Exhibit 99(i)


                      SEARS 401(k) PROFIT SHARING PLAN


            (As Amended and Restated Effective As of January 1,1998)



                                 SECTION 1

                                 General

1.1  History, Purpose and Effective Date.  Sears, Roebuck and Co. (the
"Company"), a New York corporation, has established the Sears 401(k) Profit
Sharing Plan (the "Plan"), formerly known as The Savings and Profit Sharing
Fund of Sears Employees, to encourage eligible employees to save a portion of
their earnings on a regular basis, to accumulate capital for their future
economic security, to share in the profits of the Company, and to acquire a
proprietary interest in the Company.  On December 20, 1989, an employee stock
ownership plan feature (the "ESOP") was added to the Plan.  The Plan consists
of a profit sharing plan with a cash-or-deferred arrangement which is
intended to qualify under sections 401(a) and 401(k) of the Internal Revenue
Code of 1986, as amended (the "Code"), and an employee stock ownership plan
which is intended to qualify (as a stock bonus plan) under sections 401(a)
and 4975(e)(7) of the Code.  The assets of the ESOP consist of the stock and
cash equivalents described in Supplement C and all other amounts attributable
to Employer Contributions and After-Tax Contributions, including Employer
Contributions and After-Tax Contributions made with respect to Plan Years
beginning before January 1, 1990.  The assets of the ESOP are invested
primarily in common shares of the Company ("Common Stock") which qualify as
"employer securities" within the meaning of section 409(l) of the Code. 
Except as expressly designated herein, the following provisions constitute an
amendment, restatement and continuation of the Plan as in effect immediately
prior to January 1, 1998, generally the "Effective Date" of the Plan as set
forth herein.  If a different effective date is set forth herein with respect
to a particular provision, that date shall determine when the amendment to
the Plan is effective with respect to that provision.

1.2  Related Companies and Employers.  The term "Related Company" means any
corporation or trade or business during any period during which it is, along
with the Company, a member of a controlled group of corporations or a
controlled group of trades or businesses, as described in sections 414(b) and
414(c), respectively, of the Code.  The Company and each Related Company
which adopts the Plan with the consent of the Company are referred to below
collectively as the "Employers" and individually as an "Employer", provided
that only a Related Company that is a corporation may participate in the
ESOP.

1.3  Plan Administration, Trust and Fiduciary Responsibility.  The authority
to control and manage the non-investment operations of the Plan is vested in
the Company, as more fully described in subsection 13.1.  Except as otherwise
expressly provided herein, the Company shall have the rights, duties and
obligations of an "administrator" as that term is defined in section 3(16)(A)
of the Employee Retirement Income Security Act of 1974, as amended (ERISA)
and of a "Plan Administrator" as that term is defined in section 414(g) of
the Code.  A committee comprised of one or more members appointed by the
Company to oversee the investment of the Plan's assets (the "Investment
Committee") has the authority and responsibility to appoint or select
trustees, custodians, investment managers and insurance companies to handle
Plan assets and to allocate assets to each of them, to determine the
advisability of establishing or modifying any Investment Fund made available
under the Plan, to establish investment guidelines, proxy voting policies and
securities trading procedures, and to monitor the investment performance of
the fiduciaries responsible for the investment of Plan assets.  The
Investment Committee has delegated some of the foregoing authority and
responsibility to Sears Investment Management Co. (SIMCO).  The Company, the
Investment Committee and SIMCO shall be "named fiduciaries", as described in
section 402 of ERISA, with respect to their authority under the Plan.  In
addition, each Participant in the Plan shall be a "named fiduciary" within
the meaning of section 402 of ERISA, to the extent that Common Stock or
shares of Morgan Stanley Dean Witter and Co. (MSDW) or The Allstate
Corporation (Allstate), whether or not allocated to his Accounts, are voted
or tendered according to the Participant's directions.  All assets of the
Plan will be held, managed and controlled by one or more trustees (the
"Trustee") acting under a "Trust" established pursuant to a "Trust Agreement"
which forms a part of the Plan.  The Company may also appoint an outside
recordkeeper (Recordkeeper) to maintain the records of Participants' Accounts
under the Plan and to handle other administrative matters.

1.4  Plan Year.  The term "Plan Year" means the twelve-consecutive-month
period beginning on each January 1 and ending on the following December 31.

1.5  Accounting Dates.  The term "Accounting Date" means each day on which
the New York Stock Exchange is open for business, as determined by the
Company in its sole discretion.

1.6  Applicable Laws.  The Plan shall be construed and administered in
accordance with the internal laws of the State of Illinois to the extent that
such laws are not preempted by the laws of the United States of America.

1.7  Gender and Number.  Where the context permits, words in any gender shall
include any other gender, words in the singular shall include the plural and
the plural shall include the singular.

1.8  Notices.  Any notice or document required to be filed with the Company
under the Plan will be properly filed if delivered or mailed, postage
prepaid, to the Company (or its delegate), at its principal executive
offices.  Any notice required under the Plan may be waived by the person
entitled to notice.

1.9  Form of Election and Signature.  Unless otherwise specified herein, any
election or consent permitted or required to be made or given by any
Participant or other person entitled to benefits under the Plan, and any
permitted modification or revocation thereof, shall be made in writing or
shall be given by means of such interactive telephone and/or computer system
as the Plan Administrator may designate from time to time as the sole vehicle
for executing regular transactions under the Plan (referred to generally
herein as the "Phone System").  Each Participant shall have a personal
identification number or "PIN" for purposes of executing transactions through
the Phone System, and entry by a Participant of his PIN (with his Social
Security Number) shall constitute his valid signature for purposes of any
transaction the Company determines should be executed by means of the Phone
System, including but not limited to, enrolling in the Plan, electing
contribution rates, making investment choices, executing loan documents (if
loans are permitted under the Plan), and consenting to a withdrawal or
distribution.  Any election made through the Phone System shall be considered
submitted to the Plan Administrator on the date it is electronically
transmitted, unless such transmission occurs after the applicable cut off
date, as determined by the Company in its sole discretion, for the Phone
System for that day, in which case it will be considered submitted on the
next day on which the New York Stock Exchange is open for business.

1.10  Evidence.  Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting
on it considers pertinent and reliable, and signed, made or presented by the
proper party or parties.

1.11  Action by Employers.  Any action required or permitted to be taken by
the Company or any other Employer which is a corporation shall be by
resolution of its Board of Directors or a duly authorized committee thereof,
or by a duly authorized officer of the Employer.  Any action required or
permitted to be taken by any Employer which is a partnership shall be by a
general partner of such partnership or by a duly authorized officer thereof.

1.12  Plan Supplements.  The provisions of the Plan as applied to any
Employer or any group of employees of any Employer may be modified or
supplemented from time to time by the Company by the adoption of one or more
Supplements'.  Each Supplement shall form a part of the Plan as of the
Supplement's effective date.  In the event of any inconsistency between a
Supplement and the Plan document, the terms of the Supplement shall govern.

1.13  Defined Terms.  Terms used frequently with the same meaning are defined
throughout the Plan.  The Index of Defined Terms attached hereto contains an
alphabetical listing of all such terms and the subsections in which they are
defined.


                                SECTION 2

                              Eligibility Service

2.1  Year of Eligibility Service.  Except as provided in subsection 2.3, an
employee will have a "Year of Eligibility Service" in accordance with the
following:

(a)A full-time employee will have a Year of Eligibility Service on the
anniversary of his date of hire by the Employers and Related Companies unless
his employment is interrupted by an absence of more than 12 months; in the
case of a full-time employee who is absent from service with the Employers
and Related Companies for more than 12 months, a Year of Eligibility Service
equals an aggregate of 365 days of employment with the Employers and Related
Companies.

(b)A part-time, seasonal or temporary employee will have a Year of
Eligibility Service at the conclusion of a Computation Period during which he
completes at least 1,000 Hours of Service (without the necessity of being
still employed on the last day of such period).  A "Computation Period" is
the initial 12-consecutive-month period commencing on the date an employee is
first credited with an Hour of Service and each subsequent 12-month period
commencing on the anniversary of the date he is first credited with an Hour
of Service (defined in subsection 2.3).  An individual's Computation Period
shall remain the same, notwithstanding an absence from employment, unless
such individual is treated as a new employee pursuant to subsection 2.2
(describing the rule of parity). 

For purposes of this Section 2, a "full-time employee" is an employee who is
regularly scheduled to work a full work week as determined by the rules
established for his work location, and a part-time, seasonal or temporary
employee is an employee who is not regularly scheduled to work a full week.

In the event that an individual changes status from a full-time to a
part-time, seasonal or temporary employee or vice-versa (whether in
connection with a termination of employment or otherwise) the following rules
shall apply, subject to the provisions of subsection 2.2.

(i)an employee who moves from part-time, seasonal or temporary status to
full-time status shall be credited with the greater of (A) the period of
service that would be credited under paragraph 2.1(a) during the Computation
Period in which the transfer occurs or (B) the service creditable under
paragraph 2.1(b) as of the date of transfer, in addition to any Years of
Eligibility Service already earned before the Computation Period in which the
transfer occurs; and

(ii)an employee who moves from full-time to part-time, seasonal or temporary
status shall receive credit for Hours of Service in the Computation Period in
which the transfer occurs, determined by multiplying 45 by the number of
weeks worked in any fractional part of a year credited under paragraph 2.1(a)
immediately prior to the transfer, in addition to any full Years of
Eligibility Service earned prior to the transfer. 

For purposes of the foregoing, the transfer will be deemed to have occurred
on the date the employee returns to work when the change in status occurs in
connection with an interruption of active employment.

2.2  Treatment as New Employee After Consecutive One Year Breaks in Service. 
If an employee who has never become a Participant (and therefore does not
have a nonforfeitable right to any benefit under the Plan) terminates
employment with the Employers and Related Companies, and the number of his
consecutive One Year Breaks in Service equals or exceeds seven (six in the
case of an individual whose first 12 months of a Maternity or Paternity
Absence are disregarded under subsection 2.4), then any Year of Eligibility
Service (and any eligibility service not yet constituting a Year of
Eligibility Service) earned prior to the first such One Year Break in Service
shall be erased and, if he is later employed or reemployed by an Employer or
a Related Company, he shall be considered a new employee for all purposes
under the Plan.  Notwithstanding the foregoing, an individual who was
employed by the Company or a Related Company before 1998 and who terminates
employment after having earned a Year of Eligibility Service but before
becoming a Participant by making contributions to the Plan shall retain his
Year of Eligibility Service regardless of the length of his absence.  The
foregoing exception shall not apply to any individual who was hired before
1998 but who terminates employment with the Employers and Related Companies
without having earned a Year of Eligibility Service.

2.3  Hour of Service.  The term "Hour of Service" means, with respect to any
employee, each hour for which he is paid or entitled to payment for the
performance of duties for an Employer or a Related Company or for which back
pay, irrespective of mitigation of damages, has been awarded to the employee
or agreed to by an Employer or a Related Company, subject to the following:

(a)An employee or Participant shall be credited with the number of regularly
scheduled working hours included in the time period on the basis of which
payment to the Employee is calculated (or, if the number of such hours is not
determinable, 8 Hours of Service per day (to a maximum of 40 Hours of Service
per week)) for any period during which he performs no duties for an Employer
or a Related Company (irrespective of whether the employment relationship has
terminated) by reason of a vacation, holiday, illness, incapacity (including
disability), layoff, jury duty, military duty or leave of absence but for
which he is directly or indirectly paid or entitled to payment by an Employer
or a Related Company; provided, however, that an employee or Participant
shall not be credited with more than 501 Hours of Service under this
paragraph (a) for any single continuous period during which he performs no
duties for an Employer or a Related Company.  Payments considered for
purposes of the foregoing sentence shall include payments unrelated to the
length of the period during which no duties are performed but shall not
include payments made solely as reimbursement for medically related expenses
or solely for the purpose of complying with applicable workmen's
compensation, unemployment compensation or disability insurance laws. 

(b)Hours of Service shall be calculated and credited pursuant to Department
of Labor Regulation section 2530.200b-2, which is incorporated herein by
reference.

2.4  One Year Break in Service.  Except with respect to an employee whose
absence from employment constitutes a Maternity or Paternity Absence or as
otherwise provided in this subsection 2.4, the term "One Year Break in
Service means the 12-consecutive-month period commencing on the earlier of

(a)the day an employee's employment with the Employers and Related Companies
is terminated for any reason, or

(b)in the event an employee is absent from service with the Employers and
Related Companies for any reason other than resignation, retirement,
discharge or death, the first anniversary of the first day of such period of
absence, if he is not paid or entitled to payment for the performance of
duties for an Employer or a Related Company during that 12-consecutive-month
period.  Any absence of less than 12 months shall be disregarded.  For
purposes of the foregoing, an employee or Participant who is absent on leave
of absence (as determined by his Employer's personnel policy) will be
considered to have been discharged on the date of his scheduled return to
work if he does not in fact return to work at the expiration of such leave.

An individual who is absent because of service in the U.S. Armed Forces will
begin a One Year Break in Service on the 91st day following his discharge
from military service, if he does not return to work within 90 days of such
discharge.

With respect to an individual whose absence from employment constitutes a
Maternity or Paternity Absence, the term One Year Break in Service means the
12-consecutive-month period commencing on the second anniversary of the first
day of such absence if he is not paid or entitled to payment for the
performance of duties for an Employer or a Related Company during that
12-consecutive-month absence.  The period between the first and second
anniversaries of the first day of a Maternity or Paternity Absence shall not
constitute a period of continuous Service.  The term Maternity or Paternity
Absence means an employee's or Participant's absence from work because of the
pregnancy of such individual, the birth of a child of such individual, the
placement of a child with such individual in connection with the adoption of
a child by such individual, or for purposes of caring for the child by such
individual immediately following such birth or placement.  The Plan
Administrator may require the employee or Participant to furnish such
information as it considers necessary to establish that such individuals
absence was a Maternity or Paternity Absence.

2.5   Military Absences.  Notwithstanding any other provision of the Plan to
the contrary, eligibility service shall be credited, and make-up
contributions shall be permitted (and made), as required by section 414(u) of
the Code.

2.6    Pre-Acquisition Service.  By written resolution of the most senior
executive of the Company with primary responsibility for employee benefit
matters, regardless of title (the Benefits Executive), or by the terms of a
stock or asset purchase agreement, merger agreement or other transaction
document executed by the Company, the Company may recognize pre-acquisition
service with, or pre-acquisition eligibility under a plan similar to the Plan
of, a company which becomes a Related Company or the assets of which are
acquired by a Related Company, for purposes of determining eligibility under
the Plan.  Such pre-acquisition service and/or eligibility shall be
calculated in such manner as the Benefits Executive in his sole discretion
shall determine.


                             SECTION 3

                       Participation in Plan

3.1    Eligibility for Participation.  Subject to the terms and conditions of
the Plan, each Eligible Employee who was a Participant in the Plan
immediately prior to the Effective Date will continue as such.  Each other
Eligible Employee will become a Participant in the Plan on the latest of (i)
the date he attains age 21, (ii) the first day following the date on which he
has completed one Year of Eligibility Service, and (iii) the effective date
of his election to participate in the Plan, provided he is still an Eligible
Employee on such date.  Each employee of an Employer is an "Eligible
Employee" for any period in which he satisfies all of the following
requirements:

(a)he belongs to a group of employees to whom participation in the Plan has
been extended by the Company,

(b)he is not a member of a collective bargaining unit, unless the Plan has
been extended to the collective bargaining unit under a currently effective
collective bargaining agreement,

(c)he is not a person employed outside the United States who is neither a
citizen nor a resident of the United States, and

(d)he does not perform services for an Employer under a contract, agreement
or arrangement that purports to treat him as either an independent contractor
or the employee of a leasing organization or agency, even if he is
subsequently determined (by judicial action or otherwise) to have instead
been a common law employee of such Employer.

For purposes of paragraph (a) above, all employees of an Employer will be
considered to belong to an eligible group unless the Company by written
action of the Benefits Executive designates certain groups of employees or
business units as ineligible to participate in the Plan.

Except as provided in subsection 2.2, if a Participant ceases to be an
Eligible Employee for any reason, including termination of employment, and he
again becomes an Eligible Employee, he will be eligible to recommence his
participation in the Plan immediately upon again becoming an Eligible
Employee.  In the event an employee of an Employer or a Related Company who
was not an Eligible Employee becomes an Eligible Employee, such employee will
immediately be eligible to commence participation in the Plan if he has
completed a Year of Eligibility Service and is at least age 21.

3.2  Commencement of Participation.  Each Eligible Employee is required to
make an election to participate in the Plan.  An Eligible Employee may elect
to commence participation in the Plan on the first day following the date he
has satisfied all of the eligibility requirements set forth in subsection
3.1.  If an Eligible Employee does not properly elect to commence
participation on such date, he may commence his participation on any day
thereafter.  Any such election will be effective with the first payroll that
is administratively feasible following such election.

3.3  Inactive Participation.  If an individual ceases to meet the eligibility
requirements of subsection 3.1, such individual shall be considered an
inactive Participant in the Plan as long as any amount is credited to his
Accounts under the Plan, and:

(a)no contributions shall be made by or for him under Section 4 or Section 5;
and

(b)except as otherwise expressly provided herein, he may not make a
withdrawal under Section 10 after he ceases to be an employee of an Employer
or a Related Company.

3.4  Plan Not Contract of Employment.  The Plan does not constitute a
contract of employment, and participation in the Plan will not give any
employee or Participant the right to be retained in the employ of any
Employer nor any right or claim to any benefit under the Plan, unless such
right or claim has specifically accrued under the terms of the Plan.

3.5  Leased Employees.  If a person satisfies the requirements of section
414(n) of the Code and applicable Treasury regulations for treatment as a
"Leased Employee", such Leased Employee shall not be eligible to participate
in this Plan but, to the extent required by section 414(n) of the Code and
applicable Treasury regulations, such person shall be treated as if the
services performed by him in such capacity were performed by him as an
employee of a Related Company which has not adopted the Plan; provided,
however, that no such service shall be credited for any period during which
not more than 20% of the non-Highly Compensated workforce of the Employers
and the Related Companies consists of Leased Employees and the Leased
Employee is a participant in a money purchase pension plan maintained by the
leasing organization which (i) provides for a non-integrated employer
contribution of at least 10 percent of compensation, (ii) provides for full
and immediate vesting, and (iii) covers all employees of the leasing
organization (beginning with the date they become employees), other than
those employees excluded under section 414(n)(5) of the Code.  For purposes
of this subsection 3.5, "Highly Compensated" shall have the meaning set forth
in subsection 8.12.


                              SECTION 4

               Pre-Tax, After-Tax and Rollover Contributions

4.1  Pre-Tax Contributions.  Subject to the limitations set forth in
subsections 4.3 and 4.8 and Section 8 and such additional rules as the
Company from time to time may establish on a uniform and nondiscriminatory
basis, for any payroll period a Participant may elect to have his Eligible
Compensation reduced by a whole percentage, and a corresponding amount
contributed on his behalf to the Plan by his Employer as a "Pre-Tax Contribu-
tion", which amount shall not be less than 1 percent nor more than 21 percent
of his Eligible Compensation (as defined in subsection 4.7) for that payroll
period.  Any election pursuant to this subsection 4.1 shall be effective as
soon after it is entered into the Phone System as is administratively
feasible.

4.2  After-Tax Contributions.  Subject to the limitations set forth in
subsections 4.3 and 4.8 and Section 8 and such additional rules as the
Company from time to time may establish on a uniform and nondiscriminatory
basis, for any payroll period a Participant may elect to make "After-Tax
Contributions" to the Plan through payroll deductions in a whole percentage
that is not less than 1 percent nor more than 10 percent of his Eligible
Compensation for that payroll period, but which for any Plan Year does not
exceed $15,000.  Any election pursuant to this subsection 4.2 shall be
effective as soon after it is entered into the Phone System as is
administratively feasible.

4.3  Total Pre-Tax and After-Tax Contributions.  Notwithstanding the
foregoing provisions of this Section 4, Pre-Tax Contributions made on behalf
of a Participant and After-Tax Contributions made by such Participant for any
payroll period may not together exceed 21 percent of his Eligible
Compensation for such payroll period.

4.4  Payment of Pre-Tax and After-Tax Contributions.  Pre-Tax Contributions
and After-Tax Contributions shall be paid to the Trustee by the Employer on
the earliest date on which such contributions can be reasonably and
accurately segregated from the Employer's general assets with appropriate
data confirmation to ensure proper crediting.

4.5  Modification, Discontinuance and Resumption of Pre-Tax or After-Tax
Contributions.  Subject to such rules and restrictions as the Company may
establish on a uniform and nondiscriminatory basis, a Participant may adjust
his Pre-Tax and/or After-Tax Contributions prospectively by entering into the
Phone System, prior to the time such change is to be effective, an election
to make any of the changes listed below: 

(a)change his Pre-Tax and/or After-Tax Contribution rates within the limits
specified above;

(b)discontinue making Pre-Tax and/or After-Tax Contributions; or

(c)resume making Pre-Tax and/or After-Tax Contributions.

4.6  Rollover Contributions.  A Participant may make a Rollover Contribution
(as defined below) to the Plan, in cash, subject to the determination of the
Company that such rollover satisfies the requirements of this subsection 4.6. 
Before approving a rollover, the Company may request from the Participant any
documents which the Company, in its discretion, deems necessary.  The term
"Rollover Contribution" means a rollover contribution of all or part of a
distribution which, under applicable provisions of the Code, is permitted to
be rolled over to a qualified plan.  In no event shall a Participant  be
permitted to make a Rollover Contribution of any amounts previously
contributed to another plan by the Participant on an after-tax basis.

4.7  Compensation and Eligible Compensation.  The Plan takes into account
different items of compensation paid to Participants and Eligible Employees
for different purposes.  Generally, all items of taxable compensation are
divided into the following five categories:

(a)regular pay, which includes (but is not limited to) hourly wages, salary,
shift differential, standby pay, normal vacation pay, Sunday premium pay,
business training pay;

(b)special pay, which includes (but is not limited to) vacation pay paid in
a lump sum, taxable moving allowances and any related tax gross-up,
merchandise and trip awards, cash prizes, tuition reimbursement, sign-up
bonuses, WOW bonuses, finders fees;

(c)annual bonus and regular incentive pay;

(d)deferred compensation, including amounts paid to or from any nonqualified
deferred compensation plan sponsored by the Employers and Related Companies
or any long-term incentive plan; and

(e)gain from the exercise of a nonqualified stock option or the lapsing of a
restriction on Company stock awards.

All items in categories (a) and (c) that are paid to a Participant during a
Plan Year or that would have been paid to a Participant during such Plan Year
but for his Pre-Tax Contribution election under this Plan (or any other cash
or deferred arrangement maintained by the Employers and Related Companies) or
his salary reduction election under a cafeteria plan (within the meaning of
section 125 of the Code) maintained by an Employer or Related Company,
constitute Eligible Compensation for such Plan Year.  All items in
categories (a), (b), and (c) (determined prior to any such pre-tax or salary
reduction election) are considered to constitute "Compensation" within the
meaning of Treas. Reg. Sec. 1.415-2(d) and sections 414(s) and 414(q) of the
Code for purposes of applying the limits of Section 8 of the Plan.  Items in
categories (d) and (e) are not taken into account for any purpose under the
Plan.  Notwithstanding the foregoing, the term Eligible Compensation shall
not include amounts paid after the date shown as the Participant's
termination date on his Employers payroll records.

4.8  Limitation on Compensation Taken Into Account For Any Plan Year.  Only
Eligible Compensation not exceeding the limit set forth in section 401(a)(17)
of the Code may be taken into account under Section 4 or 5 of the Plan. 

4.9  Residents of Puerto Rico.  Participants who are residents of Puerto Rico
may not make contributions on a pre-tax basis.  Such Participants may make
only After-Tax Contributions from 1 percent through 10 percent, in whole
percentages, of Eligible Compensation.  However, in no event shall such a
Participant's After-Tax Contributions for a Plan Year exceed $22,000.  For
purposes of subsections 5.1 and 5.8, such a Participant's After-Tax
Contributions of up to the lesser of 5 percent of Eligible Compensation or an
amount equal to the maximum amount of Pre-Tax Contributions permitted in
accordance with subsection 4.1 will be treated in the same manner as Pre-Tax
Contributions under the Plan.  Any After-Tax Contributions in excess of the
preceding limitations shall be treated as After-Tax Contributions for all
purposes of the Plan.  Accounting for such Participants, and other
limitations of the Plan, shall be adjusted to reflect this fact.


                                 SECTION 5

                           Employer Contributions

5.1  Amount of Employer Contribution.  Subject to the terms and conditions of
the Plan, including Supplement C hereof, for each fiscal year of the Company,
the "Employer Contribution" to the Plan for the Plan Year which ends with or
within each such fiscal year shall be an amount equal to the lesser of (a) 70
percent of the Pre-Tax Contributions made on behalf of Participants for such
Plan Year that do not exceed 5 percent of their Eligible Compensation, or
(b) the amount determined in accordance with subsection 5.2 for such fiscal
year; provided, however, that the Employer Contribution otherwise required
under this subsection 5.1 for any Plan Year shall be reduced by the Fair
Market Value (determined as of December 31 of that Plan Year) of the ESOP
Common Stock allocated to the Accounts of Participants in accordance with
paragraph C-8(b) of Supplement C.  The Employer Contribution shall be
allocated to Participants' Accounts in accordance with the provisions of
subsection

5.8.    For general valuation purposes the term Fair Market Value means the
closing price on the New York Stock Exchange for that day or the next
preceding business day; for purposes of allocating shares released from the
ESOP Suspense Account, Fair Market Value has the meaning set forth in
subsection C-10.

5.2  Limitations on Amount of Employer Contribution.  In no event shall the
Employer Contribution for any Plan Year ending within a fiscal year exceed an
amount equal to (a) 6 percent of the sum of (i) the Net Income of the Company
for such fiscal year and (ii) an amount designated by the Company in its sole
discretion, which amount shall be no greater than the amount determined by
the Company to be the total direct and indirect expenses of the Company and
the employers for such fiscal year attributable in whole or in part to the
maintenance of the Plan, less (b) the amount determined under clause (ii)
above.

5.3  Definition of Net Income of the Company.  The term "Net Income of the
Company" for any fiscal year of the Company shall mean the net income of the
Company and the Employers for the portion of the year in which they
participate in the Plan as adjusted to exclude the following: (a) gains or
losses on the disposition of investments in subsidiaries which do not
participate in the Plan; (b) provision for federal income tax; and (c)
provision for Plan expense.

5.4  Medium of Employer Contribution.  The Employer Contribution will be made
either in cash or in Common Stock, or partially in each.  Except as provided
in subsection 5.1, any Common Stock comprising a portion of the Employer
Contribution shall be valued at the Fair Market Value thereof at the date or
dates on which any contribution in that form is made.

5.5  Time of Employer Contribution.  The Employer Contribution will be made
annually as soon after the end of each fiscal year as an audit of that year's
operations of the Company and the Employers will permit, but an Employer, at
its option, may at any time or times before the end of its fiscal year or
prior to the completion of such audit, make advancements to the Plan, either
in cash or in Common Stock, or partially in each, in anticipation of such
Employer's share of the Employer Contribution for such fiscal year.  If the
total of any such advancements exceeds such Employer's share of the Employer
Contribution for such fiscal year, as determined under subsection 5.6, such
excess may be repaid by the Plan to the Employer making such excess
advancements in accordance with paragraph (b) of Section 12.  Any Employer
Contribution that is made to the Plan after the last day of a Plan Year, but
on or before the due date (including extensions thereof) for the filing of
the federal income tax return of the Company for the tax year in which the
last day of such Plan Year occurs, may be designated by the Employers as an
Employer Contribution with respect to such Plan Year.

5.6  Allocation of Employer Contribution To Employers.  The share of each
Employer in the Employer Contribution for any fiscal year shall equal the
total sum credited out of such contributions to the Accounts of all Plan
Participants who are employees of such Employer on the date as of which the
contribution is credited.

5.7  Determination of Net Income of the Company.  The determination of Net
Income of the Company shall be made, except as otherwise expressly provided,
in conformity with generally accepted accounting principles effective at the
close of each fiscal year.  The firm of independent certified public
accountants selected by the Company to make the annual examination of the
Company's financial statements shall certify the amount of Net Income of the
Company for purposes of the Plan, and such certification shall be conclusive
on all persons.

5.8  Allocation of Employer Contribution Among Participants.  Subject to the
terms and conditions of the Plan, the Employer Contribution for a Plan Year
will be allocated among and credited to the Accounts of Participants who made
Pre-Tax Contributions during such Plan Year and who either

(a)were in the employ of the Employers and Related Companies on December 31
of such Plan Year; or

(b)terminated employment with all Employers and Related Companies on or after
attainment of age 55  and completion of 10 or more years of continuous
service with the Employers, measured from the service date shown on the last
Employer's payroll records,

provided that the Company, by written action of the Benefits Executive, may
waive the requirement of paragraph (a) above in the case of Participants who
are employed by an Employer or a business unit which is sold to or merged or
combined with another entity or otherwise disposed of in a business
transaction and whose employment is terminated because of such transaction,
as determined by such Benefits Executive in his sole discretion.

Such allocation shall be made pro rata, according to the amount of each such
Participant's Pre-Tax Contribution (not in excess of 5% of Eligible
Compensation) for that year.

5.9    Qualified Matching Contributions.  For each Plan Year any Employer
may, but shall not be required to, contribute an additional percentage of the
Pre-Tax Contributions made on behalf of Participants employed by such
Employer who are not Highly Compensated (as defined in subsection 8.12).  Any
contribution made pursuant to this subsection 5.9 shall be referred to
hereinafter as a "Qualified Matching Contribution".  At the discretion of the
Company, Qualified Matching Contributions may be tested under subsection 8.7
or 8.9 in accordance with applicable Treasury regulations.

5.10    Limitations on Amount of Employer Contributions.  In no event shall
the sum of any Pre-Tax Contributions, Employer Contribution and Qualified
Matching Contributions made by an Employer for any Plan Year exceed the
limitations imposed by Section 404 of the Code on the maximum amount
deductible on account thereof by the Employer for that year.
5.11    Payment of Employer Contributions.  Each Employer's contributions
under the Plan (other than Pre-Tax Contributions) for any Plan Year shall be
paid to the Trustee, without interest, no later than the time prescribed by
law for filing the Employer's federal income tax return, including any
extensions thereof.


                              SECTION 6

                    Investment of the Trust Fund

6.1    Investment Funds.  The Investment Committee shall establish and cause
the Trustee to maintain one or more "Investment Funds" or "Funds" for the
investment of Participants' Accounts.  The Investment Committee in its
discretion may add additional Investment Funds, may delete any Investment
Fund or may change the investment strategy or categories of permitted
investments of any Investment Fund without prior notice to Participants.  One
of the Investment Funds shall be a "Company Stock Fund" invested in Common
Stock of the Company and, until January 1, 1999, in the MSDW and Allstate
stock received as dividends on such Common Stock, and cash or cash
equivalents held for liquidity purposes.  All MSDW and Allstate stock held
within the Company Stock Fund must be withdrawn or liquidated and the
proceeds transferred to another Investment Fund by Participants no later than
December 31, 1998.  If a Participant does not take appropriate action to
divest his Accounts of his interest in Allstate and MSDW shares by December
31, 1998, all such shares shall be liquidated by the Trustee (over such
period as the Trustee deems appropriate) and the proceeds reinvested in the
Investment Fund designated by the Company for that purpose.

6.2    Investment Fund Accounting.  The Company shall maintain or cause to be
maintained separate subaccounts for each Participant in each of the
Investment Funds to separately reflect his interest in each such Fund and the
portion of such interest that is attributable to each of his Accounts.  The
Company, in its sole discretion, may establish uniform rules for reporting
the value of each such subaccount, including but not limited to using a
"unit" measurement to reflect each Participants interest in an Investment
Fund that has the effect of blending the value of the cash or cash
equivalents that comprise part of that Fund with the value of the securities
in which the Fund is primarily invested.

6.3    Investment Fund Elections.  At the time that a Participant enrolls in
the Plan he may specify the percentage, in increments of 1%, of contributions
subsequently credited to his Accounts that are to be invested in each of the
Investment Funds in accordance with uniform rules established by the Company. 
Any such investment direction shall be deemed to be a continuing direction
until changed by the Participant.  During any period in which no such
direction has been given in accordance with rules established by the Company,
contributions credited to a Participant shall be invested in the Investment
Funds as determined by the Company.  A Participant may modify his investment
direction prospectively by using the Phone System prior to the effective time
of the change in accordance with uniform rules established by the Company.

The Plan is intended to satisfy the requirements of section 404(c) of ERISA
with respect to Participants' investment elections.  To the extent permitted
by law, neither the Company, the Investment Committee, the Trustee, SIMCO nor
any other fiduciary of the Plan shall be liable for any loss resulting from
a Participants exercise of his right to direct the investment of his
Accounts.

6.4    Transfers Between Investment Funds.  Subject to uniform rules
established by the Company, each Participant may elect to transfer,
prospectively, the value of his Accounts held in any Investment Fund to any
other Investment Fund then made available to such Participant.  Any such
election shall be made by entering it into the Phone System prior to the time
it is to be effective in accordance with uniform rules established by the
Company.  Notwithstanding the foregoing, amounts attributable to Employer
Contributions invested in the Company Stock Fund may not be transferred to
any other Investment Fund, except as provided in subsection C-9.

6.5   Liquidity.  In order to accommodate investment changes and other
elections by Participants in a timely manner, a certain portion of each of
the Investment Funds may be held in cash or cash equivalents.  The percentage
of assets held in each Investment Fund in cash or cash equivalents may differ
from Fund to Fund and from time to time, as considered appropriate by the
Investment Committee (or its delegate).  The rate of return of each
Investment Fund will be a combination of the short term earnings (or losses)
on the cash portion of the Fund and the earnings (or losses) of the
securities or other investments in which such Fund is primarily invested,
determined in accordance with uniform rules established by the Investment
Committee (or its delegate).

6.6   Voting and Tendering of Common Stock and Shares of Allstate and MSDW. 
Notwithstanding any other provisions of this Plan:

(a)Effective January 1, 1999, Common Stock held by the Trustee shall be voted
as follows:

(i)Before each meeting of the Company's shareholders, each Participant shall
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 Accounts under the Plan on the Accounting Date coinciding with
or next 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.

(ii)Common Stock for which the Trustee does not receive timely voting
directions, including those shares which are not allocated to Participants'
Accounts, shall be voted in the same proportion as all Common Stock held
under the Plan (including shares held in a separate trust fund) with respect
to which directions are received by the Trustee.

(b)Tender and exchange rights with respect to Common Stock held by the
Trustee shall be exercised as follows:

(i)Each Participant shall be furnished 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 Accounts.  Common Stock as to which the Trustee has received timely
instructions shall be tendered or exchanged in accordance with such
instructions.

(ii)Common Stock allocated to Participants' Accounts for which instructions
are not timely received shall not be tendered or exchanged.

(iii)Shares of Common Stock which are not allocated to Participants' Accounts
shall be tendered or exchanged by the Trustee in its sole discretion.

(c)The Company and the Trustee shall take all reasonable steps necessary to
assure that Participants' individual directions shall remain confidential. 
Notwithstanding the foregoing, the Trustee shall provide such information
with respect to the tender or exchange of Company Shares as an independent
record keeper may require for operation of the Plan, if the recipient of such
information agrees to keep such information confidential.

(d)The Trustee shall execute such ballots, proxies or other instruments as
may be necessary or desirable in order to effectuate the provisions of this
subsection 6.6.

(e)Voting, tender and exchange rights with respect to shares of Allstate and
MSDW 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 subsection
6.6.


                                 SECTION 7

                              Plan Accounting

7.1    Participants' Accounts.  The Company shall maintain the following
"Accounts" in the name of each Participant:

(a)an "Employer Contribution Account," which shall reflect Employer
Contributions, if any, made on his behalf and the income, losses,
appreciation and depreciation and expenses attributable thereto;

(b)a "Pre-Tax Account," which shall reflect Pre-Tax Contributions, if any,
made on his behalf and the income, losses, appreciation, depreciation and
expenses attributable thereto;

(c)an "After-Tax Account," which shall reflect After-Tax contributions made
by the Participant and the income, losses, appreciation, depreciation and
expenses attributable thereto;

(d)a "Qualified Matching Account," which shall reflect Qualified Matching
Contributions, if any, made on his behalf, and the income, losses,
appreciation, depreciation and expenses attributable thereto; 

(e)a "Rollover Account," which shall reflect Rollover Contributions, if any,
made by him and the income, losses, appreciation, depreciation and expenses
attributable thereto.

In addition, the Company may maintain subaccounts within the Pre-Tax and
After-Tax Accounts to distinguish contributions (and the earnings thereon)
eligible to be matched from contributions (and the earnings thereon) above
the matching limit, as well as subaccounts to reflect balances transferred to
this Plan from another qualified plan that are subject to special rules.  The
Accounts and subaccounts provided for in this subsection 7.1 shall be for
accounting purposes only, and there shall be no segregation of assets within
the Investment Funds among the separate Accounts.  Reference to the "balance"
in a Participant's Accounts means the aggregate of the balances in the
subaccounts maintained in the Investment Funds attributable to those
Accounts.

7.2    Allocation of Fund Earnings and Changes in Value.  As of each
Accounting Date, interest, dividends and changes in value in each Investment
Fund since the preceding Accounting Date shall be allocated to each
Participant's subaccounts invested in such Investment Fund by adjusting
upward or downward the balance of his subaccounts invested in such Investment
Fund in the ratio which the subaccounts of such Participant invested in such
Investment Fund bears to the total of the subaccounts of all Participants
invested in such Investment Fund as of such Accounting Date, excluding
therefrom, for purposes of this allocation only, all Pre-Tax, After-Tax,
Employer, Qualified Matching and Rollover Contributions received since the
preceding Accounting Date, so that the total of the subaccounts of all
Participants in each Investment Fund shall equal the total value of such fund
(exclusive of such contributions) as determined by the Trustee in accordance
with uniform procedures consistently applied.  The Plan will use a daily
valuation system, which generally shall mean that Accounts will be updated
each business day to reflect activity for that day, such as new contributions
received by the Trustee, changes in Participants' investment elections, and
changes in the unit value of the Investment Funds under the Plan.  Such daily
valuation is dependent upon the Plan's recordkeeper receiving complete and
accurate information from a variety of different sources on a timely basis. 
Since events may occur that cause an interruption in this process, affecting
a single Participant or a group of Participants, there shall be no guarantee
by the Plan that any given transaction will be processed on the anticipated
day.  In the event of any such interruption, any affected transaction will be
processed as soon as administratively feasible and no attempt shall be made
to reconstruct events as they would have occurred absent the interruption,
regardless of the cause, unless the Company in its sole discretion directs
the Plan's recordkeeper to do so.

7.3    Allocation and Crediting of Contributions.  Subject to the provisions
of Section 8, contributions shall be allocated and credited as follows:

(a)Pre-Tax, After-Tax, and Rollover Contributions made on behalf of a
Participant shall be credited to that Participant's appropriate Accounts as
of the Accounting Date coinciding with the day such contribution is received
by the Trustee with verified data; and

(b)As of the last day of each Plan Year, Employer Contributions and any
Qualified Matching Contributions made by an Employer for that year shall be
allocated as of the last day of that year by such Employer in accordance with
subsections 5.8 and 5.9.

Notwithstanding the foregoing, unless the Company establishes uniform rules
to the contrary, contributions made to the Plan shall share in the gains and
losses of the Investment Funds only when actually made to the Trustee.

7.4    Correction of Error.  In the event of an error in the adjustment of a
Participant's Accounts, the Company, in its sole discretion, may correct such
error by either crediting or charging the adjustment required to make such
correction to or against income and expenses of the Trust for the Plan Year
in which the correction is made or the Employer may make an additional
contribution to permit correction of the error.  Except as provided in this
subsection 7.4, the Accounts of other Participants shall not be readjusted on
account of such error.

7.5    Statement of Plan Interest.  As soon as practicable after the last day
of each Plan Year and at such other intervals as the Company may determine,
the Company shall provide each Participant with a statement reflecting the
balances of his Accounts.  Each Participant is responsible for reviewing his
statement and any Participant who discovers an error shall bring it to the
attention of the Company within 90 days of receipt of the statement.  If a
Participant does not bring errors in his statement to the attention of the
Company within 90 days of receipt of his statement, the Participant will be
deemed to have confirmed the accuracy of the statement.


                                  SECTION 8

            Limitations on Compensation, Contributions and Allocations

8.1    Reduction of Contribution Rates.  To conform the operation of the Plan
to sections 401(a)(4), 401(k)(3), 401(m)(2), 402(g) and 415(c) of the Code,
the Company may establish limits on the Pre-Tax and After-Tax Contribution
rates that may be elected by Participants, may unilaterally modify or revoke
any Pre-Tax or After-Tax Contribution election made by a Participant pursuant
to subsections 4.1 and 4.2, and may reduce the share of the Employer
Contribution (even to zero) allocable to any Participant as a match pursuant
to subsection 5.8.  In the event that the Company determines, prior to the
end of a Plan Year, that the limits it has imposed on Highly Compensated
Participants to ensure compliance with sections 401(k)(3) and 401(m)(2) are
more restrictive than necessary based upon preliminary testing results, the
Company in its discretion may modify such limits prospectively and may also
permit affected Participants to make additional contributions from Eligible
Compensation payable during the remainder of such year, provided that no such
Participant may contribute more, on an annual basis, than the effective
annual rate of contribution permitted for Highly Compensated Participants as
a group, applied against the maximum amount of Eligible Compensation
permitted to be taken into account for that Plan Year under section
401(a)(17) of the Code.

8.2    Compensation for Limitation/Testing Purposes.  Compensation as defined
in subsection 4.7, shall be used in applying the limits set forth in this
Section 8, provided that for purposes of subsections 8.3 and 8.12
Compensation for the entire Plan Year shall be used, but for purposes of
subsection 8.7 and 8.9 only Compensation paid after an individual becomes
eligible to participate in the Plan shall be used.

8.3    Limitations on Annual Additions.  Notwithstanding any other provisions
of the Plan to the contrary, a Participant's Annual Additions (as defined
below) for any Plan Year shall not exceed an amount equal to the lesser of:

(a)$30,000 (as adjusted for cost-of-living increases under section 415(d) of
the Code); or

(b)25 percent of the Participant's Compensation for that Plan Year,
determined without regard to the limitation under section 401(a)(17) of the
Code, and calculated as if each Section 415 Affiliate (defined below) were a
Related Company,

reduced by any Annual Additions for the Participant for the Plan Year under
any other defined contribution plan of an Employer or a Related Company or
Section 415 Affiliate, provided that, if any other such plan has a similar
provision, the reduction shall be pro rata.  The term "Annual Additions"
means, with respect to any Participant for any Plan Year, the sum of all
contributions allocated to a Participant's Accounts under the Plan for such
year, excluding Rollover Contributions and any Pre-Tax Contributions that are
distributed as excess deferrals in accordance with subsection 8.6, but
including any Pre-Tax, After-Tax or Employer Contributions treated as excess
contributions or excess aggregate contributions under subsections 8.8, 8.10
and 8.11.  A Participant's Annual Additions with respect to Supplement C
allocations shall be determined solely on the basis of contributions thereto
without regard to the value of ESOP Common Stock released from the Suspense
Account and, if no more than one third of the Employer Contributions which
are deductible under section 404(a)(9) of the Code by reason of their
application to make payments on an ESOP Loan are allocated to
Highly-Compensated Participants, a Participant's Annual Additions shall not
include any share of an Employer Contribution which is deductible under
section 404(a)(9)(B) of the Code by reason of its application to the payment
of interest on an ESOP Loan.  The term Annual Additions shall also include
employer contributions allocated for a Plan Year to any individual medical
account (as defined in section 415(l) of the Code) of a Participant and any
amount allocated for a Plan Year to the separate account of a Participant for
payment of post-retirement medical benefits under a funded welfare benefit
plan (as described in section 419A (d)(2) of the Code), which is maintained
by an Employer or a Related Company or Section 415 Affiliate.  "Section 415
Affiliate" means any entity that would be a Related Company if the ownership
test of section 414 of the Code was "more than 50%" rather than "at least
80%".

8.4    Excess Annual Additions.  If, as a result of a reasonable error in
estimating a Participant's Compensation, a reasonable error in determining
the amount of Pre-Tax Contributions that may be made with respect to a
Participant under the limits of section 415 of the Code or such other
mitigating circumstances as the Commissioner of Internal Revenue shall
prescribe, the Annual Additions for a Participant for a Plan Year exceed the
limitations set forth in subsection 8.3, the excess amounts shall be treated,
as necessary, in accordance with Treas. Reg. Sec. 1.415-6(b)(6)(ii), after any
After-Tax Contributions, and then any Pre-Tax Contributions, and any income,
losses, appreciation or depreciation attributable to the foregoing, are first
returned to the Participant to reduce the excess amount.

8.5    Combined Plan Limitation.  If a Participant also participates in any
defined benefit plan (as defined in section 415(k) of the Code) maintained by
an Employer or a Related Company or Section 415 Affiliate, the aggregate
benefits payable to, or on account of, the Participant under such plan
together with this Plan will be determined in a manner consistent with
section 415(e) of the Code, to the extent applicable for Plan Years before
January 1, 2000.  The benefit provided for the Participant under the defined
benefit plan shall be adjusted to the extent necessary so that the sum of the
"defined benefit fraction" and the "defined contribution fraction" (as such
terms are defined in section 415(e) of the Code and applicable regulations
thereunder) calculated with regard to such Participant does not exceed 1.0. 
For purposes of this subsection 8.5, all qualified defined benefit plans
(whether or not terminated) of the Employers, Related Companies and Section
415 Affiliates shall be treated as one defined benefit plan.

8.6    Annual Limit on 401(k) Deferrals.  In no event shall the Pre-Tax
Contributions for a Participant under the Plan and any other elective
deferrals (as defined in section 402(g)(3) of the Code) under any other
cash-or-deferred arrangement maintained by an Employer or a Related Company
for any taxable year exceed the maximum amount as may be permitted under
section 402(g) of the Code.  If during any taxable year a Participant is also
a participant in any other cash-or-deferred arrangement, and if his elective
deferrals made under such other arrangements together with his Pre-Tax
Contributions made under the Plan exceed the maximum amount permitted for the
Participant for that year under section 402(g) of the Code, the Participant,
not later than March 1 following the close of such taxable year, may request
the Company to direct the Trustee to distribute all or a portion of such
excess to him, with any gains or losses allocable thereto for that Plan Year
determined in accordance with any reasonable method adopted by the Company
for that Plan Year that either (i) conforms to the accounting provisions of
Section 7 and is consistently applied to the distribution of excess
contributions under this subsection 8.6 and subsections 8.8, 8.10 and 8.11 to
all affected Participants, or (ii)satisfies any alternative method set forth
in applicable Treasury regulations.  Any such request shall be in writing and
shall include adequate proof of the existence of such excess, as determined
by the Company in its sole discretion.  If the Company is so notified, such
excess amount shall be distributed to the Participant no later than the April
15 following the close of the Participant's taxable year.  In addition, if
the applicable limitation for a Plan Year happens to be exceeded with respect
to this Plan alone, or this Plan and another plan or plans of the Employers
and Related Companies, the Company shall direct such excess Pre-Tax
Contributions (with allocable gains or losses) to be distributed to the
Participant as soon as practicable after the Plan Administrator is notified
of the excess deferrals by an Employer or the Participant, or otherwise
discovers the error (but no later than the April 15 following the close of
the Participant's taxable year).  Notwithstanding the foregoing provisions of
this subsection 8.6, the dollar amount of any distribution due hereunder
shall be reduced by the dollar amount of any Pre-Tax Contributions previously
distributed to the same Participant pursuant to subsection 8.8; provided,
however, that for purposes of subsections 8.3 and 8.7, the correction under
this subsection 8.6 shall be deemed to have occurred before the correction
under subsection 8.8.

8.7    Section 401(k)(3) Testing.  For any Plan Year beginning on or after
January 1, 1997, the amount by which the average of the Deferral Percentages
(as defined below) for that Plan Year of each eligible employee who is Highly
Compensated for that Plan Year (the "Highly Compensated Group Deferral
Percentage") exceeds the average of the Deferral Percentages for that Plan
Year of each eligible employee who is not Highly Compensated for that Plan
Year (the "Non-highly Compensated Group Deferral Percentage"), shall be less
than or equal to either (i) a factor of 1.25 or (ii) both a factor of 2 and
a difference of 2.  The "Deferral Percentage" for any eligible employee for
a Plan Year shall be determined by dividing his Pre-Tax Contributions (and
Qualified Matching Contributions, if applicable) for that Plan Year by his
Compensation for that Plan Year (measured from the date he first becomes
eligible to participate in the Plan and not the date he actually becomes a
Participant), subject to the following special rules:

(a)any employee eligible to participate in the Plan at any time during a Plan
Year in accordance with subsection 3.1 (without regard to any suspension
imposed by any other provision hereunder) shall be counted, whether or not
any Pre-Tax Contributions are made on his behalf for the year;

(b)the Deferral Percentage for any Highly Compensated Participant who is
eligible to participate in the Plan and who is also eligible to make elective
deferrals under one or more other arrangements described in section 401(k) of
the Code that are maintained by an Employer or a Related Company for a plan
year that ends with or within the same calendar year as the Plan Year (other
than a plan subject to mandatory disaggregation under applicable Treasury
regulations) shall be determined as if all of such elective deferrals were
made on his behalf under the Plan; 

(c)Pre-Tax Contributions distributed to a Participant as excess deferrals
under subsection 8.6 shall be counted in determining such Participant's
Deferral Percentage, except in the case of a distribution to a Non-highly
Compensated Participant required to comply with section 401(a)(30) of the
Code;

(d)if this Plan is aggregated with one or more other plans for purposes of
section 410(b) of the Code (other than the average benefit percentage test),
this subsection 8.7 shall be applied as if all such plans were a single plan;
provided, however, that for Plan Years beginning after 1989, such aggregated
plans must all have the same plan year,

(e)all Participants who are members of collective bargaining units shall be
tested separately under this subsection 8.7.

8.8    Correction Under Section 401(k) Test.  In the event that the Highly
Compensated Group Deferral Percentage for any Plan Year does not initially
satisfy one of the tests referred to in subsection 8.7, the Company shall
direct the Trustee to distribute to Highly Compensated Participants enough of
their Pre-Tax Contributions under the leveling method (first reducing the
Participant with the highest dollar contribution and then the next highest,
and so forth) described in applicable Treasury regulations and notices, along
with allocable income determined in accordance with such notices or
regulations, so that the Highly Compensated Group Deferral Percentage meets
one of the tests referred to in subsection 8.7.  The amounts to be
distributed to any Participant pursuant to this subsection 8.8 shall be
reduced by the amount of any Pre-Tax Contributions distributed to him for the
taxable year ending with or within such Plan Year pursuant to subsection 8.6. 
The Company shall take such actions and cause any distribution to be made no
later than the close of the Plan Year following the Plan Year for which the
excess contributions were made.

8.9    Section 401(m)(2) Testing.  For any Plan Year beginning on or after
January 1, 1997, the amount by which the average of the Contribution
Percentages (as defined below) for that Plan Year of each eligible employee
who is Highly Compensated for that Plan Year (the "Highly Compensated Group
Contribution Percentage") exceeds the average of the Contribution Percentages
for that Plan Year of each eligible employee who is not Highly Compensated
for that Plan Year (the "Non-highly Compensated Group Contribution
Percentage") shall be less than or equal to either (i) a factor of 1.25 or
(ii) both a factor of 2 and a difference of 2.  The "Contribution Percentage"
for any eligible employee for a Plan Year shall be determined by dividing his
total After-Tax Contributions and Employer Contributions (and, if applicable,
Qualified Matching Contributions) for that Plan Year by his Compensation for
that Plan Year (measured from the date he first becomes eligible to join the
Plan and not the date he actually becomes a Participant), subject to the
following special rules:

(a)any employee eligible to participate in the Plan at any time during a Plan
Year in accordance with subsection 3.1 (without regard to any suspension
imposed by any other provision hereunder) shall be counted, regardless of
whether any After-Tax, Employer or Qualified Matching Contributions are made
by him for the year;

(b)the Contribution Percentage for any Highly Compensated Participant who is
eligible to participate in the Plan and who is also eligible to participate
in one or more other qualified plans maintained by an Employer or a Related
Company with a plan year that ends with or within the same calendar year as
the Plan Year (other than a plan subject to mandatory disaggregation under
applicable Treasury regulations) with after-tax or matching contributions
shall be determined as if all such contributions were made under the Plan; 

(c)if this Plan is aggregated with one or more other plans for purposes of
section 410(b) of the Code (other than the average benefit percentage test),
this subsection 8.9 shall be applied as if all such plans were a single plan;
provided, however, that such aggregated plans must all have the same plan
year; and 

(d)members of collective bargaining units shall be excluded from testing
under this subsection 8.9

8.10    Correction Under Section 401(m) Test.  In the event that the Highly
Compensated Group Contribution Percentage for any Plan Year does not
initially satisfy one of the tests referred to in subsection 8.9, the Company
shall direct the Trustee to distribute to the Highly Compensated Participants
enough of their After-Tax Contributions and Employer Contributions under the
leveling method (first reducing the Participant with the highest dollar
amount of contributions, and then the next highest and so forth) described in
applicable Treasury notices and regulations, along with allocable income
determined in accordance with such notices or regulations, so that the Highly
Compensated Group Contribution Percentage meets one of the tests referred to
in subsection 8.9.  Any such corrective distribution shall be made first from
any Employer Contribution attributable to Pre-Tax Contributions that have to
be returned pursuant to subsections 8.4, 8.6 or 8.8, second from After-Tax
Contributions, then (if necessary) from any other Employer Contributions. 
The Company shall make any necessary distribution no later than the close of
the Plan Year following the Plan Year in which such excess aggregate
contributions were contributed.

8.11    Multiple Use of Alternative Limitation.  Notwithstanding any other
provision of this Section 8, if the 1.25 factors referred to in subsections
8.7 and 8.9 are both exceeded for a Plan Year, the leveling method of
correction prescribed in subsection 8.10 shall be continued until the
aggregate limit set forth in Treas. Reg. Sec.1.401(m)-2(b) is satisfied for 
such Plan Year, to the extent applicable.

8.12    Highly Compensated.  An employee or Participant shall be "Highly
Compensated" for any Plan Year beginning on or after January 1, 1997 if he:

(a)was at any time a 5 percent owner of an Employer or a Related Company
during that or the preceding Plan Year; or

(b)received Compensation in excess of $80,000 (indexed for cost-of-living
adjustments under section 415(d) of the Code) for the preceding Plan Year.

8.13    Forfeiture of Orphan Matching Employer Contributions.  In the event
that any Pre-Tax Contributions are distributed to a Participant to correct a
situation where there are excess annual additions, excess deferrals, excess
contributions or excess aggregate contributions pursuant to subsections 8.4,
8.6, 8.8 or 8.10, any Employer Contributions allocated as a match with
respect to such Pre-Tax Contributions and not already returned in accordance
with subsection 8.10 shall be forfeited and used to reduce future Employer
Contributions.


                               SECTION 9

                       Vesting and Termination Dates

9.1    Vested Interest.  A Participant at all times shall have a fully
vested, nonforfeitable interest in all of  his Accounts.

9.2    Termination of Employment.  If a Participant's employment is
terminated for any reason, his "Termination Date" generally will be the last
day for which he is paid wages or salary for services performed for an
Employer or Related Company, unless he is terminated while on an unpaid leave
of absence, in which case his Termination Date will be the day as of which he
is notified by his Employer of his termination or he resigns (whichever is
applicable).


                             SECTION 10

                     Withdrawals While Employed

10.1    Partial Withdrawals from the Plan Without Terminating Employment.  A
Participant may elect to withdraw from the Plan, without terminating
employment, an amount specified by him, which amount shall not exceed the
balance of such Participant's Accounts reduced by the following:

(a)If he has not participated in the Plan for at least 5 years, an amount
equal to the Employer Contributions credited to his Accounts for the last two
Plan Years; and

(b)If he has not attained age 59 1/2, all Pre-Tax Contributions and any earnings
attributable thereto.

In addition, a Participant who has not attained age 59 1/2 and is confronted by
a Hardship (as defined below) may withdraw his Pre-Tax Contributions (up to
the amount required by such Hardship), but not the earnings on his Pre-Tax
Contributions, provided he has first withdrawn all other available amounts
under the Plan.  

10.2   Hardship.  For purposes of subsection 10.1 above, a withdrawal will
not be considered to be made on account of Hardship unless the withdrawal is
requested because of an immediate and heavy financial need of the Participant
caused by one of the following:

(a)medical expenses described in section 213(d) of the Code incurred by the
Participant, his spouse, or any dependents of the Participant (as defined in
section 152 of the Internal Revenue Code) or necessary for such persons to
obtain such medical care;

(b)purchase (excluding mortgage payments) of a principal residence for the
Participant;

(c)payment of tuition (and related expenses) for the next 12 months of
postsecondary education for the Participant, his spouse, children or
dependents;
(d)the need to prevent the eviction of the Participant from his principal
Residence or foreclosure on the mortgage of the Participant's principal
residence;

(e)expenses directly related to serious damage to the principal residence of
the Participant caused by a catastrophic event such as fire, flood, hurricane
or earthquake; 

(f)funeral expenses of a family member; or

(g)such other deemed immediate and heavy financial need established from time
to time by the Commissioner of Internal Revenue.

To be considered a Hardship withdrawal under subsection 10.1, the withdrawal
must also be necessary to satisfy the immediate and heavy financial need of
the Participant, and will be so deemed if the Participant represents to the
Company (or its delegate) in writing that the need cannot be relieved:

(h)through reimbursement or compensation by insurance or otherwise;

(i)by reasonable liquidation of the Participant's assets, to the extent such
liquidation would not itself give rise to an immediate and heavy financial
need;

(j)by ceasing to make contributions to the Plan (or any other deferred
compensation plan); or

(k)by borrowing on reasonable commercial terms.

10.3    Sources of Withdrawals.  Any partial withdrawal will be made from,
and will be charged to, the withdrawing Participant's Accounts, subject to
the limits on amounts available for partial withdrawals set forth in
subsection 10.1:  first, from the portion of the Participant's Accounts
reflecting his After-Tax Contributions made prior to January 1, 1987; next,
from the portions of the Participant's Accounts reflecting his After-Tax
Contributions made after December 31, 1986 and reflecting the earnings on
such After-Tax Contributions; next, from the portion of the Participant's
Accounts reflecting the earnings on his After-Tax Contributions made prior to
January 1, 1987 and from the portion of the Participant's Accounts reflecting
Employer Contributions; and, finally, from the portion of the Participant's
Accounts reflecting his Pre-Tax Contributions.  Unless otherwise requested by
the Participant, his various investment subaccounts will be charged in the
order and in such proportions as the Plan Administrator may specify.  A
Participant who makes a withdrawal may elect to have any specified amounts
which would otherwise be payable to him in cash or in shares of MSDW or
Allstate used by the Trustee to purchase and distribute whole shares of
Common Stock to the Participant at a price determined in accordance with
subsection 5.1.  Requests for payment in Common Stock may be required to be
processed as two separate transactions within the Phone System, the first
being an investment transfer and the second being the actual withdrawal; both
transactions may occur on the same Accounting Date.

10.4    Method of Making Elections, Revocations, etc.  All actions required
of, or permitted to be taken by, Participants under this Section 10 shall be
made through the Phone System, and in the case of a Hardship withdrawal,
shall be followed by whatever written forms and documentation the Company
deems appropriate.


                               SECTION 11

                Withdrawals After Termination of Employment

11.1    Withdrawals by and Distributions to Participants After Termination of
Employment.  When a Participant's Termination Date occurs (for a reason other
than his death), his Accounts shall be distributed or withdrawn in accordance
with the following provisions of this Section 11.

(a)If the value of the Participant's Accounts does not exceed $5,000, and did
not exceed $5,000 at the time of any prior distribution or withdrawal, his
Accounts will be distributed to him in a lump sum payment as soon as
practicable after the Plans Recordkeeper is notified of his termination of
employment.

(b)If the value of the Participant's Accounts exceeds $5,000, the Participant
may withdraw his Accounts on the Distribution Date (as defined in paragraph
(c) below) he elects, in a lump sum; provided, however that such a
Participant may make a partial withdrawal of a portion of his Accounts during
the first fifteen months following his termination of employment, deferring
payment of the rest of his Accounts until such later Distribution Date as he
elects (within the limits set forth in this Section 11).

(c)A Participant's "Distribution Date" shall mean the date as of which a
payment is made to him pursuant to this Section 11, without regard to any
administrative delay.  A Participant may elect that his Distribution Date
occur on  any Accounting Date occurring after his Termination Date (but not
later than the date on which he attains age 70), provided that no election of
a Distribution Date will be valid if it is made more than 90 days prior to
such date.

11.2    Distributions to Beneficiaries.  If a Participant dies while his
Accounts remain undistributed, payment of his Accounts will be made to his
Beneficiary or Beneficiaries as soon as practicable after the Recordkeeper
receives confirmation of his death.

11.3    Limits on Commencement and Duration of Distributions.  The following
distribution rules shall be applied in accordance with sections 401(a)(9) and
401(a)(14) of the Code and applicable regulations thereunder, including the
minimum distribution incidental benefit requirement of Treas. Reg.
Sec. 1.401(a)(9)-2, and shall supersede any other provision of the Plan to the
contrary:

(a)Unless the Participant elects otherwise, in no event shall distribution
commence later than 60 days after the close of the Plan Year in which the
latest of the following events occurs:  the Participant's attainment of age
65, or the Participant's Termination Date.  The failure of a Participant to
consent to a distribution is deemed to be an election to defer commencement
of payment for purposes of the preceding sentence.

(b)Notwithstanding any other provision herein to the contrary, distribution
of a Participants Accounts shall be made to him (or on his behalf) in the
form of a lump sum distribution on or before his Required Beginning Date (as
defined below).  A Participant's "Required Beginning Date" is April 1 of the
calendar year following the calendar year in which he attains age 70 1/2 or
terminates employment, whichever is later.

11.4    Beneficiary Designations.  The term "Beneficiary" shall mean the
Participant's surviving spouse.  However, if the Participant is not married,
or if the Participant is married but his spouse consents (as provided below)
to the designation of a person other than the spouse, the term Beneficiary
shall mean such person or persons as the Participant designates to receive
his Accounts upon his death.  Such designation may be made, revoked or
changed (without the consent of any previously-designated Beneficiary except
his spouse) only by an instrument signed by the Participant and filed with
the Recordkeeper prior to his death.  A spouse's consent to the designation
of a Beneficiary other than the spouse shall be in writing, shall acknowledge
the effect of such designation, shall be witnessed by a notary public and
shall be effective only with respect to such consenting spouse.  In default
of such designation, or at any time when there is no surviving spouse and no
surviving Beneficiary designated by the Participant, his Beneficiary shall be
his estate.  For purposes of the Plan, "spouse" means the person to whom the
Participant is legally married at the relevant time.  Notwithstanding the
foregoing provisions of this subsection 11.4, no spousal consent to the
designation of a person other than, or in addition to, the spouse as
Beneficiary shall be required if it is established to the satisfaction of the
Plan Administrator that the spouse's consent cannot be obtained because there
is no spouse, because the spouse cannot be located or because of such other
circumstances as may be prescribed in applicable Treasury regulations.

11.5    Distribution Only Upon Separation From Service.  Notwithstanding any
other provision of the Plan to the contrary, a Participant may not commence
distribution of the portion of his Accounts attributable to his Pre-Tax
Contributions pursuant to this Section 11 prior to the date he attains age
59 1/2, even though his employment with the Employers and Related Companies has
terminated, unless or until he also has a "separation from service" within
the meaning of section 401(k)(2)(B) of the Code.  The foregoing restriction
shall not apply, however, if the Participant's termination of employment
occurs in connection with either (a) the sale by an Employer or a Related
Company to an unrelated corporation of at least 85% of the assets of a trade
or business or (b) the disposition of its interest in a subsidiary to an
unrelated entity, and the requirements for distribution under applicable
Treasury regulations on account of such sale or disposition are met.

11.6    Form of Payment.  Distributions from the Company Stock Fund shall be
made in cash unless the Participant elects to have all or a portion of his
interest in such fund distributed in shares of Allstate or MSDW shares (to
the extent of the Participant's investment in each) or in shares of Common
Stock.  Distributions from the other Investment Funds shall be made in cash,
unless the Participant elects that some or all of such cash be converted to
Common Stock.

11.7    Facility of Payment.  Notwithstanding the provisions of subsections
11.1 and 11.2, if, in the Company's opinion, a Participant or other person
entitled to benefits under the Plan is under a legal disability or is in any
way incapacitated so as to be unable to manage his financial affairs, the
Plan Administrator may direct the Trustee to make payment to a relative or
friend of such person for his benefit until claim is made by a conservator or
other person legally charged with the care of his person or his estate. 
Thereafter, any benefits under the Plan to which such Participant or other
person is entitled shall be paid to such conservator or other person legally
charged with the care of his person or his estate.

11.8    Interests Not Transferable.  The interests 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 properly documented levy of
the Internal Revenue Service, required tax withholding or qualified domestic
relations orders that relate to the provision of child support, alimony or
marital rights of a spouse, child or other dependent and which meet such
other requirements as may be imposed by section 414(p) of the Code or
regulations issued thereunder.  Notwithstanding any other provision of the
Plan to the contrary, distribution of the entire portion of a Participant's
Accounts awarded to his alternate payee may be made in a lump sum payment, as
soon as practicable after the Company (or its delegate) determines that such
order is qualified, without regard to whether the Participant would himself
be entitled under the terms of the Plan to withdraw or receive a distribution
of such lump sum amount at that time, but only if the terms of the order
provide for such immediate distribution either specifically or by general
reference to any manner of distribution permitted under the Plan.

11.9    Absence of Guaranty.  None of the Company, the Trustee, or the
Employers in any way guarantee the assets of the Plan from loss or
depreciation, or guarantee any payment to any person.  The liability of the
Trustee to make any payment is limited to the available assets of the Plan
held under the Trust. 

11.10    Missing Participants or Beneficiaries.  Each Participant and each
designated Beneficiary must file with the Recordkeeper from time to time in
writing his post office address and each change of post office address.  Any
communication, statement or notice addressed to a Participant or designated
Beneficiary at his last post office address filed with the Recordkeeper, or,
in the case of a Participant, if no address is filed with the Recordkeeper,
then at his last post office address as shown on the Employers' records, will
be binding on the Participant and his designated Beneficiary for all purposes
of the Plan.  None of the Company, the Employers, or the Trustee will be
required to search for or locate a Participant or designated Beneficiary.

11.11   Direct Rollover Option.  In accordance with uniform rules established
by the Company, each Participant, surviving spouse of a Participant or
alternate payee under a qualified domestic relations order within the meaning
of section 414(p) of the Code who is due to receive an eligible rollover
distribution from the Plan may direct the Plan Administrator to transfer all
or a portion of such distribution directly to another eligible retirement
plan.  For purposes of this subsection, the terms "eligible rollover
distribution" and "eligible retirement plan" as applied to any such
individual shall have the meaning accorded such terms under section
401(a)(31) of the Code (or any successor provision thereto) and applicable
regulations thereunder.


                                SECTION 12

                          No Reversion to Employers

No part of the corpus or income of the Trust shall revert to the Employers or
be used for, or diverted to, purposes other than the exclusive benefit of
Participants and Beneficiaries, subject to the following:

(a)Employer contributions under the Plan are conditioned upon the
deductibility of the contributions under section 404 of the Code, and, to the
extent any such deduction is disallowed, the Trustee shall, upon written
request of the Employer, return the amount of any contribution (to the extent
disallowed), reduced by the amount of any losses thereon, to the Employer
within one year after the date the deduction is disallowed.

(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 that Employer,
return the amount of such contribution or portion, reduced by the amount of
any losses thereon, to that Employer within one year after the date of
payment.

(c)If, upon termination of the Plan, any amounts are held under the Plan in
a suspense account pursuant to Treas. Reg. Sec. 1.415-6(b)(6)(ii) and such
amounts may not be credited to the Accounts of Participants, such amount will
be returned to the Employers as soon as practicable after the termination of
the Plan.


                               SECTION 13

                             Administration

13.1   Administrative Authority.  The Company shall be the Plan Administrator
of the Plan and shall have the following discretionary authority, powers,
rights and duties in addition to those vested in it elsewhere in the Plan or
Trust Agreement:

(a)to adopt such rules of procedure and regulations as, in its opinion, may
be necessary for the proper and efficient administration of the Plan and as
are consistent with the provisions of the Plan;

(b)to enforce the Plan in accordance with its terms and with such applicable
rules and regulations it may adopt;

(c)to determine conclusively all questions arising under the Plan, including
the power to determine the eligibility of employees and the rights of
Participants and other persons entitled to benefits under the Plan and their
respective benefits, to make factual findings and to remedy ambiguities,
inconsistencies or omissions of whatever kind;

(d)to maintain and keep adequate records concerning the Plan and concerning
its proceedings and acts in such form and detail as the Company may decide;

(e)to direct all payments of benefits under the Plan;

(f)to perform the functions of a "plan administrator", as defined in section
414(g) of the Code, for all purposes of the Plan, including for purposes of
establishing and implementing procedures to determine the qualified status of
domestic relations orders (in accordance with the requirements of section
414(p) of the Code) and to administer distributions under such qualified
orders;

(g)to employ agents, attorneys, accountants or other persons (who may also be
employed by or represent the Employers) for such purposes as the Company
considers necessary or desirable to discharge its duties;

(h)to establish a claims procedure in accordance with section 503 of ERISA;
and
(i)to furnish the Employers, the Investment Committee and the Trustee with
such information with respect to the Plan as may be required by them for tax
or other purposes.

The certificate of an officer of the Company that the Company has taken or
authorized any action shall be conclusive in favor of any person relying on
the certificate.

13.2    Delegation of Administrative Responsibilities and Powers.  In
exercising its authority to control and manage the operation and
administration of the Plan, the Company may delegate all or any part of its
responsibilities and powers to any person or persons selected by it.  Any
such allocation or delegation may be revoked at any time. 

13.3    Uniform Rules.  In managing the Plan, the Company shall uniformly
apply rules and regulations adopted by it to all persons similarly situated.

13.4    Information to be Furnished to Company.  The other Employers and
Related Companies shall furnish the Company such data and information as may
be required for it to discharge its duties.  The records of the Employers and
Related Companies as to an employee's or Participant's period of employment,
termination of employment and the reason therefor, leave of absence,
reemployment and Eligible Compensation shall be conclusive on all persons
unless the Participant satisfactorily demonstrates that such records are
incorrect.  Participants and other persons entitled to benefits under the
Plan must furnish to the Company such evidence, data or information as the
Company considers desirable to carry out the Plan.

13.5    Company's Decision Final.  Any interpretation of the Plan and any
decision on any matter within the discretion of the Company made by the
Company (or its delegate) shall be binding on all persons.  A misstatement or
other mistake of fact shall be corrected when it becomes known, and the
Company shall make such adjustment on account thereof as it considers
equitable and practicable.

13.6  Exercise of Companys Duties As Plan Administrator.  Notwithstanding any
other provisions of the Plan, the Company shall discharge its duties
hereunder solely in the interests of the Participants and other persons
entitled to benefits under the Plan, and:

(a)for the exclusive purpose of providing benefits to Participants and other
persons entitled to benefits under the Plan; and

(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 a like character
and with like aims.

13.7   Administrative Expenses.  Except as otherwise determined by the
Company, the reasonable expenses of administering the Plan and the fees and
expenses incurred in connection with the collection, administration,
management, investment, protection and distribution of the Plan assets under
the Trust shall be paid directly by the Trust out of Plan assets or, if paid
by one or more Employers, reimbursed by the Trust, to the maximum extent
permitted by law, and shall be allocated to Participant's accounts in
accordance with rules established by the Company in its sole discretion.

13.8  Indemnification of Individuals Acting on Behalf of the Company.  To the
extent not reimbursed by any applicable insurance policy, any person acting
on behalf of the Company with respect to the Plan shall be indemnified by the
Employers against any and all liabilities, losses, costs and expenses
(including legal fees and expenses) of whatsoever kind and nature which may
be imposed on, incurred by or asserted against any of them by reason of the
performance of such function if the individual did not act dishonestly or in
willful violation of the law or regulation under which such liability, loss,
cost or expense arises.

13.9    The Trustee.  Title to all assets of the Plan will be held in trust
by one or more trustees appointed by the Company for the uses and purposes
set forth herein.  The powers, duties and responsibilities of the trustees
are set forth more fully in one or more trust agreements between the Company
and the trustees.

13.10    The Investment Committee.  Except as otherwise provided in the trust
agreement between the Company and the Trustee, all of the assets of the Plan
shall be managed and controlled by the Investment Committee, which shall
consist of one or more individuals, none of whom shall be a Trustee.  The
members of the Investment Committee shall be appointed by the Company and
shall serve at the pleasure of the Company.  The powers, duties and
responsibilities of the Investment Committee are set forth more fully in the
trust agreement between the Company and the Trustee.

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

(a)To direct the Trustee to the extent required under the terms of any trust
agreement with respect to the acquisition, retention and disposition of Plan
assets and with respect to the exercise of investment powers, authorities and
discretions relating to such assets; provided, however, that subject to the
other provisions of the Plan (including Supplement C), the Trustee shall
invest that portion of the assets of the Plan consisting of Employers'
Contributions and earnings thereon in Common Stock to the end that, in the
largest measure possible, Participants may share in the earnings of the
Company and acquire a proprietary interest therein.

(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 Committee's duties and responsibilities.

(d)To appoint an Executive Director--Investments, and a Secretary, who may,
but need not, be members of the Investment Committee, and to employ such
other agents, attorneys, accountants, investment advisors and other persons
and to delegate to them and allocate among them, 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 allocation or delegation shall also be in writing;
any action of the delegate or person to 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 shall be liable for the acts or
omissions of such delegates or persons to whom responsibilities have been
allocated except as required by law.

(e)Without limiting the generality of (d) above, to appoint one or more
investment managers as defined in section 3(38) of ERISA ("Investment
Manager") to manage (with power to acquire and dispose of) the assets of the
Plan, any of which Investment Managers 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 Investment Committee hereunder or
under the trust agreement (including the power to delegate and, in the case
of SIMCO, the power, with prior notice to the Investment Committee, to
appoint an Investment Manager), in which event any direction to the Trustee
from any duly appointed Investment Manager with respect to the acquisition,
retention or disposition of Plan assets shall have the same force and effect
as if such direction had been given by the Investment Committee, and to
remove any Investment Manager; 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.

13.12    Manner of Action by Investment Committee.  In the performance of the
Investment Committee's duties, the following provisions shall apply where the
context admits:

(a)An Investment Committee member, by written instrument, may delegate any or
all of his rights, powers, duties or discretions to any other Committee
member, with the consent of the latter.

(b)The Investment Committee may act by meeting or by a written instrument
signed without meeting and may execute any document by signing one document
or concurrent documents.  Actions of the Investment Committee may be
communicated by telephone by the Secretary of the Investment Committee, a
majority of the members of the Investment Committee or any member of the
Investment Committee designated by a majority of the members of the
Investment Committee.

(c)An action or decision of a majority of the members of the Investment
Committee as to a matter shall be as effective as if taken or made by all
members of the Investment Committee, but, except to the extent otherwise
expressly provided by law, no member of the Investment Committee who dissents
from any action or decision of the majority of the Investment Committee shall
be liable or responsible for such action.

(d)If, because of the number qualified to act, there is an even division of
opinion among the members of the Investment Committee as to any matter, a
disinterested party selected by the Investment Committee shall decide the
matter and his decision shall control.

(e)The certificate of the Secretary of the Investment Committee or of a
majority of the members of the Investment Committee that the Investment
Committee has taken or authorized any action shall be conclusive in favor of
any person relying on the certificate.

13.13    Liabilities and Responsibilities of the Trustee, Investment
Committee and Employers.  Any final judgment or decree which may be rendered
against the Plan, the Trustee, the Investment Committee or any other
fiduciary with respect to the Plan which is not predicated upon a breach of
fiduciary responsibility shall be satisfied from the Plan's assets, and not
from the individual assets of the Trustee, the members of the Investment
Committee or other fiduciaries.  No Employer shall have any responsibility or
liability whatsoever with reference to the management or conduct of the
business of the Plan, or for any act or failure to act on the part of the
Trustee, any member of the Investment Committee, any Investment Manager or
any other fiduciary or their agents and employees, except that the Company
shall be responsible for the acts it performs (or fails to perform) in its
capacity as Plan Administrator (unless any such responsibility has been
delegated to another person in accordance with the provisions of subsection
13.2).


                             SECTION 14

                        Amendment and Termination

14.1    Amendment.  While it is expected that the Plan will be continued,
either the Company or a duly authorized committee or officer thereof may
terminate the Plan or amend it from time to time, except that no amendment
will reduce a Participant's interest in the Plan to less than an amount equal
to the amount he would have been entitled to receive if he had resigned from
the employ of the Employers and the Related Companies on the day of the
amendment, and no amendment will eliminate an optional form of benefit with
respect to a Participant except as otherwise permitted by law.

14.2    Termination.  The Plan will terminate as to all of the Employers on
any day specified by the Company upon advance written notice of the
termination given to the Employers.  Employees of an Employer shall cease
active participation in the Plan (and will be treated as inactive Partici-
pants in accordance with subsection 3.3) on the first to occur of the
following:

(a)the date on which that Employer ceases to be an Employer by appropriate
action taken by the Company or by such Employer;

(b)the date that Employer is judicially declared bankrupt or insolvent; or

(c)the dissolution, merger, consolidation, reorganization or sale of that
Employer, or the sale of all or substantially all of the assets of an
Employer, except that, subject to the provisions of subsection 14.3, with the
consent of the Company, in any such event arrangements may be made whereby
the Plan will be continued by any successor to that Employer or any purchaser
of all or substantially all of that Employer's assets, in which case the
successor or purchaser will be substituted for the Employer under the Plan.

14.3    Merger and Consolidation of the Plan, Transfer of Plan Assets,
Acceptance of Transfers from Other Plans.  The Company in its discretion may
direct the Trustee to transfer all or a portion of the assets of this Plan to
another defined contribution plan of the Employers or Related Companies which
is qualified under section 401(a) of the Code or, in the event of the sale of
stock of an Employer or all or a portion of the assets of an Employer, to a
qualified plan of an employer which is not a Related Company.  The Benefits
Executive by written resolution may permit the Plan to accept a transfer of
assets and liabilities to this Plan from another defined contribution plan
that is qualified under section 401(a) of the Code, may direct the Trustee
accordingly, and may adopt such amendment or Supplement to the Plan as such
Benefits Executive considers necessary to reflect the terms of such transfer,
including provision for any protected rights that may not be eliminated by
reason of such transfer under section 411(d)(6) of the Code.  In the case of
any merger or consolidation with, or transfer of assets and liabilities to or
from, any other plan, provisions shall be made so that each affected
Participant in the Plan on the date thereof (if the Plan or the other plan,
as applied to that Participant, then terminated) would receive a benefit
immediately after the merger, consolidation or transfer which is equal to or
greater than the benefit he would have been entitled to receive immediately
prior to the merger, consolidation or transfer if the Plan or such other
plan, as applied to him, had then terminated.

14.4    Distribution on Termination and Partial Termination.  Upon
termination or partial termination of the Plan, all benefits under the Plan
shall continue to be paid in accordance with Sections 10 and 11 as those
sections may be amended from time to time.

14.5    Notice of Amendment, Termination or Partial Termination.  Affected
Participants will be notified of an amendment, termination or partial
termination of the Plan as required by law.


EXECUTED this ____ day of ________________, 1998, to be effective as
indicated herein.



SEARS, ROEBUCK AND CO.



By: /s/John T. Sloan
       John T. Sloan
Its:   Senior Vice President, Human Resources



                                SUPPLEMENT A

                      SEARS 401(k) PROFIT SHARING PLAN


Tax Credit Employee Stock Ownership Feature

Effective as of January 1, 1983 a tax credit employee stock ownership feature
(the "ESOF") was added to the Plan in the form of Supplement A thereto.  ESOF
"Stock Ownership Contributions" were made in accordance with such Supplement
A for plan years ending after December 31, 1982 and before January 1, 1987. 
The ESOF was terminated as of December 20, 1989 and the Supplement A Shares
Fund, to which Company stock held under the ESOF was credited, was merged
into and made part of the Company Stock Fund.


                               SUPPLEMENT B

                   SEARS 401(k) PROFIT SHARING PLAN

Top-Heavy Provisions

B-1.Application.  This Supplement B to the Sears 401(k) Profit Sharing Plan
shall be applicable on and after the date on which the Plan becomes Top-Heavy
(as described in subsection B-5).

B-2.Effective Date.  The Effective Date of the top-heavy provisions as set
forth in this Supplement B is January 1, 1998.

B-3.Definitions.  Unless the context clearly implies or indicates the
contrary, a word, term or phrase used or defined in the Plan is similarly
used or defined for purposes of this Supplement B.

B-4.Affected Participant.  For purposes of this Supplement A, the term
"Affected Participant" means each Participant who is employed by an Employer
or a Related Company during any Plan Year for which the Plan is Top-Heavy;
provided, however, that the term "Affected Participant" shall not include any
Participant who is covered by a collective bargaining agreement if retirement
benefits were the subject of good faith bargaining between his Employer and
his collective bargaining representative.

B-5.Top-Heavy.  The Plan shall be "Top-Heavy" for any Plan Year if, as of the
Determination Date for that year (as described in paragraph (a) next below),
the present value of the benefits attributable to Key Employees (as defined
in subsection B-6) under all Aggregation Plans (as defined in subsection B-9)
exceeds 60% of the present value of all benefits under such plans.  The
foregoing determination shall be made in accordance with the provisions of
section 416 of the Code.  Subject to the preceding sentence:

(a)The Determination Date with respect to any plan for purposes of deter-
mining Top-Heavy status for any plan year of that plan shall be the last day
of the preceding plan year or, in the case of the first plan year of that
plan, the last day of that year.  The present value of benefits as of any
Determination Date shall be determined as of the accounting date or valuation
date coincident with or next preceding the Determination Date.  If the plan
years of all Aggregation Plans do not coincide, the Top-Heavy status of the
Plan on any Determination Date shall be determined by aggregating the present
value of Plan benefits on that date with the present value of the benefits
under each other Aggregation Plan determined as of the Determination Date of
such other Aggregation Plan which occurs in the same calendar year as the
Plan's Determination Date.

(b)Benefits under any plan as of any Determination Date shall include the
amount of any distributions from that plan made during the plan year which
includes the Determination Date (including distributions under a terminated
plan which, if it had not been terminated, would have been included in an
aggregation group) or during any of the preceding four plan years, but shall
not include any amounts attributable to employee contributions which are
deductible under section 219 of the Code, any amounts attributable to
employee-initiated rollovers or transfers made after December 31, 1983 from
a plan maintained by an unrelated employer, or, in case of a defined
contribution plan, any amounts attributable to contributions made after the
Determination Date unless such contributions are required by section 412 of
the Code or are made for the plan's first plan year.

(c)Benefits attributable to a participant shall include benefits paid or
payable to a beneficiary of the participant, but shall not include benefits
paid or payable to any participant who has not performed services for an
Employer or Related Company during any of the five plan years ending on the
applicable Determination Date; provided, however, that if a participant
performs no services for five years and then performs services, the benefits
attributable to such participant shall be included.

(d)The accrued benefit of any participant who is a Non-Key Employee with
respect to a plan but who was a Key Employee with respect to such plan for
any prior plan year shall not be taken into account.

(e)The accrued benefit of a Non-Key Employee shall be determined under the
method which is used for accrual purposes for all plans of the Employer and
Related Companies; or, if there is no such method, as if the benefit accrued
not more rapidly than the slowest accrual rate permitted under section
411(b)(1)(C) of the Code.

(f)The present value of benefits under all defined benefit plans shall be
determined on the basis of a 7.5% per annum interest factor and the 1951
Group Annuity Projected Mortality Table for Males, with a one-year setback.

B-6.Key Employee.  The term "Key Employee" means an employee or deceased
employee (or beneficiary of such deceased employee) who is a Key Employee
within the meaning ascribed to that term by section 416(i) of the Code. 
Subject to the preceding sentence, the term Key Employee includes any
employee or deceased employee (or beneficiary of such deceased employee) who
at any time during the plan year which includes the Determination Date or
during any of the four preceding plan years was:

(a)an officer of any Employer or Related Company with Compensation for that
year in excess of 50 percent of the amount in effect under section
415(b)(1)(A) of the Code for the calendar year in which that year ends;
provided, however, that the maximum number of employees who shall be
considered Key Employees under this paragraph (a) shall be the lesser of 50
or 10% of the total number of employees of the Employers and the Related
Companies disregarding any excludable employees under Code section 414(q)(8).

(b)one of the 10 employees owning the largest interests in any Employer or
any Related Company (disregarding any ownership interest which is less than
1/2 of one percent), excluding any employee for any plan year whose
Compensation for that year did not exceed the applicable amount in effect
under section 415(c)(1)(A) of the Code for the calendar year in which that
year ends;

(c)a 5% owner of any Employer or of any Related Company; or

(d)a 1% owner of any Employer or any Related Company having Compensation for
that year in excess of $150,000.

B-7.Compensation.  The term "Compensation" for purposes of this Supplement B
generally means compensation within the meaning of section 415(c)(3) for that
year, not exceeding the maximum amount permitted for any year under Code
section 401(a)(17).  However, for Plan Years beginning on or after January 1,
1989, solely for purposes of determining who is a Key Employee, the term
"Compensation" means compensation as defined in Code section 414(q)(7).

B-8.Non-Key Employee.  The term "Non-Key Employee" means any employee (or
beneficiary of a deceased employee) who is not a Key Employee.

B-9.Aggregation Plan.  The term "Aggregation Plan" means the Plan and each
other retirement plan (including any terminated plan) maintained by an
Employer or Related Company which is qualified under section 401(a) of the
Code and which:

(a)during the plan year which includes the applicable Determination Date, or
during any of the preceding four plan years, includes a Key Employee as a
participant;

(b)during the plan year which includes the applicable Determination Date or,
during any of the preceding four plan years, enables the Plan or any plan in
which a Key Employee participates to meet the requirements of section
401(a)(4) or 410 of the Code; or

(c)at the election of the Employer, would meet the requirements of sections
401(a)(4) and 410 if it were considered together with the Plan and all other
plans described in paragraphs (a) and (b) next above.

B-10. Required Aggregation Plan.  The term "Required Aggregation Plan" means
a plan described in either paragraph (a) or (b) of subsection B-9.

B-11. Permissive Aggregation Plan.  The term "Permissive Aggregation Plan"
means a plan described in paragraph (c) of subsection B-9.

B-12. Vesting.  For any Plan Year during which the Plan is Top-Heavy, the
Account balances of each Affected Participant who has completed at least
three Years of Service shall be 100% vested.  If the Plan ceases to be
Top-Heavy for any Plan Year, the provisions of this subsection B-12 shall
continue to apply to any Affected Participant who had completed at least 3
Years of Service prior to such Plan Year.  

B-13. Minimum Contribution.  For any Plan Year during which the Plan is
Top-Heavy, the minimum amount of Employer contributions, excluding elective
contributions as defined in Code section 401(k), allocated to the Accounts of
each Affected Participant who is employed by an Employer or Related Company
on the last day of that year who is a Non-Key Employee and who is not
entitled to a minimum benefit for that year under any defined benefit
Aggregation Plan which is top-heavy nor is entitled to a minimum contribution
for that year under any other defined contribution Aggregation Plan
maintained by the Employer shall, when expressed as a percentage of the
Affected Participant's Compensation for that year, be equal to the lesser of:

(a)3%; or

(b)the percentage at which Employer contributions (including Employer
contributions made pursuant to a cash or deferred arrangement) are allocated
to the Accounts of the Key Employee for whom such percentage is greatest.

For purposes of the preceding sentence, compensation earned while a member of
a group of employees to whom the Plan has not been extended shall be
disregarded.  Paragraph (b) next above shall not be applicable for any Plan
Year if the Plan enables a defined benefit plan described in paragraph B-9(a)
or B-9(b) to meet the requirements of section 401(a)(4) or 410 for that year. 
Employer contributions for any Plan Year during which the Plan is Top-Heavy
shall be allocated first to Non-Key Employees until the requirements of this
subsection B-13 have been met and, to the extent necessary to comply with the
provisions of this subsection B-13, additional contributions shall be
required of the Employers.

B-14. Aggregate Benefit Limit.  For any Plan Year during which the Plan is
Top-Heavy, paragraphs (2)(B) and (3)(B) of section 415(e) of the Code shall
be applied by substituting "1.0" for "1.25".


                                 SUPPLEMENT C

                          SEARS 401(k) PROFIT SHARING PLAN
            Employee Stock Ownership Plan (ESOP) Portion of the Plan

C-1.Purpose.  The purpose of this Supplement C to the Plan is to set forth
the terms of the Plan as applied to the portion of the ESOP attributable to
ESOP Loans as described in subsection C-4.

C-2.Effective Date.  The effective date of this Supplement C is December 20,
1989.

C-3.Participation.  Each Participant in the Plan on the Effective Date of
this Supplement C shall immediately become a Participant in this Supplement
C.  Every other person who thereafter becomes a Participant in the Plan shall
at the same time become a Participant in this Supplement C.

C-4.ESOP Loans.  The Trustee is authorized to incur debt (an "ESOP Loan") for
the purpose of acquiring Common Stock or for the purpose of repaying all or
any portion of any outstanding ESOP Loan.  The terms of any ESOP Loan shall
be subject to the conditions and restrictions set forth in the applicable
provisions of the trust agreement or agreements between the Company and the
Trustee.  Common Stock acquired with the proceeds of an ESOP Loan (ESOP
Common Stock) shall be credited to a "Suspense Account" within the Company
Stock Fund until released in accordance with subsection C-7.  The Plan
Administrator shall maintain or cause to be maintained a subaccount for each
Participant to reflect his interest in the Company Stock Fund which is
attributable to each ESOP Loan.

C-5.ESOP Cash Equivalents.  All cash dividends on Common Stock held in the
ESOP which are not allocated to Participants' Accounts or, in the case of
allocated shares, which the Company directs, are to be used to make payments
on ESOP Loans, and all Employer Contributions made under subsection C-6 with
respect to Plan Years beginning on or after January 1, 1990 shall be credited
to a cash equivalents account pending their application to ESOP Loan
payments.  All such dividends and earnings shall be used to make principal
payments on outstanding ESOP Loans to the extent then due.  In the event that
the amount of such dividends and earnings exceeds the amount of principal
payable on that date, the excess shall be applied until exhausted to interest
payable on that date, and principal and interest payments due thereafter. 
Notwithstanding the preceding sentences of this subsection C-5, in lieu of
making payments on outstanding ESOP Loans, the Investment Committee may
direct that all or any amount of cash dividends received with respect to
Common Stock held in the ESOP allocated to Participants' Accounts shall be
credited proportionately to such Participants' Accounts pending investment in
the Company Stock Fund.  Any amount that is applied to make a payment on an
outstanding ESOP Loan after the last day of a Plan Year (the "prior Plan
Year"), but on or before the due date (including extensions thereof) for the
filing of the federal income tax return of the Company for the tax year in
which the last day of such prior Plan Year occurs, may be designated by the
Employers as a payment with respect to such prior Plan Year.
C-6.Employer Contribution.  For each Plan Year beginning on or after January
1, 1990, the Employers shall make contributions under this subsection C-6
which, after taking into account the use of dividends and earnings in
accordance with subsection C-5, are sufficient to meet all scheduled payments
of principal and interest on outstanding ESOP Loans.  The Employer
Contribution otherwise required by subsection 5.1 for any Plan Year shall be
reduced by the Fair Market Value (determined as of December 31 of that Plan
Year) of the ESOP Common Stock allocated to the Accounts of Participants in
accordance with paragraph C-8(b).  In addition to the foregoing
contributions, in any Plan Year, the Employers may make supplemental
contributions to be used by the Trustee to prepay any ESOP Loan, to pay
expenses of the Plan and any related trust and to satisfy the
dividend-replacement requirements for that year with respect to ESOP Common
Stock allocated to Participants' Accounts.  All Employer Contributions for
Plan Years beginning on or after January 1, 1990 shall be used to make
payments on ESOP Loans to the extent required to meet any scheduled payments
of principal and interest after taking into account the use of dividends and
earnings in accordance with subsection C-5.

C-7.Release of ESOP Common Stock From Suspense Account.  As of the last day
of each calendar quarter throughout the duration of an ESOP Loan, a portion
of the ESOP Common Stock acquired with the proceeds of such ESOP Loan shall
be withdrawn from the Suspense Account.  Such ESOP Common Stock released for
a Plan Year shall be allocated to eligible Participants' Accounts in
accordance with the provisions of subsection C-8.

(a)Subject to the provisions of paragraph (b) below, the number of shares of
ESOP Common Stock which shall be released from the Suspense Account for any
Plan Year (calculated separately with respect to each ESOP Loan) shall be
equal to the product of:

(i)the number of shares of ESOP Common Stock  acquired with the proceeds of
the ESOP Loan which are then held in the Suspense Account;

MULTIPLIED BY

(ii)a fraction, the numerator of which is the amount of principal and
interest paid on that loan for that Plan Year and the denominator of which is
the amount of principal and interest paid or payable on that loan for that
Plan Year and for all future years.

For purposes of determining the fraction in (ii), 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
the Plan Year, and if an ESOP Loan is refinanced, the numerator in such
fraction shall not include the proceeds of the second loan used to make
principal and interest payments on the first loan (that is, the loan being
refinanced).

(b)Notwithstanding the provisions of paragraph (a) above, if provided by the
terms of an ESOP Loan or directed by the Investment Committee prior to the
first payment of principal or interest on any ESOP Loan, the number of shares
of ESOP Common Stock attributable to such ESOP Loan which are withdrawn from
the Suspense Account for any Plan Year shall be proportionate to principal
payments only, provided that:

 (i)such withdrawal is consistent with the provisions of the ESOP Loan with
respect to the release of shares of ESOP Common Stock as collateral, if any,
for such loan;

(ii)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;

(iii)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

(iv)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 shares of Common Stock are attributable.  In addition, if
an ESOP Loan is refinanced, the numerator in the fraction described in
paragraph (a) above shall not include the proceeds from the second ESOP Loan
used to make payments of principal and interest on the first ESOP Loan.

C-8.Allocation and Crediting of ESOP Common Stock to Participants' Accounts
and  Application to Plan Limitations.  Shares of ESOP Common Stock released
from the Suspense Account during any Plan Year shall be allocated and
credited as follows:

(a)To the extent that dividends on Common Stock previously allocated to the
Accounts of a Participant have been used to make payments on an ESOP Loan,
such Accounts shall be credited with newly-released shares of ESOP Common
Stock with a Fair Market Value determined as of the last day of the month
preceding the month of the dividend payment date equal to the amount of such
dividend.

(b)As of each December 31, any shares of ESOP Common Stock released from the
Suspense Account that are attributable to payments made on ESOP Loans for the
Plan Year ending on that date (including payments made after such December 31
that are designated as payments with respect to the plan year ending on such
December 31 pursuant to subsection C-5) and not credited in accordance with
paragraph (a) shall be credited to the Accounts of eligible Participants
pursuant to subsection 5.8.

(c)For purposes of subsection 8.3 of the Plan, the Employer Contribution for
any Plan Year which is utilized to make any payment of principal or interest
on an ESOP Loan shall be deemed to have been allocated among Participants in
the same ratios as the number of shares of ESOP Common Stock released from
the Suspense Account are credited in accordance with paragraph (b) above,
without regard to the value of the shares of ESOP Common Stock released from
the Suspense Account.

(d)All ESOP Common Stock allocated to Participants in accordance with
paragraph (b) above shall be treated as Employer Contributions for purposes
of subsection 5.1 and 8.9 and as matching contributions for purposes of
section 401(m) of the Code.

C-9.Transfer Elections by Participants.  Notwithstanding any more restrictive
provision of the Plan to the contrary, a qualified Participant (as defined
below) may make the elections as set forth in this subsection C-9.

(a)A qualified Participant during each of his qualified election periods (as
defined below), may elect to transfer not more than 25 percent (50 percent in
the case of his last qualified election period) of the sum of his entire
interest in the ESOP portion of the Plan plus his prior transfers (or, prior
to January 1, 1998, withdrawals) under this subsection C-9; provided,
however, that the portion of a Participant's ESOP interest that is subject to
election under this paragraph for any qualified election period shall be
reduced by the portion of his ESOP interest that was previously transferred
(or withdrawn) pursuant to this subsection C-9.

(b)Any election made in accordance with the provisions of paragraph (a) next
above with respect to any qualified election period shall be given effect not
later than 90 days after the end of that qualified election period.

(c)Any election required under this subsection shall be made in such manner
as the Plan Administrator may require.

(d)For purposes of this subsection, the term "qualified Participant" means an
employee who has completed at least ten years of participation in the ESOP,
commencing on or after January 1, 1983, and has attained at least age 55.

(e)For purposes of this subsection, "qualified election periods" shall
include the 90-day period immediately following the last day of the first
Plan Year in which the Participant becomes a qualified Participant, and the
90-day period following each of the five subsequent Plan Years.
(f)The provisions of this subsection C-9 shall not apply to any Participant
if the value of the Common Stock allocated to such Participant in the ESOP
portion of the Plan (determined as of the end of the month immediately
preceding the first day on which the participant would otherwise be entitled
to make an election under this subsection) is $500 or less.

C-10.  Fair Market Value.  For purposes of this Supplement C, the Fair Market
Value of a share of Common Stock as of any date means the closing price of a
share of such stock on that date as reported in a summary of composite
transactions for stocks listed on the New York Stock Exchange, unless such
date is not a trading date, in which case it means the closing price as
reported on the next preceding trading date.