0000088255-03-000022 Sample Contracts

UNDERWRITING AGREEMENT

Underwriting Agreement • February 14th, 2003 • Sears Roebuck Acceptance Corp • Short-term business credit institutions • New York

• Contract Type
  Underwriting Agreement
• Filed
  February 14th, 2003
• Company
  Sears Roebuck Acceptance Corp
• Industry
  Short-term business credit institutions
• Jurisdiction
  New York

Merrill Lynch, Pierce, Fenner & Smith Incorporated Salomon Smith Barney Inc. Morgan Stanley & Co. Incorporated UBS Warburg LLC Banc of America Securities LLC Deutsche Bank Securities Inc. RBC Dain Rauscher Inc. Lehman Brothers Inc. McDonald Investments Inc. U.S. Bancorp Piper Jaffray Inc. Wachovia Securities, Inc. Wells Fargo Investment Services, LLC

PRICING AGREEMENT

Pricing Agreement • February 14th, 2003 • Sears Roebuck Acceptance Corp • Short-term business credit institutions

• Contract Type
  Pricing Agreement
• Filed
  February 14th, 2003
• Company
  Sears Roebuck Acceptance Corp
• Industry
  Short-term business credit institutions

Merrill Lynch, Pierce, Fenner & Smith Incorporated Salomon Smith Barney Inc. Morgan Stanley & Co. Incorporated UBS Warburg LLCBanc of America Securities LLC Deutsche Bank Securities Inc. RBC Dain Rauscher Inc. Lehman Brothers Inc. McDonald Investments Inc. U.S. Bancorp Piper Jaffray Inc. Wachovia Securities, Inc. Wells Fargo Investment Services, LLC

Contract

Sears Roebuck Acceptance Corp • February 14th, 2003 • Short-term business credit institutions • Delaware

• Company
  Sears Roebuck Acceptance Corp
• Filed
  February 14th, 2003
• Industry
  Short-term business credit institutions
• Jurisdiction
  Delaware

THIS NOTE IS A "GLOBAL SECURITY" WITHIN THE MEANING OF THE INDENTURE DATED AS OF OCTOBER 1, 2002 BETWEEN SEARS ROEBUCK ACCEPTANCE CORP. AND BNY MIDWEST TRUST COMPANY (THE "INDENTURE"), AND IS REGISTERED IN THE NAME OF CEDE & CO. AS THE NOMINEE FOR THE DEPOSITORY TRUST COMPANY ("DTC"). UNLESS AND UNTIL IT IS EXCHANGED FOR SECURITIES THAT ARE NOT GLOBAL SECURITIES, THIS NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF DTC OR TO A SUCCESSOR DEPOSITORY OR TO A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR