Exhibit 10(b)
     

SEARS, ROEBUCK AND CO.
DEFERRED COMPENSATION PLAN
AS AMENDED AND RESTATED TO
OCTOBER 9, 1996

<PAGE>
ARTICLE I

DESIGNATION OF PLAN AND DEFINITIONS

     1.1       Title

               This Plan shall be known as the "Sears, Roebuck and
Co. Deferred Compensation Plan" and shall become effective for
Compensation received on and after January 1, 1987.

     1.2       Definitions

               The following definitions will apply:

     (a)       "Accounts" shall mean Deferred Compensation
Accounts.

     (b)       "Beneficiary" or "Contingent Beneficiary"
(collectively, "Beneficiary" or "Beneficiaries"), shall mean the
person or persons last designated in writing by the Participant to
the Committee, in accordance with Section 8.5 of this Plan.

     (c)       "Board" shall mean the Board of Directors of the
Company.

     (d)       "Compensation" shall mean salary, bonuses,  LTIP
awards and any other compensation payable in cash or common shares
with respect to services rendered in any one Plan Year, by a 
Participating Employer to an Eligible Employee.

     (e)       "Committee" shall mean the Committee appointed by
the Board of Directors pursuant to Article VI of this Plan.

     (f)       "Company" shall mean Sears, Roebuck and Co. and all
consolidated subsidiaries thereof.                     

     (g)       "Deferred Compensation Account" shall mean the
balance of all Compensation deferred by a Participant, plus all
interest accrued pursuant to Article IV of the Plan.

     (h)       "Eligible Employee" shall mean any Employee who is
eligible to be selected as a Participant under Article II of
this Plan.

     (i)       "Employee" shall mean any regular, full-time
employee of the Company.

     (j)       "Hardship" shall mean severe financial hardship to
the Participant resulting from a sudden and unexpected illness or
accident of the Participant or of a dependent (as defined in
Section 152(a) of the Internal Revenue Code of 1986, as amended)
of the Participant, loss of the Participant's property due to
casualty, or other similar extraordinary and unforeseeable
circumstances arising as a result of events beyond the control
of the Participant.  The circumstances that will constitute an
unforeseeable emergency will depend upon the facts of each case,
but, in any case, payment may not be made to the extent that
such hardship is or may be relieved--

          1)   through reimbursement or compensation by insurance
or otherwise,

          2)   by liquidation of the Participant's assets, to the
extent the liquidation of such assets would not itself cause severe
financial hardship, or

          3)   by cessation of deferrals under the Plan.

     Examples of what are not considered to be unforeseeable
emergencies include the need to send a Participant's child to
college or the desire to purchase a home.

     (k)       "LTIP" shall mean the Sears, Roebuck and Co.
Long-Term Incentive Compensation Plan or any similar plan of the
Company providing Compensation intended to serve as incentive for
performance to occur over a period longer than one fiscal year. 

     (l)       "Participant" shall mean an Eligible Employee
participating in the Plan in accordance with Article II hereof.

     (m)       "Participating Employer" shall mean the Company, or
any  Subsidiary which adopts this Plan in accordance with Section
2.2 hereof.

     (n)       "Plan" shall mean this Sears, Roebuck and Co. 
Deferred Compensation Plan as set forth herein, and as amended from
time to time in accordance with Article VII hereof.

     (o)       "Plan Year" shall mean the calendar year.

     (p)       "Section 16(a) Participants" shall mean Participants
who are required to file reports under Section 16(a) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act").

     (q)       "Separation from Service" shall mean the termination
of a Participant's employment with the Company for any reason
whatsoever, including retirement, resignation, dismissal and
death.

     (r)       "Subsidiary" shall mean any subsidiary of the
Company.

     (s)       "Transfer" shall mean a change in a Participant's
employment from a Participating  Employer to a Subsidiary which
is not a Participating Employer.

<PAGE>
ARTICLE II

PARTICIPATION

     2.1       Eligibility

          (a)  All Employees who are designated by the Board from
time to time as "executive officers" for the purposes of Section 16
of the Exchange Act, and the rules and regulations promulgated
thereunder, shall be Eligible Employees and may be Participants
for the next Plan Year.  

          (b)  All other key officers and Employees as the
Committee may approve who expect to have Compensation and such
other items of income as the Committee shall determine, of over the
amount fixed from time to time by the Secretary of the Treasury
pursuant to Section 401(a)(17) of the Internal Revenue Code of
1986, as amended, for the next Plan Year, shall be Eligible
Employees and may be Participants for the next Plan Year.  The
Committee may change the requirements in this Section 2.1 for
eligibility, provided, however, that the Committee shall not
decrease said income eligibility requirement.  

     2.2       Participating Employers

          Any Subsidiary, with the approval of the Company, may
adopt this Plan for its Eligible Employees.

     2.3       Notice of Eligibility

          The Committee or its appointed representative shall
notify each Eligible Employee no later than 30 days prior to the
first business day of any Plan Year or as soon thereafter as
practicable, that he/she is entitled to become a Participant in
the Plan for such Plan Year.

     2.4       Participation Election

          Each Eligible Employee shall give written notice to the
Committee or its representative, of his/her election to become a
Participant in the Plan for any Plan Year, no later than the
last business day of the preceeding Plan Year.  Such notice
shall specify the deferral percentages or amount of Compensation
expected to be earned and payable with respect to the upcoming
Plan Year to be deferred when such amounts would otherwise be
payable, as set forth in Section 3.1 of the Plan.  If an
Eligible Employee fails to give such written notice of election,
such failure will be deemed an election not to become a
Participant for such Plan Year.  No change may be made in
deferral election for the plan year for which a deferral
election previously has been made.  However, a participant may at
any time suspend participation in the Plan for the remainder of a
plan year as to deferrals of the salary component of compensation,
and deferrals of said salary under the Plan for that plan year will
discontinue, starting with salary earned in the month following
the receipt by the Committee or its appointed representative of
written notice of such suspension. 

     2.5       Participation Election Form
 
     The Committee shall approve and distribute to all Eligible
Employees a form which shall be used by Eligible Employees to
notify the Committee of their election to participate in the
Plan pursuant to Section 2.4 hereof.  Such form shall clearly
delineate the deferral alternatives provided by the Plan,
pursuant to Section 3.1 hereof.

<PAGE>
ARTICLE III

DEFERRALS

     3.1       Amount of Deferral

          (a)  Pursuant to Section 2.4 hereof, a Section 16(a)
Participant may  elect to defer  in whole number percentages or
whole dollar terms, or a combination thereof, up to all of the
aggregate of that portion of such person's base salary, annual
bonus, LTIP awards and any other compensation payable for
services rendered during the Plan Year and such other portion of
such person's Compensation as may be designated by the Board, in
excess of (i) the amount fixed from time to time by the
Secretary of the Treasury pursuant to Section 401(a)(17) of the
Internal Revenue Code of 1986, as amended, or (ii) any other
higher limitation expressly imposed by the Board.

          (b)  Any other Participant may, pursuant to Section 2.4
hereof, elect to defer  in whole number percentages or whole dollar
terms, or a combination thereof, up to all of the aggregate of
that portion of a Participant's base salary, annual bonus, LTIP
awards and any other compensation payable for services rendered
during the Plan Year and such other portion of such
Participant's Compensation as may be designated by the
Committee, in excess of (i) the amount fixed from time to time
by the Secretary of the Treasury pursuant to Section 401(a)(17)
of the Internal Revenue Code of 1986, as amended, or (ii) any
other higher limitation expressly imposed by the Committee.


     3.2       Effective Date of Deferral

          Compensation deferred shall be credited to a
Participant's Account as set forth in Section 4.2.

     3.3.      Use of Amounts Deferred

          Amounts credited to Deferred Compensation Accounts
hereunder shall be a part of the general funds of the Company,
shall be subject to all the risks of the Company's business, and
may be deposited, invested or expended in any manner whatsoever by
the Company.

<PAGE>
ARTICLE IV

                              
DEFERRED COMPENSATION ACCOUNTS AND VESTING

     4.1       Establishment of Account

          The Committee shall establish, by bookkeeping entry on
the books of the Company, a Deferred Compensation Account for each
Participant.  Such Account shall be established as of the first
day of the Plan Year for which the Eligible Employee first
becomes a Participant.

     4.2       Contributions to Account

          The Committee shall cause deferred Compensation to be
credited by bookkeeping entry to each Participant's Account as of
the date when such Compensation otherwise would have been payable
to the Participant.

     4.3       Accrual of Interest on Compensation Deferred

          To each Subaccount shall be credited, as applicable,
Compensation deferred, Dividend Equivalents on Common Shares,
and interest.  Payments to the Participant or amounts
transferred to another Subaccount under the Plan shall be
debited to the appropriate Subaccount.

          (a)  Subaccount #1 - Sears Roebuck Acceptance Corp.
Commercial Paper Rate.  Compensation deferred into Subaccount #1
shall be credited to the Subaccount on the same date when it would
otherwise be payable to the Participant.  Compensation deferred
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 Subaccount for the period from the date amounts were
credited to such Subaccount to the end of such calendar month.

          (b)  Subaccount #2 - Common Share Units.  Compensation
deferred into Subaccount #2 shall be credited to the Subaccount on
the same date when it would otherwise be payable to the
Participant. Such Compensation shall be converted into a number of
Common Share Units on the date credited to the Subaccount by
dividing the Compensation deferred by the Fair Market Value on such
date. If Common Share Units exist in a Participant's Subaccount
which are indexed under Subaccount #2 on a dividend record date for
the Company's common shares, Dividend Equivalents shall be
credited to the Participant's Subaccount 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 Committee shall make
such equitable adjustments, if any, by reason of any such
change, deemed appropriate in the number of Common Share Units
credited to each Participant's Subaccount #. 2.

          (c)  Subaccount #3 -  Equity Index Subaccount. 
Compensation deferred into Subaccount #3 shall be credited to the
Subaccount 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 Subaccount 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
Subaccount for amounts credited during the month or from the
last day of the preceding month for amounts in the Subaccount on
such day.  Similar adjustments shall also be made on any date
the Subaccount is debited by reason of any transfer of an amount
to another Subaccount or distribution to the Participant.  In
the event that the  Equity Index is not published for any date
referred to above, the  Equity Index for the closest day
preceding such date for which such Index is published shall be
used.

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

          (e)  Subaccount #5 - Restricted Common Share Unit
Account.  Compensation deferred into Subaccount #5 shall be
credited to the Subaccount on the same date when it would otherwise
be payable to the Participant.  If a Participant has elected to
defer all or any portion of  his or her annual bonus
Compensation or LTIP Compensation under any plan, contract,
authorization or arrangement of the Company, then the
Participant may elect to invest such deferrals in restricted
common share units and the dollar amount of such Compensation
will be allocated to Subaccount #5 and to no other Subaccount,
except as provided below.  

           Such amounts will be converted into Common Share Units
on the above-mentioned date and thereafter will be held in
Subaccount #5 and administered for all purposes in the same manner
as Compensation deferred into the Common Share Unit Account set
forth in Section 4.3(b), including but not limited to, the
allocation of Dividend Equivalents.  Any event that would cause
a forfeiture of restricted shares under any of the
above-mentioned plans or arrangements of the Company shall cause
a forfeiture of Common Share Units under Subaccount #5.  

          On the date on which all restrictions would lapse if a
participant had received restricted common shares pursuant to
any of the above-mentioned plans or arrangements, instead of
restricted common share units pursuant to this Plan, all
Dividend Equivalents (except for Dividend Equivalents accruing
as of the close of business on such date) will cease to accrue
and all amounts in Subaccount #5 will automatically be
transferred into Subaccount #2 and thereafter will be subject to
all of the provisions of the Plan applicable to Subaccount #2,
including provisions relating to transfers of amounts between
Subaccount #2 and other Subaccounts and distribution.  

          Under no circumstances may a Participant who has received
restricted common shares of the Company pursuant to any plan or
arrangement be allowed to defer such shares into this Plan.

          (f)  Transfers between Subaccounts.  Transfers  among
Subaccounts #1, #2, #3 and #4 may be made once for each calendar
month at the request of the Participant upon application to the
Committee, and shall be effective as of the first day of the
calendar month subsequent to the month in which the Company
receives such Participant's request to transfer.  Except for the
mandatory transfer referred to in Section 4.3(e) above, no
transfers shall be allowed to or from Subaccount #5.  

     With respect to a Section 16(a) Participant, in the case of: 

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

(ii) any election to transfer into Subaccount #2 which occurs
within six months after an election to transfer or withdraw from
Subaccount #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 Section
16(a) 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 Section 16(a)
Participant's account as may be necessary to give effect to the
foregoing provision.

          (g)  The following definitions apply to this Section 4.3:

               1)   "Common Share Unit" shall mean an amount of
Compensation deferred 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.


               2)   "Common shares" shall mean the Company's common
shares, par value $.75 per share.

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

               4)   "Equity Fund Account" shall mean an account for
a Section 16(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)   "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.

               6)   "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.

               7)   "Fixed Income Index" shall mean the Lehman
Brothers Aggregate Bond Index, 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.

               8)   "Subaccount" shall mean the portion of the
balance in an Account reflecting the Compensation deferred and
indexed, as specified by the Participant, against one of the
indices set forth in Sections 4.3(a), (b), (c),  (d) or (e), and
the interest amounts credited thereto.

          (h)  Each Participant may vary the choice of indices
against which interest on Compensation is measured by executing and
delivering a notice to the Director of Compensation of the
Company at any time.  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.    


     4.4       Vesting

          A Participant shall be fully vested in his/her Deferred
Compensation Account at all times, subject to Sections 3.3 and
8.2.

     4.5       Transfers

          In the event of a Transfer, deferrals of Compensation
under this Plan shall be discontinued as of the first day of the
pay period during which the Transfer becomes effective, according
to Company policy.  The Participant's Account shall continue to
accrue interest in the same manner as the Accounts of all other
Participants, until such time as the Account is distributable
pursuant to Article V.  In the event such an Employee again
becomes an Eligible Employee, he will be notified of his
eligibility to become a Participant again in accordance with the
procedure set forth in Section 2.3 and may elect to become a
Participant again in accordance with the procedure in Section
2.4.

<PAGE>
ARTICLE V

PAYMENTS

          5.1       Events Causing Accounts to Become 
                    Distributable

          A Participant's Account becomes distributable on the date
on which any of the following occurs:

          (a)  Separation from Service; 
 
          (b)  In a lump sum, one or two years subsequent to
Separation from Service, at the election of the Participant;

          (c)  Demonstration of Hardship by the Participant to the
Committee or its representative; and

          (d)  As to all or any portion of an Account attributable
to Compensation deferred and interest accrued thereon after the
date on which the Committee receives a Participant's election
form under this subsection 5.1(d) as shall be irrevocably
specified by the Participant, on a date certain occurring at any
time subsequent to the fiscal year in which the Participant
first participates in the Plan.  Any balance in the
Participant's Account remaining after any payment under this
paragraph (d) and any balance in the Account attributable to
participation in the Plan in any year subsequent to the year in
which a payout on such date certain occurs, shall be paid to the
Participant as provided in paragraphs (a), (b) or (c) above.

Notwithstanding any contrary election by a Participant, any
payment under this Section 5.1 which would be made at a time
when a Participant is a "covered employee" as defined in Section
162(m) of the Internal Revenue Code of 1986, as amended, and
which the Company would be prohibited by said Section 162(m)
from claiming as a deduction on any tax return shall continue to
be deferred hereunder until the first date on which the Company
can claim such deduction, unless further deferred as provided in
Section 5.1(b).

          5.2       Notice of Account Payment and Commencement 
                    of Distribution                            

          The Committee or its appointed representative shall
notify a Participant or Beneficiary, as the case may be, that
he/she is entitled to receive payment from an Account, no later
than the first day of the month succeeding the date on which the
Account becomes distributable, or as soon thereafter as
practicable.  Distribution of Account balances shall commence on
the first day of the month following the date on which the Account
becomes distributable, or as soon thereafter as practicable.


     5.3       Form of Payment

          (a)  Except as provided in paragraphs (c) and (d) of this
Section 5.3 and Article VIII hereof, payments of Account
balances to a Participant shall be in the form of one lump sum
payment or annual cash installment payments over a period of
from 1 to 10 years, at the election of the Participant.  

          (b)  The following formula shall be used to determine
each annual installment payment to a Participant who has elected to
receive installment payments

remaining Account balance as of
the current payment date               
___________________________________________  
number of remaining payments, including the current one

Annual payments shall be made on the day payments commence
pursuant to Section 5.2 and on each annual anniversary date of
such initial payment.  Interest shall continue to accrue on the
entire unpaid Account balance, as provided in Section 4.3.

          (c)  In the event of a Participant's death prior to full
distribution of his/her Account, the remaining Account balance
shall be paid in a lump-sum to the Beneficiary or Beneficiaries,
according to the designation made by the Participant, as soon as
practicable after a Participant's death, and shall accrue
interest until the account is completely distributed.

          (d)  Notwithstanding the provisions of paragraph (b)
above, if the remaining unpaid Account balance is $5,000 or less on
any date an annual installment payment is to be made to a
Participant, the payment shall be the remaining unpaid Account
balance.

     5.4       Distribution Election

          (a)  Each Participant shall give written notice of
his/her desired form of payment at the time of his/her
participation election set forth in Section 2.4.

          (b)  Except for distribution elections under Section
5.1(d), each Participant may from time to time revise the terms of
distribution of the Participant's Account by submitting a
revised written notice of his/her desired form of payment,
provided that (i) the revised written notice of his/her desired
form of payment shall be filed by the Participant with the
Committee or its representative no less than twelve months prior
to the date on which payment would commence to be made in the
absence of such revised written notice, but in any event no
later than the day before the date of the Participant's
Separation from Service and (ii) in any event, distribution of
the Participant's Account shall not commence earlier than twelve
months after the Participant's revised notice of his/her desired
form of payment is filed with the Committee or its representative.

     5.5       Distribution Election Form

          The Committee shall approve and distribute to all
Participants a form which shall be used by each Participant to
notify the Committee of his/her desired form of payment or to
notify the Committee of any revision to his/her desired form of
payment.  Such form shall clearly delineate the payment
alternatives provided pursuant to Section 5.4 hereof.

<PAGE>
ARTICLE VI

ADMINISTRATION

     6.1       General Administration; Rights and Duties

          Subject to the express limitations of the Plan, the
Committee, on behalf of the Participants, shall be charged with the
general administration of the Plan and with the responsibility for
carrying out its provisions, and shall have all powers necessary
to accomplish those purposes, including, but not by way of
limitation, the following:

     (a)  To construe and interpret the Plan;

     (b)  To compute the amount of benefits payable to
Participants;

     (c)  To authorize all disbursements by the Company of Account
balances pursuant to the Plan;

     (d)  To maintain all the necessary records for the
administration of the Plan;

     (e)  To make and publish rules for the administration and
interpretation of the Plan and the transaction of its business;

     (f)  To inform each Participant as soon as practicable after
January 1 of each Plan Year, of the value of the Participant's
Deferred Compensation Account as of the end of the previous Plan
Year; and

     (g)  To appoint (i) officers or Employees of the Company whom
the Committee believes to be reliable and competent; and (ii)
legal counsel (who may be Employees of the Company and
Participants), independent accountants and other persons to
assist the Committee in administering the Plan.

          The determination of the Committee as to any disputed
question or controversy shall be conclusive. 

          Any member of the Committee may resign by delivering a
written resignation to the Board.

<PAGE>
ARTICLE VII

PLAN AMENDMENTS AND TERMINATION

     7.1       Amendments

          The Company shall have the right to amend this Plan from
time to time by resolutions of the Board or by the Committee, and
to amend or rescind any such amendments; provided, however, that no
action under this Section 7.1 shall in any way reduce the amount
of Compensation deferred or any interest thereon, up to and
including the end of the month in which such action is taken;
and provided further that Sections 2.1(a) and 3.1(a) may be
amended only by the Board.  Interest will continue to accrue as
provided in Section 4.3.  All such amendments shall be in
writing and shall be effective as provided by the Board or the
Committee, as the case may be, subject to the limitations in
this Section 7.1.  The Committee shall inform each Participant
as soon as practicable following the enactment of any such
amendment.


     7.2       Termination of Plan

          Although the Company expects that this Plan will continue
indefinitely, continuance of this Plan is not a contractual or
other obligation of the Company, and the Company expressly
reserves its right to discontinue this Plan at any time by
resolutions of the Board or the Compensation Committee of the
Board, effective as provided in such resolutions.  However, no
such action shall in any way reduce the amount of Compensation
deferred or any interest thereon, up to and including the end of
the month in which such action is taken.  Interest will continue
to accrue as provided in Section 4.3.

<PAGE>
ARTICLE VIII

MISCELLANEOUS

     8.1       Notification to Committee

          Any notification given by a Participant pursuant to this
Plan shall be made in writing to the Committee or to such
representative of the Committee as may be designated by it for
such purpose, and shall be deemed to have been made or given on
the date received by the Committee or such representative.

     8.2       Participants' Employment

          Participation in this Plan shall not give any Participant
the right to be retained in the Company's employ or any right or
interest other than as herein provided.  No Participant or
Employee shall have any right to any payment or benefit
hereunder except to the extent provided in this Plan.  The
Company expressly reserves the right to dismiss any Participant
without any liability for any claim against the Company, except
to the extent expressly provided herein.  This Plan shall create
only a contractual obligation on the part of the Company and
shall not be construed as creating a trust or other fiduciary
relationship with Participants.  Participants will have only the
rights of general unsecured creditors of the Company with
respect to Compensation deferred and interest credited to their
Accounts.

     8.3       Other Plans

          This Plan shall not affect the right of any Employee or
Participant to participate in and receive benefits under and in
accordance with the provisions of any other Company plans which
are now or may hereafter be in existence.

     8.4       Beneficiaries and Contingent Beneficiaries

          Each Participant shall, by written notice to the
Committee, designate one or more persons or entities (including a
trust or trusts or his/her estate) to receive any balance in
his/her Deferred Compensation Account and interest thereon, payable
to him/her under this Plan in the event of his/her death prior to
full payment thereof.  The Participant may also designate a
person or persons as a Contingent Beneficiary or Contingent
Beneficiaries who shall succeed to the rights of the person or
persons originally designated as Beneficiary or Beneficiaries,
in case the latter should die.  He/she may from time to time
change any designation of Beneficiary or Contingent Beneficiary
so made, and the last written notice given by him/her to the
Committee shall be controlling.  In the event a Participant
designates a person other than his/her spouse as Beneficiary of
any interests under this Plan, the Participant's spouse shall
sign a statement specifically approving such designation and
authorizing the Committee to make payment of such interests in
the manner provided in such designation.  In the absence of such
designation by the Participant, or in the absence of spousal
approval and authorization as hereinabove provided, or in the
event of the death prior to or simultaneous with the death of
the Participant, of all Beneficiaries or Contingent
Beneficiaries, as the case may be, to whom payments were to be
made pursuant to a designation under this Section, and failing
any other valid designation by the Participant, such payments or
any balance thereof shall be paid to such Participant's legal
representatives.  In the event of the death, subsequent to the
death of the Participant, of all Beneficiaries or Contingent
Beneficiaries, as the case may be, to whom such payments were to
be made or were being made pursuant to a designation under this
section, such payments or any balance thereof shall be paid to
the legal representatives of such Beneficiaries or Contingent
Beneficiaries.

     8.5       Taxes

          To the extent permitted by law, if the whole or any part
of a Participant's Account shall become the subject of any estate,
inheritance, income or other tax which the Company shall legally
be required to withhold and/or pay, the Company shall have full
power and authority to pay such tax out of any monies or other
property in its hands and charge such amounts paid against the
Account of the Participant whose interest hereunder is subject
to such taxes.  Prior to making any such tax payment, the
Company may require such releases or other documents from any
lawful taxing authority as the Company shall deem necessary.

     8.6       Benefits Not Assignable; Obligations 
               Binding Upon Successors                

          Benefits under this Plan and rights to receive the
amounts credited to the Account of a Participant shall not be
assignable or transferable and any purported transfer, assignment,
pledge or other encumbrance or attachment of any payments or
benefits under this Plan, other than by operation of law, shall not
be permitted or recognized.  Obligations of the Company under this
Plan shall be binding upon successors of the Company.

     8.7       Illinois Law Governs; Saving Clause

          The validity of this Plan or any of its provisions shall
be construed and governed in all respects under and by the laws of
the State of Illinois.  If any provisions of this Plan shall be
held by a court of competent jurisdiction to be invalid or
unenforceable, the remaining provisions hereof shall continue to
be fully effective.

     8.8       Headings Not Part of Plan

          Headings and subheadings in this Plan are inserted for
reference only, and are not to be considered in the construction
of the provisions hereof.
     
     8.9       Mid-Year Participants

          Notwithstanding Article III and Sections 4.5, 5.4 and 5.5
of the Plan, any person who shall be elected or appointed as an
officer of  a Participating Employer and who expects to have 
Compensation over the amount specified in Section 2.1 of the
Plan for the Plan Year of his or her election as an officer, and
any person who becomes eligible to participate in an LTIP
("Mid-Year Participants"), shall be an Eligible Employee and may
be a Participant, with respect to the portion of the Plan Year
beginning the day after the effective date of election or
appointment, or eligibility to participate in an LTIP.  The
Director of  Compensation of the Company is directed to notify
all persons who become Mid-Year Participants of their
eligibility to participate in the Plan, as soon as practicable
after their election or appointment or after they become
eligible to participate in an LTIP.  Each Mid-Year Participant
shall give written notice to the Committee or its
representative, of his or her election to become a Participant
in the Plan for the remainder of such Plan Year, on  a form  to
be provided by the Company.  If a Mid-Year Participant fails to
give such written notice of election within 30 days of being
notified of his or her eligibility, such failure will be deemed
an election not to become a Participant for the remainder of
such Plan Year.