Exhibit 99(b)

THE SAVINGS AND PROFIT SHARING FUND
OF
SEARS EMPLOYEES
TRUST AGREEMENT

As amended and restated
effective as of June 30, 1995




THE SAVINGS AND PROFIT SHARING FUND
OF
SEARS EMPLOYEES
TRUST AGREEMENT

This agreement ("Trust Agreement"), as of June 30, 1995 (the
"Effective Date") by and between Sears, Roebuck and Co., a New York
corporation (the "Company"), and The Northern Trust Company of New
York, a Limited Purpose Trust Company organized under the laws of
the state of New York, as Trustee (the "Trustee").

ARTICLE
History and Background

1.1   In General.  This Trust Agreement constitutes an amendment,
restatement and continuation, effective as of the day and year
first above written, of the Trust Agreement entered into by and
between the Company and the Trustee as of January 1, 1995 under The
Savings and Profit Sharing Fund of Sears Employees (the "Plan"). 
The Plan consists of both a profit sharing plan intended to qualify
under Sections 401(a) and 401(k) of the Internal Revenue Code of
1986, as amended (the "Code") and an employee stock ownership plan
intended to qualify as a stock bonus plan under section 401(a) of
the Code and as an employee stock ownership plan under section
4975(e)(7) of the Code.  The parties intend the Trust to be a long-
term investor in common shares of the Company ("Company Shares"),
and that, regardless of the short-term effects of a continuing
investment in the Company Shares, the Trustee shall not dispose of
any such Shares except to the extent required for the day-to-day
administration of the Plan and except as provided in accordance
with Section 4.5 hereof.

Prior to December 20, 1989, the Plan consisted solely of a profit
sharing plan.  Effective as of that date, the Plan was amended to
add a leveraged employee stock ownership feature in order to permit
employees to participate more fully in shareholder decisions and
the enhancement of shareholder value and to thereby assure an
employee work force motivated by the long-term interests of the
Company.  Company Shares acquired with the proceeds of the employee
stock ownership loan are held under a separate trust agreement with
The United States Trust Company of New York until such shares are
released for allocation to the accounts of Plan participants and
transferred to this Trust.

1.2  Split Up of Plan.  Prior to the Effective Date, the Plan
included assets attributable to a profit sharing and stock bonus
plan feature, a leveraged employee stock ownership plan feature
("ESOP") and a tax credit employee stock ownership feature
("ESOF").  As of the Effective Date the Plan was split into two
separate plans:  (1) a profit sharing and stock bonus plan and
leveraged employee stock ownership plan providing benefits to
eligible employees of the Company and its affiliates (exclusive of
The Allstate Corporation and its subsidiaries (the "Allstate
Group")), which continued to hold the assets attributable to the
profit sharing and stock bonus plan, ESOF and ESOP features of the
Plan which were allocable to employees and former employees of the
Company and its affiliates other than the Allstate Group and
certain of the assets held in the ESOP suspense account, and which
continued to be known as The Savings and Profit Sharing Fund of
Sears Employees; and (2) a profit sharing and stock bonus plan and
leveraged employee stock ownership plan providing benefits to
eligible employees of the Allstate Group, to which were transferred
the assets attributable to the profit sharing and stock bonus plan,
ESOF and ESOP features of the Plan which were allocable to
employees and former employees of the Allstate Group, and which is
known as The Savings and Profit Sharing Fund of Allstate Employees.

1.3   Spinoff of Dean Witter, Discover & Co.  Prior to June 30,
1993, Dean Witter, Discover & Co. ("DWDC") and its affiliates were
members of the controlled group of corporations (within the meaning
of Section 414(b) of the Code) that included the Company.  On June
30, 1993, all of the shares of DWDC held by the Company were
distributed to the shareholders of the Company as a spinoff
dividend and DWDC thereby ceased to be a member of the controlled
group of corporations that includes the Company.  As a result of
the spinoff of DWDC from the Company, Company Shares which had been
held in participants' accounts under the Plan were converted into
Company Shares and shares of DWDC that were received as dividends
with respect to such Company Shares.  The Company Shares and the
dividended DWDC shares each represent a portion of the value of the
pre-spinoff investments of participants' accounts in Company
Shares.  Accordingly, the Company determined that in order to
provide participants with the opportunity to continue to hold the
same economic investment following the DWDC spinoff as before and
enhanced investment flexibility following the spinoff, the Plan
shall provide for not only a Company Shares Fund and a Supplement
C Shares Fund, but also a DWDC Shares Fund.  Subject to the
provisions of the Plan, participants may elect to continue holding
shares of DWDC in their accounts under the Plan, or may elect to
sell all or a portion of such shares and reinvest the proceeds in
the Company Shares Fund.  Any election by a participant pursuant to
the immediately preceding sentence shall constitute a direction by
such participant, and the absence of an affirmative election by a
participant to sell any portion of the DWDC shares allocated to his
or her account shall constitute a direction by such participant for
such portion of his or her account to remain invested in DWDC
shares.  Notwithstanding the foregoing, if the Trustee determines
that any direction by a participant as aforesaid is not "proper"
under Section 403(a) of ERISA, and that following such direction
would constitute a violation of ERISA, the Trustee shall have the
absolute discretion to disregard such direction and to take such
action or actions as it deems appropriate under the circumstances
to properly discharge its fiduciary duties.  In particular, the
rights of participants either to continue to hold shares of DWDC
for investment in their accounts or to direct that such shares be
sold and the sale proceeds reinvested in Company Shares shall be
subject to a determination by the Trustee that the continued
holding or the sale of shares of DWDC and reinvestment in Company
Shares, as the case may be, is appropriate in light of prudent
investment standards including considerations of diversification,
and the Trustee shall have absolute discretion at any time to
require either the sale and reinvestment in Company Shares or the
continued holding of all or any portion of the shares of DWDC
allocated to participants' accounts without regard to any election
or the failure to elect by a participant with respect to such sale
or continued holding.  In considering any sales of shares of DWDC
in connection with the foregoing determinations (whether such sales
are to be made at the election of participants or upon the
determination of the Trustee without regard to any election or
failure to elect by participants) the Trustee shall act in
accordance with the best interests of participants to protect the
value of Plan assets.  The DWDC Shares Fund is provided solely to
permit the continued holding of shares of DWDC allocated to
participants' accounts as a result of the spinoff of DWDC. 
Accordingly, no future contributions or investment transfers may be
made to the DWDC Shares Fund.

1.4   Spinoff of The Allstate Corporation.  Prior to the Effective
Date, The Allstate Corporation ("Allstate") and its subsidiaries
were members of the controlled group of corporations (within the
meaning of section 414(b) of the Internal Revenue Code) that
includes the Company.  As of the Effective Date all of the shares
of Allstate held by the Company will be distributed to the
shareholders of the Company as a spinoff dividend and Allstate will
thereby cease to be a member of the controlled group of
corporations that includes the Company.  As a result of the spinoff
of Allstate from the Company on the Effective Date, Company Shares
held in participants' accounts under the Plan will be converted
into Company Shares and shares of Allstate that will be received as
dividends with respect to such Company Shares.  The Company Shares
and the dividended Allstate shares will each represent a portion of
the value of pre-spinoff investments of participants' accounts in
Company Shares.  Accordingly, the Company has determined that in
order to provide participants with the opportunity to continue to
hold the same economic investment following the Allstate spinoff as
before and enhanced investment flexibility following the spinoff,
the Plan shall provide for not only a Company Shares Fund, a
Supplement C Shares Fund and a DWDC Shares Fund, but also an
Allstate Shares Fund.  Subject to the provisions of the Plan,
shares of Allstate allocated to participants' accounts under the
Plan shall, as soon as possible following the Effective Date as is
consistent with prudent investment standards as determined by the
Trustee, be sold (or exchanged for Company Shares) and the proceeds
of such sales shall be applied to the purchase of Company Shares
which shall be allocated to participants' accounts; provided,
however, that at such time and in such manner as the Plan
Administrator may specify, participants may elect to continue
holding shares of Allstate in their accounts under the Plan. 
Participants who, pursuant to the election described in the
preceding sentence, have elected to continue holding shares of
Allstate in their accounts under the Plan, may, at such time and in
such manner as the Plan Administrator may specify, elect to sell
all or a portion of such shares and reinvest the proceeds in
Company Shares.  Any election by a participant pursuant to the
immediately preceding sentence shall constitute a direction by such
participant, and the absence of an affirmative election by a
participant to sell any portion of the Allstate shares allocated to
his or her account shall constitute a direction by such participant
for such portion of his or her account to remain invested in
Allstate shares.  Notwithstanding the foregoing, if the Trustee
determines that any direction by a participant as aforesaid is not
"proper" under Section 403(a) of ERISA, and that following such
direction would constitute a violation of ERISA, the Trustee shall
have the absolute discretion to disregard such direction and to
take such action or actions as it deems appropriate under the
circumstances to properly discharge its fiduciary duties.  In
particular, the rights of participants either to continue to hold
shares of Allstate for investment in their accounts or to direct
that such shares be sold and the sale proceeds reinvested in
Company Shares shall be subject to a determination by the Trustee
that the continued holding or the sale of shares of Allstate and
reinvestment in Company Shares, as the case may be, is appropriate
in light of prudent investment standards including considerations
of diversification, and the Trustee shall have absolute discretion
at any time to require either the sale and reinvestment in Company
Shares or the continued holding of all or any portion of the shares
of Allstate allocated to participants' accounts without regard to
any election or the failure to elect by a participant with respect
to such sale or continued holding.  In considering any sale of
shares of Allstate in connection with the foregoing determinations
(whether such sales are to be made at the election of participants
or upon the determination of the Trustee without regard to any
election or failure to elect by a participant) the Trustee shall
act in accordance with the best interests of participants to
protect the value of Plan assets.  The Allstate Shares Fund is
provided solely to permit the continued holding of shares of
Allstate allocated to participants' accounts as a result of the
spinoff of Allstate.  Accordingly, no future contributions or
reinvestment transfers may be made to the Allstate Shares Fund.

1.5   Qualification of Trust.  The Company intends that the Trust
herein created shall form a part of the Plan with respect to that
portion of the Plan's assets as may be allocated to this Trust from
time to time in accordance with the terms of this Trust Agreement
and shall qualify under Section 401(a) of the Code for tax-exempt
status under Section 501(a) of the Code; until advised to the
contrary, the Trustee may assume the Trust is so qualified.  The
Company shall notify the Trustee of the name of the trustee of any
other trust which is established by the Company from time to time
as a part of the Plan.

ARTICLE II
Definitions

When used herein, the following terms shall have the following
meanings.  Unless otherwise specified, other terms used herein
shall have the same definitions as provided in the Plan.

"Allstate" means The Allstate Corporation.

"Code" means the Internal Revenue Code of 1986, as from time to
time amended.

"Committee" or "Investment Committee" means the committee provided
for in Section 4.7 hereof.

"Company" means Sears, Roebuck and Co., a New York corporation, and
any successor thereto that adopts this Trust Agreement as provided
in Section 11.4 hereof.

"Company Shares" means common shares of the Company.

"Controlled Group Member" means a corporation, trade, or business
if it and the Company are members of (a) a controlled group of
corporations as defined in Section 414(b) of the Code, (b) under
common control as defined in Section 414(c) of the Code, or (c)
members of an affiliated service group as defined in Section 414(m)
of the Code.

"DWDC" means Dean Witter, Discover and Co.

"Employer" means any entity (including the Company) that adopts the
Plan and this Trust Agreement for the benefit of its employees.

"ERISA" means the Employee Retirement Income Security Act of 1974,
as from time to time amended.

"Investment Manager" means an investment manager as defined in
Section 3(38) of ERISA and appointed pursuant to the provisions of
this Trust Agreement to manage part or all of the Trust Fund.

"Investment Portfolio" means the portion of the Trust Fund invested
at the direction of an Investment Manager, as described in Section
4.8(e) hereof.

"Plan" means The Savings and Profit Sharing Fund of Sears
Employees, as amended from time to time.

"Plan Administrator" means the Profit Sharing Plan Administrator
provided for in Section 4.6 hereof.
"Plan Year" means the fiscal year of the Plan, commencing January
1 of -each year and ending December 31 of the same year.

"Rollover Contribution" means a contribution to the Plan of an
eligible rollover distribution, as described in Section 402(c)(4)
of the Code or a rollover contribution as described in Section
408(d)(3) of the Code, resulting from a distribution from a defined
contribution plan which is maintained by a Controlled Group Member
and which meets the requirements of Section 401(a) of the Code.

"Supplement C" means Supplement C to the Plan, which provides for
a leveraged employee stock ownership feature.

"Trust" means the trust established and maintained for the purposes
of the Plan, which is administered by the Trustee in accordance
with the provisions of this Trust Agreement.

"Trust Agreement" means this agreement between the Company and the
Trustee as amended from time to time.

"Trust Fund" means, as of any date, all assets of the Plan held by
the Trustee under this Trust Agreement as of such date.

"Trustee Transfer" means, as the context requires (a) a transfer to
the Trust Fund of an amount on behalf of a participant directly by
the trustee or custodian of a trust or custodial account maintained
by a Controlled Group Member forming a part of a defined
contribution plan meeting the requirements of Section 401(a) of the
Code, and (b) a transfer by the Trustee on behalf of a participant
of amounts credited to his account under the Plan to the trustee or
custodian of a trust or custodial account forming part of a defined
contribution plan which is maintained by a Controlled Group Member
and which meets the requirements of Section 401(a) of the Code.

"Trustee" means The Northern Trust Company of New York, and any
successor bank or trust company which shall accept the appointment
to execute the duties of the Trustee as set forth herein.

"Valuation Date" means the last day of each Plan Year, or the end
of any monthly or quarterly period specified by the Company, the
Plan Administrator or the Investment Committee.

ARTICLE III 
Contributions to and Distributions from the Trust Fund

3.1   Receipt of Contributions and Transfers.  The Trustee shall
receive and hold as part of the Trust Fund any participants'
deposits, Employers' Contributions, transfers from the ESOP Trust,
Trustee Transfers, and Rollover Contributions under the Plan paid
to the Trustee from time to time; provided, however, that (1)
participants' deposits shall be paid in cash, (2) Employers'
Contributions shall be paid in cash or Company Shares, except that
the Trustee may agree in writing to accept other specific non-cash
Employers' Contributions, and (3) if any Trustee Transfer or
Rollover Contribution includes property other than money or Company
Shares, the Trustee may in its sole discretion refuse to accept
such Trustee Transfer or Rollover Contribution, or may condition
its acceptance of such Trustee Transfer or Rollover Contribution
upon such terms and conditions as the Trustee may deem reasonable. 
The Trustee shall also receive and hold as part of the Trust Fund
shares of DWDC in the DWDC Shares Account of the Trust and shares
of Allstate in the Allstate Shares Account of the Trust.  The
Trustee shall not be required to determine that any contributions
or deposits are in compliance with the Plan and shall be
accountable only for the funds and other property actually received
by it.

3.2    Distributions from the Trust Fund.  The Trustee, upon the
written direction of the Plan Administrator, shall (i) make
distributions or Trustee Transfers, from the Trust Fund to such
persons, in such manner, at such times, in such amounts, and such
purposes as may be specified in such written direction, and upon
such distribution being made, the amount thereof shall no longer
constitute a part of the Trust Fund, or (ii) transfer funds to such
commercial checking account in a federally insured banking
institution (which may include the Trustee) as directed by the Plan
Administrator, or otherwise in accordance with agreed upon
procedures in which event the Plan Administrator shall be
responsible for the issuance of benefit checks drawn on such
account and associated tax withholding remittance and reporting,
and the Trustee shall have no responsibility to account for funds
held in or disbursed therefrom.

3.3   Withholding of Taxes.  Notwithstanding Section 3.2 hereof,
the Trustee may, in the absence of a contrary direction from the
Plan Administrator, pay out of the Trust Fund or any benefit
distributable therefrom, any estate, inheritance, income or other
tax, charge or assessment (whether federal, state or local)
attributable thereto.  The Trustee shall give the Plan
Administrator notice of its intention to make such payments as far
in advance of each such payment as may be practicable, except that,
with respect to federal income taxes, the Trustee may give a
general notice of its intention to make such payments as required
by law.  The Trustee shall defer any payment described in this
section if the Plan Administrator so requests and the Trustee is
indemnified to its satisfaction.  The Plan Administrator, and the
Trustee, or either of them before making payment of any benefit,
may require such release or other documents from any lawful taxing
authority and such indemnity from the intended payee as they
respectively consider necessary for their protection.

3.4   No Reversion to Employers.  No part of the corpus or income
of the Trust Fund shall revert to any Employer or be used for, or
diverted to, purposes other than for the exclusive benefit of
participants and other persons entitled to benefits under the Plan
provided, however, that:

(a)  The contributions of each Employer under the Plan are
conditioned upon the deductibility thereof under Section 404 of the
Code, and, to the extent any such deduction is disallowed, the
Trustee shall, upon written request of that Employer, return the
amount of the contribution (to the extent disallowed), reduced by
the amount of any losses thereon, to that Employer within one year
after the date the deduction is disallowed; and

(b)  If a contribution or any portion thereof is made by any
Employer by a mistake of fact, the Trustee shall, upon written
request of that Employer, return the amount of the contribution or
such portion, reduced by the amount of any losses thereon, to that
Employer within one year after the date of payment to the Trustee

ARTICLE IV
Investment and Management of Trust Fund

4.1   Title to Assets.  Subject to the following provisions of this
Trust Agreement, the Trustee is vested with title to all the assets
of the Trust and shall have full power and authority to do all acts
necessary to carry out its duties hereunder. 

4.2   Investment Powers of the Trustee.  Except to the extent
inconsistent with other provisions of this Trust Agreement or any
provision of ERISA, the Trustee shall have the following powers
with respect to the Trust and the Trust Fund:

(a)  Investment in Company Shares.  The Trustee shall invest the
following portions of the Trust Fund in Company Shares:

(1)  Except to the extent otherwise required for the day to day
administration of the Plan, the entire portion of the Trust Fund
which is attributable to Employers' Contributions (other than DWDC
shares and Allstate shares held in accordance with the provisions
of Article XII) shall be invested in Company Shares.

(2)  Trust Fund assets attributable to participants' after tax
deposits under the Plan shall be invested in Company Shares to the
extent elected by participants in accordance with the terms of the
Plan.

(3)  Earnings and dividends on Company Shares, DWDC shares and
Allstate shares and amounts transferred from the DWDC Shares
Account or the Allstate Shares Account pursuant to subsection
12.3(c) shall be reinvested in Company Shares except as otherwise
required by law or for day to day administration of the Plan.

(4)  Pending investment in Company Shares, the amounts described in
paragraphs 1 through 3 above may be retained on a short-term basis
in cash or cash equivalents and may be deposited in any depository
or any collective trust fund described in paragraph 4.2(b)(5).

(5)  The Trustee shall not sell Company Shares to, or acquire
Company Shares from, a party in interest (as defined in ERISA) or
a disqualified person (as defined in the Code) unless (i) such sale
or acquisition is for a price not less favorable to the Plan than
the price determined under Section 408(e)(1) of ERISA and (ii) no
commission is charged with respect to such sale or acquisition.

(b)  Other Investments.  With respect to the portion of the Trust
Fund which is not invested in Company Shares in accordance with the
provisions of subsection 4.2 (a) hereof or in DWDC shares or
Allstate shares in accordance with Article XII hereof, the Trustee
shall have the following powers:

(1)  to invest and reinvest the principal and income of the Trust
Fund and keep the Trust Fund invested, without distinction between
principal and income, in stocks, bonds, debentures, notes, deposits
which bear a reasonable rate of return, options, or shares of
investment companies as defined in the Investment Company Act of
1940, or other securities, futures or other commodities, mortgages,
real estate (including qualifying Employer real property within the
meaning of Section 407(d)(5) of ERISA), real estate improvements,
leaseholds, or in any income-producing securities or property, real
or personal, and to enter into insurance contracts, including but
not limited to group annuity contracts, deposit administration
contracts, guaranteed income contracts and immediate participation
guarantee contracts;

(2)  to acquire, manage, sell, contract to sell, exchange, convey,
transfer or otherwise dispose of any property held by it by private
sale or contract or at public auction and to sell put and covered
call options, and no person dealing with the Trustee shall be bound
to see to the application of the purchase money or to inquire into
the validity, expediency or propriety or any such sale or other
disposition;

(3)  to vote (or refrain from voting), either in person or by
general or limited proxy, any corporate securities for any purpose,
provided that, in the case of securities held in any Investment
Portfolio, such action shall be taken solely at the direction of
the Investment Manager managing the Investment Portfolio in which
such securities are held;

(4)  to exercise or sell any conversion privileges, subscription
rights or other options and to make any payments incidental
thereto; to consent to and to join in or oppose any voting trusts,
corporate
reorganizations, consolidations, mergers, foreclosures,
liquidations or other changes affecting corporate securities (other
than Company Shares) and to delegate discretionary powers, to
deposit securities and accept and hold other property received
therefor and to pay any assessments or charges in connection
therewith; and to generally exercise any powers of any owner with
respect to stocks, bonds, securities or other property held in the
Trust Fund;

(5)  to invest all or any part of the assets of the Trust Fund in
any collective trust fund, including a collective trust fund of the
Trustee or of its affiliate, which is maintained as a medium for
the collective investment of funds of pension, profit sharing or
other employee benefit plans, and which is qualified under Section
401(a) and exempt from taxation under Section 501(a) of the Code
and any assets invested in such collective trust fund shall be held
and invested pursuant to the terms and conditions of the trust
agreement or declaration of trust establishing such trust, which
are hereby incorporated by reference and shall prevail over any
contrary provisions of this Trust Agreement;

(6)  to grant, purchase, sell, exercise, permit to expire, permit
to be held in escrow, and otherwise to acquire, dispose of, hold
and generally deal in any manner with and in short-term money
market investments, options and futures contracts (and options on
futures contracts) with respect to financial instruments, interest
rates or interest rate indices, and any group or index of
securities (or any interest therein or based on the value thereof),
in any combination and in connection therewith, to make any margin
or option premium payments required by any futures commission
merchant registered pursuant to the Commodity Exchange Act, and to
deposit any property as collateral or make any margin or option
premium payments to a broker-dealer registered under the Securities
Exchange Act of 1934;

(7)  to lend securities held by the Trustee and to receive and
invest collateral provided by the borrower, all pursuant to a
written agreement with the Investment Committee; the terms of the
agreement between the Investment Committee and the Trustee shall be
consistent with Department of Labor Prohibited Transaction
Exemption 81-6 or any applicable successor exemption;

(8)  to invest the assets of the Trust Fund in foreign investments
and to cause global custodian services to be provided therefor; and

(9)  to perform any and all other acts which are appropriate for
the proper management, investment and reinvestment of the Trust
Fund.

4.3  Trustee's Administrative Powers.  Except as otherwise
expressly provided below, and in addition to the powers, rights and
duties specifically given to the Trustee elsewhere herein, the
Trustee shall exercise the following powers, rights and duties:

(a)  to keep such reasonable portion of the Trust Fund (including
but not limited to Investment Portfolios) in cash or cash balances
(regardless of whether interest is paid on such balances and
notwithstanding the Trustee's receipt of "float" from uninvested
cash balances) with a bank or trust company (including the Trustee
or an affiliate of the Trustee or any other organization acting as
a fiduciary with respect to the Plan and the Trust) as the Trustee
may from time to time deem to be in the best interests of the
Trust, and the Trustee shall not be liable for any loss of interest
on cash so held; provided that, if the Trustee shall not have
received contrary instructions from the Investment Manager of an
Investment Portfolio, the Trustee shall invest any cash of that
Investment Portfolio in its custody in bonds, notes or other
evidences of indebtedness having a maturity date not beyond five
years from the date of purchase, United States Treasury bills,
commercial paper, banker's acceptances and certificates of deposit,
undivided interests or participations therein and (if subject to
withdrawal on a daily or weekly basis) participations in common or
collective funds composed thereof and regulated investment
companies;

(b)  to make, execute, acknowledge, and deliver any and all
documents of transfer and conveyance and any and all other
instruments that may be necessary or appropriate to carry out the
powers herein granted;

(c)  to cause any investment held in the Trust Fund to be held in
a corporate depository or federal book entry account system or
registered in its own name or in the name of a nominee and to hold
any investment in bearer form, but the books and records of the
Trustee shall at all times show that all such investments are part
of the Trust Fund;

(d)  to borrow money from any lender, to extend or renew any
existing indebtedness and to mortgage or pledge any assets;

(e)  to transfer the situs of any assets to any jurisdiction,
appointing a substitute trustee (who may be an affiliate of the
Trustee) to act with respect thereto and in connection therewith,
to delegate to the substitute trustee any or all of the powers
given to the Trustee, which may elect to act as advisor to the
substitute trustee; and to remove any acting substitute trustee and
appoint another, or reappoint itself; provided that the indicia of
ownership of assets of the Trust Fund shall not be maintained
outside the jurisdiction of the district courts of the United
States other than as permitted by regulations promulgated by the
Department of Labor;

(f)  to execute and deliver necessary instruments and give full
receipts and discharges; and

(g)  at the direction of the Investment Committee, to accept and
hold as a part of the Trust Fund the assets held by any trustee
acting under any other trust which forms a part of the Plan, and to
transfer all or any part of the Trust Fund to any other trustee
acting under any other trust forming a part of the Plan.

4.4   Trustee's Discretionary Powers.  Except as otherwise
expressly provided herein and in the Plan, the Trustee in its sole
discretion shall have the power:

(a)  after consultation with the Investment Committee, to employ
suitable agents, custodians, counsel and accountants (who may but
need not be counsel to or accountants for the Company) and other
persons they deem necessary or desirable to manage or protect the
Trust Fund and to properly carry out the administration thereof and
to pay them reasonable compensation; and to delegate to them and
allocate among them, in writing, such powers, rights and duties
(other than trustee responsibilities within the meaning of Section
405(c)(3) of ERISA) as the Trustee may consider necessary or
advisable properly to carry out the Trustee's responsibilities, and
in the same manner to revoke such delegation and allocation; the
acceptance of such written delegation or allocation shall also be
in writing; any action of the delegate or person to whom
responsibilities have been allocated shall have the same force and
effect for all purposes hereunder as if such action had been taken
by the Trustee; the Trustee shall not be liable for the acts or
omissions of delegates or persons to whom responsibilities have
been allocated except as required by law;

(b)  to begin, maintain or defend any litigation necessary in
connection with the administration of the Trust, and to compromise,
contest, arbitrate, prosecute or abandon claims in favor of or
against the Trust Fund;

(c)  to retain any funds or property subject to any dispute without
liability for payment of interest, and to withhold payment or
delivery thereof until final adjudication of the dispute by a court
of competent jurisdiction or until an appropriate release is
obtained;

(d)  to furnish the Employers with such information as may be
required by them for tax or other purposes in connection with the
Plan and Trust Fund; and

(e)  to do all acts whether or not expressly authorized which the
Trustee may deem necessary or proper for the protection of the
property held hereunder.

4.5   Voting and Tendering of Company Shares and Shares of DWDC and
Allstate.  Notwithstanding any other provisions of this Trust
Agreement:

(a)  Subject to the provisions of paragraph (d) below, Company
Shares held by the Trustee shall be voted as follows:

(1)  Before each meeting of the Company's shareholders, each
participant shall be furnished with a proxy statement for the
meeting, together with an appropriate form on which the participant
may provide voting instructions (including instructions on matters
not specified in the proxy statement which may come before the
meeting) for the Company Shares allocated to the participant's
account under the Plan on the latest valuation date preceding the
record date for such meeting for which the number of such shares
has been provided to the Plan Administrator, less any partial
withdrawal since that valuation date.  Upon timely receipt of such
instructions, such shares shall be voted as instructed.

(2)  If the Trustee receives timely voting instructions with regard
to at least fifty percent of the total outstanding Company Shares
allocated to participants' accounts according to Section 4.5(a)(1),
then Company Shares of any class for which the Trustee does not
receive timely voting directions, including those shares which are
not allocated to participants' accounts, shall be voted in the same
proportion as all Company Shares of that class held under the Plan
(including shares held in a separate trust fund) with respect to
which directions are received by the Trustee or by any other
trustee acting under the Plan.  If the Trustee receives timely
voting instructions with regard to less than fifty percent of the
total outstanding Company Shares allocated to participants'
accounts, then the Trustee shall vote unallocated and undirected
allocated shares in its sole discretion.

(B)  Subject to the provisions of paragraph (d) below, tender and
exchange rights with respect to Company Shares held by the Trustee
shall be exercised as follows:

(1)  Each participant shall be furnished with a notice of any
tender or exchange offer for, or a request or invitation for tender
of, Company Shares, together with an appropriate form on which such
participant may instruct the Trustee with respect to the tender or
exchange of Company Shares allocated to his account.  Company
Shares as to which the Trustee has received timely instructions
shall be tendered or exchanged in accordance with such
instructions.

(2)Company Shares allocated to participants' accounts for which
instructions are not timely received shall not be tendered or
exchanged.

(3)Company Shares which are not allocated to participants' accounts
shall be tendered or exchanged by the Trustee in its sole
discretion.

(c)  The Company and the Trustee shall take all reasonable steps
necessary to assure that participants' individual directions shall
remain confidential.  Notwithstanding the foregoing, the Trustee
shall provide such information with respect to the tender or
exchange of Company Shares as an independent record keeper may
require for operation of the Plan if such record keeper agrees to
keep such information confidential.  The Trustee shall cooperate
with the trustee or trustees of any other trust forming a part of
the Plan to the extent necessary to facilitate the exercise of
voting, tender and exchange rights in accordance with the terms of
the applicable trust agreement;

(d)  Notwithstanding the foregoing, in the event that the Trustee
determines that any direction by a participant pursuant to the
provisions of paragraph (a) or (b) above is not "proper" under
Section 403(a) of ERISA, and that following such direction would
constitute a violation of ERISA, the Trustee shall have the
absolute discretion to disregard such direction and to take such
action or actions as it deems appropriate under the circumstances
to properly discharge its fiduciary duties.

(e)  The Trustee is hereby authorized to execute such ballots,
proxies or other instruments as may be necessary or desirable in
order to effectuate the provisions of this Section 4.5;

(f)  The Trustee may request an independent auditor to provide
within 120 days after any meeting of the Company's shareholders
held, a report that certifies whether (i) Company Shares allocated
to Plan participants' accounts were voted by the Trustee in
accordance with the directions of Plan participants, and (ii) to
the extent required by Section 4.5(a)(2), Company shares allocated
to participants' accounts for which proper instructions were not
received and unallocated Company Shares were voted by Trustee in
the same proportions as the Company Shares voted in accordance with
participants' instructions.  The Plan Administrator shall promptly
disclose the information provided in such report to Plan
participants in a manner that the Plan Administrator deems
appropriate; and

(g)  Voting, tender and exchange rights with respect to shares of
DWDC and shares of Allstate held by the Trustee shall be exercised
in the same manner as such rights are exercised with respect to
Company Shares as described in this Section 4.5, except that the
provisions of subsection 4.5 (f) shall not apply.

4.6   Administration of the Plan.  The Trustee has no
responsibility for administration of the Plan, which is the sole
responsibility of the Profit Sharing Plan Administrator.

4.7   The Investment Committee.  The members of the Investment
Committee shall be appointed by the Company and shall serve at the
pleasure of the Company.

4.8   General Powers, Rights and Duties of Investment Committee and
Investment Managers.  Except as otherwise specifically provided,
and in addition to the powers, rights and duties specifically given
to the Investment Committee elsewhere herein, the Investment
Committee shall have the following rights, powers and duties:

(a)  to determine the portion of the Plan assets that shall be held
under each trust which forms a part of the Plan and, with respect
to that portion of the Trust Fund which is not invested or required
to be invested in Company Shares, DWDC shares or Allstate shares,
to direct the Trustee with respect to the acquisition, retention
and disposition of Plan assets, and to monitor the diversification
of the investments of the Trust Fund:

(b)  to furnish the Trustee and the Company with such information
as may be required by them for any purpose related to the Plan;

(c)  to adopt such rules of procedure and regulations as in the
Investment Committee's opinion may be necessary for the proper and
efficient performance of the Investment Committee's duties and
responsibilities;

(d)  to appoint an Executive Director -- Investments, and a
Secretary, who may, but need not, be members of the Investment
Committee, and to employ such other agents, attorneys, accountants,
investment advisors and other persons and to delegate to them and
allocate among them (or among members of the Investment Committee),
in writing, such powers, rights and duties as the Investment
Committee may consider necessary or advisable properly to carry out
the Investment Committee's
responsibilities, and in the same manner to revoke such delegation
and allocation; the acceptance of such written delegation or
allocation shall also be in writing; any action of the delegate or
person to whom responsibilities have been allocated shall have the
same force and effect for all purposes hereunder as if such action
had been taken by the Investment Committee; neither the Investment
Committee nor any of its members (other than a member to whom
responsibilities have been allocated) shall be liable for the acts
or omissions of such delegates or persons to whom responsibilities
have been allocated except as required by law; and

(e)  without limiting the generality of (d) above, to appoint and
remove an Investment Manager to manage (with power to acquire and
dispose of) all or such portions of the Trust Fund as shall be
specified in writing (the "Investment Portfolio") which Investment
Manager may or may not be a subsidiary of the Company, and to
delegate to any such Investment Manager all of the powers,
authorities and discretions granted to the Trustee or the
Investment Committee hereunder (including the power to delegate and
the power, with notice to the Investment Committee, to appoint an
Investment Manager), in which event the Trustee shall follow such
instructions and shall be under no duty to determine whether any
direction received from the Investment Manager is proper or within
the terms of this Trust Agreement; provided, however, that the
power and authority to manage, acquire, or dispose of any asset of
the Plan shall not be delegated except to an Investment Manager,
and provided further that the acceptance by any Investment Manager
of such appointment and delegation shall be in writing, and the
Investment Committee shall give notice to the Trustee, in writing,
of any appointment of, delegation to or removal of an Investment
Manager.  An Investment Manager so appointed shall furnish the
Trustee with the name and specimen signature of each individual who
is authorized to act on behalf of the Investment Manager. 
Thereafter, the Trustee shall have no authority, responsibility or
liability to the Investment Committee, the Company, any other
Employer or any participant in or beneficiary of the Trust for
acting upon any direction received from any such individual unless
and until the Investment Committee revokes the authority of such
individual or of the Investment Manager by written direction to the
Trustee.

With respect to each Investment Portfolio, the Investment Manager
thereof shall direct the Trustee with respect to the exercise of
the investment powers granted to it under Article IV.  Any
limitations on an Investment Manager's powers and discretionary
authority shall be contained in the written agreement appointing
the Investment Manager.  Except as modified in this Section, the
Trustee's powers and duties with respect to an Investment Portfolio
shall be the same as their powers and duties with respect to other
aspects of the Trust Fund.  The fees and expenses of an Investment
Manager, except to the extent paid by an Employer, shall be paid
from the Trust Fund.

4.9   Investment Committee and Plan Administrator Instructions to
the Trustee.  The Company shall certify to the Trustee and the
custodian the name of the Plan Administrator and the names of the
members of the Investment Committee acting from time to time, and
the Trustee shall not be charged with knowledge of a change in the
membership of the Investment Committee until so notified by the
Company.  The Trustee may rely upon an instrument of designation
signed by the Plan Administrator or by such one or more of the
Secretary or members of the Investment Committee, or by such other
person or persons as shall be designated by either the Plan
Administrator or the Investment Committee to act on its behalf and
filed with the Trustee and shall have no responsibility for any
action taken by them in accordance with any such written direction,
or for the failure to act in the absence of such written direction. 
Notwithstanding the foregoing, the Trustee may act on directions
given by telephone or other telephonic means, which directions
shall be promptly confirmed in writing.

4.10   Named Fiduciaries.  Each participant shall be a "named
fiduciary" within the meaning of Section 402 of ERISA to the extent
of his authority under Section 4.5 to exercise voting, tender and
exchange rights with respect to Company Shares, shares of DWDC and
shares of Allstate allocated to his accounts under the Plan and
with respect to a proportionate share of the unallocated Company
Shares and the allocated Company Shares, shares of DWDC and shares
of Allstate for which other participants do not give timely voting
instructions to the Trustee in accordance with Section 4.5.  Each
participant shall also be a "named fiduciary" within the meaning of
Section 402 of ERISA to the extent of his authority to elect either
the continued holding of DWDC shares or Allstate shares or the sale
of such shares and reinvestment of proceeds in Company Shares, as
set forth in subsections 5.3(a) and 5.3(b) of the Plan.

ARTICLE V
Accounting

5.1   Valuation of Trust Fund.  As of each Valuation Date, the
Trustee shall determine the fair market value of the Trust Fund and
each investment fund or account thereof and shall notify the Plan
Administrator within 60 days after the Valuation Date in writing of
the determination.  The fair market value of the Trust Fund shall
be the fair market value of all securities and other assets then
held in such fund, including all income received during the
valuation period.  If the Plan holds any Company securities which
are not readily tradable on an established securities market, such
securities shall be valued by an independent appraiser within the
meaning of Section 401(a)(28) of the Code.  Subject to the
preceding sentence, in determining fair market value, the Trustee
may rely upon any information it believes to be reliable, including
appraisals, reports of sales and of bid and asked prices of issues
listed on an exchange as disclosed in newspapers of general
circulation or in generally recognized financial services,
quotations with respect to unlisted issues as supplied by any
reputable broker or investment bank or from any other source that
the Trustee believes to be reliable, or the Trustee may make such
determination based upon their own analysis of such records or
reports of any company issuing such stock or other securities as
are made available to them; provided that the Trustee may rely
conclusively upon the determination of the Investment Manager of
each Investment Portfolio with respect to the fair market value of
those assets allocated to such Investment Portfolio which the
Trustee deems not to have a readily ascertainable value, and the
Trustee shall have no responsibility with respect thereto.  The
Trustee's determination with respect to fair market value shall be
final and conclusive upon all persons.

5.2   Recordkeeping for Trust Fund.  The Trustee shall keep
accurate and detailed accounts of all investments, receipts,
disbursements and other transactions hereunder, in accordance with
generally accepted accounting principles for profit sharing plans,
and shall keep such other records and accounts as the Company may
specify.  All accounts, books and records relating to such
transactions shall be open to inspection and audit at all
reasonable times by any person designated by the Company.  Unless
otherwise agreed in writing, the Trustee shall have no duty to
maintain records showing the interests of each participant under
the Plan.

5.3   Annual and Final Accounts.  Within 120 days following the
close of each Plan Year or, at the request of the Company, Plan
Administrator, Investment Committee or any Trustee (including the
removed Trustee) upon the removal or resignation of the Trustee as
provided in Section 8.1 hereof, the Trustee shall file with the
Company a written account setting forth all investments, receipts,
disbursements, and other transactions effected by the Trustee
during such Plan Year or during the period from the close of the
last Plan Year to date of such removal or resignation, and setting
forth the current value of the Trust Fund.  In addition, within 120
days of the end of the Plan Year, the Trustee shall render to the
Plan Administrator a list showing each asset of the Trust Fund as
of the last day of the Plan Year and its cost and its fair market
value.

If there is a disagreement between the Trustee and anyone as to any
act or transaction reported in any accounting, the Trustee shall
have the right to a settlement of its account by any appropriate
court.

An account of the Trustee may be approved by the Company and
Investment Committee by written notice delivered to the Trustee or
by failure to object to the account by written notice delivered to
the Trustee within 180 days of the date upon which the account was
delivered to the Company and Investment Committee.  To the extent
permitted by applicable law, the approval of an account shall
constitute a full and complete discharge of the Trustee as to all
matters set forth in that account as if the account had been
settled by a court of competent jurisdiction in an action or
proceeding to which the Trustee, the Company and the Investment
Committee were parties.  In no event shall the Trustee be precluded
from having the accounts of the Trustee settled by a judicial
proceeding.

ARTICLE VI
Expenses and Compensation of Trustee

6.1   Compensation and Expenses.  The Trustee shall pay from the
Trust fund all of the Trustee's expenses, taxes and charges
(including fees of persons employed by it in accordance with
Section 4.4(a)) and such reasonable compensation to the Trustee as
may from time to time be agreed upon in writing by the Company or
an officer thereof incurred in connection with the collection,
administration, management, investment, protection and distribution
of the Trust Fund, except to the extent such expenses, taxes and
charges are paid by the Employers.  To the extent that the
foregoing expenses are paid directly by the Employers, the Trustee
shall reimburse the Employers from the Trust Fund to the extent
directed by the Company.  All other costs and expenses incurred
with respect to the collection, administration, management,
investment, protection and distribution of the Trust Fund and
administration of the Plan (including, to the extent permitted by
law all direct expenses incurred by the Company or any Controlled
Group Members in providing administrative and asset management
services and office space to the Plan or otherwise incurred by them
in connection with the Plan or Trust Fund) shall be paid from or
reimbursed out of the Trust Fund in accordance with the directions
of the Company.

ARTICLE VII
Protection of Trustee

7.1   Fiduciary Responsibility.  The Trustee, any Investment
Manager, and any other fiduciaries with respect to the Plan or
under this Trust Agreement shall discharge their duties hereunder
or thereunder solely in the interest of participants and
beneficiaries, for the exclusive purpose of providing benefits and
defraying reasonable expenses of administration, with the care,
skill, prudence and diligence under the circumstances then
prevailing that a prudent man acting in a like capacity and
familiar with such matters would use in the conduct of an
enterprise of a like character and with like aims, by diversifying
the investments of the Plan (except insofar as the assets of the
Plan are invested in Company Shares) so as to minimize the risk of
large losses and in accordance with the documents and instruments
governing the Plan and Trust Fund insofar as such documents and
instruments are consistent with ERISA.

7.2   Trustee Protected in Following Documents.  The Trustee shall
not be responsible in any way for the adequacy of the Trust Fund to
meet and discharge any or all liabilities under the Plan, for
guaranteeing the assets of the Plan from loss or depreciation, for
ascertaining whether any direction received by the Trustee from the
Plan Administrator, Investment Committee, any Investment Manager,
or the Company is proper and in compliance with the terms of the
Plan or the Trust Agreement or to see to the application of any
distribution or, with respect to deposits made to a commercial
banking account by the Plan Administrator, to account for funds
retained therein or disbursed by the Plan Administrator or to
prepare any informational returns for tax purposes as to
distributions made from such commercial banking account or the
Trust Fund, unless otherwise agreed.

The Trustee may seek clarification when the directions it receives
from the Plan Administrator, Investment Committee, Investment
Manager or the Company are unclear or ambiguous and the Trustee
will not be required to act upon such directions until
clarification is obtained.  In the event that the Trustee receives
conflicting directions from the Investment Committee and an
Investment Manager, the direction of the Investment Committee shall
prevail.

Unless otherwise required by law, the liability of the Trustee, the
Plan Administrator, the Investment Committee, any Investment
Manager, the Company or any other person to make any payment under
the Plan shall be limited to the assets held by the Trustee which
are available for that purpose.  The powers, duties and
responsibilities of the Trustee shall be limited to those set forth
in this Trust Agreement, and nothing contained in the Plan, either
expressly or by implication, shall be deemed to impose any
additional powers, duties or responsibilities on the Trustee.

The Trustee shall be accountable only to the Employers for any
payment, allocation, or distribution made by them in good faith on
the order or direction of the Plan Administrator or the Company.

The Trustee shall not be liable for any distribution made in good
faith without actual notice or knowledge of the changed condition
or status of any recipient.  If any distribution made by the
Trustee is returned unclaimed or is not presented for payment
within a reasonable time, the Trustee shall notify the Plan
Administrator and shall dispose of the distribution as the Plan
Administrator shall direct.  Except as required by ERISA, neither
the Trustee, the Plan Administrator nor any Employer shall be
required to search for or locate a participant or beneficiary whose
distribution is returned unclaimed or is not presented for payment.

The Trustee shall be fully protected in acting upon any instrument,
certificate or paper believed by it to be genuine and to be signed
or presented by the proper person or persons, and the Trustee shall
be under no duty to make any investigation or inquiry as to any
statement contained in any such writing, but may accept the same as
conclusive evidence of the truth and accuracy of the statements
therein contained.

7.3   Indemnification of the Trustee.  The Trustee shall be
indemnified, held harmless and promptly reimbursed by the Company
against all claims, liabilities, fines and penalties and all
expenses (including, but not limited to, attorney fees) reasonably
incurred by or imposed upon the Trustee which arise as a result of
its actions or failure to act by reason of serving as Trustee, to
the extent lawfully allowable provided that notwithstanding the
foregoing, (a) the Trustee shall not be indemnified for its
negligence, for willful breach of responsibility, for actions or
failures to act taken in bad faith, or for its violations of ERISA
with respect to the specific duties allocated to the Trustee under
this Trust Agreement, and (b) the Company shall not indemnify the
Trustee for any such amount incurred through any settlement or
compromise of any action unless the Company consents in writing to
such settlement or compromise.

7.4  Indemnification of Other Fiduciaries.  To the maximum extent
permitted by law, none of the Plan Administrator, any present or
former Investment Committee member, nor any person who is or was a
director, officer, or employee of an Employer, shall be personally
liable for any act done or omitted to be done in the administration
of the Plan or this Trust Agreement, or the investment of the Trust
Fund, unless such person acted dishonestly.  Any employee of an
Employer to whom the Investment Committee, the Plan Administrator,
or the Company has delegated any portion of its responsibilities
under the Plan, any person who is or was a director or officer of
an Employer, the Plan Administrator, members and former members of
the Investment Committee, and each of them, shall, to the maximum
extent permitted by law, be indemnified and saved harmless by the
Employers (to the extent not indemnified and saved harmless under
any liability insurance or other indemnification arrangement with
respect to the Plan, the Trust Fund or this Trust Agreement) from
and against any and all liability or claim of liability to which
they may be subjected by reason of any act done or to be done in
connection with the administration of the Plan or this Trust or the
investment of the Trust Fund, including all expenses reasonably
incurred in their defense if the Employers fail to provide such
defense, unless such person acted dishonestly.

Any final judgment or decree which may be rendered against the
Plan, the Investment Committee or any other fiduciary with respect
to the Plan which is not predicated upon a breach of fiduciary
responsibility shall be satisfied from the Plan assets and not from
the individual assets of the members of the Investment Committee or
other fiduciaries.

If a legal action begun against the Plan Administrator, any
Employer, the Investment Committee or any member or members
thereof, or their agents, or an Investment Manager, by or on behalf
of any person results adversely to such person, or if a legal
action arises because of conflicting claims to the benefits of a
participant or beneficiary, the cost to the Plan Administrator, the
Employers, the Investment Committee or any member or members
thereof or their agents, or any Investment Manager of defending
such action shall be charged, to the extent permitted by law, to
the sums, if any, which were involved in the action or were payable
to the participant or beneficiary concerned.

The indemnification provisions of this Agreement shall be binding
upon and inure to the benefit of the assigns, successors and legal
representatives of the parties hereto.  The Company hereby agrees
that in the event of a sale of all or substantially all of its
assets to another person, it will endeavor to take such actions as
are necessary to provide for fulfillment of its obligations
hereunder.

ARTICLE VIII
Change of Trustee

8.1  Resignation.  The Trustee may resign at any time by giving
forty--five days' advance written notice to the Company and the
Employers.

8.2  Removal of Trustee.  The Company may remove the Trustee by
giving 10 days' advance written notice to the Trustee and the
Employers, subject to providing the removed Trustee with
satisfactory written evidence of the appointment of a successor
Trustee and of the successor Trustee's acceptance of the
trusteeship.

8.3   Duties of Resigning or Removed Trustee and of Successor
Trustee.  If the Trustee resigns or is removed, it shall promptly
transfer and deliver the assets of the Trust Fund to the successor
Trustee, after reserving such reasonable amount as it shall deem
necessary to provide for its fees and expenses and any sums
chargeable against the Trust Fund for which it may be liable. 
Within 120 days, the resigned or removed Trustee shall furnish to
the Investment Committee and the successor Trustee an account of
its administration of the Trust from the date of its last account. 
Each successor Trustee shall succeed to the title to the Trust Fund
vested in its predecessor without the signing or filing of any
further instrument, but any resigning or removed Trustee shall
execute all documents and do all acts necessary to vest such title
of record in any successor Trustee.  If any assets in the Trust
Fund have been invested in a collective investment trust or group
trust, any resigning or removed Trustee shall, at the direction of
the Investment Committee, cause such investment to be liquidated at
the earliest practical time after notice has been given or received
by the trustee of such resignation or removal.  Each successor
shall have all the powers, rights and duties conferred by this
Trust Agreement as if originally named Trustee.  No successor
Trustee shall be personally liable for any act or failure to act of
a predecessor Trustee.

ARTICLE IX
Amendment and Termination

9.1  Amendment.  The Company reserves the right at any time and
from time to time to amend, retroactively, if necessary, in whole
or in part, any or all of the provisions of this Trust Agreement;
provided that (a) no such amendment which substantially affects the
rights, or increases the duties or responsibilities of the Trustee
may be made without the Trustee's consent and (b) no such amendment
shall authorize or permit any part of the corpus or income of the
Trust Fund to be used or diverted to purposes other than for the
exclusive benefit of participants, and their beneficiaries, or
permit any portion of the Trust Fund to revert to or become the
property of any Employer, except as may be permitted under the Plan
or under Section 3.4 hereof or if required to obtain or retain
qualification under section 401(a) of the Code, and (c) no
amendment shall deprive any participant or any beneficiary of any
of the benefits to which he is entitled under the Plan with respect
to contributions previously made.  Notice of such amendment shall
be in writing and delivered promptly to the Trustee, the Investment
Committee and the Plan Administrator.

9.2  Termination.  In the event of the termination or partial
termination of the Plan as provided therein, the Trustee shall
dispose of the Trust Fund, in cash or in kind or partly in each as
directed by the Investment Committee; provided that the Trustee may
reserve such reasonable amount as the Trustee may deem necessary to
satisfy outstanding and accrued charges against the Trust Fund.  At
no time shall any part of the corpus or income of the Trust Fund be
used to satisfy or be diverted to purposes other than for the
exclusive benefit of participants and their beneficiaries, except
as may be permitted under the Plan or under Section 3.4 hereof or
required to obtain or retain qualification under Section 401(a) of
the Code.

ARTICLE X
Adoption by Controlled Group Members

10.1  Employer Joinder.  Any entity which has adopted the Plan and
Trust pursuant to the provisions of the Plan shall become a party
to this Trust Agreement and shall be an Employer hereunder. 
Thereafter the Trustee shall receive and hold, as part of the Trust
Fund and subject to the provisions of this Trust Agreement, the
contributions made under the Plan by such Employer, and the
deposits made by the participants who are employees of such
Employer.

When the Trust is adopted by an Employer, such Employer shall be
bound by the decisions, instruments, actions and directions of the
Trustee, Investment Committee, Investment Manager, Plan
Administrator and the Company under this Trust Agreement.  The
Trustee shall not be required to give notice to, or obtain the
consent of any such Employer with respect to any action which is
taken by the Trustee pursuant to this Trust Agreement, and the
Investment Committee, Investment Manager, Plan Administrator and
the Company shall have the sole authority to enforce this Trust
Agreement on behalf of any such Employer.

10.2  Withdrawal by an Employer.  In the event a division or an
Employer other than the Company withdraws from the Plan and Trust,
the Trustee, upon receipt of written notice authorizing the
withdrawal in accordance with the Plan, shall segregate the accrued
benefits of participants who are employees of the withdrawing
division or Employer (as determined by the Plan Administrator and
specified in writing to the Trustee) and make disposition thereof
in accordance with the direction of the Plan Administrator.

10.3  Common Fund.  The Trustee shall not be required to make any
separate investment of the Trust Fund for the accounts of the
several Employers and employees or former employees employed by
them, respectively (or their beneficiaries) and may administer and
invest all Employer Contributions and all deposits by participants
made under the Plan as one Trust Fund.  If, for any purpose, it
becomes necessary to determine the portion of the Trust Fund
allocable to all, or any group of, employees or former employees of
any one of the Employers (or their beneficiaries) as of any date,
such portion of the Trust Fund shall be an amount equal to the
aggregate of the account balances under the Plan of all such
persons, after all accounting adjustments under the Plan required
as of such date shall have been made.

10.4  Employers.  Any "Related Company" (as defined below) which is
an Employer under the Plan shall be a party to this Trust
Agreement.  The Committee shall provide written notice to the
Trustee of all such Related Companies which have adopted the Plan
and shall provide such evidence thereof as the Trustee may
reasonably require.  The term "Related Company" means any trade or
business, whether or not it is incorporated, during any period that
it is, along with the Company, a member of a controlled group of
corporations or a controlled group of trades or businesses, as
described in Sections 414(b) and (c) of the Code.

ARTICLE XI
Miscellaneous

11.1  Action by the Company.  Any action required to be taken by
the Company hereunder shall be by resolution of its Board of
Directors or by written direction of such one or more of its
officers or agents as shall be designated by resolution of its
Board of Directors to act for the Company.

The Trustee may rely upon a certified copy of a resolution or other
written direction filed with the Trustee and shall have no
responsibility for any action taken in accordance with any such
resolution or direction.

11.2  Litigation.  Necessary parties to any accounting, litigation,
or other proceedings against the Plan shall include only the
Trustee or the Plan Administrator in their capacity as such.

11.3  Invalidity of Certain Provisions.  If any provision of this
Trust Agreement shall be held illegal, invalid or unenforceable,
such illegality, invalidity or unenforceability shall not affect
any other provisions hereof and this Trust Agreement shall be
construed and enforced as if such provisions, to the extent
illegal, invalid or unenforceable, had not been included.

11.4   Company Merger.  In the event that any successor corporation
to the Company, by merger, consolidation, purchase or otherwise,
shall elect to adopt the Plan, such successor corporation shall be
substituted hereunder for the Company, upon the filing in writing
of its election to do so with the Trustee, the Investment Committee
and the Plan Administrator.

11.5   Counterparts.  This Trust Agreement may be executed in two
or more counterparts, any one of which will be an original without
reference to the others.

11.6   Successors.  This Trust Agreement shall be binding on all
persons entitled to benefits under the Plan and their respective
heirs and legal representatives, on the Employers and their
successors and assigns, on the Trustee and its successors, and on
the Investment Committee members and their successors.

11.7   Gender and Number.  Except when the context indicates to the
contrary, when used herein, masculine terms shall be deemed to
include the feminine, and singular the plural.

11.8   Headings.  The headings of Articles and Sections are
included solely for convenience of reference, and if there is any
conflict between such headings and the text of this Trust
Agreement, the text shall control.

11.9   Law Governing.  This Trust Agreement shall be construed
according to the laws of the state of New York, other than its law
respecting choice of law, except to the extent such laws are
superseded by the laws of the United States.  Notwithstanding any
provision herein to the contrary, the Trustee shall exercise its
duties and responsibilities under this Trust Agreement in
accordance with the applicable provisions of ERISA.

11.10  Warranty.  The Employers warrant that the bonding
requirements of Section 412 of ERISA have been met.

11.11   Disagreement as to Acts.  If there is a disagreement
between the Trustee and anyone as to any act or transaction
reported in any accounting, the Trustee shall have the right to
have its account settled by a court of competent jurisdiction.

11.12   Persons Dealing With Trustee.  No person dealing with the
Trustee shall be required to see to the application of any money
paid or property delivered to the Trustee, or to determine whether
or not the Trustee is acting pursuant to any authority granted to
it under this Trust Agreement.

11.13   Evidence.  Evidence required of anyone under this Trust
Agreement may be by certificate, affidavit, document or other
instrument which the person acting in reliance thereon considers
pertinent and reliable, and signed, made or represented by the
proper party.

11.14   Waiver of Notice.  Any notice required under this Trust
Agreement may be waived by the person entitled thereto.

11.15   Service of Legal Process.  If the Trustee receives service
of summons, subpoena or other legal process of any court with
respect to any action relating to any Plan or this Trust Agreement,
it shall promptly inform the Company of such service and, at the
request of the Company, shall provide it with a copy of the
document served.

11.16   Facsimile and Electronic Transmissions.  Facsimile and
electronic transmissions shall be deemed to be "written" for all
purposes of this Trust Agreement.

ARTICLE XII
DWDC Shares Account and Allstate Shares Account

12.1   Establishment of DWDC Shares Account and Allstate Shares
Account.  Prior to January 1, 1995, The Northern Trust Company
served as the Institutional Trustee for the DWDC Shares Sub-Trust,
which was part of The Savings and Profit Sharing Fund of Sears
Employees Trust Agreement, which had responsibilities and rights
different than the remainder of the Trust Fund.  Because The
Northern Trust Company of New York, effective as of January 1,
1995, commenced to serve as Trustee for all assets in the Trust
Fund, the need for a separate DWDC Shares Sub-Trust was eliminated;
however, because of the unique limitations which apply to the DWDC
Shares in the Trust Fund, the former DWDC Shares Sub-Trust was
changed to the "DWDC Shares Account" of the Trust.  The DWDC Shares
Account will hold all of the shares of DWDC that were received as
dividends with respect to Company Shares held by the Trust.  There
shall also be established hereunder an "Allstate Shares Account"
that will hold all of the shares of Allstate that are received as
dividends with respect to Company Shares held by the Trust.

12.2   Management Of the DWDC Shares Account and Allstate Shares
Account.  The Trustee shall have full power and authority to do all
acts necessary to carry out its duties hereunder with respect to
the DWDC Shares Account and the Allstate Shares Account.  Subject
to the following provisions of this Article XII,

(a)  the Trustee shall have, with respect to the DWDC Shares
Account and the Allstate Shares Account, all of the powers
(including, without limitation, the investment powers,
administrative powers and discretionary powers) granted under this
Trust Agreement to the Trustee with respect to the Trust and the
Trust Fund, provided, however, the Trustee may exercise any such
powers in its sole discretion without the receipt of a direction
from another fiduciary;

(b)  the Trustee shall have the power to make the determinations
described in Article I hereof and subsection 5.3(a) or 5.3(b) of
the Plan; and

(c)  all of the provisions of this Trust Agreement shall be deemed
to have been incorporated into this Article XII as an agreement
(the "DWDC Shares Account and Allstate Shares Account Agreement")
between the Company and the Trustee governing the management and
administration of the DWDC Shares Account and the Allstate Shares
Account.

12.3   DWDC Shares Account and Allstate Shares Account Assets. (a) 
Except as otherwise required by ERISA, the assets of the DWDC
Shares Account and the Allstate Shares Account shall consist solely
of (i) shares of DWDC or Allstate, respectively, received as
dividends with respect to Company Shares held by the Trust, (ii)
any additional shares of DWDC or Allstate, respectively, received
by the Trustee as a result of any stock dividends or stock splits;

(b)  All cash dividends received with respect to shares of DWDC
held in the DWDC Shares Account or shares of Allstate held in the
Allstate Shares Account shall be transferred from the DWDC Shares
Account or Allstate Shares Account and invested pursuant to
subsection 4.2(a)(3) hereof; and

(c)  All cash or other proceeds received upon the disposition of
shares of DWDC held in the DWDC Shares Account or shares of
Allstate held in the Allstate Shares Account shall be transferred
from the DWDC Shares Account or Allstate Shares Account and
invested pursuant to subsection 4.2(a)(3) hereof.

IN WITNESS WHEREOF, the Company has caused this Trust Agreement to
be signed and its corporate seal to be hereunto affixed and
attested by its duly authorized officers, and the Trustees have
executed this Trust Agreement, on the day and year first above
written.


SEARS, ROEBUCK AND CO.

By:/s/JAMES M. DENNY
James M. Denny
Vice Chairman

ATTEST:

/s/DAVID SHUTE
Secretary


By:/s/PHILIP OLDMAN
The Northern Trust Company
of New York as Trustee
Vice President