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SEARS BOARD ADOPTS GOVERNANCE MEASURES

 SEARS BOARD ADOPTS GOVERNANCE MEASURES
 CHICAGO, June 15 /PRNewswire/ -- Subsequent to the May 14


shareholders meeting of Sears, Roebuck and Co., (NYSE: S) the board of directors extensively reviewed and gave careful consideration to the issues raised. Today, at a special meeting, the board adopted several new corporate governance measures.
 Sears Chairman Edward A. Brennan said, "The board has listened to our shareholders and has adopted a series of measures which we believe are both responsive and in the best interest of the company. We believe these changes, coupled with existing policies, give Sears a more forward-looking position on the key governance issues."
 Sears announced that the following new corporate policies are effective immediately:
 -- Full confidentiality in shareholder voting. Sears previously had a policy of limited confidential voting.
 -- Directors are expected to acquire and hold at least 1,000 Sears common shares. Previously there was no ownership requirement.
 -- Members of the nominating committee of the board will be outside directors.
 -- The new retirement age for directors of the company and trustees of its profit-sharing fund is 70, down from 72. Incumbent directors who would retire within three years under the current policy may continue to serve until age 72.
 Brennan reiterated that the board will elect one or more outside directors during 1992. Candidates elected by the board would stand for election by shareholders at the 1993 annual meeting.
 The new measures adopted by the board are in addition to those governance measures previously in effect:
 -- In 1991 the board was reconfigured to consist of all outside directors except the chairman.
 -- During that same year, the board determined that the chairman of the board would not also serve as chairman of the nominating committee.
 -- In 1991 the board established a policy that Sears directors would not serve as trustees of The Savings and Profit Sharing Fund of Sears Employees.
 -- Sears has not adopted a poison pill or golden parachutes.
 -0- 6/15/92
 /CONTACT: Gerald E. Buldak of Sears, Roebuck and Co., 312-875-8371/
 (S) CO: Sears, Roebuck and Co. ST: Illinois IN: REA SU:


LR -- NY088 -- 0392 06/15/92 18:04 EDT
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Publication:PR Newswire
Date:Jun 15, 1992
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