[ARTHUR C. MARTINEZ, SEARS, ROEBUCK AND CO. LETTERHEAD]
April 28, 2000
Ms. Karin Estes
VP & Director, U.S. Research
Institutional Shareholder Services
1455 Research Blvd.
Fourth Floor
Rockville, MD 20850
Dear Ms. Estes:
This letter is to confirm that:
1. Without the prior approval of the company's shareholders, options issued
under any of the corporation's existing stock option plans will not be
repriced, replaced, or regranted through cancellation, or by lowering the
option exercise price of a previously granted award, and that,
2. We will recommend that the plan be amended at our Board of Directors
meeting in August to reflect these clarifications and a copy will be sent to
ISS. We currently have no reason to believe that the amendments will not be
approved.
Sincerely,
/s/Arthur C. Martinez
