Exhibit 10(c)

AGREEMENT


Sears, Roebuck and Co., including its subsidiaries (collectively
referred to as "Sears"), and ____________________ ("Executive"),
intending to be legally bound and for good and valuable
consideration, agree as follows:

1.   Should Executive be involuntarily terminated from Sears for
any reason, other than willful misconduct or dishonesty, as defined
by Sears current policy, Sears agrees to pay severance to
Executive in the form of two* years of salary continuation,
which will include annual base salary plus annual bonus target
as determined by the year in which termination occurs, less
legal deductions.  While receiving salary continuation,
Executive will be placed on a leave of absence status and
entitled to all benefits for which Executive is eligible to
participate.  Stock options will continue to vest during the
salary continuation period.  Vested options will expire in
accordance with their respective grant letters.  After the first
year, salary continuation payments will be subject to mitigation
by the amount of any compensation and benefits to which the
Executive is entitled because of any employment, including
self-employment.**  An amount may not be paid under this
Agreement to the extent that it, when considered along with
other amounts paid or provided by Sears to Executive, would not
be deductible by Sears because it would (a) exceed an amount
constituting reasonable compensation, (b) constitute an excess
parachute payment under Section 280G of the Internal Revenue
Code, or (c) exceed the limitations of Section 162(m) of the
Internal Revenue Code, or if for any other reason it would not
be allowable as a deduction by Sears under the Internal Revenue
Code.

2.   Executive acknowledges that the above consideration, absent
this Agreement, is beyond what Sears is obligated to pay.  In
consideration of the opportunity for severance benefits
specified above, Executive agrees that:

     a.   The confidential and proprietary information and trade
secrets of Sears are among its most valuable assets, including, but
not limited to, its customer and vendor lists, databases, computer
programs, frameworks, models, its marketing programs, its sales,
financial, marketing, training and technical information, and
any other information, whether communicated orally,
electronically, in writing or in other tangible forms concerning
how Sears creates, develops, acquires or maintains its products
and its marketing plans, targets its potential customers and
operates its retail and other businesses; Sears has invested,
and continues to invest, considerable amounts of time and money
in obtaining and developing the goodwill of its customers, its
other external relationships, its data systems and data bases,
and all the information described above (hereinafter
collectively referred to as "Sears Confidential Information");
and that any misappropriation or unauthorized disclosure of
Sears Confidential Information in any form would irreparably
harm Sears, and Executive will not, except as Sears may
otherwise consent or direct in writing,  reveal or disclose,
sell, use, lecture upon or publish any Sears Confidential
Information.  Executive's obligation under this paragraph will
cease as to any information which has become publicly known
through a source other than the Executive. 

     b.   For a period of two* years from Executive's last day of
active employment,  Executive shall not directly, or indirectly
(through another business or person), engage in the following
activities or assist others in such activities, anywhere in the
United States or in any other jurisdiction outside of the United
States in which Sears conducts or plans to conduct its business:

          1.   Hiring, recruiting, or attempting to recruit for any
person or business entity, which is a Competitor (as defined below)
with Sears, any person employed by Sears; and,

          2.   Being employed by, being connected to, or consulting
for any person who or business entity which is a Competitor of
Sears business or planned business at the time of the termination
of Executive's active employment with Sears.

For the purposes of this Agreement, "Competitor" shall be
defined as any business and any branch, office or operation
thereof, which is in material competition with Sears, including
without limitation, any direct marketing business or retail
department, specialty, discount, furniture, appliance,
electronics, hardware, home improvement, auto parts/service,
apparel store business with annual gross sales in excess of $500
million and any vendor with annual gross sales of services or
merchandise to Sears in excess of $100 million.  

     c.   Executive will provide Sears with such information as
Sears may from time to time request to determine Executive's
compliance with this Agreement.  Executive authorizes Sears to
contact Executive's future employers and other entities with whom
Executive has any sort of business relationship to determine
Executive's compliance with this agreement or to communicate the
contents of this agreement to such employers and entities.

     d.   The restrictions set forth above are necessary to prevent
the use and disclosure of Sears Confidential Information and to
otherwise protect the legitimate business interests of Sears and
that the provisions of this Agreement are reasonable.

     e.   Irreparable harm would result from any breach by
Executive of the provisions of this Agreement and that monetary
damages alone would not provide adequate relief for any such
breach.  Accordingly, if Executive breaches this Agreement, the
Executive agrees that injunctive relief in favor of Sears is
proper.  Moreover, Executive acknowledges and agrees that any award
of injunctive relief shall not preclude Sears from seeking or
recovering any lawful compensatory damages which may have
resulted from a breach of this Agreement, including a forfeiture
of any payments not made and a return of any payments already
received.

     f.   Any waiver, or failure to seek enforcement or remedy for
any breach or suspected breach of any provision of this Agreement
by Sears in any instance shall not be deemed a waiver of such
provision in the future.

3.   Executive may request:  (a) a waiver of the non-competition
provisions of this Agreement; or (b) that the time frame in
paragraph 2b. above, commence during Executive's continued
employment with Sears, by written request to the Chief Executive
Officer*** of Sears or the equivalent.  Such a request will be
given reasonable consideration and may be granted, in whole or
in part, or denied at Sears absolute discretion.

4.   This Agreement will be governed under the internal laws of the
State of Illinois.

5.   If any provision of this Agreement conflicts with any other
agreement, policy, plan, practice or other Sears document, then,
the provisions of this Agreement will control.  This Agreement
will supersede any prior agreement between Executive and Sears
with respect to the subject matter contained herein. 



SEARS, ROEBUCK AND CO.

by:  ___________________________

Date ___________________________

________________________________


Date ___________________________

_____________

*    Three years in the case of the agreement for the Chairman and
CEO.

**   This sentence is not included in the agreement for the
Controller of the Company.

***  In the case of the agreement for the Chairman and CEO,
requests are to be submitted to the Chairman, Compensation
Committee of Sears Board of Directors.