Brenda C. Barnes 1, 2
45, former president and chief executive officer of PepsiCola North America 1996-1998; chief operating officer of PepsiCola North America 1994-1996. Director, Avon Products, Inc.; Starwood Hotels & Resorts; and The New York Times Company. Sears director since 1997.

Arthur C. Martinez
59, chairman, president and chief executive officer since 1995; chairman and chief executive officer of the former Merchandise Group 1992-1995. Director, Ameritech Corporation; the National Urban League; and Northwestern Memorial Hospital. Sears director since 1995.

Clarence B. Rogers, Jr. 2*, 3
69, chairman of Equifax Inc. since 1992; chief executive officer of Equifax 1989-1995. Director, ChoicePoint, Inc.; Briggs & Stratton Corporation; Morgan Stanley Dean Witter & Co.; and Oxford Industries, Inc. Sears director since 1980.

Alston D. Correll, Jr. 1, 2
57, chairman, chief executive officer and president of Georgia-Pacific Corporation since 1993; president and chief operating officer of Georgia-Pacific 1991-1993. Director, Georgia-Pacific Corporation; SunTrust Banks, Inc.; and The Southern Company. Sears director since 1996.

Michael A. Miles 2, 3*
59, chairman and chief executive officer of Philip Morris Companies Inc. from 1991 until his retirement in 1994. Director, The Allstate Corporation; Morgan Stanley Dean Witter & Co.; Dell Computer Corp.; and Time Warner Inc. Sears director since 1992.



Hall Adams, Jr. 1, 3
65, chairman and chief executive officer of Leo Burnett Company, Inc. from 1987 until his retirement in 1992. Director, McDonald's Corporation and The Dun & Bradstreet Corporation. Sears director since 1993.

Warren L. Batts 1*, 3
66, chairman and chief executive officer of Tupperware Corporation from 1996 until his retirement in 1997; chairman of Premark International, Inc. from 1996 until his retirement in 1997; chairman and chief executive officer of Premark 1986-1996. Director, The Allstate Corporation; Cooper Industries, Inc.; and Sprint Corporation. Sears director since 1986.

Dorothy A. Terrell 1, 2
53, president, services group and senior vice president, corporate operations, Natural MicroSystems Corporation since 1998; president of SunExpress and corporate executive officer of Sun Microsystems, Inc. 1991-1997. Director, General Mills, Inc.; Herman Miller, Inc.; and Massachusetts Technology Development Corporation. Sears director since 1995.

Patrick G. Ryan 2, 3
61, chairman and chief executive officer of Aon Corporation since 1990; president and chief executive officer of Aon since 1982. Director, Tribune Company. Sears director since 1997.



Richard C. Notebaert 1, 3
51, chairman, president and chief executive officer of Ameritech Corporation since 1994; president and chief operating officer of Ameritech 1993-1994; vice chairman of Ameritech 1993. Sears director since 1996.

Hugh B. Price 1, 3
57, president and chief executive officer of the National Urban League since 1994; vice president of Rockefeller Foundation 1988-1994. Director, Bell Atlantic Corporation and Metropolitan Life Insurance Company. Sears director since 1997.

Committee Membership:
1. Audit Committee
2. Compensation Committee
3. Nominating Committee
* Chairman of Committee

Note:
Donald H. Rumsfeld, chairman of Gilead Sciences, Inc., retired from Sears Board of Directors on May 14, 1998.


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