ARTHUR C. MARTINEZ
60, chairman, president and chief executive officer since 1995. Chairman and chief executive officer of the former Merchandise Group, 1992-1995. M.B.A., 1965, Harvard University; B.S., 1960, Polytechnic University.

M. SHAN ATKINS
42, executive vice president, Strategic Initiatives since September 1999. Senior vice president--Corporate Strategy, April, 1999; vice president/general merchandising manager, Lawn & Garden 1998-1999; vice president-strategy. Merchandise Planning Office, Imports 1996-1998. Vice president and partner of Bain & Company, 1982-1996. M.B.A., 1983 Harvard Business School; Bachelor of Commerce, 1979, Queens University.

JEFFREY N. BOYER
41, chief financial officer since September 1999. Vice president and controller, 1998-1999; vice president, finance--Full-line Stores, 1996-1998. Vice president, business development of The Pillsbury Co., 1995-1996 and vice president of Finance--general foods of Kraft General Foods, 1994-1995. B.S., 1980, University of Illinois; C.P.A., 1980, Illinois.

JAMES R. CLIFFORD
54, president and chief operating officer of Full-line Stores since 1998. Sears Canada, Inc.--president and chief operating officer, 1996-1998; senior vice president and chief financial officer, 1993-1996. M.B.A., 1971, Seattle University; B.B.A., 1968, Cleveland State.

MARK A. COHEN
51, president, Softlines, chief marketing officer since September 1999. Executive vice president--Marketing from January to August 1999. Senior vice president of Cosmetics, Accessories, Fine Jewelry, Footwear and Home Fashions, 1998-1999. Chairman and chief executive officer of Bradlees, Inc., 1994-1997. M.B.A., 1971 and B.A. Engineering, 1969, Columbia University.

MARY E. CONWAY
51, president, Stores since September 1999. President, Full-line Stores 1999; senior vice president, Northeast Region 1998-1999; region general manager 1993-1998. 1982, Beaver College; 1980, St. Joseph University.

JULIAN C. DAY
47, executive vice president and chief operating officer since September 1999. Executive vice president and chief financial officer, March 1999 to September 1999. Executive vice president and chief financial officer of Safeway, Inc. 1992-1998. M.B.A., 1979, London Business School; M.A., 1975 and B.A., 1974, Oxford University.

LYLE G. HEIDEMANN
54, president, Hardlines since 1999. Senior vice president, Appliances/ Electronics, 1998-1999; vice president, Appliances/Electronics, 1997-1998; vice president, general merchandise manager--Home Appliances, 1996-1997; divisional vice president, Lawn and Garden/Sporting Goods, 1992-1996. B.S., 1967, Northern Illinois University.

ANASTASIA D. KELLY
50, executive vice president, general counsel since September 1999. Executive vice president, general counsel and secretary, March 1999 to September 1999. Fanie Mae--senior vice president, general counsel and secretary, 1996-1999; senior vice president and general counsel, 1996 and senior vice president, deputy general 1995-1996. Partner, Wilmer, Cutler & Pickering, 1990-1995. J.D., 1981, George Washington University National Law Center; B.A., 1971, Trinity College.

ALAN J. LACY
46, president, Services since September 1999, president of Sears Credit from 1997 until 1999 (additionally as chief financial officer from 1998 to 1999), and chief financial officer, from 1995 until 1997. Executive vice president and chief financial officer 1995-1997; senior vice president of Finance of the former Merchandise Group 1994-1995. Vice president of Financial Services and Systems of Philip Morris Companies Inc. and president of Philip Morris Capital Corporation, 1993-1994. M.B.A., 1977, Emory University; B.S., 1975, Georgia Institute of Technology.

GERALD N. MILLER
52, senior vice president and chief information officer since 1998. Vice president of Logistics Information Systems 1995-1998; senior systems, director 1994-1995. Vice president of Information Technology of Bergen Brunswig Corporation, 1987-1994. B.S.ÐFinance, 1970, Long Beach State.

WILLIAM G. PAGONIS
58, executive vice president, Logistics since 1994. Senior vice president, 1993-1994. Retired Lieutenant General, U.S. Army. M.B.A., 1970 and B.S., 1964, Pennsylvania State University.

JOHN T. SLOAN
48, executive vice president, Human Resources since 1999. Senior vice president, Human Resources, 1998-1999. Vice president--Human Resources, Full-line stores, 1996-1998. Senior vice president of administration of Tribune Company, 1993-1996. M.B.A., 1976, Fordham University; B.S., 1974, Cornell University.

ARTHUR C. MARTINEZ 3*
60, chairman, president and chief executive officer since 1995; chairman and chief executive officer of the former Merchandise Group 1992-1995. Vice chairman and director of Saks Fifth Avenue 1990-1992. Director, Pepsi Co., Inc. Sears director since 1995.

RICHARD C. NOTEBAERT 1,4
52, chairman, president and chief executive officer of Ameritech Corporation from 1994 until his retirement in December 1999; president and chief operating officer 1993-1994; vice chairman 1993. Sears director since 1996.

HALL ADAMS, JR. 1,4
66, chairman and chief executive officer of Leo Burnett Company, Inc. from 1987 until his retirement in 1992. Director, The Dun & Bradstreet Corporation and McDonald's Corporation. Sears director since 1993.

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

BRENDA C. BARNES 1,2*,3,4
46, Interim president, chief operating officer, Starwood Hotels and Resorts since November 1999; 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.; Lucas Digital Ltd. and Lucas Arts Entertainment Company; Starwood Hotels & Resorts; and The New York Times Company. Sears director since 1997.

HUGH B. PRICE 1,4
58, president and chief executive officer of the National Urban League since 1994; vice president of Rockefeller Foundation 1988-1994. Director, Bell Atlantic Corporation, New England Telephone & Telegraph Co. and New York Telephone Company. Sears director since 1997.

WARREN L. BATTS 1*,3,4
67, chairman and chief executive officer of Tupperware Corporation from 1996-1997; chairman of Premark International, Inc. from 1996-1997; chairman and chief executive officer of Premark 1986-1996. Director, The Allstate Corporation; Cooper Industries, Inc.; Derby Cycle Corporation and Sprint Corporation. Sears director since 1986.

PATRICK G. RYAN 2,4
62, chairman and chief executive officer of Aon Corporation since 1990; president and chief executive officer from August 1982 through April 1999. Director, Tribune Company. Sears director since 1997.

ALSTON D. CORRELL, JR. 1,2
58, chairman, chief executive officer and president of Georgia-Pacific Corporation since 1993; president and chief operating officer 1991-1993. Director, Sun Trust Banks, Inc. and The Southern Company. Sears director since 1996.

DOROTHY A. TERRELL 1,2
54, president, services group and senior vice president, worldwide sales, Natural MicroSystems Corporation since 1998; president of SunExpress, Inc. 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.

MICHAEL A. MILES 2,3,4*
60, chairman and chief executive officer of Phillip Morris Companies Inc. from 1991-1994. Director, The Allstate Corporation; Dell Computer Corporation, Interpublic Group of Companies, Morgan Stanley, Dean Witter, Discover & Co. and Time Warner Inc. Sears director since 1992.

W. JAMES FARRELL 1,2
57, chairman and chief executive officer of Illinois Tool Works Inc. since 1996; chief executive officer, 1995; executive vice president 1983-1994. Director, The Allstate Corporation and The Quaker Oats Company. Sears director since 1999.

  Annual Report 1999