NOTE >13 > SHAREHOLDERS' EQUITY

Dividend Payments
Under terms of indentures entered into in 1981 and thereafter, the Company cannot take specified actions, including the declaration of cash dividends, that would cause its unencumbered assets, as defined, to fall below 150% of its liabilities, as defined. At January 1, 2000, approximately $4.5 billion could be paid in dividends to shareholders under the most restrictive indentures.

Share Repurchase Program
On February 3, 1998, the Board of Directors extended, for an additional two years, the common share repurchase program which is used to acquire shares for distribution in connection with the expected exercise of stock options, the grant of restricted shares and the exchange of deferred shares under the Company's stock plans. The program authorized the Company to acquire up to 20 million Sears common shares on the open market. By the end of the first quarter of 1999, all 20 million common shares authorized to be purchased under this repurchase program had been acquired.

On March 10, 1999, the Board of Directors approved a common share repurchase program to acquire up to $1.5 billion of the Company's common shares by December 31, 2001. The shares are to be purchased on the open market or through privately negotiated transactions. As of January 1, 2000, approximately 14.0 million common shares have been acquired under this repurchase program at a cost of approximately $464 million.

  Annual Report 1999