Exhibit 10


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 February 4, 1997





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  from one to ten (10) years
as selected by the Participant in the applicable Notice of Election
form.  At the election of the Participant, payment of the first
installment may be delayed until one year after the Participant's
termination from the Board.   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.