an amount equal to the excess of the 
    fair market value of such share on the date of surrender over the option 
    price.  The fair market value of common shares of the Company on the date 
    of surrender shall be the mean (adjusted to the next higher full cent to 
    eliminate any fractional cent) between the high and low prices per share 
    for the Company's common shares as reported in a summary of composite   
    transactions for stocks listed on the New York Stock Exchange on the date 
    the Stock Option Office receives the notice referred to below of your   
    election to exercise such right or, if the New York Stock Exchange is not 
    open for trading on such date, the average of the means between the high 
    and low prices per share for the Company's common shares, as so reported, 
    on the nearest date before and the nearest date after such date on which 
    the New York Stock Exchange is open for trading (adjusted to the next   
    higher full cent to eliminate any fractional cent).  You may exercise   
    such election by notifying the Stock Option Office, in writing, of the  
    number of shares with respect to which you wish to exercise limited stock 
    appreciation rights.  Notification of your election must be received in 
    the Stock Option Office no later than the end of the aforesaid sixty-day 
    period and prior to the Expiration Date.  In no event may any such      
    election be made until six months after the date of grant of this option.

provided, however, that in the case of any installment of this option which
has accrued, or a limited stock appreciation right which is exercisable,
solely as a result of a Change of Control due to approval by the shareholders
of the Company of a Business Combination (as defined in Appendix A), any
exercise by you shall be conditioned upon, and deemed effective immediately
prior to, consummation of the Business Combination (except that the fair
market value of common shares of the Company shall continue to be determined,
in accordance with the provisions set forth above, on the date the Stock
Option Office receives the election to exercise all or any portion of such
limited stock appreciation rights), and provided further, that
notwithstanding the provisions of this paragraph, you may at any time
exercise any option rights  in accordance with the other provisions of this
option.

This option will not be treated as an incentive stock option for federal
income tax purposes.  Therefore, under existing laws and regulations, the
difference between the price paid for the shares purchased hereunder and the
market value thereof on the date this option is exercised, or any amounts
received in cash upon the exercise of limited stock appreciation rights or
otherwise with respect to this option, will be subject to federal income tax
at ordinary rates and to FICA tax and to their respective withholding
requirements, and may be subject to state and local taxes and withholding
requirements.  The payment of all such federal, state and local taxes is your
personal responsibility.  However, the Company, at its discretion, may 
require you to deposit with it an amount equal to any required withholding. 
You may elect that all or any portion of any such withholding required to be
deposited upon exercise of this option shall be satisfied by having the
Company withhold a portion of the whole shares issuable pursuant to your
exercise of this option, subject to the provisions set forth below.  Such
shares shall be valued at their fair market value on the date of exercise. 
In addition, if you are an officer of the Company subject to Section 16(b) of
the Securities Exchange Act of 1934 (the "Exchange Act"), your election to
have shares withheld to satisfy such tax withholding requirements may be
subject to certain restrictions.  Your Officers' Stock Manual will include a
detailed explanation of these restrictions.

The Company reserves and shall have the right, by written notice to you, to
change the provisions of this option in any manner that it may deem necessary
or advisable to carry out the purpose of its grant as a result of any change
in applicable laws or regulations or any future regulation, ruling or
judicial decision; provided that any such change shall be applicable only to
shares for which payment or limited stock appreciation rights elections shall
not then have been made as herein provided.

If you cease to be employed by the Company or any of its subsidiaries (except
in the event of retirement, permanent and total disability ("Disability") or
death, as hereinafter provided), this option shall terminate as to the shares
for which you shall not then have made payment or limited stock appreciation
rights elections as aforesaid, except that within three months after the date
you cease to be so employed, but in no event later than the Expiration Date,
you may pay for and receive all or any of the shares comprising the
installment or installments that shall have accrued at the date you cease to
be so employed and for which you shall not then have made payment or limited
stock appreciation rights elections as aforesaid.  In the event of your
normal retirement or, with Company approval, early retirement, you may,
within five years of your retirement, but in no event later than the
Expiration Date, pay for and receive such number of Company shares as is
determined by multiplying the total number of Company common shares granted
pursuant to this option by a fraction, the numerator of which is the number
of calendar months which have elapsed from the date of grant of this option
through the date of your termination of employment (rounded up to the nearest
whole number, but in no event shall such numerator be greater than the
denominator) and the denominator of which is the number of calendar months
that have elapsed from the date of grant through the date on which this
option is scheduled to vest ("Prorated Shares") and for which you shall not
then have made payment or limited stock appreciation rights elections as
aforesaid.  In the event of your Disability or death, while employed by the
Company or any of its subsidiaries, or during the period in which this option
continues to be exercisable after termination of employment, you, or in the
case of death, your legal representative (including any person designated in
your will to have the right), may within five years after the date of your
Disability or death, but in no event later than the Expiration Date, pay for
and receive such number of shares that shall have continued to vest during
such period; provided that in the event such Disability or death shall occur
within twelve months of the date of grant of this option, you shall receive
such number of Company shares as is determined by multiplying the total
number of Company common shares granted pursuant to this option by a
fraction, the numerator of which is the number of calendar months which have 
elapsed from the date of grant of this option through the date of your
Disability or death (rounded up to the nearest whole number but in no event
shall such numerator be greater than the denominator) and the denominator of
which is 12 and for which you shall not then have made payment or limited
stock appreciation rights elections as aforesaid.  Any shares so received
shall continue to vest in accordance with the terms of your option grant.  In
lieu, in whole or in part, of any such exercise of your option rights, you
(or your legal representative as set forth above in the event of your death)
may make elections with respect to any limited stock appreciation rights
which were exercisable at the date you so ceased to be employed, or at the
date of such Disability, normal retirement or, with Company approval, early
retirement, or death, as the case may be, but in no event after the
expiration of the aforesaid sixty-day period from and after a Change of
Control or after the Expiration Date.

In the event that the Company (in connection with the disposition of all or
a portion of the stock of any subsidiary of the Company, the sale of stock by
any subsidiary or otherwise) no longer includes, or anticipates that it will
no longer include, your employer in the Company's consolidated federal income
tax return, the Company may in its discretion either terminate your rights
under this option as to shares or rights not theretofore purchased or
exercised or make such other provision with respect thereto as it shall deem
appropriate and equitable or in the interest of the Company.  In either such
case, the Company shall use reasonable efforts to provide you with sufficient
notice of such termination or other provision so as to afford you a
reasonable opportunity prior to the effectiveness thereof during which you
may elect to exercise any of your then-exercisable rights under this option.

In the event of a stock dividend or stock split of issued common shares of
the Company, the Company shall, and in the event of a combination or other
reduction in the number of issued common shares of the Company, or spin-off
or other distribution of any assets of the Company or any subsidiary or all
or any portion of the interest of the Company in any subsidiary to the
shareholders of the Company, the Company may, make such adjustments, if any,
in the number of unpurchased shares subject to this option, the exercise
price per share and the limited stock appreciation rights with respect
thereto, as it may in good faith determine to be appropriate and equitable.

In the event of a merger, consolidation, reorganization, sale or exchange of
substantially all assets, or dissolution of the Company (an "extraordinary
corporate transaction"):

(i)your rights under this option shall terminate as to shares or rights not
theretofore purchased or exercised except to the extent provided by the
Company or in the terms of the merger, consolidation, reorganization, or plan
for dissolution or sale or exchange of the assets;

(ii)appropriate and equitable provision shall be made, by the Company, in the
terms of the merger, consolidation, reorganization or plan for dissolution or
sale or exchange of the assets, or otherwise, with respect to your rights
under this option; and

(iii)for purposes of the foregoing clause (ii), in the case of any
extraordinary corporate transaction which is consummated six months or more
after the date of grant of this option, such appropriate and equitable
provision shall mean that either (a) appropriate and equitable provision
shall be made for the continuation and adjustment of the rights under this
option or (b) the Company shall be obligated to make adequate provision
(including without limitation (1) to the extent required, obtaining any
necessary approvals or consents by the shareholders, the Board of Directors
or any committee of the Board of Directors of the Company or any governmental
authority, and (2) if you are subject to Section 16(b) of the Exchange Act,
such action as may be required to assure that any amounts received by you are
not subject to recovery pursuant to Section 16(b)) to assure that either (x)
each installment of this option shall have accrued and been exercisable for
such period of time prior to consummation of such extraordinary corporate
transaction so as to afford you a reasonable opportunity prior to such
consummation during which you may elect to exercise any of your rights under
each installment of this option, or (y) upon consummation of such
extraordinary corporate transaction, you shall receive an amount, in cash,
with respect to each share subject to this option (whether or not the right
to purchase such share has then accrued) and for which you have not then made
payment or limited stock appreciation rights elections as aforesaid, at least
equal to the excess of the fair market value of such share, on the date of
such extraordinary corporate transaction, over the option price.  The fair
market value of common shares of the Company on the date of an extraordinary
corporate transaction shall be the simple arithmetic average of the mean
(adjusted to the next higher cent to eliminate any fractional cent) between
the high and low prices for the Company's common shares, as reported in a
summary of composite transactions for stocks listed on the New York Stock
Exchange, for each of the most recent ten days preceding such date for which
there were such reported transactions.

This option and the limited stock appreciation rights provided for herein
shall be exercisable during your lifetime only by you or your guardian or
legal representative and may not be sold, transferred (other than under terms
specified herein), pledged or otherwise assigned by you, expressly or by
operation of law, except in the event of your death, and then only to the
extent and subject to the provisions and conditions herein set forth.  Any
attempted sale, transfer, pledge or other disposition thereof by you shall be
void and shall constitute valid grounds for cancellation of this option and
the limited stock appreciation rights provided for herein by the Company.

You may transfer this option or a portion hereof in accordance with the terms
and conditions described in Appendix B.  As described in Appendix B, upon the
transfer of any portion of this option, certain features of this option
become null and void as to the transferred portion.

You are also prohibited from selling your option shares if you are in
possession of "confidential, material, non-public information" about Sears or
its affiliated companies.

This option is granted for the purpose of affording selected key employees an
opportunity to acquire a proprietary interest in the Company through stock
ownership.  However, any shares purchased pursuant hereto will be your sole
property, and the Company recognizes that you may find it necessary to sell
all or part of such shares for various reasons.

This option and the limited stock appreciation rights provided for herein
shall be of no force or effect and no rights hereunder shall exist after the
Expiration Date.




Sears, Roebuck and Co.

Arthur C. Martinez
Chairman and Chief Executive Officer


Appendix A

Certain Definitions

A "Change of Control" shall mean:

(a) The acquisition by any individual, entity or group (within the meaning of
Section 13 (d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as
amended [the "Exchange Act"] (a "Person") of beneficial ownership (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of
either (i) the then outstanding common shares of the Company (the
"Outstanding Company Common Shares") or (ii) the combined voting power of the
then outstanding voting securities of the Company entitled to vote generally
in the election of directors (the "Outstanding Company Voting
Securities");provided, however, that the following acquisitions shall not
constitute a Change of Control: (i) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a conversion
privilege); (ii) any acquisition by the Company or any of its subsidiaries;
(iii) any acquisition by any employee benefit plan (or any related trust)
sponsored or maintained by the Company of any of its subsidiaries; or (iv)
any acquisition by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or consolidation,
the conditions described in clauses (i), (ii) and (iii) of (c) below are
satisfied; or

(b) Individuals who, as of the date hereof, constitute the Board of Directors
of the Company (the "Board") (as of the date hereof, the "Incumbent Board")
cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to the
date hereof whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority of the directors
then comprising the Incumbent Board shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the Exchange Act) or
other actual or threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or

(c) Approval by the shareholders of the Company of a "Business Combination",
which shall mean a reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or consolidation, (i) more than
60% of, respectively, the then outstanding common shares of the corporation
resulting from such reorganization, merger of consolidation and the combined
voting power of the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is then beneficially
owned, directly or indirectly, by all or substantially all of the individuals
and entities who were the beneficial owners, respectively, of the Outstanding
Company Common Shares and Outstanding Company Voting Securities immediately
prior to such reorganization, merger or consolidation in substantially the
same proportions as their ownership, immediately prior to such
reorganization, merger or consolidation, of the Outstanding Company Common
Shares and Outstanding Company Voting Securities, as the case may be, 
(ii) no Person (excluding the Company, any of its subsidiaries, any employee
benefit plan (or related trust) sponsored or maintained by the Company, any
of its subsidiaries or such corporation resulting from such reorganization,
merger or consolidation and any Person beneficially owning, immediately prior
to such reorganization, merger or consolidation, directly or indirectly, 20%
or more of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding common shares
of the corporation resulting from such reorganization, merger or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (iii) at least a majority of the members of the board of
directors of the corporation resulting from such reorganization, merger or
consolidation were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such reorganization, merger
or consolidation: or



(d) Approval by the shareholders of the Company of (i) a complete liquidation
or dissolution of the Company or (ii) the sale or other disposition of all or
substantially all of the assets of the Company, other than to a corporation,
with respect to which following such sale or other disposition, (A) more then
60% of, respectively, the then outstanding common shares of such corporation
and the combined voting power of the then outstanding voting securities of
such corporation entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or substantially all
of the individuals and entities who were the beneficial owners, respectively,
of the Outstanding Company Common Shares and Outstanding Company Voting
Securities immediately prior to such sale or other disposition in
substantially the same proportion as their ownership, immediately prior to
such sale or other disposition, of the Outstanding Company Common Shares and
Outstanding Company Voting Securities, as the case may be, (B) no Person
(excluding the Company, any of its subsidiaries, and any employee benefit
plan (or related trust) sponsored or maintained by the Company, any of its
subsidiaries or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly,
20% or more of the Outstanding Company Common Shares or Outstanding Company
Voting Securities, as the case may be) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding common shares
of such corporation and the combined voting power of the then outstanding
voting securities of such corporation entitled to vote generally in the
election of directors and (C) at least a majority of the members of the board
of directors of such corporation were members of the Incumbent Board at the
time of the execution of the initial agreement or action of the Board
providing for such sale or other disposition of assets of the Company.

For purposes of the foregoing definition of "Change of Control", a
"subsidiary" of the Company shall mean any corporation in which the Company,
directly or indirectly, holds a majority of the voting power of such
corporation's outstanding shares of capital stock.

Appendix B

Stock Option Transferability Feature

The terms and conditions of the transferability feature of this option are as
follows:

(1) Only vested options may be transferred.

(2) The whole option or any portion of at least 1,000 optioned shares hereof
may be transferred.  However, the transferor may only make five transfers of
any one option.

(3) The transferor can transfer only to (a) any child, stepchild, grandchild,
parent, stepparent, grandparent, spouse, sibling, mother-in-law,
father-in-law, son-in-law, daughter-in-law, brother-in-law, sister-in-law of
the transferor, including any person so related to the transferor by legal
adoption ("Immediate Family Members"), (b) a trust or trusts for the
exclusive benefit of such Immediate Family Members, or (c) a partnership or
limited liability company in which Immediate Family Members are the only
partners or members, as the case may be.

(4) If the transferor dies before the transferee exercises the option, the
transferor's estate will be liable for applicable taxes.

(5) Upon exercise of the transferred option (or portion thereof), delivery of
shares by the Company to the transferee is contingent on the payment of all
applicable tax withholding by or on behalf of the transferor.

(6) Upon the transfer of all or any portion of this option, the following
features of the option will become null and void as they relate to the
transferred portion: (a) the right to subsequent transfers, (b) the right to
additional grants by paying the purchase price with previously-owned shares
(i.e. the reload feature), (c) the deferral of gains from the exercise of the
option pursuant to the terms of the Sears, Roebuck and Co. Deferred
Compensation Plan, and (d) the right to have shares withheld from the option
exercise to cover tax withholding (i.e., tax withholding rights).

Sears, Roebuck and Co. may modify, amend, suspend, or terminate this feature
at any time.