Exhibit 10.(iii)(11)






SUPPLEMENTAL RETIREMENT INCOME PLAN
As Amended Effective as of February 6, 1996 







February 6, 1996 

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

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

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

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

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

In the event a participant dies while employed by the Company after he has
attained age 55 and has completed ten or more years of continuous service,
then the monthly retirement amount which would become payable pursuant to the
terms of the Supplemental Retirement Income Plan shall be payable to the
person or persons designated by him pursuant to such election as he shall
have made from among the options provided for in Subsection 7.2 of Sears
Pension Plan.  Such monthly retirement amount shall commence with the first
day of the month following the month in which the participant's death occurs. 
A participant may elect for this purpose under the Supplemental Retirement
Income Plan an option other than the one he has elected for the purposes of
the Sears Pension Plan.  In the event a deceased participant had not elected
an option under the Supplemental Retirement Income Plan, the monthly
retirement amount shall be paid pursuant to any option elected under Sears
Pension Plan, or if no such option has been elected, then in the manner
provided pursuant to Subsection 6.2 of Sears Pension Plan.

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