Exhibit 10(a)


WHEREAS, it is in the best interests of the Company to amend and
restate the Deferred Compensation Plan for Directors (the
"Plan");


NOW, THEREFORE, BE IT RESOLVED, that the Plan be and it hereby
is amended and restated as follows: 


SEARS, ROEBUCK AND CO.
DEFERRED COMPENSATION PLAN
FOR DIRECTORS      
as amended and restated on October 9, 1996


1.   PURPOSE
          The purpose of this Plan is to offer non-employee members
of the Board of Directors the opportunity to defer receipt of their
directors' compensation, as an incentive to their continued
participation as directors of Sears, Roebuck and Co.


2.   DEFINITIONS

     a.   "Beneficiary" shall mean the person or persons designated
from time to time in writing by a Participant to receive
payments under the Plan after the death of such Participant, or,
in the absence of any such designation or in the event that such
designated person or persons shall predecease such Participant,
his estate.

     b.   "Common Share Unit" shall mean a Deferred Amount which is
converted into a unit or fraction of a unit for purposes of the
Plan by dividing a dollar amount by the Fair Market Value of one
of the Company's common shares.

     c.   "Company" shall mean Sears, Roebuck and Co.

     d.   "Compensation" shall mean payments which the Participant
receives from the Company for services, including retainer fees
and meeting fees.

     e.   "Deferred Amount" shall mean an amount of Compensation
deferred under the Plan and carried during the deferral period
in any Account provided for in the Plan.

     f.   "Distribution Date" shall mean the date designated by a
Participant in the Notice of Election form for distribution of
Accounts.

     g.   "Dividend Equivalent" shall mean an amount equal to the
cash dividend paid on one of the Company's common shares credited
to an Account for each Common Share Unit credited to such Account.

     h.   "Equity Index" shall mean the Standard & Poor's 500
Composite Stock Price Index which is a market value-weighted
index consisting of 500 common stocks of large U.S. domiciled
companies selected by Standard and Poor's Corporation ("S&P")
through a detailed screening process starting on a
macro-economic level and working toward a micro-economic level
dealing with company specific information such as market value,
industry group classification, capitalization and trading
activity.  S&P's primary objective for the S&P Index is to
represent the segment of the U.S. equity securities markets
consisting of large market capitalization stocks. However,
companies are not selected by S&P for inclusion because they are
expected to have superior stock price performance relative to
the market in general or other stocks in particular.

     i.   "Fair Market Value" shall mean the closing price of the
Company's common shares as reported by the Wall Street Journal
or other comparable source in a summary of composite
transactions for stocks listed on the New York Stock Exchange.

     j.   "Hardship" shall mean an emergency or unexpected
situation in the Participant's financial affairs including, but not
limited to, illness or accident involving the Participant or
his/her dependents which, in the opinion of the Compensation
Committee of the Board of Directors of the Company, presents a
severe economic difficulty to the Participant, due to which a
distribution of the Account balance is appropriate.

     k.   "Fixed Income Index"  shall mean the Lehman Brothers
Aggregate Bond Index, except for debt securities of  Sears or
Allstate (as defined below), which is made up of the Lehman
Government/Corporate Bond Index ("Bond Index"), the Lehman
Mortgage-Backed Securities Index ("Mortgage-Backed Securities
Index"), and the Lehman Asset-Backed Securities Index
("Asset-Backed Securities Index").  The Bond Index is a
composite of all publicly issued, fixed rate, nonconvertible,
domestic bonds.  The issues are rated investment grade or higher
by Moody's Investors Service, Inc., S&P, or Fitch Investors
Service, Inc., in that order, have a minimum outstanding
principal of $100 million for U.S. Government issues or $50
million for other bonds, and have a maturity of at least one
year.  The index is capitalization-weighted.  The
Mortgage-Backed Securities Index includes 15- and 30-year fixed
rate securities backed by mortgage pools of the Government
National Mortgage Association, the Federal Home Loan Mortgage
Corporation, and the Federal National Mortgage Association. 
Graduated payment mortgages and balloon mortgages are included
in the index; buydown, manufactured homes and graduated equity
mortgages are not.  The Asset-Backed Securities Index is
composed of credit card, auto, and home equity loans.  Included
in the index are pass-through, bullet (noncallable), and
controlled amortization structures; no subordination tranches
are included.  All securities have an average life of at least
one year.

     l.   "Non-Employee Director" shall mean any duly elected or
appointed member of the Board of Directors of the Company who is
not an employee of the Company or of any subsidiary of the
Company.

     m.   "Participant" shall mean any Non-Employee Director who
elects to defer any amount of Compensation under the Plan.

     n.   "Plan" shall mean the Sears, Roebuck and Co., Deferred
Compensation Plan for Directors.

     o.   "Secretary" shall mean the duly elected Secretary of the
Company.


3.   ELECTION TO DEFER COMPENSATION

     Each Participant may elect to defer the payment of all or any
part of his or her Compensation by executing and delivering to
the Secretary a Notice of Election, in the form attached hereto
and incorporated herein by this reference.  Such election shall
be applicable only to Compensation payable on or after the first
day of the month following the month in which such Notice of
Election is received by the Secretary.

     An election to defer payment of Compensation shall continue in
effect until revoked by notice in writing to the Secretary. In
addition, the receipt of a new or revised Notice of Election
form by the Secretary shall constitute a revocation of any
previously filed Notice of Election form to the extent
inconsistent therewith.  No revocation shall be effective with
respect to Compensation earned prior to the date the revocation
is received by the Secretary or the effective date of the new or
revised Notice of Election.


4.   TREATMENT OF DEFERRED AMOUNTS

     The Company shall establish on its books the necessary
accounts ("Account", or collectively, "Accounts") to accurately
reflect the Company's liability to each Participant.  To each
Account shall be credited, as applicable, Deferred Amounts,
Dividend Equivalents on Common Shares, Allstate Share Units,
Allstate Dividend Equivalents and interest.  Payments to the
Participant or amounts transferred to another Account under the
Plan shall be debited to the appropriate Account.

     a.   Account #1 - Interest-Bearing Account.  Compensation
deferred into an Interest-Bearing Account shall be credited to
the Account on the same date when it would otherwise be payable
to the Participant.  Deferred Amounts carried in this Account
shall earn interest from the date of credit to the date of
payment.  At the end of each calendar month, interest at a rate
equal to the monthly average per annum cost of commercial paper
or the equivalent issued by Sears Roebuck Acceptance Corp.
("SRAC") as reported in the monthly report to the SRAC Board of
Directors shall be credited to the amounts previously accrued in
each Account for the period from the date amounts were credited
to such Account to the end of such calendar month.

     b.   Account #2 - Common Share Unit Account.  Compensation
deferred into a Common Share Unit Account shall be credited to
the Account on the same date when it would otherwise be payable
to the Participant.  Such Deferred Amounts shall be converted
into a number of Common Share Units on the date credited to the
Account by dividing the Deferred Amount by the Fair Market Value
on such date.  If Common Share Units exist in a Participant's
Account on a dividend record date for the Company's common
shares, Dividend Equivalents shall be credited to the
Participant's Account on the related dividend payment date, and
shall be converted into the number of Common Share Units which
could be purchased with the amount of Dividend Equivalents so
credited.

          In the event of any change in the Company's common shares
outstanding, by reason of any stock split or dividend,
recapitalization, merger, consolidation, combination or exchange
of stock or similar corporate change, the Secretary shall make
such equitable adjustments, if any, deemed appropriate by reason
of any such change, in the number of Common Share Units credited
to each Participant's  Account.

     c.   Account #3 - Equity Index Account.  Compensation deferred
into an Equity Index Account shall be credited to the Account on
the same date when it would otherwise be payable to the
Participant.  On the last day in the month the amounts in the
Participant's Account shall be adjusted by a percentage factor
based on the total return (including dividends) of the Equity
Index from the date the amount was credited to the Account for
amounts credited during the month or from the last day of the
preceding month for amounts in the Account on such day.  Similar
adjustments shall also be made on any date the Account is
debited by reason of any transfer of an amount to another
Account or distribution to the Participant.  In the event that
the Equity Index is not published for any date referred to
above, the Index for the closest day preceding such date for
which such Equity  Index is published shall be used.

     d.   Account #4 -  Fixed Income Index Account.  Compensation
deferred into a  Fixed Income Index Account shall be credited to
the Account on the same date when it would otherwise be payable
to the Participant.  Amounts credited to the Account shall earn
additional amounts which will be credited to the Account on the
last business day of each month based upon the Iperformance of 
the Fixed Income Index.

     e.   Account #5 - Allstate Share Unit Account.  Participants
who have Common Share Unit Accounts on the payment date for the
Company's distribution to its common shareholders of its
remaining ownership of Allstate common stock will, at their
election, be credited with the same number of Allstate Share
Units per Common Share Unit as Allstate common shares
distributed per each Company common share in the distribution. 
Such election shall be received by the Secretary of the Company
on or before the payment date for such distribution.  In the
absence of receipt of such election as to any Participant, the
Secretary shall adjust the Common Share Unit Account of the
Participant to reflect in Common Share Units the value of the
Allstate distribution.  All Allstate Share Units shall be
credited to Participants' Allstate Share Unit Account.

          If Allstate Share Units exist in a Participant's Account
on a dividend record date for Allstate's common stock, Allstate
Dividend Equivalents shall be credited to the Participant's
Allstate Share Unit Account on the related dividend payment
date, and shall be converted into the number of Allstate Common
Share Units which could be purchased with the amount of Allstate
Dividend Equivalents so credited.

          In the event of any change in Allstate's common stock
outstanding, by reason of any stock split or dividend,
recapitalization, merger, consolidation, combination or exchange
of stock or similar corporate change, the Secretary shall make
such equitable adjustments, if any, deemed appropriate by reason
of any such change, in the number of Allstate Common Share Units
credited to each Participant's Allstate Share Unit Account.

     For purposes of this Section 4(e):

          "Allstate" shall mean The Allstate Corporation.

          "Allstate Dividend Equivalent" shall mean an amount equal
to the cash dividend paid on one of Allstate's shares of common
stock, credited to a Participant's Allstate Share Unit Account
for each Allstate Share Unit credited to such Account.

          "Allstate Fair Market Value" shall mean the closing price
of Allstate's common shares as reported by the Wall Street Journal
or other comparable source in a summary of composite
transactions for stocks listed on the New York Stock Exchange.

          "Allstate Share Unit" shall mean a unit or fraction of a
unit calculated (except with respect to the initial allocation of
such units to Participants' accounts at the time of the
Company's distribution of Allstate stock) by dividing a dollar
amount by the Allstate Fair Market Value of one of Allstate's
shares of common stock.


     f.   Transfers Between Accounts.  Transfers between Account
#1, Account #2, Account #3 and Account #4 may be made at any time
requested by the Participant upon application to the Secretary.

          Participants  may make transfers from Account #5 to
another Account at any time requested by the Participant upon
application to the Secretary.  No Participant may make transfers
to Account #5 from any other Account under any circumstances.

In the case of: 

     (i)  any election to transfer or withdraw from Account #2
which occurs within six months after an election to transfer into
Account #2 or into another Equity Fund Account; and 

    (ii)  any election to transfer into Account #2 which occurs
within six months after an election to transfer or withdraw from
Account #2 or from another Equity Fund Account,

the second election shall be deemed not to have occurred for any
purpose under this Plan, and the account of any such Participant
shall continue to reflect all balances and accruals as if such
election had not been made.  The Company is authorized to make
any adjustments to a Participant's account as may be necessary
to give effect to the foregoing provision.

For purposes of this Section 4(f):

"Equity Fund Account" shall mean an account for a Participant
maintained under a benefit plan of the Company, that contains a
Company "equity security" within the meaning of the term "equity
security of such issuer" in Rule 16a-1 under the Exchange Act.


5.   DISTRIBUTION

     a.   Except in the case of the death of a Participant,
distribution of Accounts shall commence as of the date specified
by the Participant in said Participant's applicable Notice of
Election form, which date shall be no later than one year after
termination from the Board.  The Participant may revise the
terms of distribution of the Participant's Accounts by
submitting a revised Notice of Election, provided that (i) the
revised Notice of Election form shall be filed by the
Participant with the Secretary not later  than twelve months
prior to the Participant's normal retirement date from the
Board, and (ii) in any event, distribution of the Participant's
Accounts shall not commence earlier than twelve months after the
Participant's revised Notice of Election form is filed with the
Secretary.

     b.   Except in the case of the death of the Participant,
payment of the amount in each Account shall be either in the form
of a lump-sum or in annual installments over a period of years not
to exceed ten (10) years as selected by the Participant in the
applicable Notice of Election form.  The amount of any
installment payment shall be determined by multiplying the
amount to which the Participant would be entitled as a lump sum
on the installment date by a fraction, the numerator of which is
one and the denominator of which is the number of remaining
unpaid installments.

     c.   In the event of the Participant's death prior to the
Distribution Date, or after annual installments to the
Participant have commenced but before full distribution has been
made, the then remaining balance in each Account shall be paid
in a lump-sum to the Beneficiary or contingent Beneficiary
designated in the Notice of Election form, or to the estate of
the deceased Participant if there is no surviving Beneficiary or
contingent Beneficiary.  In either such event the lump sum
payment shall be valued as of the first day of the month
following the Participant's date of death.  A Participant may
change the Beneficiary or contingent Beneficiary from time to
time by filing with the Secretary a written notice of such
change; provided, however, that no such notice of change of
Beneficiary shall be effective unless it had been received by
the Secretary prior to the date of the Participant's death.

     d.   Upon demonstration of Hardship by the Participant to the
Compensation Committee of the Board of Directors of the Company,
distribution of a Participant's Account, or the remaining
balance of any unpaid installments, as the case may be, may be
made in a lump sum.


6.   MISCELLANEOUS

     a.   The Board of Directors of the Company may amend or
terminate the Plan at any time; however, any amendment or
termination of the Plan shall not affect the rights of Participants
or Beneficiaries to payment, in accordance with Section 5 of the
Plan, of amounts credited to Participants' Accounts at the time
of such amendment or termination.  The Board of Directors and
the Secretary may in their discretion prescribe such provisions
and interpretations of the Plan as they shall deem necessary or
advisable.

     b.   The Plan does not create a trust in favor of a
Participant, a Participant's designated Beneficiary or
Beneficiaries, or any other person claiming on a Participant's
behalf, and the obligation of the Company is solely a contractual
obligation to make payments due hereunder.  In this regard, the
balance in any Account shall be considered a liability of the
Company and a Participant's right thereto shall be the same as any
unsecured general creditor of the Company.  Neither a Participant
nor any other person shall acquire any right, title, or interest in
or to any amount outstanding to a Participant's credit under the
Plan other than the actual payment of such portions thereof in
accordance with the terms of the Plan.

     c.   No right or benefit under the Plan shall be subject to
anticipation, alienation, sale, assignment, pledge, encumbrance
or change, and any attempt to anticipate, alienate, sell,
assign, pledge, encumber or change the same shall be void.  No
right or benefit hereunder shall in any manner be liable for or
subject to the debts, contracts, liabilities or torts of the
person entitled to such benefit.

     d.   Construction of the Plan shall be governed by the laws of
Illinois.

     e.   The terms of the Plan shall be binding upon the heirs,
executors, administrators, personal representatives, successors
and assigns of all parties in interest.

     f.   The headings have been inserted for convenience only and
shall not affect the meaning or interpretation of the Plan.

     g.   Any amount payable to or for the benefit of a minor, an
incompetent person or other person incapable of receipting
therefor shall be deemed paid when paid to such person's
guardian or to the party providing or reasonably appearing to
provide for the care of such person, and such payment shall
fully discharge the Company and the Board of Directors with
respect thereto.